Table of Contents



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


SCHEDULE 14A


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


☑    Filed by the Registrant
☐    Filed by a Party other than the Registrant

Check the appropriate box:
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CHECK THE APPROPRIATE BOX:Preliminary Proxy Statement
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑☐Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12


exelon_logo_hrz_sm_pos_rgb.jpg
Exelon Corporation

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

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY)Payment of Filing Fee (Check all boxes that apply):
☑No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

Powering a Cleanerand Brighter Future
for Our Customers and Communities

Notice of the Annual Meeting and
2023 Proxy Statement




Table of Contents

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Table ofContents

1
2
About Exelon
4
ESG
Driving Sustainable Change: Highlights of our Responsible Business Practices
6
Proxy Voting Roadmap
1615
Board and Corporate Governance Matters
1716
Proposal 1
Election of Directors
icon_check_green_bg.jpg
Director Qualifications and Nomination
1716
Board Matrix
1817
Director Nominees
2120
Overview of Board’s Role
2729
Oversight of Risk
2731
Board Dynamics
3134
Board Committees
3235
Board, Committee, and Individual Director EvaluationsAssessment and Feedback
3438
Director Orientation and Education
3639
Governance Matters
3640
Director Compensation
3741
Audit and Risk Committee Matters
3943
Proposal 2
Ratification of PwC as Exelon’sIndependent Auditor for 2023
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Evaluation of the Independent Auditor
3943
Critical Audit Matters
4145
Independent Auditor Fees
4145
Report of the Audit and Risk Committee
4246
Executive Compensation43
Executive Compensation
47
Proposal 3
Say-on-Pay: Advisory Vote onExecutive Compensation
icon_check_green_bg.jpg
Compensation Discussion & Analysis (CD&A)
4448
Compensation Governance and Oversight
5558
Compensation Committee Report
5962
Preview of 2023 Executive Compensation
60
Executive Compensation Tables
6163
CEO Pay Ratio
7574
Pay for Performance
75
Advisory Vote on the Frequency of an Advisory Vote on Executive CompensationProposal 4   Management Proposal:Amendment to Articles to Allow Shareholders to Call Special Meeting
icon_check_green_bg.jpg80
Proposal 5    Shareholder Proposal
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Proposal 4Say-on-Frequency: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
Ownership of Exelon Stock
8184
Other Significant Owners of Exelon Stock
8285
Additional Information
8386
Frequently Asked Questions
8589
Appendix
8891
A - Amendments to Articles of Incorporation91
B - Amendments to Bylaws92
C - Definitions of Non-GAAP Measures
8896
DB - Categorical Standards of Independence
8998
EC - Key Terms & Acronyms
90
Vote Recommendations99


Cautionary Statements Regarding Forward-Looking Information

Vote Recommendations
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FOR
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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 Proxy Statement are identified by the phrase “non-GAAP” and/or an asterisk (*). Reconciliations of these non-GAAP measures to the most comparable GAAP measures are provided in Appendix C.
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.


Notice of the Private Securities Litigation Reform ActAnnual Meeting of 1995 that are subject to risksShareholders 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’ 2022 Annual Report on Form 10-K filed with the SEC on February 14, 2023 in (a) Part I, ITEM 1A. Risk Factors; (b) Part I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (c) Part I, ITEM 8. Financial Statements: 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 2024 Proxy Statement are identified by the phrase “non-GAAP” and/or an asterisk (*).
Reconciliations of these non-GAAP measures to the most comparable GAAP measures are provided in Appendix A.

Table of Contents

Notice of the Annual Meeting of Shareholders and 2023 Proxy Statement

March 15, 2023

20, 2024


To the shareholders of Exelon Corporation:

Our annual meeting of shareholders will be held on Tuesday, April 25, 2023,30, 2024, at 9:00 a.m. ET. Shareholders as of on March 1, 2024 are entitled to receive notice of and vote at the annual meeting.
Shareholders may attend the virtual Annual Meeting by logging on to: www.virtualshareholdermeeting.com/EXC2023EXC2024.
Shareholders may begin logging in to the meeting at 8:45 a.m. ET and will need the 16-digit control number found on your proxy card or voting instruction form to attend the virtual meeting.

Logistics

Items of Business

DATE & TIMEBoard Recommendation:

Tuesday, April 25, 2023
9:00 a.m. ET

Shareholders may begin logging in to the meeting at 8:45 a.m. ET.

ATTEND THE ANNUAL MEETING

Shareholders may attend the virtual Annual Meeting by logging

1.Election of Directors
2.Ratify appointment of PricewaterhouseCoopers LLP as independent auditor for 2024
3.Advisory Vote on to: Executive Compensation
www. virtualshareholdermeeting.com/ EXC20234..Management Proposal: Approve an amendment to our Articles of Incorporation to allow shareholders owning at least 25% of our stock to call special meetings

Shareholders will conduct any other business

5.Shareholder Proposal, if properly presented before the meeting. The Board of Directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies will vote such matters in the best interest of all shareholders. Your signed proxy card gives this authority to the designated proxy holders: Gayle Littleton and Carter Culver.

RECORD DATE

Shareholders as of 5:00 p.m. ET on March 1, 2023 are entitled to receive notice of and vote at the annual meeting.

FOR
FOR
FOR
FOR

AGAINST

EVERY VOTE IS IMPORTANT.

Shareholders will conduct any other business properly presented before the meeting. The Board of Directors knows of no other matters to be presented or action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies will vote such matters in their discretion. Your signed proxy card gives this authority to the designated proxy holders: Gayle Littleton and Joel Beauvais.
Virtual Meeting
Our Annual Meeting is 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.
Please act as soon as possible to vote your shares, even if you plan to participate in the annual meeting online. If you are a beneficial shareholder, your broker will not be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting unless you have given your broker specific instructions to do so. We strongly encourage you to vote and greatly appreciate your prompt response.

ItemsAdvance Voting

ONLINE:         Vote online at www.proxyvote.com 24 hours a day
BY PHONE:     Call toll-free 1-800-690-6903
BY MAIL:     If you have received a printed version of Business

these proxy materials, mark, date, sign and mail your proxy card in
the postage-paid envelope provided.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 30, 2024:
The Notice of 2024 Annual Meeting, Proxy Statement, and 2023 Annual Report on Form 10-K are available at www.proxyvote.com.
On or about March 20, 2024, we will mail to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our annual meeting.

1Election of DirectorsFOR each
Director Nominee
2www.exeloncorp.comRatify appointment of PricewaterhouseCoopers LLP as independent auditor for 2023FOR
3Advisory vote on Executive CompensationFOR
4Advisory vote on frequency of advisory vote on Executive CompensationFOR the option of
ONE year

Virtual Meeting

Our Annual Meeting is taking place in a virtual-only format which allows us to connect with more shareholders and answer more questions while providing our shareholders with all of the same rights including the opportunities to vote and ask questions that they would have had at an in-person meeting. For more information, please see the FAQ.

●Shareholders may submit questions in advance of the meeting at www.proxyvote.com.
●Shareholders may also submit questions live during the meeting at www.virtualshareholdermeeting.com/EXC2023

If you cannot attend the meeting, a replay of our 2023 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 appropriate questions submitted by shareholders before and during the annual meeting will also be available.

Advance Voting

ONLINE     BY PHONE     BY MAIL
Vote online at
www.proxyvote.com
24 hours a day		Call toll-free 1-800-690-6903If you have received a printed versionof these proxy materials, mark, date, sign and mail your proxy card in the postage-paid envelope provided

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 25, 2023: The Notice of 2023 Annual Meeting, Proxy Statement, and 2022 Annual Report on Form 10-K are available at www.proxyvote.com.

On or about March 15, 2023, we will mail to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials we are lowering the costs and reducing the environmental impact of our annual meeting.

1


www.exeloncorp.com      1Letter from the

Table Board of Contents

Directors
to Our Shareholders

Letter from the Board of Directors
to Our Shareholders

March 15, 2023

20, 2024

Dear Fellow Shareholders,

This is an exciting time at Exelon

As we enter our second full calendar year as a standalone company, we focus onare confident in our strategic visionmission to lead the energy transformation. 2022 wastransformation and proud of the evolution of our leadership team, with Calvin Butler at the helm as president and CEO. Amidst the ongoing, global effects of climate change and our efforts to align diverse stakeholder goals and perspectives, Exelon’s commitment to powering a monumental yearcleaner and brighter future for the company,our customers and as acommunities is unwavering.

As your Board, we are proudpleased to provide the following updates on the past year’s accomplishments:

Financial and Operational Excellence
In 2023, Exelon achieved notable financial and operational success. With operating earnings in the upper half of our guidance range, the company demonstrated solid growth, despite historically mild weather conditions in our key markets. We executed our financing plan accordingly, benefiting from continued strong investor appetite in the debt and equity markets.
Exelon continued to set industry standards, achieving record performance levels across multiple local energy companies. Notably, ComEd won PA Consulting’s ReliabilityOne award as the country’s most reliable utility, and both ComEd and Pepco Holdings operated at best-on-record levels for outage frequency and duration. This best-ever performance speaks to the high quality of our workforce, which continues to benefit from our efforts to attract, engage, and retain talent.
Navigating the Regulatory Landscape
The company successfully implemented new distribution rates after regulatory rate reviews at ACE, BGE and ComEd, and made significant progress on rate cases in other jurisdictions, including Delmarva Power, Pepco Maryland, and Pepco D.C. We also received the final order in ComEd’s first multi-year rate plan, which was disappointing both with regard to financial support for our investments and its rejection of the wayaccompanying plan outlining ComEd’s capital investment plan . However, ComEd and Exelon are not deterred. In the entire Exelon team roseface of regulatory uncertainty, the company will continue focusing on what we do best – delivering safe and reliable service to the challenge of the separation and establishedour customers in Illinois. We are committed to finding a strong, focused, and successful transmission and distribution energy delivery company.

CREATING VALUE

There’s no doubt the separation from Constellation has created valuepath forward with stakeholders that restores confidence for our shareholders,customers, employees, and since the separation, management has continued to executeinvestors so that we can focus on executing on the strategic planssignificant work required.

Keeping Our Employees Safe
Safety is our top priority and achieve the targets presented pre-separation at the Analyst Day helda fundamental value ingrained in January 2022. As the country’s largest energy utility by customer count, Exelon continues to leverage the powerevery aspect of our operations. Over the past few years, Exelon has been on a Serious Injury and Fatality prevention journey, along with 57 Edison Electric Institute (EEI) member companies. We have deployed the Serious Injury Classification and Learning (SCL) model across all our local energy companies. We have also integrated a set process to enhance focus and facilitate discussions on high-energy hazards into every pre-job brief for our field-based employees. We also initiated the development of a platform for Energy-Based observations, slated for full implementation in 2024. This mobile-friendly platform empowers all first-line supervisors to proactively conduct assessments of safeguards for their teams.
Elevating the Customer Experience
We developed and maintain operational excellenceimplemented a strategy to serveincrease customer satisfaction and improve the customer experience across all of our operating companies, resulting in PECO maintaining its position in the first quartile and ComEd rising into the first quartile. These achievements underscore Exelon’s commitment to providing exceptional service and meeting the evolving needs of our customers, and our communities. Aswe look forward to continuing this work in 2024.
Advancing Electrification in Our Communities
With a Board, we believefocus on innovation and sustainability, Exelon made significant strides in promoting the combinationadoption of operational expertise with financial execution ensures we create value for shareholders. Equally important, we continue to live our core value of supporting our communities’ environmental and social equity needs.

SUCCESSFUL LEADERSHIP TRANSITION

At the end of the year, we bid farewell to president and CEO Chris Crane. We thank him for his vision, which led to where we are today and set the new Exelon up for success.

In Calvin Butler, the Board has selected a president and CEO who has been instrumental in Exelon’s growth and transformation, reflecting his 14 years on our senior leadership team. We know his experience and leadership will be a guiding force in driving the execution of Exelon’s commitments to ensure that customers, equity, and support for the communities remain at the center of our strategy.

In addition, Jeanne Jones became Exelon’s Chief Financial Officer in October of last year. She has a depth of financial experience across Exelon’s businesses both at corporate and the operating companies.

We have great confidence in Calvin and Jeanne and are pleased with their smooth transitions into their new roles.

NEW BUSINESS STRATEGY

Our business faces a complexelectric vehicles (EVs) and accelerating mandate from customers and stakeholdersthe transition to help lead the clean energy transformation. Our job is to oversee management’s efforts to effectively confront climate change, implement rapidly changing technology, shape and align with energy policies and meet heightened expectations for economic and social equity.

a low-carbon economy. We believe the Company’s evolved business strategy, along with the quality of its diverse leadership team and deep bench strength, positions it well in the face of these challenges by:

●Delivering customer value through energy delivery, energy efficiency and beneficial electrification programs, technologies, rebates, and incentives that help manage and optimize energy use;
●Strengthening the Company’s infrastructure to meet heightened resilience and reliability challenges from climate change, new technology, changing fuel supply, cyber security threats and aging infrastructure;
●Modernizing energy delivery systems to accommodate more electrification and distributed energy resources, including gas delivery systems to reduce emissions and accept clean fuels; and
●Investing in communities to support equity, affordability, and environmental and sustainability goals.

Foundational to this strategy is Exelon’s owncontinue on our Path to Clean with the ongoing electrification of Exelon’s fleet, working toward the goal –which commitsof electrifying 50 percent of the fleet by 2030. In 2023, we also launched an employee rebate program to reducing operations-driven emissions by half by 2030 and achieving net-zero emissions from operations by 2050, whileencourage the purchase of EVs, continued working with municipal governments to install charging stations, and released a white paper on the benefits of electric school buses developed in collaboration with CALSTART, EEI, Electric Power Research Institute (EPRI), World Resources Institute (WRI) and Clean Energy Works.

By embracing electrification as a cornerstone of our strategic vision, Exelon is not only driving progress towards a cleaner energy future, but also positioning ourselves as a trusted partner in building sustainable and thriving communities for generations to achieve their clean energy and emissions-reduction goals.

come.


2     Exelon 2023 Proxy Statement

2
Exelon 2024 Proxy Statement

Table of Contents

Letter from the Board of Directors to Our Shareholders

INVESTING IN OUR CUSTOMERS

AchievingAccessing Historic Funding for Our Communities

Through 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 local energy companies – BGE and ComEd – were also selected by the National Telecommunications and Information Administration (NTIA) as awardees of NTIA’s Middle Mile broadband grants. This important and transformative work will continue throughout 2024.
Championing Our Principles
The Board continues its full support and oversight of all the ways Exelon embraces diversity, equity, and inclusion (DEI) as a core 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.
Our 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 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 Community Impact Capital Fund. In 2023, four businesses in the District of Columbia and Maryland received $2.7 million in investments, bringing the total number of businesses funded since the 2022 program launch to nine. The company also continued important 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 our employees participated in community engagement programs, including a number of company-sponsored programs. Employees also logged more than 135,000 service hours and personally donated more than $5.8 million through the Exelon Foundation Employee Giving Campaign and Matching Gifts programs.
Strengthening Exelon’s Bench
In 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 emissions-reductiontransformation.
As we enter 2024, we will see additional leadership changes as PECO President and other goals set byCEO 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 jurisdictions where Exelon operates requires significant investment,strength of Exelon’s leadership team, ensuring we can effectively operate through transitions and build on a culture of excellence.
Looking ahead, the Board has approved management’s proposalwill remain committed to invest $31 billion of capital over the next four years. In 2022, the Board oversaw the stewardship of $7.2 billion in capital investments for the benefit ofpowering and empowering our customers – more than ever before. These investments must be made in a way that maintains or improves reliability to ensure a stronger, cleaner, more resilient grid, while balancing the need to maintain affordability for customers. The average Exelon electric bill remains below the national average, and electric rates in the cities we serve are 23% below those of the largest U.S. cities.

We are particularly proud of management’s efforts, in 2022 alone, to connect more than 470,000 eligible customers to $589.2 million in available energy assistance.

LEADING WITH OUR VALUES

The Board continues to support management’s efforts to promote equitycommunities, enhancing shareholder and economic opportunity instakeholder value, and upholding robust governance across our diverse communities.

The Racial Equity Capital Fund (RECF), formed last year, provides capitalenterprise. We deeply appreciate your ongoing dedication to minority-owned businesses over the next three years, with each of Exelon’s six utilitiesExelon, and the Exelon Foundation contributing to the $36 million fund. BGE recently announced the first funding from the RECF – a $1 million investment in Sweeten, a Black- and woman-owned software company knownwe thank you for bringing trust, transparency, and data-driven decision-making to the construction industry.

The Company also spent more than $2.8 billion with diverse suppliers in 2022.

NEW ESG ENHANCEMENT TO COMPENSATION PLAN DESIGN

The Compensation Committee recently oversaw the enhancement of the design of the annual incentive plan to add an ESG modifier, which is tied to the holistic evaluation of quantitative and qualitative achievement of 2030 Path to Clean goals and various DEI measures.

BOARD CHANGES

We are sincerely grateful to Ann Berzin, Paul Joskow and Carlos Gutierrez for their dedicated expertise and the wise counsel each contributed during their respective terms in servicejoining us on our Board.

We are proud to submit new Board nominees Charisse Lillie and Matthew Rogers to you for approval of their elections to our Board at the upcoming April 25, 2023, Annual Shareholders Meeting.

Thank you for your continued support of Exelon. We are confident in the future of our company and its abilitymission to lead the energy transformation.


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Anthony AndersonAnn BerzinW. Paul BowersCalvin G. Butler, Jr.Marjorie Rodgers CheshireLinda JojoCharisse R. Lillie
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Anna RichoMatthew RogersBryan SegediJohn Young
Carlos Gutierrezwww.exeloncorp.comLinda JojoPaul JoskowJohn Young3

www.exeloncorp.com      3


Table of Contents


About Exelon

On February 1, 2022,

About Exelon completed the separation of its six regulated electric and gas utilities, from its competitive power generation and energy supply businesses, resulting in two publicly traded companies. The separation provided each company the financial and strategic independence to focus on its specific customer needs, while executing its core business strategy.

Delivering Sustainable Value as the Premier Transmission &and Delivery Utility

Exelon’s

Exelon (Nasdaq: EXC) is a Fortune 250 company and the nation’s largest utility company, serving more than 10 million customers through six fully regulated transmission and distribution (T&D) utilities — 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 our customers while continuing to foster economic opportunity and equity in the diverse communities we serve. At Exelon, we are committed to innovation, best-in-class performance and thought leadership to help drive progress for our customers and communities.

Financial DisciplineOperational ExcellenceLeading ESG Profile

●  Shareholder Return: Expect ~60% dividend payout ratio resulting in dividend growing in line with 6-8% operating EPS CAGR through 2026

●  Organic Growth: Reinvestment of free cash to fund utility capital programs with only $425M of equity in the plan

●  Strong Balance Sheet: Maintain balance sheet through balanced funding strategy to support investment grade credit ratings

●  Safely Powering Reliability and Resilience: Track record of top quartile reliability performance

●  Delivering a World-Class CustomerExperience: Helping customers take control of energy usage while delivering top quartile customer satisfaction results

●  Constructive Regulatory Environments: ~100% of rate base growth covered by alternative recovery mechanisms and ~73% decoupled from volumetric risk

●  No Owned Generation Supply: Pure-play T&D utility

●  Advancing Clean and Affordable EnergyChoices: Building a smarter, stronger, and cleaner energy grid with options that meet customer needs while prioritizing affordability and equity

●  Supporting Communities: Powering the economic health of the diverse communities we serve, while advancing social equity

The Exelon Family of Companies

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Electricity in southern NJElectricity & natural gas in MD
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Electricity in northern ILElectricity & natural gas in DE and electricity in MD
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Electricity & natural gas in eastern PAElectricity in D.C. and MD

6T&D-only
 utilitiesutilities

Operate across seven
regulatory jurisdictions

4major metro
metro areas served

Chicago, Philadelphia,
Baltimore, and D.C.

$1921.8billion

operating revenue
in 2022

2023

$3134.5billion

Projected capital investment
 over 2024 through 2026

2027

19,063

19,962
Employees across our
operating companies1

10.610.7million

Electric and gas customers
served by our 6 utilities2

2023 Financial and Operational Accomplishments:
•Delivered GAAP earnings of $2.34 per share and adjusted (non-GAAP) operating earnings* of $2.38 per share, achieving results in top half of guidance range
•Distributed common dividend of $1.44 per share, an increase of approximately 7% vs. prior year
•Best-on-record operational performance at multiple utilities and ComEd received PA Consulting’s ReliabilityOne award for Most Reliable Utility in the United 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 programs





1.As of 12/31/23.
2.Customer count reflects the 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.
(1)As of 12/31/22.
4
(2)
Customer count reflects the sum of Exelon’s total gas and electric customer base as of 12/31/22; Exelon consolidated customer count may not sum due to rounding2024 Proxy Statement

4     Exelon 2023 Proxy Statement

Table of Contents

About Exelon

Our Director Nominees

    Tenure
(years)		   Race or
Ethnicity		   Board Committees
Name     Age          Gender          Independent     Audit & Risk Compensation Corporate Governance
Anderson 67 10.1 Male Black ●   ● CHAIR
Bowers1 66 1.6 Male White ● CHAIR   ●
Butler 53 0.2 Male Black        
Cheshire2 54 2.6 Female Black ● ● ●  
Jojo 57 7.5 Female White ● ● CHAIR  
Lillie 70 — Female Black ●      
Rogers 60 — Male White ●      
Young 66 4.7 Male White ●     ●
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Calvin G. Butler, Jr., 54
PRESIDENT & CEO, EXELON
(1)
Tenure: 1.2 years
Committees: None
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W. Paul Bowers, 67
INDEPENDENT
Former Chairman and CEO of Georgia Power Company
Ms. Berzin,Tenure: 2.6 years
Committees: ARC (Chair), CGC, OSCC
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Marjorie Rodgers Cheshire, 55
INDEPENDENT
Principal, A&R Development Corp.
Tenure: 3.6 years
Committees: TMCC (Chair), CGC, OSCC
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Linda Jojo, 58
INDEPENDENT
Executive Vice President, Chief Customer Officer of United Airlines Holdings, Inc.
Tenure: 8.5 years
Committees: ARC, OSCC
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Charisse Lillie, 71
INDEPENDENT
CEO, CRL Consulting, LLC
Former Director, PECO Energy Co.
Tenure: 0.8 years
Committees: TMCC, OSCC
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Anna Richo, 63
INDEPENDENT
Corporate Senior Vice President, Strategic Advisor to the currentCEO and General Counsel, Cargill, Inc.
Tenure: 0.6 years
Committees: ARC, TMCC
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Matthew Rogers, 61
INDEPENDENT
Operating Partner, Ajax Strategies, LLC and Sr. Partner Emeritus, McKinsey (Energy & Sustainability)
Tenure: 0.8 years
Committees: OSCC (Chair), ARC
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Bryan Segedi, 64
INDEPENDENT
Former Deputy Global Vice Chair of the Audit and Risk Committee, is not standing for re-election. If re-elected, Mr. Bowers will assume the role of Chair of the Audit and Risk Committee effective April 25, 2023.Assurance at Ernst & Young
Tenure: 0.2 years
Committees: ARC
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John Young, 67
(2)INDEPENDENT- BOARD CHAIR
Former President and CEO of Energy Future Holdings Corp.
Tenure: 5.6 years
Committees: CGC (Chair), TMCC
Our Director nominees represent a diverse mix of skills, experiences, and perspectives, which we believe enables them to provide valuable strategic advice to Exelon’s management and to effectively oversee the business and long-term interests of shareholders. 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 industry expertise, evidenced by Messrs. Butler’s, Young’s, and Bowers’s combined 80+ years of leadership experience in the utilities 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 Board believes these Director nominees present a balanced, capable Board with the appropriate skills and experiences to lead Exelon.
Directors’
Race/Ethnicity
Directors’ GenderDirectors’ TenureDirectors’ AgeIndependence
44%
Diverse
44%
Female
2.6 years
Average Tenure
62.2 years
Average Age
88%
Independent

*Each director’s above committee assignments are as of April 30, 2024.
ARC - Audit and Risk Committee; CGC - Corporate Governance Committee; TMCC - Talent Management and Compensation Committee; and
OSCC - Operations, Safety and Customer Experience Committee
www.exeloncorp.comIf re-elected, Ms. Cheshire will assume the role of Chair of the Compensation Committee effective April 25, 2023.5

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Table of Contents

About Exelon

ESG Highlights: Leading the Way to a

Driving Sustainable Future

Change: Highlights of our Responsible Business Practices

The following highlights some of the key environmental, social and governance (ESG) issues that are core to Exelon’s strategy and culture. As our Company evolves, our focus on these critical issues remains unwavering.
Leading the Way to a Sustainable Future
Focus on Innovation and Preparing for the Future of Energy Delivery
•

Environment

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 gas infrastructure enables reliable and more efficient transmission and distribution of electricity and gas to our customers.

INNOVATIVE SOLUTIONS

In support of our Net-Zero 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.

Addressing Climate Change

CLIMATE CHANGE: RISKS AND OPPORTUNITIES

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.

GHG EMISSIONS

GHG emissions drive climate change impacts and must be reduced to mitigate those impacts. Through its Path to Clean goal, Exelon will work both to reduce operations-driven emissions by 50% from a 2015 baseline by 2030 and to achieve net-zero with regard to those emissions by 2050.

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 Responsibility

WATER MANAGEMENT

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.

HABITAT AND BIODIVERSITY

Exelon’s utility service areas cover 25,600 square miles of territory that includes 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.

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 Sustainability

Sustainability continues to be a fundamental element ofto our business strategy. Exelon is an advocate for meaningful climate policies in all of our jurisdictions, and Exelon’s utilities are effectively promoting energy efficiency programs and integration of customer renewables into our distribution systems. With the separation of Constellation Energy in February 2022, Exelon is now a pure-play T&D utility company that does not own power generation. This allows Exelon to focus on customer and community interest in clean, reliable, and affordable 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.

6     Exelon 2023 Proxy Statement

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About Exelon

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.
Board Oversight of Sustainability and Climate Change
The Corporate Governance Committee of the Exelon Board of Directors is 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 reviews and provides input on an annual report from management on issues such as our GHG emission reduction goals, strategies for a decarbonized economy, and investor interest in sustainability practices and reporting. 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, 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.

6

NET-ZERO: PATH TO CLEANExelon 

In 2021, we announced our goal to reduce our operations-driven emissions 50% by 2030 and ultimately to net-zero by 2050 as part of our continuing efforts to address the climate crisis.2024 Proxy Statement

About Exelon
Path to Clean
In 2021, we announced our goal to reduce our operations-driven emissions 50% by 2030 and ultimately to net-zero by 2050 as part of our continuing efforts to address the climate crisis.
Our goal focuses first on how we can lead by example by continuing to reduce our own greenhouse (GHG)GHG emissions from our own operations, and also reinforces our commitment to support our customers and communities in achieving their decarbonization ambitions through access to clean 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.

Exelon has line of sight to achieving ~80%approximately 80% of the targeted reductions leveraging existing tools and resources and is proactively working to help ensure the industry is developing solutions to address the remaining 20%.

Operations-Driven Goals

(Scope 1 & 2 Emissions)

To make progress toward our 2050 goal of net-zero emissions from operations, we are taking actions in the following areas:

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●Electrifying 30% of our light and heavy-duty vehicle fleet by 2025 and 50% by 2030
●Focusing technology and infrastructure investments on increasing energy efficiency and utilizing clean electricity for buildings we own
●
Investing in equipment and processes to reduce
SF6 leakage from our systems
●Modernizing natural gas infrastructure to increase safety and reliability and to minimize methane leaks

Supporting Clean Energy Goals in ourOur 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:

●•
Leak detection technologies to increase safety and reduce natural gas emissions
●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 technologies
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About Exelon

What 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 Stewardship
Exelon’s utility service areas cover 25,600 square miles of 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.
Voluntary Sustainability Reporting and Stakeholder Engagement

In addition to our annual CorporateExelon 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 Exelon advance our sustainability performance, 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.

