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

SCHEDULE 14A

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

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Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
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☑		Definitive Proxy Statement
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☐		Soliciting Material under §240.14a-12

Exelon Corporation

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

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☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Cautionary Statements Regarding Forward-Looking Information

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as (1) the 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 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.

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Notice of the Annual Meeting of Shareholders and 2023 Proxy Statement

March 15, 2023

To the shareholders of Exelon Corporation:

Our annual meeting of shareholders will be held on Tuesday, April 25, 2023, at 9:00 a.m. ET. Shareholders may attend the virtual Annual Meeting by logging on to: www.virtualshareholdermeeting.com/EXC2023. 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.

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Letter from the Board of Directors to Our Shareholders

March 15, 2023

Dear Fellow Shareholders,

This is an exciting time at Exelon as we focus on our strategic vision to lead the energy transformation. 2022 was a monumental year for the company, and as a Board, we are proud of the way the entire Exelon team rose to the challenge of the separation and established a strong, focused, and successful transmission and distribution energy delivery company.

 

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Letter from the Board of Directors to Our Shareholders

 

Anthony Anderson	Ann Berzin	W. Paul Bowers	Calvin G. Butler, Jr.	Marjorie Rodgers Cheshire

Carlos Gutierrez	Linda Jojo	Paul Joskow	John Young

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About Exelon

On February 1, 2022, 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 & Delivery Utility

Exelon’s fully regulated transmission and distribution (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 Discipline	Operational Excellence	Leading 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 Customer Experience: 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 Energy Choices: 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

 

(1)	As of 12/31/22.
(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 rounding

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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

●

●

(1)	Ms. Berzin, the current 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.
(2)	If re-elected, Ms. Cheshire will assume the role of Chair of the Compensation Committee effective April 25, 2023.

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ESG Highlights: Leading the Way to a Sustainable Future

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.

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.

 

Commitment to Sustainability

Sustainability continues to be a fundamental element of 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.

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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.

NET-ZERO: 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) 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% 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:
●	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 our Communities (Customer-driven Scope 2 and Scope 3 Emissions) Beyond our own operations, we will continue to advocate for sound climate policies and technology solutions that reduce emissions while maintaining affordability, help our communities thrive and ensure that the economic and environmental benefits of clean energy are shared equitably. Our actions will focus on empowering our customers and supporting our communities with:
●	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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Voluntary Sustainability Reporting and Stakeholder Engagement

In addition to our annual Corporate 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.

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		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.

 

Diversity, Equity, and Inclusion

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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Our DEI strategy is centered around three primary values:

 

Examples of our DEI-focused culture include:

Pay Equity: To support the company’s pay equity goals, Exelon conducts analysis on gender and racial pay equity.			Gender Parity: Exelon has a particular focus on creating an environment that attracts and retains women by enabling them to stay in the workforce, grow with the company, and move up 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, 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, and reinvest in their neighborhoods and communities.
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: 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 40 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.
DEI Performance Goals: Beginning in 2021, all management employees were required to have a DEI performance goal that factors into their performance evaluation.			Diverse Suppliers: Exelon publishes an annual report detailing our spending with diverse suppliers – nearly $3 billion in 2022.

 

Please see Exelon’s ESG resources page for additional information: https://investors.exeloncorp.com/esg.

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, 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 ESG Report (in addition to our annual Corporate Sustainability Report) and expanded disclosures about Board diversity.

Our Workforce

We believe our employees are Exelon’s greatest asset. Our practices, policies and business strategy are designed to attract and retain a diverse, talented, and engaged workforce.

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

 

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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 Scientists and Engineers, Society of Hispanic Professional Engineers, and the National Society of Black Engineers, we are committed to providing professional development and opportunities for the next generation of our workforce.

Exelon’s Workforce Development approach 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, Exelon invested over $14 million to support more than 80 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. 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.

 

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		Governance

 

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 CHAIN 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.

Culture of Compliance and Ethics

Exelon is committed to maintaining a robust, 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 and Supplier Code of Conduct. 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 of Business Conduct training when they join Exelon. The Code was most recently reviewed and updated in June 2022.

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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 reinforce 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 a 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, maintenance of high ethical standards, 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 workforce on ethics expectations and provides tools for our employees to meet those expectations. In addition to annual Code of Business Conduct training, the Compliance & Ethics Office delivers mandatory training addressing Security Awareness (including cybersecurity and phishing), Harassment Prevention, and other important topics.

Exelon maintains a 24-hour ethics helpline that allows employees, suppliers, and the public to report ethics concerns, potential legal or regulatory violations, and pose questions. The helpline has both a phone and web portal option and reporters have the option to remain anonymous. The Compliance and Ethics office oversees the intake, investigation, and resolution of reports of potential compliance violations and violations of the Code of Business Conduct and Supplier Code of Conduct.

Oversight of Interactions with Public Officials

In 2020, Exelon implemented four companywide 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 sharing of insights regarding compliance, ethics, audit, and enterprise risk matters across operating companies.

Cybersecurity

Our business serves millions of homes 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. This strategy is regularly tested through auditing, assessments, tabletops, 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.

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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.

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

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:

Advance an affordable and clean energy future for our customers and communities    Enable innovative technologies to serve customer needs

Ensure the reliability, security, and efficiency of the nation’s critical electric grid    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 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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Proxy Voting Roadmap

 

1

Election of Directors

SEE PAGE 17

Elect 8 Director nominees named in the proxy statement.

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

 

2

Ratification of Independent Auditor

SEE 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.

 

3

Say-on-Pay

SEE PAGE 43

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.

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

 

4

Say-on-Frequency

SEE PAGE 80

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.

	The Board recommends a vote for the option of “ONE YEAR” as the preferred frequency for future advisory votes on executive compensation.