Board Oversight of Sustainability and Climate Change

The Corporate Governance Committee of the Exelon Board of Directors is 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 reviews and provides input on an annual report from management on issues such as climate change scenario planning, our GHG emission reduction goals, strategies for a decarbonized economy, and investor interest in sustainability practices and reporting. While the Corporate Governance Committee has primary oversight, the interdisciplinary nature of these issues leads every standing committee of the Board to consider the Company’s efforts in managing these topics.

Because sustainability is a core part of our business strategy, 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.

8     Exelon 2023 Proxy Statement

8
Exelon 2024 Proxy Statement

Table of Contents

About Exelon

Social

Partnering with Our Communities

COMMUNITY EMPOWERMENT AND WORKFORCE DEVELOPMENT

Our 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.

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.

PUBLIC HEALTH AND SAFETY

Exelon is focused on protecting the public health and safety of those in the communities we serve in the course of our daily operations and in the case of an emergency event.

Creating Value for Our Customers

ENERGY AFFORDABILITY

Through 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.

INNOVATIVE PRODUCTS AND SERVICES

By delivering equitable access to innovative products and services, we give customers more choices and control over their energy usage.

SERVICES TO CUSTOMERS

Providing reliable and resilient service, achieving high customer satisfaction and empowering customers to buy, manage and use energy efficiently and cost-effectively are critical to providing value to our customers.

Investing in Our Workplace

DIVERSITY, EQUITY, AND INCLUSION (DEI)

A diverse, equitable, and inclusive workplace helps ensure that our employees and supply chain reflect the varied perspectives of our customers and communities, allowing Exelon to succeed by drawing upon a broad range of ideas and resources.

COMMUNITY ENGAGEMENT

Our employees are our greatest asset. 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.

HEALTH, SAFETY, AND WELLNESS

We continually strive to minimize health and safety hazard exposure to employees as they work and we also support employee wellness (mental and physical) through various programs.

TALENT ATTRACTION, DEVELOPMENT AND RETENTION

Exelon must continue to seek skilled applicants and develop and retain employees in craft, business, and STEM areas. This will enable Exelon to maintain the cutting-edge workforce we need to best serve our customers as the energy company of the future.

Fostering an Inclusive, Innovative and Rewarding Workplace
Diversity, Equity, and Inclusion

(DEI)

At 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. The challenges brought on by ongoing racial and social injustices led us to take a deeper look at opportunities to improve and expand our commitment to diversity, equity, and inclusion.

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About Exelon

Our DEI strategy is centered around three primary values:

1. Our DEI strategy is centered around three primary values:Examples of how our culture reflects our values:
Providing a workplace that ensures mutual respect and where each individual has the opportunity to grow and contribute at their greatest potential.
•Pay Equity: To support the company’s pay equity goals, Exelon conducts analysis on gender and racial pay 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 Environmental Justice.
•Equal by 30: Exelon is an ambassador 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.
•Religious Accommodations: Reasonable accommodation of employees’ religious practices including time and space for prayer and accommodations for religious dress/attire and dietary restrictions. Additionally, employees receive 4 floating holidays per year.
2.
Attracting, retaining, and developing employees who will best serve and represent our customers, partners, and communities.
3. •Integrating diversity, equity, and inclusion as a business imperative and a core value.

Examples of our DEI-focused culture include:

Pay Equity: To supportWomen in the company’s pay equity goals, Workforce: Exelon conducts analysis on gender and racial pay equity.Gender Parity: Exelon has a particular focusis 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 ranks.
Racial Equity Task Force: In 2020, Exelon established a companywide Racial Equity Task Force that has been working to drive progress in five key areas: Culture, Customers, Community, Workforce Development,company. Initiatives include career development programs focused on women and Policy Reform. In 2022, we added a sixth key area of Environmental Justice.Racial Equity Capital Fund (RECF): In 2022, Exelon launched the RECF, in partnership with the Exelon Foundation, to expand access to capital to minority businesses so they can create more jobs, grow their companies,comprehensive health and reinvest in their neighborhoods and communities.
well-being benefits.
Equal by 30: •Exelon is an ambassador 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.
Employee Resource Groups: Groups (ERG):Exelon supports 10 ERGs that are open to all employees to share experiences and connect with colleagues. Over 10,000 employees participate in at least one ERG, and there are over 4042 chapters spread across the company.
•
Religious Accommodations: Company policy provides for reasonable accommodation of employees’ religious practices including time and space for prayer and accommodations for religious dress/attire and dietary restrictions. Additionally, employees receive 4 floating holidays per year.DEI Resources and 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 a DEIan annual performance goal that factors into their performance evaluation.
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$3.2 billion in 2022.2023.
•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.com9
About Exelon
Board Oversight of DEI Culture

The Exelon Board of Directors is focused on building and maintaining a corporate culture that values and prioritizes diversity, equity, and inclusion, including with respect to Board composition. As the Board is routinely in the process of refreshing its composition, diversity is, and has been, a key consideration in evaluating potential candidates, as discussed further on page 31. Beyond diversity in the boardroom,19. Additionally, the Board regularly engages with management on issues related to DEI and corporate culture, including Exelon’s diversity strategies, goals, and progress toward such goals, spending with diverse suppliers, and related matters.

The Board also appreciates that transparency helps to support continuous improvement. For 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 began publishing its EEO-1 Report on its website, an ESGAnnual Investor Sustainability Report (in addition to our annual CorporateExelon Sustainability Report) and expanded disclosures about Board diversity.
Supporting Our Customers & Communities
Our 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 Contributions
Exelon 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 Experience
Through 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 Statement
About Exelon
Investing in and Caring for Our Workforce

We 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.

10     Exelon 2023 Proxy Statement

Tableworkforce with cutting-edge skills, which enables us to best serve our customers as the energy company of Contents

About Exelon

the future.

Talent Management

Engaged Workforce

An 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 conducted in 2022, to which 85%82% of our employees responded, our “Supervisory Effectiveness”“Employee Engagement” and “Communication” scores saw favorable increases, “DEI” scores measured above our external benchmarks, and “Social“Employee Engagement” and Environmental Responsibility” and “Ethics” also received strong ratings.

“DEI” remain some of our most favorably rated indices.

Career Development

Exelon 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 we support our employees in their educational endeavors. Exelon offers a variety of live and on-demand professional development workshops and classes as well as tuition reimbursement up to $10,000 annually or $15,000 annually for graduate classes.

Qualifications

and Degree Requirements

Beginning 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.

Well-Being and Benefits

At Exelon, people are encouraged to thrive outside the workplace as well. To provide for our employees, Exelon offers a full suite of wellness benefits targeted at supporting work-life balance and physical, mental, and financial health.

BENEFIT HIGHLIGHTS:

  Up to 16 weeks maternity/bonding care for eligible mothers

  Up to 8 weeks of bonding care for other new parents

  Up to 2 weeks paid leave to care for a critically ill family member

  Counseling and other wellness services

  Paid time off for volunteer work

  401k matching contributions

  Hybrid workplace options

  Back-up childcare, tutoring, and sitter services

NEW BENEFITS ADDED IN 2022:

  Bereavement leave (three days of paid leave) expanded to explicitly include pregnancy loss. Benefit is available to a previously pregnant individual as well as the spouse or partner of a previously pregnant individual.1

  Employees and their dependents covered under Exelon’s medical plan seeking a covered procedure/service that is not available within 100 miles of their home can be reimbursed for lodging and transportation, based on IRS allowable reimbursements, up to a lifetime maximum of $10,000, tax free.

TOTAL EMPLOYEES

19,063

DIVERSE HIRING IN 2022

62.8%

of new hires were women and/or people of color

EXELON’S EXECUTIVE COMMITTEE

64.3%

are women and/or people of color

2022 TURNOVER RATE

8.3%

of which approximately half were planned retirements

(Excludes departures in connection with separation transaction in February 2022)

EXELON’S WORKFORCE DIVERSITY BY THE NUMBERS(1)

Women
Overall27.8%
Management31.7%
People of Color
Overall39.4%
Management35.8%
Aged < 3010.6%
Aged 30 - 5055.3%
Aged > 5034.0%
Veterans5.6%
Disabled2.6%

(1)All statistics are as of 12/31/22. 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.


(1)Applicable to all non-represented employees and to represented employees in accordance with their collective bargaining agreements.

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About Exelon

Community Engagement

Volunteering and Charitable Contributions

Exelon 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 2022, the Exelon Foundation, Exelon’s family of companies, and our employees donated approximately $68 million to non-profit organizations and provided over 126,500 hours of volunteering.

Additionally, the Exelon Foundation matched employee donations to eligible non-profit organizations, dollar for dollar, up to $5,000. (Beginning in 2023, the limit was increased to $10,000 per calendar year.) All full-time and part-time employees of the Exelon family of companies are eligible to participate.

Workforce Development

Creating 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 organizations such as the Society of Women Engineers, Society of Asian Scientistsnon-profit and Engineers, Society of Hispanic Professional Engineers, and the National Society of Black Engineers,professional organizations, we are committed to providing opportunities and professional development and opportunities for the next generation of our workforce.

We recognize that systemic racism and bias have disproportionately impacted some communities. Exelon’s Workforce Development approachworkforce development strategy is also focused on addressing economic inequities in the communities we serve. We recognize that systemic racism and bias have disproportionately impacted some communities. In 2022,2023, Exelon invested over $14$18 million to support more than 8090 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 successes
Additionally, 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.

Our workforce development strategy is centered on four areas:

STEM Education and
Vocational Awareness		Eliminating or Reducing
Barriers		Partnering to Create
Opportunities		Thought Leadership
Spark students’ interest in and knowledge of STEM and careers in the energy industry.   Reduce or remove employment barriers faced by youth and work-ready adults in underserved and under-resourced communities.Partnerships with employers, nonprofits, and community groups to expand training and job opportunities for youth and work-ready adults.Drive positive community impact, develop, and leverage best practices, and broadly share our successes.   

12     Exelon 2023 Proxy Statement

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About Exelon

www.exeloncorp.comGovernance11
About Exelon
Benefits, Health, and Well-Being
At 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 loss

Exelon’s Workforce by the Numbers1

TOTAL EMPLOYEES
19,962
In 2023, Exelon’s turnover rate was approximately 7.4% of which approximately half were planned retirements
EXELON’S EXECUTIVE COMMITTEE
63.6%
are women and/or people of color
Women
Overall 28.2%
Management33.3%
People of Color
Overall 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.

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Compliance & Ethics

STRONG, EFFECTIVE INTERNAL CONTROLS

Exelon is committed to maintaining a robust, comprehensive compliance and ethics program and recognizes that a successful program must constantly evolve in the face of changing risks.

SUSTAINABLE SUPPLY CHAIN2024 Proxy Statement

We work with our suppliers and industry peers to build a sustainable supply chain that delivers quality products and services for Exelon, supports local and diverse businesses in the communities where we operate, drives efficiency through the supply chain, ensures supply chain continuity, and upholds human rights.

Risk Management and Corporate Governance

RISK MANAGEMENT

An ethical culture with strong corporate governance and risk management processes is critical to maximizing Exelon’s operational results, minimizing risks, and ensuring compliance with applicable laws and regulations.

CYBERSECURITY

Our business serves millions of customers, including governmental customers, making us part of the nation’s critical infrastructure. 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.

Meeting Stakeholder Expectations

PROACTIVE ENGAGEMENT

Through regular engagement with our shareholders and other stakeholders, we improve our understanding of stakeholder priorities and emerging trends affecting our business. We use stakeholder feedback to inform our governance practices, sustainability strategy, and business plans.

POLICY ENGAGEMENT

Exelon engages with policymakers to find solutions that provide value to customers, support our business interests, and create desirable outcomes for stakeholders. This includes encouraging our industry associations to support robust, forward-looking responses to combat climate change and social equity challenges.

*For information about Board Governance and related corporate governance matters, please see page 17.

About Exelon
Compliance and Ethics
Exelon’s Culture of Compliance andand Ethics

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.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 Conduct

Exelon maintains a detailed Code of Business Conduct, (the Code), 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 of Business Conduct 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 Business Conduct training when they joinjoining Exelon. The Code was most recently reviewed and updated in June 2022.

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February 2024.

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About Exelon

Conformance with Exelon’s ethics and compliance policies and programs under the Company’s Code of Business Code is also 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 helps to reinforcereinforces Exelon’s commitment to ethical behavior, compliance with its Code, and the obligation of all employees to speak up about potential noncompliance with those standards.

In 2022, Exelon implemented athe Supplier Code, of Conduct, which focuses on the responsibilities of all suppliers, contractors, and agents. Prior to implementation of the Supplier Code, of Conduct, these entities were subject to Exelon’s Code of Business Conduct. The new Supplier Code of Conduct 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, maintenancestandards of highintegrity and ethical standards,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 Helpline

Exelon regularly trains our workforceemployees on ethics expectations and provides tools for ourresources to help employees to meet those expectations. In addition to annual Code of Business Conduct training, the Compliance &and Ethics Officeoffice 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 of Business Conduct and Supplier Code of Conduct.

Code.

Oversight of Interactions with Public Officials

In 2020, Exelon implemented four companywidecompany-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 to 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.

Cybersecurity

Our
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About Exelon
Political Activities
Exelon engages with policymakers to find solutions that provide value to customers, support our business serves millions of homesinterests, and businesses, as well as governmental customers, in some of the most densely populated areas of the country, making us part of the nation’s critical infrastructure. Our Corporate & Information Security Services (CISS) team maintains an enterprise wide, risk-based, intelligence-driven, “defense-in-depth” security posture.create desirable outcomes for stakeholders. This strategy is regularly tested through auditing, assessments, tabletops,includes encouraging industry associations to support robust, forward-looking responses to combat climate change and other exercises designed to assess effectiveness. Exelon protects assets critical to grid reliability and national security through the implementation of the North American Electric Reliability Corporation’s Critical Infrastructure Protection requirements. Regulated critical cyber assets are isolated within restricted networks, segmented from the enterprise IT environment and the Internet, continuously monitored for malicious activity, and routinely evaluated for vulnerabilities. Additionally, as noted above, employees are subject to annual mandatory training addressing security awareness, including cybersecurity and phishing.

Cybersecurity is a high priority at Exelon and accordingly, the Board devotes significant time and attention to overseeing cyber and information security risk. 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.

14     Exelon 2023 Proxy Statement

social equity challenges.

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About Exelon

Policy Engagement

Transparent Reporting of Political Contributions

Since 2013, Exelon has published semi-annual reports of its political contributions on its website. Exelon is in the top 12% 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. 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. Political contribution reports as well as Exelon’s Corporate Political Contribution Guidelines are available at www.exeloncorp.com.

www.exeloncorp.com.

In 2022 and 2023, Exelon enhanced its corporate political contributions reporting by disclosing dues paid to trade associations in excess of $10,000 (previously(we previously reported all dues over $50,000) and building internal processes to work towards disclosures ofdisclosing 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.”
Lobbying

Exelon’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. 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:

icon_check_green.jpg     Advance an affordable and clean energyfuture for our customers and communities

icon_check_green.jpg     Enable innovative technologiesto serve customer needs

icon_check_green.jpg     Ensure the reliability, security, and efficiencyof the nation’s critical electric grid

icon_check_green.jpg     Ensure and protect customer choice with fair and equal access to the marketplace

As referenced above, in 2020, Exelon implemented a new policy that strengthened the due diligence and supervision of lobbyists and political consultants. Any indication of conduct that could 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 activities and services provided by lobbyists and political consultants engaged by Exelon, each individual or firm is subject to mid-year and annual performance reviews.

Trade Associations

As 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 positions of these organizations, but not always. In cases where our views diverge, we typically advocate for change in the association’s positions. In addition, we may voice our positions separately or in conjunction with stakeholders who are more closely aligned with us. Through these alliances and other efforts, Exelon helps advance policies that support an affordable, safe, resilient, and reliable clean energy future and benefit our customers and shareholders.

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14

Exelon 2024 Proxy Voting Roadmap

Statement


Proxy Voting Roadmap
1
Election of Directors
SEE PAGE 1716
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Elect 9 Director nominees named in the proxy statement.
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The Board recommends a vote “FOR” each Director nominee.

Elect 8 Director nominees named in the proxy statement.

2    Ratification of Independent Auditor
SEE PAGE 43
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Ratify 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.
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The Board recommends a vote “FOR”each Director nominee.

2Ratification of Independent AuditorSEE PAGE 39

Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Exelon’s independent auditor for 2023.

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”the ratification of PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2023.2024.

3    Say-on-Pay
Say-on-Pay
SEE PAGE 4347
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Approve, 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.

Approve, 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.
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The Board recommends a vote “FOR”the approval of the compensation paid to the Company’s named executive officers.

4    Management Proposal
Say-on-Frequency
SEE PAGE 80
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Approve, on an advisory basis, the frequency of an advisory vote on executive compensation.

The proxy card provides shareholders with the opportunity to choose among four options (holding the vote every year, every two years, every three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the board’s recommendation.

Approve 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.
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The Board recommends a vote for“FOR” the optionapproval of this proposal.“ONE YEAR”as the preferred frequency for future advisory votes on executive compensation.

16     Exelon 2023 Proxy Statement

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Board and Corporate
Governance Matters

PROPOSAL5
1    Shareholder Proposal
SEE PAGE 82

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The Board recommends a vote “AGAINST” this proposal.
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BoardandCorporate Governance Matters
PROPOSAL
1
Election of Directors

The 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 89 nominees for election at the 20232024 annual meeting.

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The Board recommends a vote “FOR”each Director nominee.

Director Qualifications and Nomination

Effective 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-and long-tenuredshorter-, medium-, and longer-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.

industries more broadly.

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-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:

icon_check_green.jpgHighest personal and professional ethics, integrity, and values
icon_check_green.jpgBroad training and experience at the policy-making level in business, government, education, or technology
icon_check_green.jpgWillingness to remain current with industry and other developments relevant to Exelon’s strategic direction
icon_check_green.jpgA commitment to representing the long-term interests of shareholders, customers, employees, and communities served by the Company and its subsidiaries
icon_check_green.jpgAn inquiring and independent mind, practical wisdom, and mature judgment
icon_check_green.jpgExpertise that is useful to the enterprise and complementary to the background and experience of other Directors
icon_check_green.jpgWillingness 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
icon_check_green.jpgInvolvement only in activities or interests that do not conflict with responsibilities to Exelon and its shareholders


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Exelon 2024 Proxy Statement

Table of Contents

Board and Corporate Governance Matters

Director Skills

and Attributes

As 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 has(CGC) took a fresh look in 2023 and selected the followings skills and attributes.skills. This list of skills and the following matrix are a valuable tool for the Board as they plan for upcoming retirements and consider 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 assist with filling in any gaps.

Core Skills

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Executive Leadership
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Corporate Governance
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Strategic Planning
CEO or other executive management leadership experience with demonstrated strong business acumen and experience leading and problem-solving in complex organizations.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
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Accounting, Finance, and FinanceCapital Markets
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Customer and Community
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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.

opportunities; experience in investor relations.
Executive

CEO or other executive management leadership experienceExperience in a customer-facing industry with an understanding of how to lead complex organizations.

customer and community expectations, including transforming the customer experience.
Talent Management

Experience 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 and Innovation

Management 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 and Cybersecurity

Experience monitoring and overseeing safety and physical security measures necessary for safe transmission and distribution (T&D) operations; understanding of cyber threats, risk mitigationoperations.

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Energy Industry, Engineering and policy.

Infrastructure Development
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Environment & Sustainability
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Utility Operations
Regulatory and
Infrastructure

Policy

Experience in the energy or utility industries or other expertise in energy markets, 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.

Regulatory and Policy

Experiencesystems; 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 Management

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

Corporate Governance

Experience maintaining 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.

construction activities.

Environment and Sustainability

Experience in overseeing or advising on environmental, climate or sustainability practices; understanding of environmental policy, regulation, risk, and business operations in regulated industries; experience in managing environmental impacts; in-depth knowledge of operational risks.

Business Development and Transformation

Experience in business development, strategy,regulatory affairs, public policy, or marketing;government; exposure to heavily regulated industries and their governing bodies; experience creating long-term value through organic growth, innovation, and strategic initiatives; experiencedirectly managing businesses and operations that have been impacted by transformational change.

Attributesone or more members of management engaged in policy or regulatory affairs.
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Risk Management
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Talent Management
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Technology & Innovation
Community

Experience livingidentifying, assessing, addressing, and controlling financial or workingbusiness risks including those risks with potential to impact public safety, operations, and shareholder value, including environmental impacts.

Experience in one ofplanning and building a talented workforce that meets the jurisdictions served by an Exelon utility and knowledge of the local community and the regional business and political environment.

Military Experience

Prior military service (including reserve duty) brings unique skills and insightneeds essential to the BoardCompany’s operations; understanding the drivers of individual growth and reflects the Company’s commitmentdevelopment; familiarity with developing effective compensation and benefits programs.

Management or oversight experience with technologies key to helping veterans translate their skills into the energy industry.

markets including digital business systems, customer platforms, or grid operations; experience implementing efficiency improvements or other business transformations through technology or driving the adoption of new technologies.


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18     Exelon 2023 Proxy Statement

Table of Contents

Board and Corporate Governance Matters

The following matrix identifies

Other Attributes
•Exelon Community - Experience living or working in one of the five most prominentjurisdictions 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 core competencies and other attributes that each Director bringsinsight to their service to Exelon’sthe Board and Committees.reflects the Company’s commitment to helping veterans translate their skills into the energy industry.
Skills Matrix
As 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 identifying the five most prominent skills and competencies provides a much more meaningfulthis presentation better represents of the key contributions and value that each 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. Butler possesses all listed skills.

Exelon Board

 BowersButlerCheshireJojoLillieRichoRogersSegediYoung
Governance Attributes       
Independent
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Audit Committee Financial Expert
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Committee Chair1
ARC TMCC OSCCCGC
Core Skills
Corporate Governance
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Executive Leadership
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Strategic Planning
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Other Primary Skills
Accounting, Finance, and Capital Markets
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Customer and Community
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Cybersecurity and Physical Security
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Energy Industry; Engineering & Infrastructure Development
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Environment & Sustainability
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Regulatory and Policy
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Risk Management
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Talent Management
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Technology and Innovation
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Attributes
Exelon Community 
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Military Experience      
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Gender
Female  
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Male
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Non-Binary/Other       
Race/Ethnicity
Black / African American 
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White
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Other Demographic Information
Age675455587163616467
Tenure (years)2.61.23.68.50.80.60.80.25.6
LGBTQ+       
Disabled       
(1)If re-elected, Mr. Rogers will assume the role of Directors 2023 Matrix:

     Anderson    Bowers    Butler    Cheshire    Jojo    Lillie    Rogers    Young 
Governance Attributes                         
Independent  ●  ●     ●  ●  ●  ●  ● 
Audit Committee Financial Expert  ●  ●              ●  ● 
Committee Chair1  CGC  ARC        CC          
Skills 
Accounting and Finance  ●  ●  ●           ●    
Executive  ●  ●  ●  ●     ●     ● 
Talent Management  ●     ●     ●  ●       
Technology and Innovation        ●     ●     ●    
Safety and Cybersecurity        ●     ●          
Utility Operations and Infrastructure     ●  ●     ●     ●  ● 
Regulatory and Policy     ●  ●  ●     ●  ●  ● 
Risk Management  ●     ●  ●     ●       
Corporate Governance  ●  ●  ●  ●     ●     ● 
Environment and Sustainability        ●           ●    
Business Development and Transformation        ●  ●  ●        ● 
Attributes 
Exelon Community  ●     ●  ●  ●  ●     ● 
Military Experience                       ● 
Gender 
Female           ●  ●  ●       
Male  ●  ●  ●           ●  ● 
Non-Binary/Other                         
Race/Ethnicity 
Black / African American  ●     ●  ●     ●       
White     ●        ●     ●  ● 
Other Demographic Information 
Age  67  66  53  54  57  70  60  66 
Tenure (years)  10.1  1.6  0.2  2.6  7.5  —  —  4.7 
LGBTQ+                         
Disabled                         

Chair of the Operations, Safety and Customer Experience Committee and Mr. Young will assume the role of Chair of the Corporate Governance Committee, effective April 30, 2024.

ARC - Audit and Risk Committee; CGC - Corporate Governance Committee; TMCC - Talent Management and Compensation Committee; and
OSCC - Operations, Safety, and Customer Experience Committee
(1)
18If re-elected, Mr. Bowers will assume the role of Chair of the Audit and Risk Committee, and Ms. Cheshire will assume the role of Chair of the Compensation Committee effective April 25, 2023.
Exelon 2024 Proxy Statement

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Director Diversity

The Corporate Governance Committee is committed to continuously evolving and enhancing our disclosures about Board 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, gender identity, disability, military experience, and LGBTQ+ identity. For 2022, thisThis 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 matrix presents information about each directorDirector nominee and excludes Ann Berzin, Carlos Gutierrez and Paul Joskow Anthony Anderson, who areis not standing for re-election at the 20232024 annual meeting.

Board Diversity Matrix

as of April 30, 2024

Total number of Directors: 8

       Female      Male      Non-Binary      Did Not Disclose Gender 
Gender Identity  3  5  –  – 
Demographic Information             
African American or Black  2  2  –  – 
Alaskan Native or Native American  –  –  –  – 
Asian  –  –  –  – 
Hispanic or Latinx  –  –  –  – 
Native Hawaiian or Other Pacific Islander  –  –  –  – 
White  1  3  –  – 
Two or More Races/Ethnicities  –  –  –  – 

9

FemaleMaleNon-BinaryDid Not Disclose Gender
Gender Identity45––
Demographic Information    
African American or Black31––
Alaskan Native or Native American––––
Asian––––
Hispanic or Latinx––––
Native Hawaiian or Other Pacific Islander––––
White14––
Two or More Races/Ethnicities––––
Directors identifying as LGBTQ+:0

Directors identifying as having a Disability: 0

Directors who did not disclose demographic background: 0

Director Independence

The Board has determined that all non-employee Directors who served on the Board in 20222023 and all nominees for election, except for Mr. Butler as Exelon’s 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 and Risk Compensation, 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 Transactions

Exelon 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 shareholders beneficially owning 5% or more of Exelon’s outstanding stock as defined in SEC rules. The Exelon Chief Legal Officer reviews relevant information on transactions, arrangements, and relationships disclosed and makes a determination as to the existence of a related person transaction as defined by SEC rules and the policy.

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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 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 2022.

2023.

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Board and Corporate Governance Matters
Director Nominees

As referenced in the Board letter to shareholders included with this proxy statement, three of our directors are not standing for re-election. The Board is deeply grateful to Ms. Berzin, Dr. Joskow, and Secretary Gutierrez for their years of valued contributions and insights into Exelon’s business and strategy.

The Board nominates the eightnine candidates named below for election as Directors. If elected by shareholders, each Director will serve a term ending with the 20242025 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.

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Calvin G. Butler, Jr.

PRESIDENT AND CEO

Age: 53

54

Director Since: December 2022

Other Public Company

Boards: 0

Committees: None

Mr. Butler joined Exelon in 2008 and has more than 2829 years of leadership experience in the 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 topics to the Board. He has been recognized by several organizations for his leadership and community commitment.

Career Highlights
•

President and CEO, Exelon

(Since 2022)
•Chief Operating Officer, Exelon (2021 – 2022)
•Senior Executive Vice President and Chief Executive Officer, Exelon Utilities (2019 – 2022)
•Chief Executive Officer, Baltimore Gas and Electric Company (2014 – 2019)

Other Professional Experience
•

●   Vice-Chair, Edison Electric Institute

•Vice-Chair, Institute of International Education

●   •Chair, Greater BaltimoreMember, 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

Former•Past Chair, Greater Baltimore Committee
Other Public Company Boards (Last 5 years)

●   •RLI Insurance Company (2016(2016 – February 2023)

●   •M&T Bank Corporation (2020
(2020 – 2022)

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John Young

BOARD CHAIR; INDEPENDENT

Age: 66

67

Director Since: July 2018

Chair Since: April 2022

Other Public Company Boards: 0

Committees:*
Committees: •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 the former CFO of Exelon and 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.

Career Highlights
•

President, CEO, and Director, Energy Future Holdings Corp., formerly held a portfolio of competitive and regulated energy companies (2008 – 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

●   Former Director, Edison Electric Institute


www.exeloncorp.com

Anthony Anderson

INDEPENDENT

Age: 67

Director Since: January 2013

Other Public Boards: 3

Committees: Corporate

Governance, Chair; Compensation

Mr. Anderson’s comprehensive finance, risk management, corporate governance, and executive leadership skills were gained through his board service experiences and his successful 35-year career with Ernst & Young a global assurance, tax, transaction, and advisory services firm. 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 and add value to his leadership of Corporate Governance Committee.

Career Highlights

Other Professional Experience

●   Executive Committee member, United States Golf Association

●   Former Director, First American Financial

●   Former Director, Federal Reserve Bank of Chicago

Other Public Company Boards

●   AAR Corp. (Since 2012)
Committees: Compensation; Nominating & Governance (CH)

●   Avery Dennison (Since 2012)
Committees: Governance; Audit & Finance

●   Marsh & McLennan Companies (Since 2016)
Committees: Audit; ESG

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W. Paul Bowers

INDEPENDENT

Age: 66

67

Director Since: July 2021
Other Public Company
Boards: 1

Committees:*
Committees: •Audit and Risk,Chair

•Chair*; Corporate Governance

*

If re-elected, Mr. Bowers will join the Operations, Safety, and Customer Experience Committee, effective April 30, 2024.

Mr. Bowers’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 Atlanta, Energy Policy Council

●   •Former 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 University System of Georgia
Other Public Company Boards

●   •AFLAC (Since(Since 2013); Lead Director Committees:Audit and Risk; Corporate Development (CH)(Chair); Corporate Social Responsibility and Sustainability; Executive


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Exelon 2024 Proxy Statement
Board and Corporate Governance Matters
photo_rodgers.jpg
Marjorie Rodgers Cheshire
INDEPENDENT
Age: 55
Director Since: July 2020
Other Public Company Boards: 1
Committees:*
•Talent Management and Compensation,Chair
•Audit and Risk

*If re-elected, Mr. BowersMs. Rodgers Cheshire will assumejoin the role of Chair ofCorporate Governance and Operations, Safety, and Customer Experience Committees, and step down from the Audit and Risk Committee, effective April 25, 2023.30, 2024.


Marjorie

Ms. Rodgers Cheshire

INDEPENDENT

Age: 54

Director Since: July 2020

Other Public Company

Boards: 1

Committees: Audit and Risk;
Compensation*

Ms. Cheshire’s experience in organizational leadership and brand management and service on a public financial services company board, along with her deep background inunderstanding 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, Baltimore School for the Arts

●   •Trustee, Johns Hopkins Medicine

•Trustee, Thread, Inc.
Other Public Company Boards

●   •PNC Financial Services Group (Since(Since 2014) Committees: Corporate Responsibility (Chair); Compliance Subcommittee (Chair); Nominating & Governance; Risk; Special Committee on EquityRisk
•Empowerment & Inclusion (CH)Capital I Corp. (2021 – 2022) Committees: Nominating & Governance (Chair); Compliance Subcommittee (CH)Audit








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Board and Corporate Governance Matters
photo_jojo.jpg
Linda Jojo
INDEPENDENT
Age: 58
Director Since: September 2015
Other Public Company Boards: 0
Committees:*
•Audit and Risk
• Talent Management and Compensation
*If re-elected, Ms. CheshireJojo will assumejoin the role of Chair ofOperations, Safety, and Customer Committee and step down from the Talent Management and Compensation Committee, effective April 25, 2023.30, 2024.

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Linda Jojo

INDEPENDENT

Age: 57

Director Since: September 2015

Other Public Company

Boards: 0

Committees: Compensation,

Chair; Audit and Risk

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 United Airlines Holdings, Inc. (Since 2022); previously Executive Vice President, Technology & Chief Digital Officer (2017 – 2022) and Executive Vice President & Chief Information Officer (2014 – 2017)
•Executive Vice President and Chief Information Officer, Rogers Communications Inc., a wireless communications and media company
(2011 – 2014)
•Senior Vice President and Chief Information Officer, Energy Future Holdings Corporation, formerly held a portfolio of competitive and regulated energy companies (2008 – 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

●   
Trustee, Rensselaer Polytechnic Institute

●   Director, Hero Digital Holdings LLC

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photo_lillie.jpg
Charisse Lillie

INDEPENDENT

NEW Director Nominee

Age: 70

71

Director Since: April 2023
Other Public Company

Boards: 0

Committees:*
Committees: •Talent Management and Compensation

*If elected,re-elected, Ms. Lillie’s committee assignmentsLillie will be determined byjoin the Operations, Safety, and Customer Experience Committee, effective April 30, 2024.
Ms. Lillie brings a wealth of valuable experience to the Board at a later date.

Ms. Lillie is CEOthrough her years of CRL Consulting LLC, aexperience on the PECO Board, her deep experience in community relations, and her leadership of the consulting firm focusedshe founded, which focuses on corporate governance, diversity, equity, and inclusion and corporate social responsibility. Prior to this, Ms. Lillie held several seniorHer past executive leadership roles atwith Comcast Cable including as SVP of Human Resources, President of theCorporation and Comcast Foundation contribute to her expertise in customer experience, community engagement, and VPtalent 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 (Since 2017)
•Vice President, Community Investment, Comcast Corporation until 2016. Ms. Lillie served as a director of the Federal Reserve Bank of Philadelphia from 1996 until 2002(2008 – 2017); previously Vice President, Human Resources (2005 – 2008)
•Executive Vice President, Comcast Foundation (2008 – 2011 and was a partner in the law firm of2016 – 2017); previously President (2011 – 2016)
•Partner, Ballard Spahr Andrews & Ingersoll.Ingersoll, LLP where she chaired(1992 – 2005); including Chair of Litigation Department (2002 – 2005)
•City Solicitor, City of Philadelphia (1990 – 1992)
•General Counsel to the Litigation department from 2002 until 2005. Ms. Lillie spent several years in public service and taught law at Villanova SchoolRedevelopment Authority of Law.the City of Philadelphia

Career Highlights(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
(If elected, Ms. Lillie will step off
•Former Director and Chair of the PECO board.)

●   Former Director,Board, Federal Reserve Bank of Philadelphia


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Matthew Rogers

photo_Richo.jpg
Anna Richo
INDEPENDENT

NEW Director Nominee

Age: 60

63

Director Since: August 2023
Other Public Company

Boards: 0

Committees:*
Committees: •Audit and Risk

*If elected,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, 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 company board experience and her board service on behalf of several charitable nonprofit organizations brings valuable insights and perspectives to our Board.
Career Highlights
•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 and 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 Minnesota
Other Public Company Boards
•Adamas Pharmaceuticals, Inc. (2020 – 2021)
•Cytyc Corporation (1998 – 2003)

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Exelon 2024 Proxy Statement
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photo_rogers.jpg
Matthew Rogers
INDEPENDENT
Age: 61
Director Since: April 2023
Other Public Company Boards: 0
Committees:*
•Audit and Risk
*If re-elected, Mr. Rogers’ committee assignmentsRogers will be determined byassume the Board at a later date.role of Chair of the Operations, Safety, and Customer Experience Committee, effective April 30, 2024.

Mr. Rogers is a globalan 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 McKinsey 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 USU.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

●   •Board Advisor,Director, Upstream Tech, which builds software to manage water flows and land use
•Director, Ojjo, a solar foundations installer

●   •Member, National Petroleum Council


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Bryan Segedi
INDEPENDENT
NEW Director Nominee
Age: 64
Director Since: January 2024
Other Public Company Boards: 1
Committees: 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 Responsibility
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Exelon 2024 Proxy Statement
Board and Corporate Governance Matters
Overview of Board’s Role Governance Snapshot

Exelon’s business, property and affairs are managed under the direction of the Board of 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 Highlights

Exelon’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.comon the Governance page.

Proxy Access

●    •Eligible shareholders may submit nominees for consideration by the Corporate Governance Committee or nominate Directors through Exelon’s “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. Our Audit and Risk Committee oversees Exelon’s risk management strategy, policies and practices, and risk exposures. OversightThe 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 cybersecurityan Operations, Safety, and Customer Experience Committee, which will oversee Exelon’s risks and risk mitigation plans related risks are overseen byto our operations and the Board.health and safety of our employees and contractors and members of the public.

Shareholder Engagement

●    •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 investors and to share Exelon’s perspective on matters of mutual interest. See also the Compensation Discussion & Analysis section for a summary of the input received during 20222023 related to our executive compensation program.

Continuing Education

●    •Continuing director education is provided during Board and Committee meetings. The Company also encourages and pays for Director participation in externally offered director development opportunities.

Other Governance Best Practices

●    •Independent Directors meet regularly in executive sessions without management during Board and Committee meetings.

•●    TransparentDisclosures regarding political activities and contributions are provided through semi-annual reportingreports available on www.exeloncorp.com.www.exeloncorp.com.

 

Director Elections:

Annual

Vote Standard:

Majority

of votes cast in uncontested elections

Chair Independence:

Independent

Committee Independence:

100% Independent

Board Self-Evaluation:

Annual

Committee Self-Evaluation:

Annual

Director Evaluation:

Biennial

includes input from peers and executive management

Mandatory Retirement Age:

75

Director Stock Ownership:

5x annual cash retainer

within 5 years; hedging, pledging, and short sales prohibited

Outside Boards (Non-CEOs):

Maximum of 3

in addition to Exelon (4 total)

Outside Boards (Active CEOs):

Maximum of 1

in addition to Exelon (2 total)
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Investor Engagement

Our relationship with our shareholders 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 2022,2023, Exelon’s engagement team, comprising membersrepresentatives of the Office of Corporate Governance, Investor Relations, Executive Compensation, EnvironmentalHuman Resources, Strategy, Innovation and Sustainability, and Compliance met to discuss a wide variety of issues with investors.

In 2022,2023, 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 36%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 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.

Annual Engagement Cycle

Annual Engagement Cycle

darkblue.jpg●  
green.jpg
blue.jpg
purple.jpg
SPRING/SUMMERFALL/WINTERPRE-ANNUAL MEETINGANNUAL MEETING
•Review annual meeting results and develop focused off-season engagement plan
•Review governance practices in light of investor feedback and governance 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.

●  Review annual meeting results and develop focused off-season engagement plan

●  Review governance practices in light of investor feedback and governance trends

●  Engage with shareholders on proxy matters, including any shareholder proposals

●  Answer questions about proxy issues and the Board’s vote recommendations

●  Engage with shareholders to solicit feedback and understand their priorities

●  Evaluate potential changes to governance policies, compensation practices or other disclosures

RECENT ACTIONS DEMONSTRATING RESPONSIVENESS TO INVESTOR FEEDBACK

During 2022, ESG2023, 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 2022,2023, our Investor Relations team refreshed an in-depth 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.


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Board and Corporate Governance Matters

Board Oversight of Risk

The 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. RiskCybersecurity and other risk items that are overseen by the full Board are generally those that are deemed most critical to our operations or strategy.

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. Reports provided by senior leadership, as well as third-party experts, support oversight of the key risks delegated to each 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
BOARD OF DIRECTORS
The Full Boardhas primary responsibility for risk oversight including the following areas:
icon_check_blue.jpg  Oversight of significant enterprise risk, and risk management strategies, policies, procedures, and mitigation efforts

  Cybersecurity

  Utility operations, strategy and safety

long-range business plan 
icon_check_blue.jpg  Cybersecurity

icon_check_blue.jpgDEI initiatives and diverse business spending
 
icon_check_blue.jpgBusiness risks and capital allocation, including capital decisions related to environmental and climate change
risks
AUDIT AND RISK
COMMITTEE
TALENT MANAGEMENT & COMPENSATION
COMMITTEE
COMPENSATION COMMITTEECORPORATE GOVERNANCE
COMMITTEE		Management

icon_check_green.jpg  ReviewsOversees independent auditor relationship and internal audit risk assessmentprogram, and oversee risks associated with financial reporting

icon_check_green.jpg  Oversees tax strategy and assessment of tax risks

icon_check_green.jpg  Reviews conflictsOversees compliance and ethics program, including review of interest,significant compliance and ethics andmatters, review of an annual compliance issues

Overseesrisk assessment, and compliance with policies governing interactions with public officials

icon_check_green.jpg  Oversees enterprise risk program

 

icon_check_green.jpgOversees compensation philosophy and strategy to align with Exelon’s strategic and operating objectives

icon_check_green.jpg  Evaluates risks related to compensation policies and practices

icon_check_green.jpg  Oversees matters related to corporate culture and human capital

talent development

 

icon_check_green.jpgOversees CEO succession planning

icon_check_green.jpg  Reviews risks related to governance and shareholder activism

icon_check_green.jpg  Oversees sustainability and climate change strategies and efforts to protect and improve the environment

icon_check_green.jpg  Oversees political contributions

Managementis primarily responsible for:

icon_check_green.jpg  Identifying risk and risk controls related to significant business activities

icon_check_green.jpg  Mapping the risks to company strategy

icon_check_green.jpg  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 risk

OPERATIONS, 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 risks

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Board and Corporate Governance Matters
Enterprise Risk Management

Managing 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: FunctionFirst Line: Functions that own and manage risk
●Second Line: Function 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)

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Board and Corporate Governance Mattersmanage 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 projects

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 projects
ERM 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 Responsibilities

Oversight of Strategy

The 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. In 2022, the key focus of the Board’s strategy retreat was “Leading the Energy Transformation.”

Oversight of ESG

Sustainability and Responsible Business Practices

The Board’s oversight of strategy and risks includes oversight of key ESGsustainability and responsible business matters at both the committee and full Board levels. Issues such as climate, DEI, safety, and cybersecuritysafety 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 havehas oversight of relevant ESG issues. The Audit and Risk Committee reviews SEC disclosures related to human capital management, environmental and environmentalcybersecurity 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 Corporate Governance CommitteeCGC 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 ESGrelevant issues including but not limited to cybersecurity; 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 Cybersecurity
Our 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.
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Exelon 2024 Proxy Statement
Board and Corporate Governance Matters
Oversight of Utility Boards

Each 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 with 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 clearly defining utility director qualifications and core competencies, including the need to reflect the diversity of the communities served; clarifying utility boards’ duties and limits of authority to align with the parameters of the controlled company structure; and implementing formal annual utility board and director evaluations.

Pursuant to its charter, the Exelon Corporate Governance Committee’sCGC’s responsibilities for oversight of the Utility Boardsutility boards include (1) determining utility board size and consulting on the appropriate skills needed for each utility board; (2) assessing potential utility board candidates and approving utility director elections; (3) reviewing and recommending evaluation processes and criteria and annually reviewing the results of completed evaluations; 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 recommending revisions as needed.

30     Exelon 2023 Proxy Statement

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Board Dynamics

Board Leadership

Exelon’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.

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.

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.

Director Tenure

The

Board generally believes that a mix of long-and short-tenured directors promotes an appropriate balance of views and insights and allows the Board as a whole to benefit from the historical and institutional knowledge that longer-tenured directors possess, and the fresh perspectives contributed by newer directors.

If each director nominee is elected to the Board, after the 2023 Annual Shareholders’ Meeting, our incumbent directors will have served an average of 4.4 years on the Board. We believe that this mix of tenure on the Board represents a diversified “portfolio” of new perspectives and deep institutional knowledge.

Board DiversityComposition and Refreshment

The Corporate Governance CommitteeCGC regularly reviews the composition of the Board, and, while the CommitteeCGC does not prescribe diversity standards, it 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, as well as professional and life experience.

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. The 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.

If 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 Attendance

The Board of Directors held 98 meetings during 2022,2023, 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 she was a member. AttendanceDemonstrating the Board’s engagement, average Director attendance at Board and Committee meetings during 2022 averaged2023 was 99%.
All Director nominees are expected to participate in the annual meeting of shareholders. All nominees for incumbent Directors as a group. All DirectorsDirector at the 2023 annual shareholders meeting attended the 2022 annual shareholders meeting.

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Board and Corporate Governance Matters

Board Committees

There are currently

During 2023, there were three standing committees of the Board: Audit and Risk; Talent Management and Compensation; and Corporate Governance.
The Board Chair and CEO generally attend all Committee meetings and all Committees meet regularly in executive session without management present. 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 www.exeloncorp.comon the “Governance Overview” page and in print to any shareholder who requests a copy from Exelon’s Corporate Secretary.

  Committee Membership as of March 15, 2023
  Audit and Risk  Compensation  Corporate
Governance
Anderson                ●          CHAIR
Berzin1 CHAIR     ●
Bowers2 ●     ●
Butler        
Cheshire3 ●  ●   
Gutierrez1 ●  ●   
Jojo ●  CHAIR   
Joskow1 ●      
Young       ●
Total Number of Meetings in 2022: 5  5  6
(1)Ms. Berzin, Secretary Gutierrez, and Dr. Joskow are not standing for re-election.
(2)If re-elected, Mr. Bowers
 Committee Membership as of March 20, 2024
 Audit and RiskTalent Management and CompensationCorporate
Governance
Anderson1
 ●CHAIR
BowersCHAIR ●
Butler   
Cheshire●CHAIR 
Lillie● 
Jojo●● 
Rogers●
Richo●  
Segedi
Young2
  ●
Total Number of Meetings in 2023:644
(1)Mr. Anderson is not standing for re-election.
(2)If re-elected, Mr. Young will assume the role of Chair of the Audit and Risk Committee effective April 25, 2023.
(3)If re-elected, Ms. Cheshire will assume the role of Chair of the Compensation Committee effective April 25, 2023.

During 2022, there was one additional standing committee: the Generation Oversight Committee. The Generation Oversight Committee was dissolved in February 2022 upon the closing of the separation.

If elected, the Board will determineCorporate Governance Committee, assignments for Ms. Lillie and Mr. Rogers in due course. Until such assignments are made, it is anticipated that each new member would attend all Committee meetings as part of their onboarding.effective April 30, 2024.

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Committee Responsibilities

Audit and Risk Committee

 05_425845-1_images_committeeresonsibilities_chairbowers.jpg
Chair: Paul Bowers
Members:1Rodgers Cheshire, Jojo, Richo, Rogers
05_425845-1_images_committeeresonsibilities_memberrodgerscheshire.jpg05_425845-1_images_committeeresonsibilities_memberjojo.jpg05_425845-1_images_committeeresonsibilities_memberricho.jpg05_425845-1_images_committeeresonsibilities_memberrogers.jpg
Meetings in 2023: 6
Chair: Ann Berzin*Members: Bowers, Cheshire, Gutierrez, Jojo, Joskow
Meetings in 2022: 5Committee is 100% Independent

Committee Responsibilities:

Committee 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 independent auditor and evaluates its qualifications, performance, independence, and fees
●•
Oversees the Company’s internal audit function
●•
Oversees risk management functions and strategies, 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 matters

Audit Committee Financial Experts

The Board of Directors has determined that Ms. Berzin and Mr. Bowers, are “Audit Committee Financial Experts” as defined by SEC rules.

See page 42

Audit Committee Financial Experts
The Board of Directors has determined that Messrs. Bowers and Rogers are “Audit Committee Financial Experts” as defined by SEC rules.
See page 46 for the Audit Committee Report.

*Ms. Berzin is not standing for re-election. If re-elected, Mr. Bowers will assume the role of Chair of the Audit and Risk Committee effective April 25, 2023.Report.

Talent Management and Compensation Committee

05_425845-1_images_committeeresonsibilities_chairrodgercheshire.jpg
Chair: Marjorie Rodgers Cheshire
Members:2 Anderson, Jojo, Lillie
05_425845-1_images_committeeresonsibilities_memberanderson.jpg05_425845-1_images_committeeresonsibilities_memberjojo.jpg05_425845-1_images_committeeresonsibilities_memberlillie.jpg
Meetings in 2023: 4
Chair: Linda Jojo*Members: Anderson, Cheshire, Gutierrez
Meetings in 2022: 5Committee is 100% Independent

Committee Responsibilities:

Committee Responsibilities:
●•
Assists Board in establishing performance criteria, evaluation, and compensation for CEO
●•
Approves executive compensation program design for executive officers, other than the CEO
●•
Monitors and reviews leadership and succession information for executive roles
●•
Retains the Committee’s independent compensation consultant
●•
Reviews Compensation Discussion and Analysis and prepares Compensation Committee Report for this proxy statement

Compensation Committee Interlocks and Insider Participation

During 2022, none of Exelon’s executive officers served on the board of directors of any entities whose executive officers serve on the Compensation Committee.

See page 59

Compensation Committee Interlocks and Insider Participation
During 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 no member had any relationship with Exelon that would require disclosure under the SEC rules.
See page 62 for the Compensation Committee Report.

*If re-elected, Ms. Cheshire will assume the role of Chair of the Compensation Committee effective April 25, 2023.Report.

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1.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.
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Corporate Governance Committee

 05_425845-1_images_committeeresonsibilities_chairanderson.jpg
Chair:3Tony Anderson
Members:3Bowers, Young
05_425845-1_images_committeeresonsibilities_memberbowers.jpg05_425845-1_images_committeeresonsibilities_memberyoung.jpg
Meetings in 2023: 4
Chair: Tony AndersonMembers: Berzin, Bowers, Young
Meetings in 2022: 6Committee is 100% Independent

Committee Responsibilities:

Committee 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
●•
Reviews Exelon’s director compensation program and retains an independent compensation consultant
●•
Authorized to retain an independent search firm to identify Director candidates
New Committee: Operations, Safety, and Customer Experience
In 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 performance







3.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.

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Board and Corporate Governance Matters

Board, Committee, and Individual Director Evaluations

Assessment and Feedback

Our 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, Board Committees, and individual Directors.

Annual Board Evaluations

Assessment and Feedback

The Board conducts an annual assessment of its performance and effectiveness. The process is coordinated by the Board Chair and the Chair of the Corporate Governance Committee (CGC) and considers recommendations from the Corporate Governance CommitteeCGC on the process and criteria to be used for Board, Committee, and individual Director evaluations. The Corporate Governance CommitteeCGC oversees and approves the annual formal board evaluation process.

icon_annual1_purple.jpg
INTERVIEWS
FACILITATED DISCUSSIONSThe 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 orsteps out to allow the chair of the Corporate Governance Committee conduct one-on-one interviews with each Board memberother Directors to discuss the below topics, among others that may arise.Chair’s performance. Directors are provided a list of questions and discussion topics to review prior to their interview. Interviews also seek practical inputthe discussion, focusing on what the Board should continueis doing start doing,well and stop doing.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

backgrounds

●  •Board meeting logistics

●  CEO, senior management, and Director succession planning

Company culture

●  •Accountability to shareholder views

●  Board Committee structure and composition

●  Board culture and composition

●  Management engagement with the Board and Committees

●  •Quality of information and materials provided to the Directors

•Board meeting logistics
icon_annual2_purple.jpg
DISCUSSION
REVIEW AND
NEXT STEPS
Following the completion of such interviews,the session, the Board Chair and chair ofCGC Chair review the Corporate Governance Committee collaborate to prepare and provide toassessment with the Board, a summary of the assessment input provided. From there,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.
2022 OUTCOMEThe Board’s current structure, composition, and effectiveness were deemed to be very strong in light of consistently collaborative interactions.

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Board and Corporate Governance Matters

Annual Committee Evaluations

Assessment and Feedback

All of the Board’s standing Committees conduct annual assessments of their performance.

icon_annual1_purple.jpg
FACILITATED DISCUSSIONSQUESTIONNAIRESCommittee Members complete written questionnairesThe Chair of the CGC facilitates a discussion with the members of each committee in executive session focusing on the performance of each committee includingcommittee. 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,information, whether meeting materials and presenters are effective, and other matters. In addition, these assessments also seek practical input on what Committees should continue doing, start doing, and stop doing.

icon_annual2_purple.jpg
DISCUSSION
REVIEW AND
NEXT STEPS
A summaryThe CGC Chair and Board review the results of alleach Committee assessment, results is provided to the Corporate Governance Committee and Board for review and discussion. From there, the Board and Committees develop action plans based on the results, as appropriateappropriate. 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.

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Exelon 2024 Proxy Statement
2022 OUTCOMEThe Committees’ current structure, composition, and effectiveness were deemed to be very strong in light of consistently collaborative interactions.

Board and Corporate Governance Matters
Biennial Individual Director Evaluations

Assessment and Feedback

Individual 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.

icon_annual1_purple.jpg
QUESTIONNAIRESINTERVIEWSAll Directors are interviewed by theThe Chair of the Corporate Governance Committee or by the Board ChairCGC requests input from all Directors with regard 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. Directors and members of senior managements are provided a list of questions and discussion topics to review prior to their interviews. The interviews included the below topics as well as practical input onassessment, including what Directors does well, should continue doing, start doing,to do, and stop doing.

●  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 training

icon_annual2_purple.jpg
DISCUSSION AND
NEXT STEPS		After discussingreviewing the process and overall results withinput received, the Corporate Governance Committee, the CommitteeCGC Chair collaborates with the Board Chair to provide constructive feedback separately to individual Directors undergoing assessment for developmental opportunities. Individual assessment results are discussed with the Corporate Governance Committee in executive session.

Annual Utility Board and Director Evaluations

Assessments and Feedback

Oversight of the utility boards was strengthened in 2020 to provide for annual assessments of each utility board and utility director. Utility directors are provided a list of questions and topics to review prior to discussion with the utilities board chair (Calvin Butler).or his delegate. Results of these interviews are summarized orally and presented to the Corporate Governance Committee or Board as deemed appropriate. The Committee then develops plans to take actions based on the results, asappropriate, and appropriate feedback is communicated to individual directors as needed.

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Board and Corporate Governance Matters

Director Orientation and Education

The 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 onboardingorientation 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 needsunits and preferences.

corporate functions.

Continuing Education and Site Visits

Continuing 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 plans for at least one meeting a year in which a session isperiodically holds sessions devoted to education on new accounting rules and standards andand/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. The Company covers the cost for any Director who wishes to attend external programs

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Board and seminars on topics relevant to their service as Directors.

Directors are also invited from time to time to tour other facilities such as Exelon’s cyber operations center, substations, and utility operations control centers. During these visits, Directors are able to interact directly with employees staffing key functions.

Corporate Governance Matters


Governance Matters
Corporate Governance Principles

Our 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 2022 to reflect evolving governance trends and to remain contemporary with the needs of the Company and its stakeholders.

March 2024.

Process for Communicating with the Board

Shareholders and other interested persons can communicate with any Director or the independent Directors as a group by writing to them at Exelon Corporation, Attn: Office of the Corporate Secretary, 10 South Dearborn Street, P.O. Box 805398, Chicago, IL 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.

36     Exelon 2023 Proxy Statement

EthicsOffice2@exeloncorp.com.
40
Exelon 2024 Proxy Statement

Table of Contents

Board and Corporate Governance Matters

Director Compensation

The 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 2022,2023, 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.

Cash Fees

The table oppositebelow sets forth the cash compensation paid in 20222023 to Exelon’s non-employee Directors. 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.

Additionally, Directors who serve as members of special committees that may be formed from time to time receive fees of $5,000 per quarter for as long as the Committee remains needed, provided that the Board may determine that additional fees are appropriate depending on the nature and scope of the special committee.

RoleAnnual Cash
Retainer
($)
Non-Employee Director125,000
Board Chair180,000
Committee Chairs: 
Audit and Risk Committee25,000
Talent Management and Compensation Committee20,000
Corporate Governance Committee20,000


Equity Compensation

A significant portion of Director compensation is provided in the form of equity to align the interests of Directors with the interests of shareholders. In 2022,2023, Exelon’s non-employee Directors received deferred stock units (DSUs) valued at $155,000.$165,000. DSUs were granted quarterly in arrears and credited to a notional account based upon the closing price of Exelon common stock on the date the quarterly dividend is paid. DSUs earn dividend equivalents which are reinvested as additional stock units. Directors 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 will be distributed in either a lump sum or in annual installments based on each Director’s election.

Based upon the Corporate Governance Committee’s review of peer benchmarking completed in December 2022, the Board approved an increase in the value of directors’ deferred stock units to $165,000 per year, effective January 2023. No other changes were made to the Director’s compensation program.

The table below sets forth the amount of DSUs held by each non-employee Director as of December 31, 2022.2023. The balances reported include additional DSUs accumulated as dividend equivalents.

NameTotal Deferred Stock Units
(#)
Anderson51,46757,525 
Berzin1Bowers99,7959,665 
BowersCheshire5,29214,939 
CheshireJojo10,38042,767 
GutierrezLillie4,2742,849 
JojoRicho37,2291,732 
JoskowRogers76,3072,849 
Young20,57825,509 
Total All Directors305,322157,835

1.www.exeloncorp.comFor Ms. Berzin, the balance also includes DSUs 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.41

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Table of Contents

Board and Corporate Governance Matters

Stock Ownership Requirement

In December 2021, based on the Corporate Governance Committee’s review of benchmarking information, the Board updated the Director share ownership requirement to five times the annual cash retainer. (The previous requirement had been a fixed number of shares.)

All 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 Provided

From 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.

Additionally, under Exelon’s matching gift program, the Exelon Foundation matches donations to eligible non-profit organizations, dollar for dollar, up to $15,000 per calendar year, for Directors.

2022

2023 Director Compensation

The 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 2022.2023. Calvin Butler, Exelon’s CEO, did not receive any additional compensation in 2023 for his service on the Board. For information regarding his compensation as the CEO, please see Proposal 3 - Say on Pay: Advisory Vote on Executive Compensation.
Director NameCash Fees
($)
(Note 4)		Equity
Compensation
($)
(Note 5)		All Other
Compensation
($)
(Note 6)		Total
Compensation
($)
Anderson165,000 165,000 — 330,000 
Berzin1
47,734 52,582 15,000 115,316 
Bowers162,102 165,000 — 327,102 
Cheshire158,681 165,000 952 324,633 
Gutierrez1
39,835 52,582 — 92,417 
Jojo131,319 165,000 1,253 297,572 
Joskow1
39,835 52,582 — 92,417 
Lillie2
85,508 112,871 15,461 213,840 
Richo3
51,630 68,601 — 120,231 
Rogers2
85,508 112,871 — 198,379 
Young305,000 165,000 — 470,000 
Total All Directors1,272,152 1,277,089 32,666 2,581,907 
(1)

Director Name Cash Fees
($)
(Note 4)		 Equity
Compensation
($)		 All Other
Compensation
($)
(Note 5)		 Total
Compensation
($)
Anderson 166,722 155,000 2,091 323,813
Berzin1 150,000 155,000 18,286 323,286
Bowers 144,674 155,000 15,000 314,674
Brlas2 12,486 13,347 — 25,833
Cheshire 144,674 155,000 15,000 314,674
de Balmann2 14,208 13,347 — 27,555
Gutierrez1 125,000 155,000 — 280,000
Jojo 138,626 155,000 15,000 308,626
Joskow1 125,000 155,000 — 280,000
Lawless2 14,208 13,347 — 27,555
Richardson2 14,208 13,347 — 27,555
Shattuck3 144,758 49,821 515,000 709,579
Young 257,510 155,000 857 413,367
Total All Directors 1,452,074 1,343,209 581,234 3,376,520
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)42Ms. Berzin, Secretary Gutierrez, and Dr. Joskow are not standing for election at Exelon’s 2023 annual meeting of shareholders.
Exelon 2024 Proxy Statement

Audit Matters
(2)
PROPOSAL
2
Ms. Brlas, Mr. de Balmann, Mr. Lawless, and Admiral Richardson departed the Board in connection with the separation of Constellation from Exelon, effective February 1, 2022.
(3)Mr. Shattuck retired and did not stand for election at Exelon’s 2022 annual meeting of shareholders.
(4)Includes annual Board and Committee retainers including any amounts voluntarily deferred into the Director Deferred Compensation Plan. Amounts reported for Ms. Cheshire and Messrs. Anderson, Bowers, de Balmann, Lawless, and Shattuck each include fees for membership on one or more special committees. Prorated retainers were paid to Ms. Brlas and Messrs. de Balmann, Lawless, Richardson, and Shattuck.
(5)Amounts reported in this column include contributions made by Exelon in honor of Board service or under Exelon’s matching gift program. Amounts reported in this column include contributions of $15,000 for each of Mses. Berzin, Cheshire and Jojo and Messrs. Bowers and Shattuck in matching gifts. For Mr. Shattuck, who departed from the Board in 2022, the amount shown reflects a one-time contribution of $500,000 made by Exelon to charitable organizations in honor of his years of service to Exelon. For Mr. Anderson, Ms. Berzin and Mr. Young the amount shown includes $818, $660, and $595 respectively which represent 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. Mr. Anderson, Ms. Berzin, and Mr. Young received $1,274, $2,626, and $262 respectively for the reimbursement of additional taxes due on the value of the travel and non-travel related benefits received.

38     Exelon 2023 Proxy Statement

Table of Contents

Audit Matters

PROPOSAL
2

Ratification of PricewaterhouseCoopers LLP as

Exelon’s Independent Auditor for 2023

The2024

Based on the most recent evaluation and consideration 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 the Audit and Risk Committee’s level of satisfaction with the quality of services provided by PwC and consideration of factors described below. 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 audit quality given its experience with the Company and knowledge of the business. Because of PwC’s familiarity with Exelon, the firm has developed and implemented efficient and innovative audit processes, which has enabled the provision of services for fees considered competitive by the Committee and has demonstrated an ability to focus on risks significant to the Company and its industry.

industry and has developed and implemented efficient and innovative audit processes, which have enabled the provision of services for fees considered competitive by the Committee.

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The Board recommends a vote “FOR” the ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2023.2024.

Evaluation of the Independent Auditor

The Audit and Risk 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 management and the members of the Audit and Risk Committee.ARC. Results of the full assessment were discussed by the Committee as part of its annual review process. Using the framework, the Audit and Risk CommitteeARC assessed the following four areas in addition to a consideration of the independent audit firm’s independence.

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 2021 PCAOB InspectionPublic Company Accounting Oversight Board (PCAOB) inspection report issued in 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.

ALIGNMENT WITH EXELON’S CORE VALUES
•

●Whether the independent audit firm and onsite team demonstrate a commitment to diversity, equity, and inclusion (DEI) aligned with Exelon’s core values.

●•Annual DEI assessment of third-party finance vendors by management led to PwC’s appointment to the DEI honor roll for the tenthtwelfth consecutive year.

LEVEL OF SERVICE PROVIDED BY THE INDEPENDENT AUDIT FIRM
•

●Results of annual assessment distributed to the Committee and management with highfrequent 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.

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Table of Contents

Audit Matters

Independence

In addition, to the assessment areas discussed 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. Based on the results of its assessment, the Audit and Risk Committee found PwC to be independent from the Company and its management and appointed PwC as its independent auditor for 2023.

2024.

Tenure

PwC 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 safeguard 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 while still keeping the historic understanding of the Company.

●Continuity Mitigates Disruption Risk. Bringing on a new independent auditor, without reasonable cause, would require management to devote significant resources and time to educating a new independent auditor to reach a comparable level of familiarity with our business and control framework, potentially distracting from management’s focus on financial reporting and internal controls.

●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 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. Additionally, on at least an annual basis PwC provides the Committee reports regarding its independence.

●Lead Partner Rotation. Under current legal requirements, the lead engagement partner for the independent audit firm may not serve in that role for more than five consecutive fiscal years, and the Committee ensures the regular rotation of the audit engagement team partners as required by law.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.

40     Exelon

Selection of Lead Engagement Partner
The ARC oversees the process for, and ultimately approves, the appointment of our independent auditor’s lead engagement partner at the five-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, Proxy Statement

Tablethe 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 Contents

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.

Audit Matters

Request for Shareholder Ratification

As 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 Audit and Risk CommitteeARC will reconsider its selection, but no assurance can be given that the 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.
44
Exelon 2024 Proxy Statement
Audit Matters

Critical Audit Matters

In conformance with Public Company Accounting Oversight Board rules, the Committee reviewed and discussed with PwC one critical audit matter 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 and Risk 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 20222023 Annual Report on Form 10-K.

Pre-Approval of Audit and Non-Audit Services
The ARC has adopted a Policy for Pre-Approval of Audit and Non-Audit Services Provided by the Independent Auditor Fees

The table presents all fees billed to us by PwCAuditors (Policy) that includes pre-approval requirements for the two most recent fiscal years. The fees for 2021 included the audit of Exelon inclusive of Constellation Energy Group, which was spun-off to Exelon shareholders in 2022.

  Year Ended
December 31,		 
(in thousands)     2022      2021 
Audit Fees1  $15,269  $24,432 
Audit Related Fees2  225   1,080 
Tax Fees3  662   1,530 
All Other Fees4  2,666   1,228 
Total: $18,822  $28,270 
1.Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including SEC and FERC financial statement audits and reviews, review of documents filed with the SEC, issuance of comfort letters and consents for debt issuances and other attest services required by statute or regulation.
2.Audit related fees consist of assurance and related services that are traditionally performed by the principal auditor and are reasonably related to the performance of the audit or review of the financial statements, 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 receipt of an SEC subpoena requesting information related to the facts underlying the deferred prosecution agreement entered into by ComEd.

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Audit Matters

Fees Subject to Pre-Approval Policy

Pursuant to the Audit and Risk Committee’s pre-approval policy, 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 and Risk 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 and Risk Committee on an annual basis.

For any services not covered by these initial pre-approvals, Further, the Audit and Risk Committee has delegated pre-approval authority to the 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 and Risk 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 Fees
The ARC is responsible for the audit fee negotiations associated with the company’s retention of PwC. The below table presents aggregate fees billed for audit and other services rendered by PwC for the two most recent fiscal years.

 
Year Ended
December 31,
(in thousands)20232022
Audit Fees1
$14,220 $15,269 
Audit Related Fees2
— 225 
Tax Fees3
590 662 
All Other Fees4
2,128 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 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, 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 receipt of an SEC subpoena requesting information related to the facts underlying the deferred prosecution agreement entered into by ComEd.
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Audit Matters

Report of the Audit and Risk Committee

Management has primary responsibility for preparing the Company’s financial statements and establishing effective internal controls over financial reporting. PricewaterhouseCoopers LLP (PwC), the Company’s independent auditor for the year ended December 31, 2022,2023, 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.Committee.

The

During fiscal year 2023, as part of the Audit and Risk Committee has reviewedCommittee’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, 2022, 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 Auditreporting, and Risk Committee has alsoquarterly 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 and Risk CommitteeSEC;
•Received the written disclosures and PCAOB-required letter regarding its communications withfrom PwC required by applicable requirements of the Audit and Risk 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 believes that the services provided by PwC in 2023 are compatible with, and Risk Committee has discussed the independent audit firm’s independence with PwC.do not impair, PwC’s independence.


In reliance on these reviews and discussions, and other information considered by the Committee in its judgment, the Audit and Risk 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, 2022,2023, for filing with the SEC. The Committee also reappointed PwC as the Company’s independent auditor for 2024.

This report is provided by the following independent directors, who constitute the Audit and Risk Committee:
Ann Berzin, Chair
Paul Bowers,Chair
Marjorie Rodgers Cheshire
Carlos Gutierrez
Linda Jojo
Paul JoskowAnna Richo

42     Exelon 2023 Proxy Statement

Matthew Rogers

Table of Contents

46

Executive
Compensation

Exelon 2024 Proxy Statement


Executive Compensation

PROPOSAL
3

Say-on-Pay: Advisory Vote on Executive Compensation

We 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 20232024 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 20232024 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the 20222023 Summary Compensation Table and the other related tables and disclosure.

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The Board recommends a vote “FOR” the approval of the compensation paid to the Company’s named executives, as disclosed in this proxy statement.
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Table of Contents

Compensation

Compensation Discussion &
Analysis (CD&A)

Overview

This CD&A discusses Exelon’s 20222023 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 2022.2023. These officers are listed below.

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Calvin G. Butler, Jr.

President & Chief
Executive Officer,
Exelon

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Jeanne Jones

Executive Vice President
and Chief Financial
Officer, Exelon

05_425845-1_images_littleton.jpg
Gayle Littleton

Executive Vice President
and Chief Legal Officer,
Exelon

pg48-pic_glocknerD.jpg
David Glockner

Executive Vice President,
Compliance, Audit and
Risk, Exelon

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Gil Quiniones

Chief Executive Officer,
ComEd

The CD&A also describes the compensation of the Company’s former President and Chief Executive Officer, Christopher Crane and former Senior Executive Vice President and Chief Financial Officer, Joseph Nigro. Mr. Crane retired from his position as President and Chief Executive Officer effective December 30, 2022 and Mr. Nigro ceased serving as the Company’s Chief Financial Officer effective October 17, 2022.

Compensation Philosophy and Objectives

The goals of our executive compensation program are to motivate executives to achieve long-term success, and grow shareholder value and to encourage the retention of key talent. The Talent Management and Compensation Committee (TMCC or Committee) sets challenging performance metrics that are tied to the Company’s financial and operational goals. Financial targets are based ouron internal business plans and external market factors. The following objectives and principles guide the design of our compensation program:

ObjectivePractices that Support this Philosophy
ACCOUNTABILITY AND LONG-TERM PERFORMANCE

●   •Our compensation program promotes pay-for-performance by linking business performance with shareholder returns and payouts and supporting the execution of Exelon’s business strategy over multi-year periods to drive the success of our long-term strategy.

●   •We set target performance levels that are challenging, but reasonably achievable, and 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 Compensation 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 to motivate measured, but sustainable and appropriate, risk-taking.

●   •Cash payments rewardAnnual incentive awards recognize the achievement of short-term goals, while equity awards encourage our executives to deliver strong, results over multi-year performance periods.long-term results.

COMPETITIVE

●   •Competitive compensation is provided to attract, engage, and retain talented executives with a strong track record of success, assuring a high performinghigh-performing and stable executive leadership team.

●   •Our compensation program factors inconsiders the size and complexity of Exelon’s business, peer group market data, internal equity considerations, experience, succession planning, performance, and retention.

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Exelon 2024 Proxy Statement

44     Exelon 2023 Proxy Statement

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Compensation Discussion & Analysis (CD&A)

2022

2023 Compensation Program Structure

In keeping with Exelon’s executive compensation philosophy and objectives, the Compensation Committee oversawTMCC 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 are based ondiffer from the other NEOs’ goals by including a mix of Adjusted (non-GAAP) operating EPS and ComEd-specific operational goals.

Pay ElementPay ElementFormMeasurement/PerformanceFormMeasurement/PerformancePurpose
SalaryCashMerit BasedFixedAttracts and retains top talent through fixed income at competitive, market-based levels attracts and retains top talent.levels.
Annual Incentive Plan (AIP)Cash
60%
60% - Adjusted (non-GAAP)
operating EPS*

15%15% - Outage Duration (CAIDI)(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 strategic goals related to DEI and sustainability.
Long-Term Incentive Plan (LTIP)
67%
67%
Performance Shares
33.4%

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-year3-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 TSRtotal shareholder return (TSR) as compared with the TSR of utility peers (UTY) over three-year period (TSR Modifier).

 
33%
Restricted Stock Units

Time-based award vests one-third per

year over 3 years; no performance

metrics

Balances LTI portfolio by providing executives with market competitive time-based awards.

*www.exeloncorp.comSee Appendix A for definitions of non-GAAP measures.49

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Compensation Discussion & Analysis (CD&A)

Alignment between Business Strategy & Compensation

Exelon’s value proposition, as articulated below inacross five strategic business objectives, reflects our continued focus on key strategic initiatives expected to drive strong operational and financial performance. The table below demonstrates the linkage between Exelon’s value proposition and the compensation components or metrics used in our executive compensation program.

20222023 Strategic
Business Objectives		Compensation Component or Metric2023 Performance Highlights
Business ObjectivesAIPLTIP
AIPicon_annual1_purple.jpg
LTIP2022 Performance Highlights
OPERATIONAL EXCELLENCE TO SUPPORT ACHIEVEMENT OF FINANCIAL OBJECTIVESOUTAGE DURATION, OUTAGE FREQUENCY, & CUSTOMER SATISFACTION All utilities achieved top-quartile CAIDI; BGE,had high performing reliability, with ComEd and PECO achievedachieving best-on-record SAIDI and SAIFI performance; gas utilities achieved top decile odor response; and 3 of our 4 utilities achieved top quartile customer satisfaction.performance.
icon_annual2_purple.jpg
EPS GROWTH OF 6-8% AND RATE BASE GROWTH OF 8.1%
FROM 20212022 - 20252026		ADJUSTED (NON-GAAP) OPERATING EPS*EXELON NET INCOME*Adjusted (non-GAAP) operating EPS* of $2.27,$2.38, exceeding the midpoint of guidance of $2.25 and rate base growth representing 8.1% growth over guidance for 2021 provided during 2022 Analyst Day.$2.36.
icon_annual2_purple.jpg
SUPPORT UTILITY GROWTH, DEBT REDUCTION AND THE DIVIDEND EXELON CFO/DEBT*Issued $575M$142M of equity to support a balanced funding strategy in support of a strong balance sheet and paid out $1.35$1.44 per share of dividends in alignment with our total shareholder return proposition.
Artboard 2.jpg
INVEST IN UTILITIES WHERE WE CAN EARN AN APPROPRIATE RETURN UTILITY EARNED ROE*Invested approximately $7.2$7.3 billion at our electric and gas companies to replace aging infrastructure and enhance reliability and resiliency for the benefit of customers.customers; above target performance with an Earned ROE of 9.3%.
icon_annual2_purple.jpg
CREATE SUSTAINABLE VALUE FOR SHAREHOLDERS BY EXECUTING BUSINESS STRATEGYRESPONSIBLE BUSINESS MODIFIER

RELATIVE TSR

(Modifier)

MODIFIER
The Company met all of the DEI goals and sustainability initiatives established for 2023 at target.
Outperformed the UTY by 7.68%1.76% for the 2022 to 2023 period with Exelon’s TSR at 8.33%-6.81%.

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Compensation Discussion & Analysis (CD&A)
CEO Evaluation
The 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

pie_PayAtRiskButler.jpg

Calvin

The Talent Management and Compensation Committee and the independent Directors of the Board approved the following compensation for Mr. Butler

Upon Mr. Butler’s in December 2022 for 2023 upon his promotion to the role of President and Chief Executive Officer effective December 31, 2022, the Compensation Committee and Board approved the following compensation for Mr. Butler. In keeping with its prior practice, aCEO. A significant portion of Mr. Butler’s total direct compensation is in the form of long-term incentives at 73%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 increased 28.5% from $975,000 to $1,250,000.

AIP Award Payout:Payout for 20222023 performance results was pro-rated to align with Mr. Butler’s promotions on October 17, 2022 (to the role of President and Chief Operating Officer) and December 31, 2022, and based on Exelon’s above target performance of 110.75%129.48%.

2020-20222021-2023 Performance Share Payout:Performance, inclusive of the TSR modifier was above target at 104.98%102.48%.

Christopher Crane

The Compensation Committee and Board approved the following compensation for Mr. Crane in February 2022. Consistent with prior years, a significant portion of Mr. Crane’s total direct compensation was in the form of long-term incentives at 76%, which is consistent with the compensation of CEOs in Exelon’s peer group.

Base Salary: Base salary was increased 2.5% from $1,305,930 to $1,338,578.

AIP Award Payout: Payout for 2022 performance results was pro-rated to align with Mr. Crane’s retirement date of December 30, 2022, and based on Exelon’s above target performance of 110.75%.

2020-2022 Performance Share Payout: Performance, inclusive of the TSR modifier was above target at 104.98%. The independent members of the Board approved the Compensation Committee’s recommendation to reduce the payout of Mr. Crane’s 2020-2022 performance share award by $4,249,809, an adjustment intended to reflect the impact to Mr. Crane’s performance share payout if the corporate fine paid in connection with the 2020 deferred prosecution agreement entered into by Exelon subsidiary Commonwealth Edison Company had been taken into account in the financial performance calculations for 2020 that were used to determine that payout. The independent directors believe this adjustment is appropriate because Mr. Crane was serving as CEO of Exelon, Commonwealth Edison’s parent, at the time the conduct described in Commonwealth Edison’s deferred prosecution agreement occurred. More generally, the independent directors believe this adjustment is consistent with Exelon’s commitment to CEO accountability for all aspects of the Company’s performance and is supportive of its strong culture of ethics and compliance.

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Shareholder Engagement

The 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 over the course of the year through our ongoing shareholder engagement program and in connection with the annual meeting of shareholders. As discussed on page 28, during 2022,During 2023, Exelon engaged with a significant cross-section of our shareholder base, representing approximately 36%42% of Exelon’s outstanding shares.shares with independent director participation on some calls. Feedback from all discussions was shared with the appropriate Board Committee and/or the full Board.

3-YEAR AVERAGE


SAY-ON-PAY SUPPORT:

93.5%

93.6%

Shareholders expressed overall approval for Exelon’s executive compensation program and design, as demonstrated by the 20222023 say-on-pay vote results of 93.98%of 93.59%. Some investors also expressed support for the addition of an ESG-focused metric as part of the AIP. The Compensation Committee engaged in a study ofFor 2023, the feasibility of including an ESG-related performance metric as part of the AIP design for 2023. Based on input and market research from its independent compensation consultant, Meridian Compensation Partners, LLC, the Compensation CommitteeTMCC approved a change to the 2023 AIP design to include an ESGa modifier that will alignaligns and reinforcereinforces the Company’s focus on driving its ESG strategy. Starting with thediversity, equity and inclusion and advancing our sustainability goal of 2030 Path to Clean. The 2023 AIP (payable in the first quarter of 2024), the ESG modifierResponsible Business Modifier may increase or decrease the overall annual incentive payout up to ±10%. See discussion on page 6053 for more details.


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Compensation Discussion & Analysis (CD&A)
Base Salary

When evaluating whether to make 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. The CommitteeTMCC also takes into account the need to retain an experienced team along with job promotions, individual performance;performance, scope of responsibility, leadership skills and values, current compensation, internal equity, market competitiveness and other legacy matters.

For the CEO’s compensation, the Compensation CommitteeTMCC recommends CEO compensation to the independent members of the Board. In February 2022, the Compensation Committee recommended a 2.5% increase to Mr. Crane’s base salary based on the annual market assessment conducted by the independent compensation consultant, Meridian Compensation Partners LLC. In December 2022, the Compensation Committee approved a 28.2% increase to Mr. Butler’s base salary, which reflects the annual market assessment of his compensation and his promotion to CEO.

For the NEOs’ compensation, the Compensation CommitteeTMCC 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 20222023 as part of its annual review, the Compensation Committee approved a 2.5%4% increase in base salary for all NEOs, except for Mr. Quiniones dueButler whose 2023 compensation was approved in December 2022 for his promotion to his datethe role of hire.President and CEO.

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Compensation Discussion & Analysis (CD&A)

Annual Incentive Program (AIP)

AIP Overview

The 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.

In connection with the separation of Constellation from Exelon, which was effective February 1, 2022, the metrics for the 2022 AIP program were adjusted to reflect the financial and operational goals of post-separation Exelon.

The AIP program retains focus onincorporates a single financial metric (adjusted (non-GAAP) operating EPS*) and operational metrics that are aligned with the focus on driving outstanding customer experiences. OperationalThe 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 by regulators to assess Exelon’s performance. The operational metrics continue to include measurements of the duration and frequency of outages (SAIFI), as captured by CAIDI and SAIFI and introduceswell as a new customer satisfaction metric.

The following table provides a summary of the 20222023 AIP program metrics for each of our NEOs other than Mr. Quiniones.

 MetricsPurpose
   MetricsPurpose
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.Supports commitment to providing reliable power and quickly responding to interruptions, which 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.Supports commitment to dependable infrastructure and reliable power, which are essential to operations and customer satisfaction.
  
Customer 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.Supports commitment to meeting the needs and expectations of our customers with best-in-class service.
Modifier (+/-10%)
Responsible 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.
Supports commitment to environmental and DEI measures directly aligned to the communities that Exelon serves, our employees, and external stakeholders.

Since Mr. Quiniones is CEO of ComEd, his 2023 AIP goalsprogram metrics are based on 25% Adjustedadjusted (non-GAAP) operating EPS* and 75% ComEd-specific goals:

goals specific to ComEd’s financial and operational performance (listed below).
Metrics
Exelon Goals (25%)Adjusted (non-GAAP) Operating EPS*
ComEd-only Goals
(75%)

●   •25% ComEd Operating NetIncome*

●   •20% ComEd Total O&M Expense

●   2.5% Value Based Engagements

●   2.5% Safety Best Practices

●   •5.0% Outage Frequency (SAIFI)

●   •5.0% Outage Duration (CAIDI)(

●   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 Practices

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Exelon 2024 Proxy Statement
Compensation Discussion & Analysis (CD&A)
AIP Goal Setting and Rigor

Exelon’s goal-setting process employs a multi-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 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 follow a trend line consistent with long-term aspirations
●Sustainable Sharing - Earned awards reflect a balance of shared benefits for shareholders and participants

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Compensation Discussion & Analysis (CD&A)

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 participants
The 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. Each financial and operational goal includes “threshold,” “target,” and “distinguished” performance levels.

FINANCIAL
GOALS 60%		Building on past goal rigor, the Compensation Committee set an adjusted (non-GAAP) operating EPS* AIP target for 2022 at $2.25, with a “distinguished” goal set significantly above the upper end of Exelon’s full-year EPS guidance.

Financial Goals (60%)
Building on past goal rigor, the TMCC set an adjusted (non-GAAP) operating EPS* AIP target for 2023 at $2.36, with a “distinguished” goal set significantly above the upper end of Exelon’s full-year EPS guidance. See Appendix C for definitions of non-GAAP measures.
The following table depicts Exelon’s goal setting rigor and practice of setting the adjusted (non-GAAP) operating EPS* target at the mid-point (or higher) of the guidance range. The guidance rangesrange for 2020 and 2021 included Exelon’s generation business which was spun-off in February 2022. The 2022 target shown below represents an 8% increase compared to the pre-separation adjusted (non-GAAP) operating EPS* target for the utilities.

Year     Initial Full-Year
Guidance Range		     Target
(100%)		     Performance
as Percentage of Target
2022 $2.18 - $2.32 $2.25 112.5%
2021 $2.60 - $3.00 $2.87 106.7%
2020 $3.00 - $3.30 $3.19 - $3.22 75.0%

OPERATIONAL GOALS 40%Operational target metrics for 2022 were set at challenging levels that corresponded to top quartile performance compared to industry standards. Distinguished performance levels were set to outpace the industry’s best-in-class performance.

YearInitial Full-Year
Guidance Range
Target
(100%)
Performance as Percentage of Target
2023$2.30 - $2.42$2.36133.3 %
2022$2.18 - $2.32$2.25112.5 %
2021$2.60 - $3.00$2.87106.7 %
Operational Goals (40%)
Operational target metrics for 2023 were set at challenging levels that corresponded to top quartile performance compared to industry standards. Distinguished performance levels were set to outpace the industry’s best-in-class performance. The following table shows the target and relative performance for each operational metric. Only one year of data is shown for Customer Satisfaction IndexOutage Duration (SAIDI) which was a new metric in 2022.

AIP Operational Goals      Year      Target
(100%)		      Performance
as Percentage of Target
Outage Duration (CAIDI) 2022 80 100.0%
  2021 84 160.0%
  2020 85 200.0%
Outage Frequency (SAIFI) 2022 0.61 140.0%
  2021 0.69 160.0%
  2020 0.69 176.9%
Customer Satisfaction Index1 2022 8.15 72.5%
2023.
AIP Operational GoalsYearTarget
(100%)		Performance as Percentage of Target
Outage Duration (SAIDI)1
202347126.3 %
Outage Frequency (SAIFI)20230.59152.9 %
 20220.61140.0 %
 20210.69160.0 %
Customer Satisfaction Index20238.0975.9 %
20228.1572.5 %
(1)New metric in 2023
Responsible Business Modifier
Beginning 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 year related to enterprise-wide diversity, equity and inclusion and sustainability goals. The Committee may choose to apply the Responsible Business Modifier to adjust the payout amounts upwards or downwards by up to 10% or determine not to make any adjustments. Throughout the year, management reviewed score cards detailing qualitative and quantitative progress on those goals.

(1)
www.exeloncorp.comNew metric in 202253

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Compensation Discussion & Analysis (CD&A)

2022

2023 AIP Performance and Payout Determinations

The following table details the 20222023 threshold, target, and distinguished or maximum performance goals, and the results achieved. The performance factor for 20222023 AIP awards was calculated to be 110.75% 129.48%of target.

target for the NEOs other than Mr. Quiniones, and 125% for Mr. Quiniones as described 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 metrics. The final AIP award is calculated by multiplying the target award by the performance factor. Final awards can range from 0% to 200% of target. There are no individual performance modifiers for Exelon’s executive officers, including the NEOs.

  Performance Scale Performance
AIP Metrics:     Threshold
(50%)		     Target
(100%)		     Distinguished
(200%)		     Actual
Performance		     as % of
Target		     Weighted
Performance
Adjusted (non-GAAP) Operating EPS* $2.09 $2.25 $2.41 $2.27 112.5% 67.5%
CAIDI 90 80 65 80 100.0% 15.0%
SAIFI 0.80 0.61 0.46 0.55 140.0% 21.0%
Customer Service 7.95 8.15 8.40 8.04 72.5% 7.25%
        Performance Factor: 110.75%

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
Performance		as % of
Target		Weighted
Performance
Adjusted (non-GAAP) Operating EPS*$2.24 $2.36 $2.48  $2.38 133.33 %80.00 %
SAIDI74 47 28  42 126.32 %18.95 %
SAIFI0.72 0.59 0.42  0.50 152.94 %22.94 %
Customer Service7.82 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
Factor

     

Actual
Award
($)

Butler1 103.36% 965,606 110.75% 1,069,409
Jones2 64.09% 333,832 111.93% 373,663
Littleton3 86.09% 535,712 110.75% 593,301
Glockner 80.00% 496,920 110.75% 550,339
Quiniones4 80.00% 468,000 130.00% 608,400
Crane5 160.00% 2,135,857 110.75% 2,365,462
Nigro 100.00% 842,935 110.75% 933,551

NameAIP Target
(% of Salary)		Dollar Value of
AIP Target
($)		Performance
Factor		Actual
Award
($)
Butler140.00 %1,750,000 129.48 %2,265,900 
Jones90.00 %608,400 129.48 %787,756 
Littleton90.00 %608,400 129.48 %787,756 
Glockner80.00 %516,797 129.48 %669,148 
Quiniones1
80.00 %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.
1.Mr. Butler’s AIP target is a blended target based on the percentage of the year in his former positions of Executive Vice President and Chief Operating Officer (AIP target of 100%) and President and Chief Operating Officer (AIP target of 115%) and in his current position as President and Chief Executive Officer (AIP target of 140%).
2.54Ms. Jones’ AIP target is prorated based on her former AIP target of 55% (with a performance factor of 112.61%) and her current AIP target of 90% (with a performance factor of 110.75%) in connection with her promotion to Executive Vice President and Chief Financial Officer on October 17, 2022.
3.Ms. Littleton’s AIP target is prorated based on her former target of 85% and her current AIP target of 90% effective as of October 17, 2022.
4.Mr. Quiniones’ original formulaic AIP Performance Factor for the ComEd CEO plan was 149.27%. A material portion of Mr. Quiniones’ AIP payout is based on the performance of ComEd (metrics noted above). However, the Company limits the amount of any potential AIP award earned if overall company profitability is below particular thresholds, which limit ensures alignment with shareholders. Consequently, Mr. Quinones’ AIP award was reduced from 149.27% of target to 130% of target.
5.Mr. Crane’s award is pro-rated to reflect his employment for 364 days in 2022.
Exelon 2024 Proxy Statement

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Compensation Discussion & Analysis (CD&A)

Long-Term Incentive Program (LTIP)

LTIP Overview & Goal Setting Process

The Talent Management and Compensation Committee grants long-term equity incentive awards annually at its first 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 asin additional RSUsunits and remain subject to the same vesting conditions as the underlying RSUs.

awards.
Impact of Separation on the 2020 – 2022 and 2021 - 2023 LTIP Programs
Awards
Performance shares are typically earned based on performance achieved over a three-year period; however, under the terms of Exelon’s Long-Term Incentive Plans, the Compensation Committee is authorized to “appropriately adjust” outstanding equity-based compensation awards in the event of a spin-off transaction. The Compensation Committee made the adjustments discussed below by using the five-day pre- and post-separation volume-weighted average prices (VWAP) in order to maintain overall award values.
2020 – 2022 Performance Shares - In connection with the Company’s spin-off of Constellation Energy Group on February 1, 2022 (Separation), the Compensation Committee adjustedmade the 2020-2022 performance shares based on performance metrics achieved for the two-year period of January 1, 2020 - December 31, 2021. Similarly, the TSR modifier (described in more detail below), was also measured for the same two year-period. Following the determination of the performance metrics as of December 31, 2021, the Compensation Committee determined to convert the awards to time-based awards that vested on the original schedule, i.e., at the Committee’s January 23, 2023, meeting at which point the value of the awards was calculated based on the day’s closing stock price of $41.82.
2021 – 2023 Performance Shares – Target performance share awards were adjusted by the TSR multiplier of 23.17% calculated based on Exelon’s 2021 TSR relative to that of the UTYadjustments discussed below for the 2021 calendar year. On January 28, 2022,- 2023 performance share awards:
•Target Number of Shares: The target number of shares was adjusted by using the Compensation Committee detemined to further adjustfive-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 awards by modifying the performance goals to reflect adjusted utility-based performance goalslong-range business plan for Exelon participantspost the separation, the TMCC approved the recalibrated performance scorecard for the 2021-2023 performance award in January 2022. The performance factor for 2021 was finalized at 123.17%, and generation-basedthe recalibrated award had a 2-year scorecard which reflected projected performance goalsthrough 2023. The plan also includes a TSR modifier reflective of 2022 and 2023 performance (performance detail can be found on pages 56-57) . The performance metrics continued to include Utility Net Income and Utility ROE; however, the metric for Constellation Energy Group participants.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 remainremained unchanged.

The performance metrics underlying the 2020-2022 and 2021-2023 performance share awards are listed below.

Metrics:Utility Earned ROE* (33.3%)Utility Net Income* (33.3%)Exelon FFO/CFO/Debt* (33.4%)
Definition:Average utility ROE weighted by year-end rate base.Aggregate utility adjusted (non-GAAP) operating earnings*, including Exelon hold-co net operating income (loss).Ratio of fundscash 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.Measures financial performance of the utilities. Aligned with our strategy to grow our regulated utility business.Key ratio for determining our credit rating and thereby our access to capital. Aligned with our strategy to generate free cash and reduce debt.

The 2022-2024 LTIP program is generally consistent with the prior structure detailed above with one modification that changes the credit rating metric used from Funds from Operations (FFO)/Debt (an S&P metric) to Cash from Operations (CFO)/Debt (a Moody’s metric).

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Table of Contents

Compensation Discussion & Analysis (CD&A)

LTIP Goal Setting

and Rigor

Performance share targets are based on external commitments and performance scales aligned to industry standards. The 2020-20222021-2023 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 target, with target performance set in line with external commitments. Target performance for the Exelon FFO/CFO/Debt metric is alignedintended to align performance with the expectations of credit rating agencies.

The Compensation CommitteeTMCC used the following process to determine performance share award targets:

●Performance targets (including threshold, target, and distinguished levels) for each of the metrics are set in January 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 longstanding disclosure practices to only issue 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 2020 – 2022 cycle, the performance metrics were measured over a two-year period.)

LTIP Goal Rigor

•Performance targets (including threshold, target, and distinguished levels) for each of the metrics are set in January 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 performance metrics were measured over a two-year period,
To ensure adequate rigor for the financial targets applicable to the 2020-20222021-2023 performance share award cycle, targets were aligned to Exelon’s long-range business plan and external commitments.

       Performance
Cycle:		      Target
100%		      Performance
as Percentage of Target
Utility ROE* 2020 - 2022 9.4% 90.0%
  2019 - 2021 9.3% 94.4%
  2018 - 2020 9.3% 76.9%
Utility Net Income*
(in millions)		 2020 - 2022 $2,317 85.2%
 2019 - 2021 $2,053 97.2%
  2018 - 2020 $1,880 76.1%
Exelon FFO/Debt*
(%)		 2020 - 2022 ≥18%<22% 100.0%
 2019 - 2021 ≥18%<22% 50.0%
  2018 - 2020 ≥18%<22% 75.0%

2020 As noted above, in connection with the Separation, the targets for each metric were adjusted in January 2022 to align with the 2022 - 20222023 long-range plan of the company.

2021 - 2023 LTIP Performance and Payout Determinations

The following table details the threshold, target, and distinguished (or maximum) performance goals, and the results achieved for the 20202021 – 20222023 performance cycle. (See page 52 for performance calculation detail.)

  Performance Scale      
LTIP Metrics:     Threshold
(50%)		     75%     Target
(100%)		     125%     Distinguished
(150%)		     Final Plan
Performance		     Performance
as % of Target		     Weighted
Performance
Utility Earned ROE* 8.4% — 9.4% — 10.1% 9.2% 90.00% 29.97%
Utility Net Income*
(in millions)		 $2,051 — $2,317 — $2,515 $2,238 85.15% 28.36%
Exelon FFO/Debt* (%) ≥16<17 ≥17<18 ≥18<22 ≥22<24 ≥24.0 18.9% 100.00% 33.40%
              2020 – 2022 91.73%
            Performance Factor  

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Performance Scale
LTIP Metrics:Threshold
(50%)		75%Target
(100%)		125%Distinguished
(150%)		Final Plan
Performance		Performance
as % of Target		Weighted
Performance
Utility Earned ROE*8.1%— 9.0%— 9.9%9.3%116.67 %38.85 %
Utility Net Income*
(in millions)
$2,095 — $2,328 — $2,561 $2,377 110.52 %36.80 %
Exelon CFO/Debt* (%)≥12<12.5≥12.5<13≥13<14≥14<15≥15.012.5 %75.00 %25.05 %
2021 – 2023100.70%
Performance Factor

Table of Contents

Compensation Discussion & Analysis (CD&A)

The performance factor is subject to a TSR modifier that compares Exelon’s performance relative to the performance of the PHLX Utility Sector Index (UTY) on a point-by-point basis for the full three-year performance cycle. The TSR modifier is calculated by subtracting the TSR of the UTY over the same performance period from Exelon’s TSR for the period.

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. If the final performance factor is greater than 100% but Exelon’s absolute TSR for the 36-month period is negative, performance share award payouts will be capped at 100%. (Note: Starting with awards granted in 2021, the TSR cap was eliminated after a review of market practice by the Committee’s independent compensation consultant.)

For the 2020-20222021-2023 LTIP, the Compensation CommitteeTMCC approved a payout of 104.98%102.48%, based on 20202021 - 20222023 performance and the application of a positive TSR modifier:

            2020-2021 Exelon TSR*   35.91%    
     2020-2021 UTY TSR* – 21.46%  
     TSR Modifier:   14.45%  
             
Performance Factor     x     (100%     +     TSR Modifier)     =  Overall Award Payout   
91.73% x (100%     +     14.45%) =  104.98%
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).
2022-2023 Exelon TSR(6.81%)
2022-2023 UTY TSR–(8.57%)
TSR Modifier:1.76%
 
Performance Factorx(100%     +     TSR Modifier)
 =
Overall Award Payout
100.70% x (100%        +     1.76%)
 =
102.48%



*
56As noted above, a two-year TSR from January 1, 2020 – December 31, 2021, was used for the determination of payout for the 2020 – 2022 cycle due to the spin-off of Constellation Energy Group.
Exelon 2024 Proxy Statement

Compensation Discussion & Analysis (CD&A)
2021 - 2023 LTIP Payout Determinations
As 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 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) at 1.3184. Additionally, the TMCC approved a 2021 performance factor of 123.17%, which reflected the 2021 Exelon TSR of 41.41% relative to the UTY TSR of 18.24%.
Adjustments to Target Performance Share Awards (made in 2022 at the time of Separation):
NEOTarget At
Time of Grant		VWAP Conversion
Factor		2021 Performance FactorAdjusted Target Performance Share Award
Butler 38,639x1.3184x123.17% = 62,745
Jones 5,271x1.3184x123.17% = 8,559
Littleton19,320x1.3184x123.17%=31,373
Glockner 21,947x1.3184x123.17% = 35,639

The following table shows how the payout formula was calculated and actual performance share amounts awarded for 2020-20222021-2023 with a performance factor of 104.98%102.48% as determined by the Compensation Committee on January 28, 2022.

Ms. Littleton andTMCC. Mr. Quiniones did not receive 2020-2022a 2021-2023 performance share awardsaward as they werehe was hired after July 1, 2020.

         Target Performance Shares (# shares)
(Note 1)		          
NEO    Target At
Time of
Grant		         Conversion
Factor		           Adjusted
Target		       Performance
Factor		       Final Award
(# shares)		      Award Value
($)
(Note 2)
Butler 30,759 x 1.3184 = 40,552 x 104.98% = 42,571 1,780,316
Jones 4,835 x 1.3184 = 6,374 x 104.98% = 6,691 279,799
Glockner 31,735 x 1.3184 = 41,839 x 104.98% = 43,923 1,836,866
Crane 155,913 x 1.3184 = 205,555 x 104.98% = 215,793 9,024,460
Nigro 33,858 x 1.3184 = 44,638 x 104.98% = 46,861 1,959,748
(1)The number of performance shares reflects an adjustment made at the time of separation and approved by the Compensation Committee 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.
(2)Award values calculated based on Exelon’s closing stock price on January 23, 2023, of $41.82. The award value for Mr. Crane does not reflect the $4,249,809 reduction approved by the independent members of the Board as discussed on page 47.

2021.

2021 - 2023 Performance Share Award Payouts
NEOAdjusted
Target Performance Share Award		Performance
Factor		Final Award
(# shares)		Award
Value($)
(Note 1)
Butler 62,745x102.48% = 64,301  2,269,185
Jones 8,559x102.48% = 8,772  309,554
Littleton31,373x102.48%=32,1511,134,622
Glockner 35,639x102.48% = 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. 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 requirement as of the measurement date of June 30, 20222023, in which case performance share award payouts are settled 100% in cash.

54     Exelon 2023 Proxy Statement

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Table of Contents

Compensation Discussion & Analysis (CD&A)

Compensation Governance and Oversight

Strong Compensation Practices

WHAT WE DO:WHAT WE DO NOT DO:
WHAT WE DO:
icon_check_green.jpg 
Pay for performance
icon_check_green.jpgSignificant stock ownership requirements for Directors and Executive Officers
icon_check_green.jpgCap incentive awards and conduct an annual risk assessment of the compensation programs
icon_check_green.jpgDouble-trigger for change-in-control benefits
icon_check_green.jpgIndependent compensation consultant advises the Talent Management and Compensation Committee
icon_check_green.jpgLimited perquisites based on sound business rationale
icon_check_green.jpgClawback policy for incentive compensation awards
icon_check_green.jpgConduct analysis on gender and racial pay equity
icon_check_green.jpgEngage in year-round shareholder outreach
icon_check_green.jpgProhibit hedging short sales, derivative transactions or pledging of Company stock
icon_check_green.jpgAnnually assess our programs against peer companies and best practices
icon_check_green.jpgSet appropriate levels of “stretch” in incentive targets
WHAT WE DO NOT DO:
icon_cross_black.jpgNo guaranteed minimum payout of AIP or LTIP programs
icon_cross_black.jpgNo employment agreements
icon_cross_black.jpgNo excise tax gross-ups for change-in-control agreements
icon_cross_black.jpgNo dividend-equivalents on performance shares
icon_cross_black.jpgThe value of LTIP awards is not included in pension or cash severance calculations
icon_cross_black.jpgNo more than two years of additional credited service under supplemental pension plans since 2004
icon_cross_black.jpgNo option repricing or buyouts1

(1)
The Company has not issued options since 2012 and there are no options outstanding.

(1)The Company has not issued options since 2012 and there are no options outstanding.

Independent Compensation Consultant

The 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 Compensation Committee. A representative of Meridian attends meetings of the Compensation Committee,TMCC, as requested, and communicates with the CommitteeTMCC 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. In addition, they provide:
•

●Annual market data for each senior executive position
●Evaluation of Exelon’s compensation strategy
●Assessment of any management recommendations for changes to the compensation structure
●Assistance with ensuring the Company’s executive compensation programs are designed and administered consistent with the Compensation Committee’s requirements
●Ad hoc support on executive compensation matters and related governance trends

Annual market data for each senior executive position

•Evaluation of Exelon’s compensation strategy
•Assessment of any management recommendations for changes to the compensation structure
•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 trends
Annual Independence Evaluation

The 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 Compensation CommitteeTMCC 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 Compensation Committee.

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TMCC.
58
Exelon 2024 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

Compensation Decisions

Setting Target Compensation

Executive 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 Compensation Committee. The Compensation CommitteeTMCC developed compensation for both Messrs. Crane andMr. 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 developing its recommendation for the Board, the CommitteeTMCC engages its independent compensation consultant and considers multiple potential alternatives. Annually, the Compensation Committee reviews each element of the CEO’s compensation including base salary, annual and long-term incentive target opportunities.

Benefits

Limited Perquisites

We 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 when: 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 Limited tax assistance is provided when: 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 benefitsincluding 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. During the period of March 19, 2020 until December 1, 2022, Exelon implemented a COVID-related travel policy that reflected that the CEO approved the use of corporate aircraft for directors and certain executives to enable safe transport. Under the policy, which resulted in an increased use of aircraft for personal use, these directors and executives were asked to avoid commercial air travel where possible.

●With respect to the CEO’s usage of the corporate aircraft, the Compensation Committee approves an annual jet usage cap. Mr. Crane’s annual jet usage limit was 75 hours for 2022. 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.
●With the termination of the COVID-related travel policy on December 1, 2022, personal use of corporate aircraft by all executives is subject to approval by the CEO in accordance with the corporate aviation policy.

In 2022, the Audit and Risk Committee oversaw a review of director and executive personal transportation conducted by Exelon Audit Services under the direction of Legal to ensure compliance with corporate policies, tax regulations and SEC disclosure requirements. It was determined that not all incremental costs for personal use of corporate aircraft primarily the incremental costs associated with the repositioningfor 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 had been captured by existing processes, andall executives is subject to approval by the CEO in certain instances,accordance with the standard that was applied for determining whether travel oncorporate aviation policy. With respect to the CEO’s usage of the corporate aircraft, was a perquisite was not consistent with applicable SEC guidance. The revised disclosure of perquisite amounts is reflected on page 62 in the footnotes to the “All Other Compensation” table for personalCommittee approves an annual jet usage in 2020cap. For 2023, the Committee approved an annual corporate jet usage cap for Mr. Butler of the lesser of 100 hours and 2021. As a result$300,000 of this review, the Company has strengthened its tracking, disclosure, and other processes involving executive personal transportation.aggregate incremental cost.

Exelon also offers Company cars and driver services for NEOs 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. Costs reported represent estimated incremental costs based upon driver wages multiplied by
•Travel and lodging benefits provided to certain executives pursuant to regulatory commitments in connection with the average overtime rateCompany’s 2016 acquisition of Pepco Holdings, Inc.
•Personal use of corporate-leased skyboxes for drivers plus an additional amount for fuel.cultural, entertainment, or sporting events is provided to certain executives.

56      Exelon 2023 Proxy Statement•

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.








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Table of Contents

Compensation Discussion & Analysis (CD&A)

●Travel and lodging benefits provided to certain executives pursuant to regulatory commitments in connection with the Company’s 2016 acquisition of Pepco Holdings, Inc.
●Matching charitable contributions by the Exelon Foundation for executives, including the NEOs, that may contribute up to $10,000 of contributions made to qualified charitable organizations. In 2022, the Exelon Foundation matched charitable contributions up to $5,000 for all other employees. Beginning in 2023, the limit was increased to $10,000 per calendar year for all employees.
●Use of corporate-leased skyboxes for various sporting events is provided to certain executives for employee recognition and team building.
●Personal financial planning services and physical examinations.

Deferred Compensation and Retirement Benefits

●Employee Savings Plan (ESP): Substantially all employees are eligible to participate in the ESP, our 401(k) plan. Exelon maintains the ESP to attract and retain qualified employees, including the NEOs, and encourage retirement savings, which may be supplemented by Company matching and profit-sharing contributions. NEOs are also eligible to participate in the excess matching feature of the Deferred Compensation Plan (DCP) which permits the Company to credit related matching contributions that would have been contributed to the ESP but for the applicable limits under the tax code.
●Deferred Compensation Plan (DCP): Exelon offers a DCP which is an unfunded, non-qualified plan that permits the deferral of certain cash compensation until a specified date or a participant’s retirement, disability, death, or other separation from service.
●Pension Benefits: Normal retirement benefits become payable when participants attain age 65. Exelon sponsors the Exelon Corporation Retirement Program, a defined benefit pension plan that includes the Service Annuity System (SAS), a traditional pension plan covering NEOs who commenced employment 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 the CBPP from the SAS.
●Supplemental Management Retirement Plan (SMRP): The Company also provides unfunded benefits to certain employees, including the NEOs, under the SMRP which is a nonqualified plan that provides additional benefits that the SAS and CBPP cannot pay due to applicable limits under the tax code.

Peer Group Used for Benchmarking 20222023 Executive Compensation

In connection with the separation of Exelon’s utility and generation businesses in February 2022 and the Compensation Committee’s responsibility to oversee the ongoing effectiveness of Exelon’s executive compensation program design, the Committee closely evaluated and approved changes to Exelon’s peer group for 2022.

We continue to use a blended peer group for assessing our executive compensation program that consists of two subgroups: energy services peers and general industry peers. The 20222023 peer group is more heavily weighted in energy services 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.

The 20222023     compensation peer group is comprised of thirteen energy services companies and five general industry companies.

ENERGY SERVICES PEERS:GENERAL INDUSTRY SERVICES PEERS:
●•
American Electric Power Co. (AEP)
•Consolidated Edison, Inc. (ED)
•Dominion Energy, Inc. (D)
•Duke Energy Corp. (DUK)
•Edison International (EIX)
•Entergy Corp. (ETR)
•Eversource Energy (ES)
●•
FirstEnergy Corp. (FE)
•NextEra Energy, Inc. (NEE)
•PG&E Corp. (PCG)
•Sempra Energy (SRE)
•The Southern Company (SO)
•Xcel Energy (XEL)
●•
International Paper Company
(IP)
●•
Consolidated Edison, Inc.●ConocoPhillips (COP)NextEra Energy, Inc.
●•
ConocoPhillips
●Dominion Energy, Inc.●PG&E Corp.●Union Pacific Corp.
(UNP)
●•
Duke Energy Corp.●Sempra Energy●Eaton Corp.
(ETN)
●•
Edison International●The Southern Company●Occidental Petroleum Corp. (OXY)
●Entergy Corp.●Xcel Energy
●Eversource Energy

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Table of Contents

Compensation Discussion & Analysis (CD&A)

Relative Revenue & Market Capitalization

Based on publicly available information, Exelon’s revenues are in the 47th56th percentile and Exelon’s market capitalization is in the 44th37th percentile relative to the peer group based on the four fiscal quarters prior to December 31, 2022.

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.

60
Exelon 2024 Proxy Statement
Compensation Discussion & Analysis (CD&A)
Recoupment of Compensation
Discretionary Clawback Policy

In 2018, the

The Board of Directors revised itsDirectors’ Clawback Policy to broaden theprovides discretionary ability to clawbackclaw back incentive compensation when deemed appropriate in the event of (a) a financial restatement or (b) a significant financial loss or serious reputational harm. Exelon anticipates revising its Clawback Policy, as needed, to conform with applicable clawback policy mandates issued by the SEC and as may be issued under Nasdaq listing standards.

Financial Restatement: Under the current policy, the Board has sole discretion to recoup incentive compensation if it determines that (a) the incentive compensation was based on the achievement of financial or other results that were subsequently restated or corrected, (b) the incentive plan participant engaged in fraud or intentional misconduct that caused or contributed to the need for restatement or correction, (c) a lower incentive plan award would have been made to the participant based on the restated or corrected results, and (d) recoupment is not precluded by applicable law or employment agreements.

Financial Loss or Reputational Harm: The 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 Compensation CommitteeTMCC determines that the current or former incentive plan participant breached a restrictive covenant or engaged or participated in misconduct or intentional or reckless acts or omissions or serious neglect of responsibilities that caused or contributed to a significant financial loss or serious reputational harm to Exelon or its subsidiaries regardless of whether a financial statement restatement or correction of incentive plan results was required, and recoupment is not precluded by applicable law or employment agreements.

Mandatory Financial Restatement Compensation Recoupment Policy
In 2023, the 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 Requirements

To 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.

As The table below reflects stock ownership as of the the annual measurement date of June 30, 2022, all active NEOs had exceeded their stock ownership requirement except Mr. Quiniones who was hired in November 2021.2023. For additional details about NEO stock ownership, please see the Beneficial Ownership Table.

As of June 30, 2022
NEORequired
Ownership		Actual
Ownership
Butler13x9.1x
Jones22x3.6x
Littleton3x3.8x
Glockner3x6.2x
Quiniones2x0.7x
Crane6x24.4x
Nigro3x11.7x

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.
●restricted shares and restricted stock units (RSUs),
As of June 30, 2023
●NEOshares acquired and held through the exercise of stock options,
Required
Ownership		Actual
Ownership
●Butlershares held in the Exelon Corporation Deferred Compensation Plan, dividend reinvestment plan, and 401(k) savings plan, and6x6.4x
Jones1
3x2.4x
●Littletoncommon shares beneficially owned directly or indirectly, including shares held in trust.3x3.3x
Glockner2
3x2.9x
Quiniones2
2x1.2x


1.

(1)In connection with his promotion to CEO, Mr. Butler’s stock ownership requirement was increased to 6x his base salary effective December 31, 2022.
(2)In connection with her promotion to CFO, Ms. Jones’s stock ownership requirement was increased to 3x her base salary effective October 17, 2022.

58      Exelon 2023 Proxy Statement

In connection with her promotion to CFO, Ms. Jones’s stock ownership requirement was increased to 3x her base salary effective October 17, 2022.

Table2.Messrs. Quiniones and Glockner are both within the five-year period from their dates of Contents

Compensation Discussion & Analysis (CD&A)hire.

Prohibition on Hedging and Pledging of Common Stock

Our insider trading policy includes provisions that prohibit Directors and employees (including officers) and certain of their related persons (including certain family members and entities 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.com61
Compensation Discussion & Analysis (CD&A)
Risk Management Assessment of Compensation Policies and Practices

The 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 2022, In 2023, Exelon’s compensation group partnered with the independent compensation consultant, Meridian Partners, to assess and validate that the controls in place continued to mitigate incentive compensation risks. Following this assessment, 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-and long-term incentive compensation elements
•Incentive compensation is balanced by formulaic and discretionary funding
•Short-and long-term incentive awards contain award caps or modifiers
•Reasonable change-in-control and severance benefits are within common market norms
•Consistent and meaningful stock ownership requirements create sustained and consistent ownership stakes
Talent Management and non-financial metrics
●Long-term incentives include multiple vehicles and performance metrics and three-year overlapping performance periods that are aligned with long-term stock ownership requirements
●Incentive metrics, performance goals, and capital allocation require multiple approval levels and oversight
●Total compensation pay mix includes effective and market aligned balance of short- and long-term incentive compensation elements
●Incentive compensation is balanced by formulaic and discretionary funding
●Short- and long-term incentive awards contain award caps or modifiers
●Reasonable change-in-control and severance benefits are within common market norms
●Consistent and meaningful stock ownership requirements create sustained and consistent ownership stakes

Compensation Committee Report

The Talent Management and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on such review and discussion, the Committee recommended the Board approve the Compensation Discussion and Analysis be included in the 2023 Proxy Statement.

THE TALENT MANAGEMENT AND COMPENSATION COMMITTEE

Linda Jojo, Chair
Anthony Anderson
Marjorie Rodgers Cheshire,Chair
Carlos GutierrezAnthony Anderson
Linda Jojo

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Charisse Lillie
62
Exelon 2024 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

Preview of 2023 Executive Compensation Changes

2023 AIP Design

Exelon’s 2023 AIP program will have two major enhancements:

●New Performance Metric: Customer Average Interruption Duration Index (CAIDI) will be replaced with System Average Interruption Duration Index (SAIDI) weighted at 15%, which will provide a better measurement of grid reliability and is the metric used by regulators to assess Exelon’s performance.
●New ESG Modifier: Up to ±10% of the overall AIP payout for each NEO will be determined based on an ESG modifier, which will be based on environmental and social measures directly aligned to Exelon’s progress on its Path to Clean and DEI goals. The Compensation Committee will conduct a holistic evaluation of Exelon’s performance based on:
a.Environmental: goal linked to the quantitative achievement of the 2030 component of Exelon’s Path to Clean goal to reduce aggregate total operations-driven GHG emissions by 50% from a 2015 baseline by 2030, which will incorporate a qualitative assessment of the performance achieved; and
b.Social: quantitative goals for measuring DEI initiatives including diverse hiring slates, spend with diverse suppliers, and employee engagement survey scores, which will incorporate a qualitative assessment of the performance achieved.

2022 Design 2023 Design
Adjusted (non-GAAP) Operating EPS* (60%)Adjusted (non-GAAP) Operating EPS* (60%)
Outage Duration (CAIDI) (15%)System Outage Duration (SAIDI) (15%) NEW
Outage Frequency (SAIFI) (15%)Outage Frequency (SAIFI) (15%)
Customer Satisfaction Index (10%)Customer Satisfaction Index (10%)
ESG Modifier (±10%) NEW

2023 – 2025 LTIP

No changes were made to the overall design of the LTIP program for the 2023 – 2025 cycle.

60     Exelon 2023 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

Executive Compensation Tables

Summary Compensation Table

  Year   Salary
($)		   Bonus
($)
(Note 1)		   Stock
Awards
($)
(Note 2)		   Non-Equity
Incentive Plan
Compensation
($)
(Note 3)		   Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(Note 4)		   All Other
Compensation
($)
(Note 5)		   Total
($)
Calvin G. Butler Jr.
President and CEO, Exelon		 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
  2020 700,000 — 2,023,356 637,623 127,209 183,565 3,671,753
Jeanne Jones                
Executive Vice President and CFO, Exelon 2022 515,317 57,500 535,013 373,663 94,763 34,352 1,610,608
Gayle Littleton                
Executive Vice President and Chief Legal Officer, Exelon 2022 618,854 850,000 1,444,375 593,301 — 125,499 3,632,029
David Glockner                
Executive Vice President, Compliance, Audit, and Risk, Exelon 2022 618,415 — 1,519,293 550,339 — 102,177 2,790,224
Gil Quiniones
CEO, ComEd		 2022 585,000 — 1,272,139 608,400 — 248,858 2,714,397
Christopher Crane
Former CEO, Exelon		 2022 1,332,683 — 11,768,964 2,365,462 12,647,990 1,969,881 30,084,980
 2021 1,303,595 — 10,823,207 2,169,124 1,071,663 299,413 15,667,002
  2020 1,293,000 — 10,256,308 1,897,536 757,754 235,453 14,440,051
Joseph Nigro
Former Senior Executive Vice
President and CFO, Exelon		 2022 839,223   3,209,758 933,551 254,633 111,439 5,348,604
 2021 820,906 — 2,951,815 881,259 213,011 206,528 5,073,519
 2020 810,511 — 2,227,287 782,882 244,253 135,311 4,200,244

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, Exelon
20231,244,271 — 7,951,800 2,265,900 320,832 483,917 12,266,720 
2022928,281 — 3,423,719 1,069,409 198,532 666,150 6,286,091 
2021780,398 — 2,459,853 819,734 149,556 387,401 4,596,942 
Jeanne Jones
Executive Vice President and CFO, Exelon
2023671,306 — 1,754,412 787,756 140,314 108,216 3,462,004 
2022515,317 57,500 535,013 373,663 94,763 34,352 1,610,608 
Gayle Littleton
Executive Vice President and Chief Legal Officer, Exelon
2023671,306 850,000 1,754,412 787,756 — 106,027 4,169,501 
2022618,854 850,000 1,444,375 593,301 — 125,499 3,632,029 
David Glockner
Executive Vice President, Compliance, Audit & Risk, Exelon
2023641,510 — 1,411,477 669,149 — 93,186 2,815,322 
2022618,415 — 1,519,293 550,339 — 102,177 2,790,224 
Gil Quiniones (Note 7)
CEO, ComEd
2023608,969 — 1,181,898 614,250 — 136,104 2,541,221 
2022585,000 — 1,272,139 608,400 — 272,743 2,738,282 
Notes to the Summary Compensation Table
1.

1.The amount shown for Ms. Jones is a recognition award. The amount shown for Ms. Littleton represents a portion of a sign-on offer extended in connection with her joining Exelon in November 2020.
2.The amounts shown include the aggregate grant date fair value of restricted stock unit and performance share awards granted in 2022. 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 2022 Annual Report on Form 10-K. Previously reported grant date fair values for the 2020 and 2021 performance share awards were inadvertently overstated as a result of applying an incorrect fair value to each target performance share award. For the 2020 performance share awards, grant date fair values for Messrs. Butler, Crane and Nigro were overstated by $146,716, $743,705, and $161,503, respectively. For the 2021 performance share awards, grant date fair values for Messrs. Butler, Crane, and Nigro were overstated by $40,185, $176,812, and $48,221, respectively. The revised amounts for 2020 and 2021 are reflected in the Stock Awards column of the Summary Compensation Table above.

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TableThe reported salary amounts in any year may differ from the annual base salary amount reported due to the timing of Contents

payroll periods and/or the effective date in a change in base salary.

Compensation Discussion & Analysis (CD&A)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 2022-2024amounts 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 2022-20242023-2025 performance share awards based on achieving target and maximum performance:
Performance Share Award
Grant Date Fair Value
($)
At TargetAt Maximum
Butler5,311,787 10,720,055 
Jones1,171,943 2,365,172 
Littleton1,171,943 2,365,172 
Glockner942,842 1,902,810 
Quiniones789,501 1,593,342 
4.

   Performance Share Award
Grant Date Fair Value
($)
         At Target     At Maximum
 Butler 2,369,428 4,281,092
 Jones 370,246 668,961
 Littleton 999,591 1,806,066
 Glockner 1,051,450 1,899,763
 Quiniones 880,399 1,590,708
 Crane 8,144,830 14,716,110
 Nigro 2,221,330 4,013,508
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.

3.The amounts shown represent payments made pursuant to the Annual Incentive Plan.
4.www.exeloncorp.comThe amounts shown in this column represent the change in the accumulated pension and non-qualified deferred compensation benefits for the NEOs from December 31, 2021, to December 31, 2022. The increased value disclosed for Mr. Crane reflects a required change in the interest rate used to report the present value of his pension benefit pursuant to his 2022 retirement. For additional details, see the description in footnote 2 to the Pension Benefits Table. None of the NEOs had above market earnings in a non-qualified deferred compensation account in 2022.
5.All Other Compensation: The following table describes the incremental cost of other benefits provided in 2022.63

Compensation Discussion & Analysis (CD&A)
6.All Other Compensation

   Name     Perquisites
($)
(Note 1)		     Reimbursement
for Income
Taxes
($)
(Note 2)		     Company
Contributions to
Savings Plans
($)
(Note 3)		     Company
Paid Term Life
Insurance
Premiums
($)
(Note 4)		     Total
($)
 Butler 619,452 4,690 38,308 3,700 666,150
 Jones 22,135 — 9,150 3,067 34,352
 Littleton 54,202 — 66,661 4,636 125,499
 Glockner 31,135 — 64,462 6,580 102,177
 Quiniones 142,422 85,944 20,167 325 248,858
 Crane 508,917 1,367,255 39,994 53,715 1,969,881
 Nigro 79,062 3,089 24,955 4,333 111,439

:

The following table describes the incremental cost of other benefits provided in 2023.
All Other Compensation
NamePerquisites
($)
(Note A)		Reimbursement
for Income
Taxes
($)
(Note B)		Company
Contributions to
Savings Plans
($)
(Note C)
Company
Paid
Long-Term Disability
Insurance
Premiums
($)
(Note D)
Total
($)
Butler345,443 88,241 46,532 3,700 483,917 
Jones89,095 3,556 11,943 3,621 108,216 
Littleton26,137 1,441 73,813 4,636 106,027 
Glockner16,840 — 69,766 6,580 93,186 
Quiniones51,025 — 77,240 7,839 136,104 
Notes to All Other Compensation Table
(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. Amounts include any repositioning flights associated with personal use of corporate aircraft. For 2023, the amounts for Mr. Butler and Ms. Jones were $164,624 and $55,726, respectively.
•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.
1.Amounts reported for personal benefits provided to NEOs include certain perquisites as detailed below:
64
Exelon 2024 Proxy Statement
●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. During the period of March 19, 2020 until December 1, 2022, Exelon implemented a COVID-related travel policy that provided directors and executives with the use of corporate aircraft to enable safe transport. Under the policy, which resulted in an increased use of aircraft for personal use, these directors and executives were asked to avoid commercial air travel where possible.

●As discussed in the Compensation Governance and Oversight section on page 56, it was determined that not all incremental costs were reported for the use of corporate aircraft in 2020 and 2021. The revised aggregate incremental cost amounts for the use of corporate aircraft in 2020 for Messrs. Butler, Crane, and Nigro were $109,923, $102,826, and $56,511, respectively, representing an increase in the incremental cost amounts previously reported of $76,281, $20,953, and $34,470, respectively. The revised aggregate incremental cost amounts for the use of corporate aircraft in 2021 for Messrs. Butler, Crane, and Nigro were $340,019, $169,812, and $157,604, respectively, representing an increase in the aggregate incremental cost amounts previously reported of $279,381, $86,436, and $148,129, respectively.
●For 2022, the amounts for Messrs. Butler, Crane and Nigro and Ms. Littleton include $586,337, $420,191, $51,649, and $27,362, respectively.
●Fleet services - Exelon 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 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 based upon driver wages multiplied by the average overtime rate for drivers plus an additional amount for fuel. For 2022, the reported amounts include $61,886 for Mr. Crane.

62     Exelon 2023 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

●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. Previously, Messrs. Butler and Nigro were subject to the requirement. Pursuant to this legacy obligation, Exelon provides travel and lodging benefits to the executives covered.
●Relocation benefits - Amount reported for Mr. Quiniones includes $126,605 of relocation benefits provided pursuant to Exelon’s standard relocation benefits program, which is available to all management level employees when needed.
●Financial Planning - Annual financial planning allowance up to $16,840 for each executive officer.
●Charitable contributions – Annual Company matching gift to qualified charitable organizations allowance up to $10,000 for each executive officer. Matching gifts are funded by the Exelon Foundation.
●Health Benefits – NEOs and executive officers may use Company-provided medical providers for comprehensive physical examinations and related medical testing and are entitled to Health Savings Account contribution benefits.
2.Exelon provides reimbursements of certain tax obligations, such as those incurred when: employees are required to work outside their state of home residence and encounter double taxation in states and localities where tax credits are not permitted in home state tax filings; business-requested spousal travel expenses are imputed to the employee; and for required relocation incurred in compliance with regulatory requirements. For Mr. Crane, the reported amount also reflects $603,425, representing a benefit under the non-qualified Supplemental Management Retirement Plan that is provided to participants in order to equalize the after-tax treatment of their qualified and supplemental pension benefits. This benefit is provided to all participants in the SMRP.
3.Each of the NEOs are eligible to participate in the Company’s 401(k) and Deferred Compensation Plans. Amounts reported represent Company matching contributions to the NEOs’ 401(k) accounts and/or Deferred Compensation Plans.
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 2022 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.

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Table of Contents

Compensation Discussion & Analysis (CD&A)

Grants of Plan-Based Awards

      Estimated 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		 Grant Date
Fair Value
of Stock
and Option
Name Approval
Date		   Grant
Date		   Threshold
($)		   Target
($)		   Maximum
($)		   Threshold
(#)		   Target
(#)		   Maximum
(#)		   Units
(#)
(Note 3)		   Awards
($)
(Note 4)
Butler 1/28/22 2/08/22 87,500 1,750,000 3,500,000          
  1/28/22 2/08/22       8,294 49,757 99,514   2,369,428
  1/28/22 2/08/22             24,507 1,054,291
Jones 1/28/22 2/08/22 29,250 585,000 1,170,000          
  1/28/22 2/08/22       1,296 7,775 15,550   370,246
  1/28/22 2/08/22             3,830 164,767
Littleton 1/28/22 2/08/22 29,250 585,000 1,170,000          
  1/28/22 2/08/22       3,499 20,991 41,982   999,591
  1/28/22 2/08/22             10,339 444,784
Glockner 1/28/22 2/08/22 24,846 496,920 993,840          
  1/28/22 2/08/22       3,681 22,080 44,160   1,051,450
  1/28/22 2/08/22             10,875 467,843
Quiniones 1/28/22 2/08/22 5,850 468,000 936,000          
  1/28/22 2/08/22       3,082 18,488 36,976   880,399
  1/28/22 2/08/22             9,106 391,740
Crane 2/08/22 2/08/22 107,086 2,141,725 4,283,450          
  2/08/22 2/08/22       28,512 171,038 342,076   8,144,830
  2/08/22 2/08/22             84,243 3,624,134
Nigro 1/28/22 2/08/22 42,147 842,935 1,685,870          
  1/28/22 2/08/22       7,776 46,647 93,294   2,221,330
  1/28/22 2/08/22             22,976 988,428

NameGrant
Date		Estimated 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
(#)
Butler1/23/2387,500 1,750,000 3,500,000 
1/23/2321,366 128,169 256,338 5,311,787 
1/23/2363,128 2,640,013 
Jones1/23/2330,420 608,400 1,216,800 
1/23/234,714 28,278 56,556 1,171,943 
1/23/2313,928 582,469 
Littleton1/23/2330,420 608,400 1,216,800 
1/23/234,714 28,278 56,556 1,171,943 
1/23/2313,928 582,469 
Glockner1/23/2325,840 516,797 1,033,594 
1/23/233,792 22,750 45,500 942,842 
1/23/2311,206 468,635 
Quiniones1/23/236,143 491,400 982,800 
1/23/233,176 19,050 38,100 789,501 
1/23/239,383 392,397 
Notes to Grants of Plan-Based Awards Table
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.

1.All NEOs have annual incentive plan target opportunities based on a fixed percentage of base salaries. 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 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).
www.exeloncorp.com
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 2022, the first third of the RSU award will vest in 2023, the second third of the RSU award in 2024 and the final third of the RSU award in 2025.
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 2022. Fair value of performance share awards is based on an estimated payout of 100% of target.65

64     Exelon 2023 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

Outstanding Equity Awards at Year End

No stock option awards are outstanding, and no stock option awards have been granted since 2012.

All equity awards granted prior to February 1, 2022 were modified at the time of Exelon’s separation from Constellation Energy 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)
NameNumber
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
($)
(Note 3)		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Yet Vested
(#)
(Note 4)		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not Yet
Vested
($)
(Note 5)
Butler130,529 5,642,763 112,502 4,863,461
Jones33,998 1,469,755 16,334 706,139
Littleton47,877 2,069,713 52,364 2,263,709
Glockner72,772 3,145,921 57,719 2,495,203
Quiniones9,388 405,832 18,488 799,236
Crane1— — — —
Nigro100,008 4,323,354 121,941 5,271,523

Stock Awards
(a)(b)(c)(d)
NameNumber
of Shares
or Units of
Stock That
Have Not
Yet Vested
(#)
(Note 1)		Market Value
of Shares
or Units of
Stock That
Have Not
Yet Vested
($)
(Note 2)		Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Yet Vested
(#)
(Note 3)
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Yet Vested
($)
(Note 4)
Butler193,947 6,962,702 177,926 6,387,543 
Jones27,194 976,252 36,053 1,294,303 
Littleton58,564 2,102,458 49,269 1,768,757 
Glockner61,124 2,194,349 44,830 1,609,397 
Quiniones16,211 581,990 37,538 1,347,614 
Notes to Outstanding Equity Table
1.

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.All of Mr. Crane’s outstanding equity awards vested prior to year end in connection with his retirement on December 30, 2022.
2.66The amount shown in column (a) includes the performance share awards granted in 2020 and subject to a three-year performance period that ended on December 31, 2022 and which vested on January 23, 2023. The amount shown also includes the following tranches of unvested restricted stock unit (RSU) awards: the final third of an award granted in January 2020, which vested on January 23, 2023; two-thirds of an award granted in January 2021, the second third of which vested on January 23, 2023; and the full award granted on January 28, 2022, the first third of which vested on January 23, 2023 and one third of which will vest on the date of each of the Compensation Committee’s first regular meetings in
Exelon 2024 and 2025, respectively. All RSU awards accrue additional shares through automatic dividend reinvestment.Proxy Statement
●For Mr. Butler, the amount in column (a) also includes a promotion-related restricted stock unit award for 37,532 (post-adjustment) shares granted on December 2, 2019, that will vest on December 2, 2024.
●For Ms. Jones, the amount in in column (a) also includes a retention restricted stock unit award for 19,776 (post-adjustment) shares granted on January 29, 2018, that vested on January 29, 2023.
●For Ms. Littleton, the amount in column (a) also includes a retention restricted stock unit award for 28,318 (post-adjustment) shares granted on November 9, 2020, that will vest on December 31, 2023.
3.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 on December 30, 2022 of $43.23 (December 31, 2022 being a Saturday).
4.The amount in column (c) reflects the target number of performance shares granted under the LTIP in 2021 (for the performance period ending on December 31, 2023) and 2022 (for the performance period ending on December 31, 2024). 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 2024 for the 2021-2023 cycle and January/February 2025 for the 2022-2024 cycle.
5.The value in column (d) is determined by multiplying the number of shares in column (c) by the closing price on December 30, 2022 of $43.23 (December 31, 2022 being a Saturday).

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Table of Contents

Compensation Discussion & Analysis (CD&A)

Option Exercises and Stock Vested

No stock option awards are outstanding or have been granted since 2012 and no stock options were exercised in 2022.

  Stock Awards
Name  Number of
Shares Acquired
on Vesting
(#)
(Note 1)		     
Value Realized
on Vesting
($)
(Note 2)
Butler  62,337 3,541,345
Jones  6,032 344,239
Littleton  3,274 185,733
Glockner  9,258 525,198
Quiniones  — —
Crane  958,204 44,114,088
Nigro  83,829 4,769,948

2023.

 Stock Awards
NameNumber of
Shares Acquired
on Vesting
(#)
(Note 1)
Value Realized
on Vesting
($)
(Note 2)
Butler67,253 2,812,526 
Jones30,153 1,258,428 
Littleton37,355 1,388,415 
Glockner60,243 2,519,353 
Quiniones3,130 130,894 
Notes to Option Exercises and Stock Vested Table
1.

Share amounts are composed of the 2020-2022 performance share awards and the following tranches of prior RSU awards that vested on January 23, 2023:
•the final third of the RSU awards granted in 2020,
•the second third of the RSU awards granted in 2021, and
•the first third of the RSU awards granted in 2022.
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.

1.
www.exeloncorp.comShare amounts are composed of the 2019-2021 performance share awards that vested on January 28, 2022 and the following tranches of prior RSU awards that vested on January 6, 2022:67
●the final third of the RSU awards granted in 2019,
●the second third of the RSU awards granted in 2020, and
●the first third of the RSU awards granted in 2021.

For each of Messrs. Butler and Nigro, the number of shares also includes 40,000 shares from retention stock awards granted to each of them on January 29, 2018 which vested on January 6, 2022. For Mr. Crane, the amount includes vested awards and awards that remain eligible to vest subject to Exelon’s performance through each applicable performance period.

2.The value of the awards is determined by multiplying the number of shares that vested by the market value of the underlying shares. Values shown for Mr. Crane’s 2020-2022 performance share award reflects actual performance and for his 2021-2023 and 2022-2024 performance share awards, the value reflects target level performance.

Compensation Discussion & Analysis (CD&A)
Pension Benefits

The 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 participated Eligible NEO’s and other employees who participate in the SAS prior to his retirement. The annuity benefit payable at normal retirement ageCBPP also participate in the Exelon Corporation Supplemental Management Retirement Plan (SMRP), a non-qualified pension plan that supplements benefits provided under the SAS is equalCBPP to the sum of 1.25% ofextent participants’ annual compensation or benefits exceed the participant’s earnings as of December 25, 1994, reduced by a portion oflimits imposed on the participant’s earned Social Security benefit as of that date, plus 1.6% of the participant’s highest average annual pay, multiplied by the participant’s years of credited service (up to a maximum of 40 years). Pension-eligible compensationCBPP 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.

66     Exelon 2023 Proxy Statement

Internal Revenue Code.

Table of Contents

Compensation Discussion & Analysis (CD&A)

Cash Balance Pension Plan (CBPP)

Messrs.

Mr. Butler and Nigro 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 Treasury rate for the month of November (subject to a 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 2018, 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)

NEOs who participate in a pension plan also participate in

Under the SMRP, which Exelon sponsors as permitted byMr. Butler and Ms. Jones are credited with the Employee Retirement Income Security Act (ERISA). The SMRP provides non-qualified 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. 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 provided in orderintended 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 180, less than half170, of whichwhom 95 are executives (i.e., Vice President level or above)).

For participants in the SAS, the SMRP

The lump sum includes the value of the marital annuity, death benefits and other early retirement subsidies at a designated interest rate. The interest rate applicable for distributions to participants inearned under the SAS in 2022 is 1.85%. 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 amounts are different from the assumptions used to generate the present values shown in the tables of benefits to be received upon retirement, termination due to death or disability, involuntary separation not related to a change in control, or upon a qualifying termination following a change in control which appear later in this proxy statement.

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 his 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.

Since 2004,CBPP. Exelon does not grant additional years of credited service to executives under the SMRP for any period in which services are not actually performed, except that up to two years of service credits may be provided upon a qualifying termination of employment under severance or up to 2.99 years of service under change in control agreements, and performance-based awards or awards which are intended to make up for lost pension benefits from another employer.

severance. The amount of the change in the pension value for each of the participating NEOs is included in the “Change in Pension Value and NonqualifiedNon-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 (if any) under the CBPP and SMRP, which is shownthe participating NEO’s vested account balance without reduction due to age.
Pension Benefits
NamePlan NameNumber of
Years Credited
Service
(#)		Present Value
of Accumulated
Benefit
($)
Payments
During
last FY
($)
ButlerCash Balance Pension Plan15.91 430,318 — 
Supplemental Management Retirement Plan15.91 1,172,142 — 
JonesCash Balance Pension Plan16.41 406,195 — 
Supplemental Management Retirement Plan16.41 263,404 — 
Littleton1
Cash Balance Pension Plan— — — 
Supplemental Management Retirement Plan— — — 
Glockner1
Cash Balance Pension Plan— — — 
Supplemental Management Retirement Plan— — — 
Quiniones1
Cash Balance Pension Plan— — — 
Supplemental Management Retirement Plan— — — 
Notes to Pension Benefits Table
1.Due to their dates of hire, Ms. Littleton, Mr. Glockner, and Mr. Quiniones do not participate in the following table. The present value for CBPP participants is the account balance.defined benefit pension plans.

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68
Exelon 2024 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

Mr. Crane’s present value as of December 31, 2022 is based on his 2022 retirement date; his actual SMRP lump sum conversion rate of 1.85% as specified under the terms of the SMRP; the SAS applicable discount rate of 5.53%; and the SAS’s applicable mortality table.

Pension Benefits

Name     Plan Name Number of
Years Credited
Service
(#)		     Present Value
of Accumulated
Benefit
($)		     Payments
during
last FY
($)
Butler Cash Balance Pension Plan 14.91 384,785 —
  Supplemental Management Retirement Plan 14.91 896,843 —
Jones Cash Balance Pension Plan 15.41 360,432 —
  Supplemental Management Retirement Plan 15.41 168,853 —
Littleton1 Cash Balance Pension Plan — — —
  Supplemental Management Retirement Plan — — —
Glockner1 Cash Balance Pension Plan — — —
  Supplemental Management Retirement Plan — — —
Quiniones1 Cash Balance Pension Plan — — —
  Supplemental Management Retirement Plan — — —
Crane Service Annuity System 24.26 1,364,225 —
  Supplemental Management Retirement Plan2 34.26 33,385,457 —
Nigro Cash Balance Pension Plan 26.42 584,437 —
  Supplemental Management Retirement Plan 26.42 1,591,135 —

Notes to Pension Benefits Table

1.Due to their dates of hire, Ms. Littleton, Mr. Glockner and Mr. Quiniones do not participate in the defined benefit pension plans.
2.The lump sum basis used to report the above-disclosed value of Mr. Crane’s non-qualified SMRP benefit changed pursuant to required disclosure rules applicable to his 2022 retirement, but the actual value of his benefit did not change. In prior years, the value reported in the Pension Benefits Table reflected Mr. Crane’s benefit using the same interest rate assumption that the Company uses for certain other financial reporting purposes pursuant to applicable disclosure rules, and the value of his benefit using the interest rate specified under the terms of the SMRP was reported in a footnote to this table. The pension benefits provided to Mr. Crane under the terms of the plans were not enhanced in 2022 or otherwise in connection with his retirement. Payments made upon termination may be delayed by six months in accordance with U.S. Treasury Department guidance.

68     Exelon 2023 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

Deferred Compensation Programs

Exelon Corporation Employee Savings Plan

The Exelon Corporation Employee Savings Plan (ESP) is a defined contribution plan intended to be tax-qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Exelon maintains the ESP to attract and retain qualified employees, including the NEOs, and encourage retirement savings. The ESP generally provides the opportunity for participants, including NEOs, to direct pre-tax, after-tax, and Roth payroll contributions of up to 50% of base salaries, which may be supplemented by Company matching and profit-sharing contributions.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 for pension benefits, alsoto participate in the CBPP, receive an annual non-discretionary 401(k) contribution equal to 4% of base paysalary and annual non-equity incentive compensation.award. Contributions to the ESP are invested in participant-selected investment funds, which may include the Exelon Corporation stock fund.Stock Fund. Distributions are payable pursuant to participant-selected elections after termination of employment. Prior to termination of employment, in-service “hardship” withdrawals, distributions, or loans are permitted in limited circumstances.

Exelon Corporation Deferred Compensation Plan

The Exelon Corporation Deferred Compensation Plan (DCP) is a non-qualified plan established to facilitate tax and retirement planning. Oncethat permits ESP participants, including NEOs, who reach theira statutory contribution limit during the year, to have payroll contributions and Company contributions will be credited to individual notional accounts as provided for under the DCP as directed by participantin accordance with elections filed the preceding year. Available notional investment options under the DCP consist of a basket of investment fund benchmarks that are substantially the same as funds available through the ESP and are generally payable upon termination of employment in connection with participants’ prior distribution elections. Deferred amounts represent unfunded, unsecured obligations of the Company.

Nonqualified

Non-Qualified Deferred Compensation

Name     Executive
Contributions
in last FY
($)
(Note 1)		     Registrant
Contributions
in last FY
($)
(Note 2)		     Aggregate
Earnings
in last FY
($)
(Note 3)		     Aggregate
Withdrawals/
Distributions
($)		     Aggregate
Balance at
last FYE
($)
(Note 4)
Butler 99,656 25,302 (39,064)— 372,403
Jones — — — — —
Littleton 22,035 46,113 (12,655)— 86,698
Glockner 31,058 43,712 (23,976)— 179,614
Quiniones 13,406 9,725 (270)— 22,861
Crane 111,548 33,464 (374,385)— 2,821,595
Nigro 26,342 15,805 (60,745)— 299,568

NameExecutive
Contributions
in last FY
($)
(Note 1)
Registrant
Contributions
in last FY
($)
(Note 2)
Aggregate
Earnings
in last FY
($)
(Note 3)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at
last FYE
($)
(Note 4)
Butler208,333 33,784 57,132 — 671,653 
Jones— — — — — 
Littleton23,660 49,781 35,672 — 195,811 
Glockner29,608 45,563 27,586 — 282,430 
Quiniones14,077 49,345 11,069 — 97,352 
Notes to NonqualifiedNon-Qualified Deferred Compensation Table
1.

The amounts shown are included in the Salary column of the Summary Compensation Table.
2.The amounts shown are included in the All Other Compensation column of the Summary Compensation Table.
3.The amount shown under aggregate earnings reflects the NEO’s notional gain or loss based upon the individual allocation of his notional account balance to the basket of 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.

1.The amounts shown are included in the Salary column of the Summary Compensation Table.
2.www.exeloncorp.comThe 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 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 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 2021: $127,667 for Mr. Butler, $1,881,043 for Mr. Crane, and $153,554 for Mr. Nigro.69

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Table of Contents

Compensation Discussion & Analysis (CD&A)

Potential Payments upon Termination with or without a Change in Control

Each NEO is entitled to certain compensation in the event his or her employment terminates in certain circumstances, including a termination in connection with or upon a change in control of Exelon. The 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 Benefits

NEOs are entitled to certain payments and benefits in connection with the Company’s termination of their employment, other than for cause or disability or in connection with the NEO’s resignation for good reason, as provided for in the Senior Management Severance Plan (SMSP). Benefits under the SMSP are noted in the table on the following page.

Payments under the SMSP are subject to reduction by Exelon to the extent necessary to avoid imposition of excise taxes imposed by Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law, but only if doing so results in the executive receiving a lesser reduction in after-tax payments.

The SMSP includes the following definitions with respect to severance benefits:

“Cause” with respect to severance benefits (or change in control benefits discussed below) generally means any of the following (a) refusal to perform or habitual neglect in the performance of duties or responsibilities or of specific directives of the officer to whom the executive reports or of the Board of Directors of Exelon or any of its participating subsidiaries which are not materially inconsistent with the scope and nature of the executive’s duties and responsibilities; (b) willful or reckless commission of acts or omissions which have resulted in, or in Exelon’s reasonable judgment are likely to result in, a material loss or material damage to the reputation of Exelon or any of its affiliates, or that compromise the safety of any employee or other person; (c) commission of a felony or any crime involving dishonesty or moral turpitude; (d) material violation of the Code of Business Conduct (or any corporate policies referenced therein), or of any statutory or common-law duty of loyalty; or (e) any breach by the executive of any of his or her restrictive covenants.

“Good reason” generally means:means:

●with respect to severance benefits 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; a demotion below an executive salary band level; 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’s business or operations; and
●with respect to severance benefits payable upon a termination in connection with or upon a change in control of Exelon, a material reduction of the executive’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 the Chief Executive Officer, a 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; a material breach of the terms of the individual change in control agreements or the SMSP, as applicable, by Exelon or its successor.

•with respect to severance benefits 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; 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’s business or operations; and
•with respect to severance benefits payable upon a termination in connection with or upon a change in control of Exelon, a material reduction of the executive’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 the Chief Executive Officer, a 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 terms of the SMSP by Exelon or its successor.
Change in Control Benefits

Pursuant to the SMSP, NEOs are eligible for certain benefits upon certain involuntary terminations by the Company or a resignation for “good reason” in connection with a change in control of Exelon.

A “change in control” generally includes any of the following:

●
•
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.

70Exelon 2023 Proxy Statement

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Exelon’s then outstanding common stock or voting securities,

Compensation Discussion & Analysis (CD&A)•

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 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 in the below table.below. All benefits described as of December 31, 2023.



Severance BenefitsChange in Control Severance Benefits
Severance Pay70Continued payment of base salary for a period of 24 months (12 months for Mr. Quiniones) after termination of employment paid in regular payroll installments.Continued payment of base salary for a period of 2.99 years (two years for Mr. Quiniones) after termination of employment paid in regular payroll installments.
Annual Incentive AwardPro-rated award for the year in which termination of employment occurs, and target awards for a period of 24 months (12 months for Mr. Quiniones) thereafter paid in regular payroll installmentsPro-rated award for the year in which termination of employment occurs, and target awards for a period of 2.99 years (two years for Mr. Quiniones) thereafter paid in regular payroll installments.
Equity AwardsSee below table.See below table.
Supplemental Management Retirement Plan BenefitsBenefit equal to the amount payable under the SMRP, if any, determined as if the severance period constituted service and the severance pay constituted covered compensation for purposes of the basic benefit under the SMRP.Benefit is equal to the amount payable under the SMRP, if any, determined as if the SMRP benefit were fully vested and the severance pay constituted covered compensation for purposes of the basic benefit under the SMRP.
Insurance, Health, and Welfare BenefitsLife, disability, accident, health, and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees.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.
Executives who were hired prior to January 1, 2018 and attained age 40 prior to January 1, 2021 are eligible for retiree health coverage if they have attained age 50 and completed at least 10 years of service as of the last day of the severance period.Executives who were hired prior to January 1, 2018 and attained age 40 prior to January 1, 2021 are eligible for retiree health coverage if they have attained age 50 and completed at least 10 years of service as of the last day of the severance period.
Financial PlanningOutplacement and financial planning services for at least 12 months.Outplacement and financial planning services for at least 12 months.
Exelon 2024 Proxy Statement

Compensation Discussion & Analysis (CD&A)
Summary of Severance and Change in Control Benefits:
•Severance Pay: In the case of severance benefits, continued payment of base salary and target annual incentive for a period of 24 months (18 months for Mr. Quiniones) after termination of employment paid in regular payroll installments. In the case of change in control severance benefits, continued payment of base salary and target annual incentive for a period of 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 Retirement Plan Benefits: Benefit equal to the amount payable under the SMRP, if any, determined as if the severance period (not to exceeed 24 months) constituted service and the severance pay constituted covered compensation for purposes of the SMRP.
•Insurance, Health, and Welfare Benefits: Life, long-term, disability, accident, health, and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees. Executives who were hired prior to January 1, 2018, and attained age 40 prior to January 1, 2021 are eligible for retiree health coverage if they have attained age 50 and completed at least 10 years of service as of the last day of the severance period.
•Outplacement and Financial Planning: Outplacement and financial planning services for a period of 12 months.
•Equity Awards:The 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.termination date is after June 30. For performance share awards, prior year awards vest and the current year award vests on prorated basis, each based on actual performance and payable when paid to active executives.

–Death:Unvested RSU awards vest. Prior year performance share awards vest and the current year award vests on prorated basis, each based on actual performance and payable when paid to active executives.
–Voluntary Termination(other than retirement eligible) or Termination for Cause:Unvested RSU and performance share awards are forfeited.
–Involuntary Termination (other than for cause) or Resignation for Good Reason:Unvested RSU awards vest on a pro-rated basis. Prior and current year performance share awards vest on a prorated basis, each based on actual performance and payable when paid to active executives and subject to the executive’s execution of a waiver and release of claims.
–Involuntary Termination (other than for cause) or Resignation for Good Reason upon a Change in Control: Generally, unvested RSU awards vest and unvested performance share awards vest based on actual or deemed performance and are payable upon termination, subject to the executive’s execution of a waiver and release of claims, unless otherwise modified or cancelled pursuant to the terms of the LTIP.


1.For purposes of equity awards, “retirement” means a voluntary or involuntary (other than for cause) termination of employment after attaining age 55 and completing at least 10 years of service with the Company.
www.exeloncorp.comRestricted Stock Units (RSUs)Long Term Incentive Awards
(Including performance share awards)
Retirement1 or DisabilityUnvested awards granted in prior years vest; award granted in current year vests if termination date is after June 30Prior year awards vest and current year award vests on prorated basis, each based on actual performance and payable when paid to active executives
DeathUnvested awards vestPrior year awards vest and 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)Unvested awards are forfeitedUnvested awards are forfeited
Involuntary Termination2Unvested awards vest on a pro-rated basisPrior and current year awards vest on prorated basis, each based on actual performance and payable when paid to active executives
Involuntary Termination upon a Change in ControlUnvested awards vestUnvested awards vest based on actual or deemed performance and payable upon termination71

(1)For purposes of equity awards, “retirement” means termination of employment after attaining age 55 and completing at least 10 years of service with the Company.
(2)A termination by the Company prior to attainment of retirement eligibility for reasons other than for cause or disability, or a resignation by an eligible executive for good reason; executive required to execute a waiver and release of claims.

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Compensation Discussion & Analysis (CD&A)

Estimated Value of Benefits to be Received Upon Retirement

Termination Tables
The following table showsfour tables show the estimated value of payments and other benefits to be conferred upon each NEO assuming they retiredwere terminated as of December 31, 2022. 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.

As Mr. Crane did in fact retire as of December 30, 2022, the below values reflect the actual benefits he received.

Name     Cash
Payment
($)
(Note 1)		     Value of Unvested
Equity Awards
($)
(Note 2)		     Total Value of
All Payments
and Benefits
($)
(Note 3)
Butler 1,069,000 — 1,069,000
Jones 374,000 — 374,000
Littleton 593,000 — 593,000
Glockner 550,000 — 550,000
Quiniones 608,000 — 608,000
Crane 2,365,462 33,017,444 35,382,906
Nigro 934,000 9,595,000 10,529,000

Notes to Benefits to be Received Upon Retirement Table

1.Under the terms of the 2022 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 2022 annual incentive payout after Company/business unit performance was determined.
2.Includes the value of the executives’ unvested performance share awards granted in 2020 (based on actual performance), and 2021 and 2022 (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 30, 2022 of $43.23 (December 31, 2022 being a Saturday).
3.The total value for Mr. Crane reflects actual amounts received as a result of his retirement.

Estimated Value of Benefits to be Received Upon Termination due to Death or Disability

The following table shows the estimated value of payments and other benefits to be conferred upon each NEO assuming employment is terminated due to death or disability as of December 31, 2022.SMRP. These payments and benefits are in addition to the present value of the accumulated benefits from the NEO’s qualified and non-qualified pension plans shown in the table within the Pension Benefit section and the aggregate balance due to each NEO shown in the table within the Non-Qualified Deferred Compensation section. These payments and benefits are also in addition to retiree healthcare benefits available to certain employees, including eligible NEOs.


Mr. Crane

In each table, the amounts are rounded to the nearest thousands and the value of unvested equity awards is excluded frombased on Exelon’s closing stock price on December 29, 2023, of $35.90 (December 31, 2023 being a Sunday).
Estimated Value of Benefits to be Received Upon Retirement
NameCash
Payment
($)
(Note 1)		Value of Unvested
Equity Awards
($)
(Note 2)
Total Value of
All Payments
and Benefits
($)
Butler2,266,000 — 2,266,000 
Jones788,000 — 788,000 
Littleton788,000 — 788,000 
Glockner669,000 — 669,000 
Quiniones614,000 — 614,000 
Notes to Benefits to be Received Upon Retirement Table
1.Represents the below table as he retired asportion 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 30, 2022.31, 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.

Name     Cash
Payment
($)
(Note 1)		     Value of Unvested
Equity Awards
($)
(Note 2)		     Total Value of
All Payments
and Benefits
($)
(Note 3)
Butler 1,069,000 10,506,000 11,575,000
Jones 374,000 2,176,000 2,550,000
Littleton 593,000 4,334,000 4,927,000
Glockner 550,000 5,641,000 6,191,000
Quiniones 608,000 1,205,000 1,813,000
Nigro 934,000 9,595,000 10,529,000


Estimated Value of Benefits to be Received Upon Termination due to Death or Disability
NameCash
Payment
($)
(Note 1)		Value of Unvested
Equity Awards
($)
(Note 2)
Total Value of
All Payments
and Benefits
($)
Butler2,266,000 13,295,000 15,561,000 
Jones788,000 2,263,000 3,051,000 
Littleton788,000 3,844,000 4,632,000 
Glockner669,000 3,772,000 4,441,000 
Quiniones614,000 1,930,000 2,544,000 
Notes to Benefits to be Received Upon Termination due to Death or Disability Table
1.

Represents the portion of the executives’ AIP award (based on actual performance) that, per applicable award terms, would be payable upon death or disability.
2.Represents the value of the executives’ unvested performance share awards granted in 2021, and 2022 and 2023 (assuming target performance) and the accelerated portion of the executives’ RSU awards that, per applicable award terms, would vest upon death or disability.


1.Under the terms of the 2022 AIP, a pro-rated annual 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’ 2022 annual incentive payout after Company/business unit performance was determined.
72
2.Includes the value of the executives’ unvested performance share awards granted in 2020 (based on actual performance), and 2021 and 2022 (assuming target performance) and the accelerated portion of the executives’ RSU awards that, per applicable award terms, would vest upon death or disability. The value of the shares is based on Exelon’s closing stock price on December 30, 2022 of $43.23 (December 31, 2022 being a Saturday).
3.Estimate of total payments and benefits based on termination due to death or disability on December 31, 2022.
Exelon 2024 Proxy Statement

72Exelon 2023 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

Estimated Value of Benefits to be Received Upon Involuntary Separation Not Related to a Change in Control

The following table shows the estimated value of payments and other benefits to be conferred upon each NEO assuming they were terminated as of December 31, 2022, 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.

Mr. Crane is excluded from the below table as he retired as of December 30, 2022.

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 7,069,000 350,000 6,558,000 47,200 40,000 14,064,000
Jones 2,844,000 185,000 1,666,000 38,000 40,000 4,773,000
Littleton 3,063,000 — 2,450,000 46,000 40,000 5,599,000
Glockner 2,786,000 — 4,021,000 19,000 40,000 6,866,000
Quiniones 1,661,000 — 401,000 3,000 40,000 2,105,000
Nigro 4,306,000 287,000 9,595,000 38,000 40,000 14,266,000

NameCash
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
($)
(Note 5)		Total Value of
All Payments
and Benefits
($)
Butler8,266,000 420,000 7,603,000 48,000 40,000 16,377,000 
Jones3,357,000 193,000 1,113,000 42,000 40,000 4,745,000 
Littleton3,357,000 — 2,480,000 46,000 40,000 5,923,000 
Glockner2,995,000 — 2,591,000 19,000 40,000 5,645,000 
Quiniones2,272,000 — 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.

1.Represents the estimated cash severance benefit plus the estimated severance benefit equal to two times (one times for Mr. Quiniones) 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’ 2022 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 2020 (based on actual performance), and 2021 and 2022 (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. The value of the shares is based on Exelon’s closing stock price on December 30, 2022 of $43.23 (December 31, 2022 being a Saturday).
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.

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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).

Compensation Discussion & Analysis (CD&A)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 Control

The following table shows the estimated value of payments and other benefits to be conferred upon each NEO assuming termination upon a qualifying change in control as of December 31, 2022. 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.

Mr. Crane is excluded from the below table as he retired as of December 30, 2022.

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
($)
(Note 5)		     Scaleback     Total Value of
All Payments
and Benefits
($)
Butler 10,039,000 523,000 10,506,000 71,000 40,000 — 21,179,000
Jones 4,067,000 277,000 2,176,000 57,000 40,000 — 6,617,000
Littleton 4,286,000 — 4,334,000 68,000 40,000 — 8,728,000
Glockner 3,893,000 — 5,641,000 28,000 40,000 — 9,602,000
Quiniones 2,714,000 — 1,205,000 6,000 40,000 — 3,965,000
Nigro 5,975,000 428,000 9,595,000 57,000 40,000 — 16,095,000

NameCash
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
($)
(Note 5)		ScalebackTotal Value of
All Payments
and Benefits
($)
Butler11,236,000 628,000 13,295,000 71,000 40,000 — 25,270,000 
Jones4,628,000 288,000 2,263,000 62,000 40,000 — 7,281,000 
Littleton4,628,000 — 3,844,000 69,000 40,000 — 8,581,000 
Glockner4,146,000 — 3,772,000 28,000 40,000 — 7,986,000 
Quiniones2,825,000 — 1,930,000 21,000 40,000 — 4,816,000 
Notes to Benefits to be Received Upon a Qualifying Termination following a Change in Control Table
1.

Represents the estimated cash severance benefit payable upon a qualifying termination following a change in control (described above) plus the executive’s AIP award based on actual performance.
2.Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that 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 (two times for Mr. Quiniones) 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’ 2022 annual incentive payout after Company/business unit performance was determined.
www.exeloncorp.com
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.Includes the value of the executives’ unvested performance shares, which will vest upon termination at the actual level earned and awarded (for 2020, based on actual performance and for 2021 and 2022, assuming target performance) 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 30, 2022 of $43.23 (December 31, 2022 being a Saturday).
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.73

74Exelon 2023 Proxy Statement

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Compensation Discussion & Analysis (CD&A)

CEO Pay Ratio

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship of annual total compensation, calculated pursuant to SEC rules, of our median employee and our CEO, 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 the year ended December 31, 2022,2023, the total compensation for Mr. Butler was $6,286,091$12,266,720 as reported in the “Total” column of the Summary Compensation Table on page 61. Since Mr. Butler was appointed CEO effective December 31, 2022, we annualized his salary and non-equity incentive plan compensation values, as disclosed in the Summary Compensation Table, and added the disclosed values of his stock awards, pension, and all other compensation to arrive at a value of $7,476,526.63. The total annual compensation for the median employee was $143,354.$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 20222023 was 52:84:1, demonstrating Exelon’s commitment to balance equitable compensation stewardship with competitively based compensation that drives and rewards performance.

On

As previously reported in our 2023 Proxy statement, on December 31, 2022, our employee population consisted of approximately 19,063 individuals (including the CEO). The consistently applied compensation measure used to identify the median employee was W-2 Box 1 wages for employees as of December 31, 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 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.

74
Exelon 2024 Proxy Statement
Compensation Discussion & Analysis (CD&A)

Pay For Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K,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 $100
investment based on:		    
  Summary
Compensation
Table Total for PEO
($)		 Compensation
Actually Paid to PEO
($)		 Average
Summary
Compensation
Table Total for
Non-PEO NEOs		 Average
Compensation
Actually Paid
to Non-PEO
NEOs		 Exelon Total
Shareholder
Return		 Peer Group
Total
Shareholder
Return		 Net Income
(millions)		 Utility
Earned
Year
(a)		   Butler
(b1)		   Crane
(b2)		   Butler
(c1)		   Crane
(c2)		   ($)
(d)		   ($)
(e)		   ($)
(f)		   ($)
(g)		   ($)
(h)		   ROE*
(i)
2022 6,286,091 30,084,980 5,509,746 10,875,275 3,219,172 2,890,661 147 122 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%

        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)
202312,266,720 9,261,591 3,247,012 2,557,696 127 111 2,328 9.3%
20226,286,091 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 Table
1.

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:
DatePerformance Share
Cycle		Closing Stock
Price
($)		PerformanceTSRPerformance fair
value multiplier
12/31/20232023-202535.90 98.92 %88.90 %87.94 %
12/31/20232022-202435.90 92.36 %98.20 %90.70 %
12/31/20232021-202335.90 100.70 %101.76 %102.48 %
12/31/20222022-202443.23 89.19 %108.60 %96.86 %
12/31/20222021-202343.23 88.29 %107.10 %94.56 %
12/31/20222020-202243.23 100.00 %100.00 %100.00 %
12/31/20212021-202357.76 96.22 %128.10 %123.26 %
12/31/20212020-202257.76 91.73 %124.10 %113.84 %
12/31/20212019-202157.76 80.53 %87.69 %70.62 %
12/31/20202020-202242.22 90.33 %95.10 %85.90 %
12/31/20202019-202142.22 82.27 %78.90 %64.91 %
12/31/20202018-202042.22 76.01 %83.74 %63.65 %
12/31/20192019-202145.59 96.30 %76.30 %73.48 %
12/31/20192018-202045.59 99.97 %96.90 %96.87 %
12/31/20192017-201945.59 114.76 %93.85 %107.70 %

1.The dollar amounts reported in column (b1) are the amounts of total compensation reported for Mr. Butler (our current Chief Executive Officer) for 2022 in the “Total” column of the Summary Compensation Table.
www.exeloncorp.com
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.75

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Table of Contents

Compensation Discussion & Analysis (CD&A)

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
Cycle		     Closing Stock
Price
($)		     Performance     TSR     Performance fair
value multiplier
 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%

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 
YearReported 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 - Butler
12,266,720 (7,951,800)5,150,486 (320,832)117,017 9,261,591 
2022 - Butler
6,286,091 (3,423,719)2,745,053 (198,532)100,853 5,509,746 
2022 - Crane
30,084,980 (11,768,964)4,732,580 (12,647,990)474,669 10,875,275 
2021 - Crane
15,667,002 (10,823,207)25,401,442 (1,071,663)547,951 29,721,525 
2020 - Crane
14,440,051 (10,256,308)5,382,246 (757,754)556,368 9,364,603 
(a)

     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)
($)		     Compensation
Actually
Paid to PEO
($)
 2022 - Butler 6,286,091 (3,423,719) 2,745,053 (198,532) 100,853 5,509,746
 2022 - Crane 30,084,980 (11,768,964) 4,732,580 (12,647,990) 474,669 10,875,275
 2021 - Crane 15,667,002 (10,823,207) 25,401,442 (1,071,663) 547,951 29,721,525
 2020 - Crane 14,440,051 (10,256,308) 5,382,246 (757,754) 556,368 9,364,603
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 - Butler
6,395,326 (1,150,012)—(94,827)—5,150,486 
2022 - Butler
3,175,677 (371,367)—(59,257)— 2,745,053 
2022 - Crane
10,916,328 (1,221,723)—(134,318)(4,827,707)4,732,580 
2021 - Crane
17,095,928 8,081,315 —224,199 —25,401,442 
2020 - Crane
9,023,213 (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 the Summary Compensation Table for each applicable year.
(d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by 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 - Butler
117,017 —117,017 
2022 - Butler
100,853 —100,853 
2022 - Crane
474,669 —474,669 
2021 - Crane
547,951 —547,951 
2020 - Crane
556,368 —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.





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.
76
b)The amounts deducted or added in calculating the equity award adjustments are as follows:
Exelon 2024 Proxy Statement

       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
($)		     Total Equity
Award
Adjustments
($)
 2022 - Butler 3,175,677 (371,367) — (59,257) — 2,745,053
 2022 - Crane 10,916,328 (1,221,723) — (134,318) (4,827,707) 4,732,580
 2021 - Crane 17,095,928 8,081,315 — 224,199 — 25,401,442
 2020 - Crane 9,023,213 (4,145,220) — 504,253 — 5,382,246

c)The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.
d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by 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
($)
 2022 - Butler 100,853 — 100,853
 2022 - Crane 474,669 — 474,669
 2021 - Crane 547,951 — 547,951
 2020 - Crane 556,368 — 556,368

76Exelon 2023 Proxy Statement

Table of Contents

Compensation 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 group (excluding the PEO(s)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO(s)) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO(s)) for each year to determine the compensation actually paid, using the same methodology described above in Note 3:
 Average Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
($)		Average
Reported Value
of Equity Awards
($)		Average Equity
Award Adjustments
(a)
($)		Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
($)		Average Pension
Benefit Adjustments
(b)
($)		Average
Compensation
Actually Paid to
Non-PEO
NEOs
($)
20233,247,012 (1,525,550)857,766 (35,079)13,546 2,557,696 
20223,223,949 (1,596,116)1,300,459 (69,879)37,024 2,895,438 
20215,459,913 (2,482,776)4,497,496 (210,792)139,643 7,403,484 
20204,611,546 (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
($)
20231,226,942(290,123)—(79,052)——857,766
20221,480,481(162,202)—(17,819)——1,300,459
20212,889,4931,563,343—44,660——4,497,496
20202,132,461(998,587)—110,543——1,244,418
(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
 Average
Service Cost
($)		Average Prior
Service Cost
($)		Total Average
Pension Benefit
Adjustments
($)
202313,546 —13,546 
202237,024 —37,024 
2021139,643 —139,643 
2020130,458 —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.

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 2022, Jeanne Jones, Joseph Nigro, Gayle Littleton, David Glockner, and Gil Quiniones; (ii) for 2021, Calvin Butler, Jr., Joseph Nigro, Bryan Hanson, James McHugh, Kenneth Cornew, and William Von Hoene, Jr.; and (iii) for 2020, Calvin Butler, Jr., Joseph Nigro, Kenneth Cornew, and William Von Hoene, Jr.
5.The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO(s)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO(s)) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO(s)) for each year to determine the compensation actually paid, using the same methodology described above in Note 3:

       Average Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
($)		     Average
Reported Value
of Equity Awards
($)		     Average Equity
Award Adjustments
(a)
($)		     Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
($)		     Average Pension
Benefit Adjustments
(b)
($)		     Average
Compensation
Actually Paid to
Non-PEO
NEOs
($)
 2022 3,219,172 (1,596,116) 1,300,459 (69,879) 37,024 2,890,661
 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
($)
 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
($)
 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.
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, 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.
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Table of Contents

Compensation Discussion & Analysis (CD&A)

Discussion

TSR Absolute and Relative Performance to the UTY

The chart below compares the cumulative TSR outperformance of Exelon to the peer group (UTY).

Total Shareholder Return: Company vs. Peer Group

EXC_Peer_TSR.jpg
Exelon’s Financial Metrics that Align to the Overall Business Strategy to Drive Compensation

The following are the most important financial performance measures, as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year: Adjusted (non-GAAP) operating EPS*, Exelon Net Income (GAAP), and Utility Earned ROE*.

Exelon’s Pay for Performance Alignment

The chart below compares the PEO and other NEOs’ Compensation Actually Paid (CAP) to TSR.

CAP_TSR V2.jpg
CAP vs. Total Shareholder Return

78
Exelon 20232024 Proxy Statement

Table of Contents

Compensation Discussion & Analysis (CD&A)

The chart below compares the PEO and other NEOs’ CAP to Exelon Net Income (GAAP).

CAP vs. Net Income

CAP_NetIncome V3 .jpg
The chart below compares the PEO and other NEOs’ CAP to Utility Earned ROE.

CAP_ROE V2.jpg
CAP vs. ROE

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Table of Contents

Management Proposal: Special Meetings
PROPOSAL
4
Advisory Vote on the FrequencyAmend our Articles of an
Advisory Vote on Executive Compensation
PROPOSAL
4		Say-on-Frequency: Advisory Vote on the FrequencyIncorporation to Allow Shareholders Owning at least 25% of an Advisory Vote on Executive Compensationour Stock to Call Special Meetings
gfx_cehckmark.jpg
The Board recommends a vote FORthe optionamendment to our Articles of Incorporation.“ONE YEAR”as the preferred frequency for future advisory   votes on executive compensation.

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 Dodd-Frank Wall Street Reform
BACKGROUND

Section 432 of our Amended and Consumer Protection ActRestated Articles of 2010, Section 14AIncorporation 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 Exchange Act,Board’s continuing review of our corporate governance practices, the Board has determined that it is in the best interest of the Company and related SEC rules provideits 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 givenamended 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 AMENDMENT

Amending 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 least 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 the 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 castnominate 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
Exelon 2024 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 advisory (non-binding) vote on how oftenitem of business that is not a proper matter for shareholder action under applicable law; (iii) is received by the Company should includeduring 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 advisory vote on executive compensationitem 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 AMENDMENT

The 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 proxy materials for future annual shareholder meetings.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.
Shareholders may
VOTE REQUIRED AND RECOMMENDATION

Approval of this Proposal 4 requires the affirmative vote toof the votes cast. Abstentions and broker non-votes (if any) are not votes cast and, accordingly, will have no effect on the say-on-pay vote every year, every two years, or every three years, or shareholders may abstain from voting onoutcome of this proposal. When shareholders voted on this matter in 2017, the majority voted to hold the say-on-pay vote every year.Proposal 4.

Our

The Board of Directors continuesunanimously recommends a vote “FOR” the approval of the amendment to believeour Amended and Restated Articles of Incorporation to remove and replace the limitation on shareholders calling special meetings of shareholders with a provision that an annual advisory vote on executive compensation ispermits 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.com81


PROPOSAL
5
Adopt a Shareholder Right to Call a Special Shareholder Meeting
CHevedden graphic.jpg

Shareholders ask our board to take the steps necessary to amend the appropriate alternativecompany governing documents to give the owners of a combined 10% of our outstanding common stock 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 Exelon. Exelon valuesa special shareholder meeting as allowed by state law. This includes making the direct inputnecessary 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 receives fromgives shareholders on executive compensation and other matters. An annual advisory vote on executive compensationat least significant standing to engage effectively with management.

Management will have an incentive to genuinely engage with shareholders instead of stonewalling if shareholders have a realistic 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 consistentan important step for effective 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 policydirectors.

With the widespread use of seeking input from and engaging in discussions with our shareholders on corporate governance mattersonline shareholder meetings it is much easier for management to conduct a special shareholder meeting and our executive compensation philosophy, policies, and practices. Givenbylaws thus need to be updated accordingly.

Please vote yes:
Adopt a Shareholder Right to Call a Special Shareholder Meeting — Proposal 5


Board’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 large numberamendment of Exelon shareholders, we are unablethe Company’s governing documents to receive direct feedback from all, therefore we believe that an annual advisory vote on the compensation of our named executive officers will allow all of our shareholders to provide us with their general input on our compensation philosophy, policies, and practices. Our Board therefore recommends that you vote for a one-year interval for the advisory vote on executive compensation.

The proxy card provides shareholders with the opportunityright to choose among four options (holdingcall special meetings, in a manner consistent with state law.

The Board is bound by the vote every year, every two years, or every three years, or abstaining)law of Pennsylvania, the Company’s state of incorporation, which establishes 25% as the minimum ownership threshold for shareholders to call a 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 willapprove 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 proposal
82
Exelon 2024 Proxy Statement

that 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 be voting to approve or disapproveresult in the Board’s recommendation.

The frequency option that receives the most votes from shareholders will be consideredrequested action being taken by the Board and, therefore, would not in fact create a shareholder right to call for a special meeting. To create such a right, the Compensation Committee as the shareholders’ recommendation asCompany’s shareholders must approve an amendment to the frequencyAmended and Restated Articles of future advisory votes on our compensation philosophy,Incorporation, which the Board is recommending that shareholders adopt under Proposal 4. Only shareholder approval of Proposal 4 will provide shareholders with the right to call special meetings; therefore, the Board recommends that shareholders vote in favor of Proposal 4 and vote against this proposal.

Exelon’s existing corporate governance policies and practices. However, practices demonstrate and promote accountability to shareholders.
Exelon already maintains robust governance practices that promote Board accountability and enhance shareholder rights, including:
•the outcomeannual election of this advisorydirectors;
•no supermajority vote onrequirements to amend the frequencyarticles of incorporation and bylaws;
•annual say-on-pay votes;
•a process for shareholders to communicate with members of the advisory vote onBoard, as described in this Proxy Statement;
•eight of Exelon’s nine Director nominees are “independent” under the compensationstandards adopted by the U.S. Securities and Exchange Commission and NASDAQ;
•an independent chairman of our named executive officers will not be considered as binding.

Exelon expects that the question of frequency of say-on-pay voting will be presented for a vote of shareholders again in 2029.Board;

•proxy access rights; and
•an active shareholder engagement program.
Recommendation of the Board:
80     The Exelon Board considered the proposal and recommends a vote AGAINST this proposal.

www.exeloncorp.comExelon 2023 Proxy Statement83

Table

Ownership of Contents


Exelon Stock
Ownership of
Exelon Stock

Stock Ownership of Directors and Executive Officers

The following table shows the ownership of Exelon common stock as of February 1, 2023,2024, by each Director and each NEO in the Summary Compensation Table, and for all Directors and executive officers as a group. No stock option awards are outstanding, and no stock option awards have been granted since 2012.

The shares owned by Directors and executive officers, both individually and as a group, constitute less than 1% of the total number of shares of common stock outstanding.
Shares Owned
Directly or
Indirectly (Note 1)		Total Shares
Beneficially Owned
Non-Employee Directors
Anthony Anderson57,525 57,525 
W. Paul Bowers18,401 18,401 
Marjorie Rodgers Cheshire19,766 19,766 
Linda P Jojo42,767 42,767 
Charisse R. Lillie3
13,651 13,651 
Anna Richo3
1,732 1,732 
Matt Rogers3
2,849 2,849 
Bryan Segedi3
— — 
John Young25,509 25,509 
Named Executive Officers
Calvin G. Butler, Jr.288,566 288,566 
Jeanne Jones84,561 84,561 
Gayle Littleton74,036 74,036 
David Glockner66,730 66,730 
Gil Quiniones27,311 27,311 
All other executive officers270,340 270,340 
Directors & Executive Officers as a group (19 people)2
993,744 993,744 
1.

  Shares Owned
Directly or
Indirectly (Note 1)		Total Shares
Beneficially Owned
 Non-Employee Directors  
 Anthony Anderson51,46751,467
 Ann Berzin157,345157,345
 W. Paul Bowers9,7929,792
 Marjorie Rodgers Cheshire14,02814,028
 Carlos Gutierrez4,2744,274
 Linda Jojo37,22937,229
 Paul Joskow85,99985,999
 John Young20,57820,578
 Named Executive Officers  
 Calvin G. Butler Jr.191,926191,926
 Jeanne Jones39,08839,088
 Gayle Littleton61,48461,484
 David Glockner45,22545,225
 Gil Quiniones17,68817,688
 Christopher M. Crane696,341696,341
 Joseph Nigro157,149157,149
 Directors & Executive Officers as a group (19 people)21,814,0631,814,063
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, 2024
3.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.
(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.
84(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 2022 Annual Report on Form 10-K filed on February 14, 2023.
2024 Proxy Statement
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Table

Other Significant Owners
of Contents

Exelon Stock
Other Significant Owners
of Exelon Stock

Shown in the table below are those owners who are known to Exelon to hold more than 5% of the outstanding common stock. This information is based on the most recent Schedule 13G (or Schedule 13G/A) filings made with the SEC:
•

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, 2024
Name and Address of Beneficial OwnerShares
Beneficially
Owned		Percentage
of Class
Wellington Management Group LLP1
93,146,069 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 Group2
90,559,553 9.10 %
100 Vanguard Blvd., Malvern, PA 19355
BlackRock, Inc.3
90,113,916 9.10 %
50 Hudson Yards,, New York, NY 10001
State Street Corporation4
62,628,342 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.
●BlackRock, Inc. on January 30, 2023
●www.exeloncorp.comWellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP jointly filed on February 6, 2023
●State Street Corporation on February 6, 2023
●The Vanguard Group on February 9, 202385
Name and Address of Beneficial OwnerShares
Beneficially
Owned		 Percentage
of Class
    
Wellington Management Group LLP196,329,140 9.71%
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 Group291,771,885 9.25%
100 Vanguard Blvd., Malvern, PA 19355   
    
BlackRock, Inc.383,420,998 8.4%
55 East 52nd Street, New York, NY 10055   
    
State Street Corporation458,786,029 5.93%
State Street Financial Center, 1 Lincoln Street, Boston, MA 02111   
(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 92,398,561 shares, sole dispositive power over 0 shares, and shared dispositive power over 96,329,140 shares. Wellington Management Company LLP disclosed in its Schedule 13G/A that it has sole voting power over 0 shares, shared voting power of 90,430,461 shares, sole dispositive power over 0 shares and shared dispositive power over 91,874,225 shares.
(2)The Vanguard Group disclosed in its Schedule 13G/A that it has sole voting power over 0 shares, shared voting power over 1,316,532 shares, sole dispositive power over 87,727,034 shares, and shared dispositive power over 4,044,851 shares.
(3)BlackRock, Inc. disclosed in its Schedule 13G/A that it has sole voting power over 74,157,679 shares, shared voting power over 0 shares, sole dispositive power over 83,420,998 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 49,000,024 shares, sole dispositive power over 0 shares, and shared dispositive power over 58,747,137 shares.
82     Exelon 2023 Proxy Statement

Table

Additional Information
Availability of Contents

Corporate Documents
The 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
Additional Information

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. Information contained on our website is not part of this proxy statement.
Shareholder Proposals

Shareholder 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 October 17, 2023,22, 2024, and no later than November 16, 2023.21, 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

A 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 October 17, 2023, and no later than November 16, 2023. 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. The nominating shareholder(s) must provide notice of the proposed nomination and other required information must be received by Exelon no earlier than October 17, 2023, and no later than November 16, 2023. 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.

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Table of Contents

Additional Information

Availability of Corporate Documents

The Exelon Corporate Governance Principles, the Exelon Code of Business Conduct, the Exelon Amended and Restated Bylaws, and the charters for 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 Exelon’s

Contact the Corporate Secretary:
Exelon Corporation, Attn: 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. Information contained on our website is not part of this proxy statement.

Exelon Corporation
Attn: Office of the Corporate Secretary
10 South Dearborn Street,
P.O. Box 805398,
Chicago, Illinois 60680-539860680-5398

86
Exelon 2024 Proxy Statement
Additional Information
Voting Recommendations & Standards

As of March 1, 2023, there were 994,298,998 shares of common stock outstanding and entitled to vote.

Each share of common stock is entitled to one vote on each matter properly brought before the meeting. 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.
Your vote is important. We encourage you to vote promptly. You may vote in the following ways:
•

By Internet: If you have internet access, you may vote by internet. You will need the control number included on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form, as applicable. You may vote in a secure manner at www.proxyvote.com 24 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 voting instruction form.

•By Telephone: If you are 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 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: 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 voting instruction form provided by the holder of record.
•Online during the Annual Meeting: If you attend the virtual Annual Meeting, you may vote online during the meeting prior to the closing of the polls.
Quorum
Holders of a majority of the shares entitled to vote at the Annual Meeting must be present 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.
Voting Standards
The 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.

ProposalsBoard
Recommendation		Board
RecommendationVoting Standard		Voting StandardAbstentionsBroker
Non-votesAbstain
1Election of 89 Directors
icon_check_green.jpg
FOR ALLMajority of votes cast for each DirectorNo EffectNo Effect
2Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2023
icon_check_green.jpg
FORMajority of votes cast
No EffectDiscretionary
 Voting Permitted1
3Advisory Vote to approve Executive Compensation (Say-on-Pay)
icon_check_green.jpg
FOR
Majority of votes cast		No EffectNo Effect
4Advisory Vote on FrequencyManagement Proposal: Amend Articles of an Advisory Vote on Executive Compensation (Say-on-Frequency)Incorporation
icon_check_green.jpg
FORFOR One
year		Majority of votes castNo EffectNo Effect 
(1)Brokers and banks have discretionary authority to vote shares in the absenceNo Effect
5Shareholder ProposalXAGAINSTMajority 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 say-on-frequency. 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.votes castNo Effect

Majority Voting For Directors and Director Resignation Policy
We 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.com87
Additional Information
Broker Non-Votes
Broker non-votes occur when a beneficial owner of 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.
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 Results
Preliminary 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 Property

Escheatment 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 Servicesor their affiliate EQ Unifybased 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.

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Exelon 20232024 Proxy Statement

Table of Contents

Frequently Asked
Frequently Asked
Questions


Questions

Q: How can I participate in the annual meeting?

Exelon’s 20232024 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/EXC2023EXC2024 on April 25, 2023,30, 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 25, 2023.30, 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 visitingwww.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: How do I vote?

Your vote is important. We encourage you to vote promptly. You may vote in the following ways:

●By Internet: If you have internet access, you may vote by internet. You will need the control number included on your 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.
●By Telephone: If you are 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, 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: If you are a holder of record and received a full paper set of materials, you can vote by marking, dating, and signing your proxy card and returning it by mail in the postage-paid envelope provided. If you are a beneficial holder of shares held of record by a bank or broker or other street name, please complete and mail the VIF provided by the holder of record.
●Online during the Annual Meeting: If you attend the virtual Annual Meeting, you may vote online during the meeting prior to the closing of the polls.
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Table of Contents

Frequently Asked Questions

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: Who is entitled to vote?

Holders of Exelon common stock as of 5:00 p.m. ET on March 1, 2023 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 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 votes entitled to be cast constitutes 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.

Q: What are broker non-votes?

Broker non-votes occur when a beneficial owner of 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.

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.

investors.exeloncorp.com.

Q: Can I change my vote?

Yes. If you are a holderWho will count the votes?

Representatives of record, youBroadridge 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 change your votebe solicited on our behalf by submitting a subsequent proxy, by written request received by the Corporate Secretary prior to the Annual MeetingDirectors, officers or employees in person or by attending the Annual Meetingtelephone, electronic transmission and voting your shares. If your shares are held throughfacsimile transmission. We have hired Morrow Sodali, LLC (Morrow) to distribute and solicit proxies. We will pay Morrow a broker, bank, or other nominee, you must follow the instructionsfee of your broker, bank or other nominee to revoke your voting instructions.

$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 of record” of those shares. This Notice of Annual Meeting and Proxy Statement and accompanying documents have been provided directly to you by Exelon.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares and your shares may be referred to as being held in “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, you
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Frequently Asked Questions
have 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: WhoCan I access the notice of annual meeting, proxy statement and annual 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 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 count the votes?

Representatives of Broadridge Financial Communications and Exelon’s Office of Corporate Governance will tabulate the votes and act as inspectorsnot receive a printed copy of the election.

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Tableproxy 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 Contents

Frequently Asked Questions

Q: Where can I find the voting results?

We will reportavailability of the voting resultsproxy materials on the internet in a Form 8-Korder to save Exelon the cost of producing and mailing documents to you, reduce the amount of mail you receive and help preserve resources.

Shareholders of record: If you vote on the internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic delivery service.
Beneficial owners: You also may be filed withable to receive copies of these documents electronically. Please check the SEC within four business days following our Annual Meeting.information provided in the proxy materials sent to you by your bank, broker or other holder of record regarding the availability of this service.

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?

If 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 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 20, 2023,25, 2024, at 11:59pm59 pm ET.

Q: Can I access the notice of annual meeting,revoke my proxy statement and annual 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 15, 2023, 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.change my vote?

Yes. If you received that notice,voted by internet or by telephone, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained on the notice. In addition, shareholders may request to receive proxy materials in printed form or electronically by email on an ongoing basis. Exelon encourages shareholders to take advantage of the availability of the proxy materials on the internet in order to save Exelon the cost of producing and mailing documents to you, reduce the amount of mail you receive and help preserve resources.

Shareholders of record: If you vote on the internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic delivery service.

Beneficial owners: You also may be able to receive copies of these documents electronically. Please check the informationsame instructions provided above or in the proxy materials sent to overwrite your previous vote and submit a new vote. If you byare a beneficial owner and mailed a VIF, you must contact your bank, broker or other holder of record regarding the availabilityand 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 this service.

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” 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 20222023 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.

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Q: Why did I receive
Appendix A
Amendments to the Amended and Restated Articles of Incorporation of Exelon Corporation (the “Charter”) to Implement Procedures Relating to a Special Meeting Request Right

If 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.

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Appendix B
Amendments to the Amended and Restated Bylaws of Exelon Corporation (the “Bylaws”) to Implement Procedures Relating to a Special Meeting Request Right
If 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 “Requesting Shareholder”) who own (as defined below in Section 2.17(e)(v)) not less than twenty-five (25) percent of the voting power of shares of capital stock entitled to vote on each of the matters proposed to be considered at such special meeting (the “Requisite Percentage”) and who have complied in all respects with this Section 2.03. Except as otherwise required by law, notice of the special meeting shall be given in accordance with Section 2.04 of the corporation’s amended and restated bylaws (as may be further amended from time in accordance with their terms, these “bylaws”).


(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 “articles”) or these bylaws, the language of the proposed amendment); (v) must contain (A) an agreement by the Requesting Shareholders to notify the corporation promptly in the event of any disposition following the date of the Special Meeting Request of shares of common stock of the corporation owned by the Requesting Shareholders, and (B) an acknowledgment that any such disposition prior to the date of the special meeting shall be deemed to be a revocation of such Special Meeting Request with respect to such disposed shares and that such shares will no longer be included in determining whether the Requisite Percentage has been satisfied; and (vi) must provide documentary evidence that, at the time the Special Meeting Request is delivered to, and received by, the secretary, the Requesting Shareholders own the Requisite Percentage; provided, however, that if the Requesting Shareholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence that the beneficial owners on whose behalf the Special Meeting Request is made beneficially own the Requisite Percentage at the time such Special Meeting Request is delivered to the secretary (or, such evidence must be delivered to, and received by, the secretary within ten (10) days after the delivery of the Special Meeting Request).






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In 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.
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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) “public
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disclosure” 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, LLC (Morrow)(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 a fee of $20,000 plus reasonable expenses for these services.(VII) any Proposed Nominee.

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Table of Contents

Appendix A

Appendix C
Definitions of Non-GAAP Measures

Exelon reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP) and supplements its reporting with certain non-GAAP financial measures, including:
•

●Adjusted (non-GAAP) operating earnings per share
●Adjusted operating earnings
●Operating ROE
●CFO (Cash from Operations)/Debt
●FFO (Funds from Operations)/Debt

Adjusted (non-GAAP) operating earnings per share

•Adjusted operating earnings
•Operating ROE
•CFO (Cash from Operations)/Debt
•FFO (Funds from Operations)/Debt
These non-GAAP financial measures are not a presentation defined under GAAP and may not be comparable to other companies’ presentations. Exelon provides these non-GAAP financial measures as supplemental information and should not be deemed more useful than, a substitute for, or an alternative to the most comparable GAAP measures.

This information is intended to enhance an investor’s overall understanding of period over period financial results and provide an indication of Exelon’s baseline operating performance by excluding items that are considered by management to be not directly related to the ongoing operations of the business. In addition, this information is among the primary indicators management uses as a basis for evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting of future periods.

Adjusted (non-GAAP) operating earnings per shareexcludes 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 earnings per share to adjusted (non-GAAP) operating earnings per share for 20222023 (amounts may not add due to rounding).

20222023 GAAP Net IncomeEarnings per Share$ 2.082.34 
Adjustments:
Adjustments:Changes in Environmental Liabilities0.03 
Asset impairmentsSEC Matter Loss Contingency0.040.05 
Separation costsCosts0.02
Change in FERC Audit Liability0.01 
Income tax-related adjustments0.12(0.05)
20222023 Adjusted (non-GAAP) Operating Earnings Per Share$$ 2.272.38 

Adjusted operating earningsexcludes 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 for 20222023 (amounts may not add due to rounding).

2023 GAAP Net Income from Continuing Operations$$ 2,0542,238 
Adjustments: 
Market-to-market impact of economic hedging activities4(4)
Asset impairmentsChanges in Environmental Liabilities3829 
Asset retirement obligation(4)(1)
ERP system implementation costsSEC Matter Loss Contingency146 
Separation costs2422 
Changes in FERC Audit Liability11 
Income tax-related adjustments122(54)
20222023 Adjusted operating earnings(non-GAAP) Operating Earnings$$ 2,2392,377 
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Exelon 2024 Proxy Statement


Operating ROEis calculated using operating net income divided by average equity for the period. The operating income reflects all lines of business for the utility business (electric distribution, gas distribution, transmission).

CFO (Cash from Operations)/Debtis a coverage ratio that compares cash flow from operations adjusted for common dividends and change in cash on hand to total debt. The ratio is calculated following Moody’s current methodology.

FFO (Funds from Operations)/Debt is a coverage ratio that compares funds from operations to total debt. The ratio is calculated following S&P’s current methodology.

The most directly comparable GAAP measure to CFO and FFO is GAAP Cash Flow from Operations and the most directly comparable GAAP measure to Debt is Long-Term Debt plus Short-Term Borrowings. Management uses CFO/Debt (and previously, FFO/Debt) to evaluate financial risk by measuring the company’s ability to service debt using cash from operations. We believe the measure enhances an investor’s overall understanding of the creditworthiness of Exelon’s operating companies.

Due to the forward-looking nature of some forecasted non-GAAP measures, information to reconcile the forecasted adjusted (non-GAAP) measures to the most directly comparable GAAP measure may not be currently available; therefore, management is unable to reconcile these measures.

88     www.exeloncorp.comExelon 2023 Proxy Statement97

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Appendix B

Appendix D
Categorical Standards of Independence

The 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: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: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: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: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: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: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.

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89Exelon 2024 Proxy Statement

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Appendix C

Appendix E
Key Terms & Acronyms

ACE
Atlantic City Electric Company1
LTIPLong-term incentive plan
AIPAnnual incentive planNEONamed executive officer
ARCAudit and Risk CommitteeO&MOperations and maintenance
ASCAccounting Standards CodificationOSCCOperations, Safety, and Customer Experience Committee
BGE
Baltimore Gas and Electric Company1
PCAOBPublic Company Accounting Oversight Board
CAIDICustomer Average Interruption Duration IndexPECO
PECO Energy Company1
CAMCritical Audit MattersPepco
Potomac Electric Power Company1
CBPPCash Balance Pension Plan
CCPEOCompensation CommitteePrincipal executive officer
CD&ACompensation Discussion and AnalysisPHI
Pepco Holdings LLC1
CGCCorporate Governance Committee
CISSPwCCorporate & Information Security ServicesPricewaterhouseCoopers LLP
CICFCommunity Impact Capital FundROEReturn on equity
ComEd
Commonwealth Edison Company1
RSURestricted stock unit
CSICustomer Satisfaction IndexSAIDISystem Average Interruption Duration Index
DEIDiversity, equity, and inclusionSAIFISystem Average Interruption Frequency Index
DPL
Delmarva Power & Light Company1
SASBSustainability Accounting Standards Board
E&SEnvironment and social
EPSEarnings per shareSECSecurities and Exchange Commission
ERGEmployee resource groupSMRPSupplemental Management Retirement Plan
ERISAEmployee Retirement Income Security Act of 1974
ESGEnvironment, social and governance
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FFOFunds from operations
GAAPGenerally accepted accounting principles
GHGGreenhouse gases
GRIGlobal Reporting Initiative

(1)An Exelon subsidiary company.
IRSInternal Revenue Service
LTIPLong-term incentive plan
NEONamed executive officer
O&MOperations and maintenance
PCAOB  Public Company Accounting Oversight Board
PECOPECO Energy Company1
PepcoPotomac Electric Power Company1
PEOPrincipal executive officer
PHIPepco Holdings LLC1
PwCPricewaterhouseCoopers LLP
RECFRacial Equity Capital Fund
ROEReturn on equity
RSURestricted stock unit
SAIDISystem Average Interruption Duration Index
SAIFISystem Average Interruption Frequency Index
SASService Annuity System
SASBSustainability Accounting Standards Board
SECSecurities and Exchange Commission
SMRPSupplemental Management Retirement Plan
SMSPSenior Management Severance Plan
ESGEnvironment, social and governanceSTEMScience, technology, engineering, and mathematics
FASBFinancial Accounting Standards BoardT&DTransmission and distribution
FERCFederal Energy Regulatory CommissionTCFDTask Force on Climate-Related Financial Disclosures
FFOFunds from operationsTMCCTalent Management and Compensation Committee
GAAPGenerally accepted accounting principlesTSRTotal shareholder return
GHGGreenhouse gasesUTYPHLX utility sector index
GRIGlobal Reporting InitiativeVIFVoting instruction form
IRSInternal Revenue ServiceVWAPVolume weighted average price


(1)

An Exelon company.
90     Exelon 2023 Proxy Statement

Table of Contents

Thank you for being a shareholder!
www.exeloncorp.com99

Thank you for being
a shareholder!
Useful Links & Phone Numbers:
Useful Links & Phone Numbers:
Resources for the 20232024 Annual Meeting:
To vote in advance of the 20232024 Annual Meeting:proxyvote.com
To attend the 20232024 Annual Meeting:virtualshareholdermeeting.com/EXC2023EXC2024
To view shareholder Q&A:investors.exeloncorp.com/events-and-presentations
To view a replay of the 20232024 meeting:investors.exeloncorp.com/events-and-presentations
To vote your shares over the phone:1-800-690-6903
Other Resources: 
To view copies of our corporate documents:exeloncorp.com/leadership-and-governance/governance-overview
To view our latest Sustainability Report:exeloncorp.com/sustainability
To change your householding election:1-866-540-7095 (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:1-800-233-8442
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EXELON CORPORATION
10 SOUTH DEARBORN STREET
P.O. BOX 805398
CHICAGO, IL 60680-5398


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SCAN TO
VIEW MATERIALS & VOTE

VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April 24, 2023. 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/EXC2023

You 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 - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 24, 2023. Have your proxy card in hand when you call and then follow the instructions.

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







TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D98989-P86862               KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

EXELON CORPORATION

The Board of Directors recommends you vote FOR the following:
1.     Election of Directors
Nominees:ForAgainstAbstain
1a.     Anthony Anderson☐☐☐
1b.W. Paul Bowers☐☐☐
1c.Calvin G. Butler, Jr.☐☐☐
1d.Marjorie Rodgers Cheshire☐☐☐
1e.Linda Jojo☐☐☐
1f.Charisse Lillie☐☐☐
1g.Matthew Rogers☐☐☐
1h.John Young☐☐☐
The Board of Directors recommends you vote FOR proposals 2 and 3.ForAgainstAbstain
2.     Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2023.☐☐☐
3.Advisory approval of executive compensation. ☐☐☐
The Board of Directors recommends you vote
for ONE YEAR on proposal 4.		  1 Year2 Years3 YearsAbstain
4.     Advisory vote on the frequency of the advisory vote on executive compensation.☐☐☐☐

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



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

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NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING


Exelon’s Notice and Proxy Statement and Annual Report are available online at www.proxyvote.com. The electronic documents have been prepared to offer easy viewing and are completely searchable. The website will allow you to view the materials as you vote the shares. We believe that you will find this method of viewing Exelon’s information and voting the shares more convenient.

 We encourage you to vote the shares at www.proxyvote.com
and then register for the electronic delivery of Exelon’s proxy materials for 2024 and beyond.

D98990-P86862

EXELON CORPORATION
2023 COMMON STOCK PROXY

This proxy is solicited on behalf of the Board of Directors
for the Annual Meeting of Shareholders to be held
on Tuesday, April 25, 2023 at 9:00 A.M. Eastern Time at
www.virtualshareholdermeeting.com/EXC2023

CARTER 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 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

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