 

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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 8 nominees for election at the 2023 annual meeting.
		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 attributes and core competencies important to our Company. 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-tenured Directors who provide a mix of fresh perspectives and new ideas with deep and important utility, regulated industry, and business cycle experiences.

The Corporate Governance Committee and the Board determine the appropriate mix of skills and characteristics required to meet the needs of the Board as a whole, taking into account the short-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:

Highest personal and professional ethics, integrity, and values Broad training and experience at the policy-making level in business, government, education, or technology Willingness to remain current with industry and other developments relevant to Exelon’s strategic direction A commitment to representing the long-term interests of shareholders, customers, employees, and communities served by the Company and its subsidiaries An inquiring and independent mind, practical wisdom, and mature judgment

Expertise that is useful to the enterprise and complementary to the background and experience of other Directors Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership and a commitment to serve over a period of years to develop knowledge about Exelon’s principal operations Involvement only in activities or interests that do not conflict with responsibilities to Exelon and its shareholders

 

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Director Skills

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 selected the followings skills and attributes. 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.

Skills

Accounting and Finance Experience in accounting, finance, and capital management, including oversight of financial statements and operating results; experience assessing the financial merits of strategic opportunities.			Executive CEO or other executive management leadership experience with an understanding of how to lead complex organizations.			Talent Management Experience in planning and building a talented workforce that meets the needs essential to the Company’s operations; understanding the drivers of individual growth and development; familiarity with developing effective compensation and benefits programs.
Technology and Innovation Management or oversight 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 mitigation and policy.			Utility Operations and Infrastructure 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 Experience in regulatory affairs, public policy, or government; exposure to heavily regulated industries and their governing bodies; experience directly managing one or more members of management engaged in policy or regulatory affairs.			Risk Management Experience identifying, assessing, and controlling financial or business risks including those risks with potential to impact public safety, operations, and shareholder value, including environmental impacts.			Corporate Governance Experience maintaining board and management accountability; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations.

 

Environment 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, or marketing; experience creating long-term value through organic growth, innovation, and strategic initiatives; experience managing businesses and operations that have been impacted by transformational change.

 

Attributes
Community Experience living or working in one of the jurisdictions served by an Exelon utility and knowledge of the local community and the regional business and political environment.	Military Experience Prior military service (including reserve duty) brings unique skills and insight to the Board and reflects the Company’s commitment to helping veterans translate their skills into the energy industry.

 

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The following matrix identifies the five most prominent skills and core competencies and other attributes that each Director brings to their service to Exelon’s Board and Committees. While each independent Director possesses numerous other skills and competencies not identified below, we believe that identifying the five most prominent skills and competencies provides a much more meaningful presentation of the key contributions and value that each 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 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

 

(1)	If 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.

 

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Director Diversity

The 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, this information is also being presented in compliance with Nasdaq’s disclosure format.

*This following matrix presents information about each director nominee and excludes Ann Berzin, Carlos Gutierrez and Paul Joskow who are not standing for re-election at the 2023 annual meeting.

Board Diversity Matrix

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

–

–

–

–

 

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 2022 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 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 Committees 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 Committee and is available on our website. The policy provides that the Committee or the Committee Chair will review any proposed, existing, or completed transactions in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors and executive officers and their immediate family members, as well as 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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Related person transactions that are in, or not inconsistent with, the best interests of Exelon are approved by the Corporate Governance Committee and reported to the Board. Related person transactions are disclosed in accordance with applicable SEC and other regulatory requirements.

There were no related person transactions identified for 2022.

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 eight candidates named below for election as Directors. If elected by shareholders, each Director will serve a term ending with the 2024 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.

Calvin G. Butler, Jr. PRESIDENT AND CEO Age: 53 Director Since: December 2022 Other Public Company Boards: 0 Committees: None			Mr. Butler joined Exelon in 2008 and has more than 28 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, 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		Other Professional Experience ●   Vice-Chair, Institute of International Education ●   Chair, Greater Baltimore Committee ●   Trustee, Bradley University ●   Trustee, Library of Congress, James Madison Council Former Public Company Boards (Last 5 years) ●   RLI Insurance Company (2016 – February 2023) ●   M&T Bank Corporation (2020 – 2022)

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John Young BOARD CHAIR; INDEPENDENT Age: 66 Director Since: July 2018 Chair Since: April 2022 Other Public Company Boards: 0 Committees: Corporate Governance			Mr. Young has far-reaching leadership and operational expertise derived from his experiences in the industry, including as a former nuclear utility CEO. His deep industry knowledge brings valuable and broad industry insights to the Board. Additionally, his background in finance and investor relations brings important investor perspectives. Career Highlights		Other Professional Experience ●   Director, United Services Automobile Association (USAA) ●   Former Director, Nuclear Energy Institute ●   Former Director, Edison Electric Institute

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 Director Since: July 2021 Other Public Company Boards: 1 Committees: Audit and Risk, Chair*; Corporate Governance			Mr. Bowers’ 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. Career Highlights		Other Professional Experience ●   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 Other Public Company Boards ●   AFLAC (Since 2013); Lead Director Committees: Audit and Risk; Corporate Development (CH); Corporate Social Responsibility and Sustainability; Executive *    If re-elected, Mr. Bowers will assume the role of Chair of the Audit and Risk Committee effective April 25, 2023.

Marjorie 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 her deep background in compliance, strategy, asset management, marketing and brand development are of significant value to the Board. Additionally, her involvement in the Baltimore community and her familiarity with this important market brings beneficial perspectives and insights. Career Highlights		Other Professional Experience ●   Chair, Baltimore Equitable Insurance ●   Trustee, Baltimore School for the Arts ●   Trustee, Johns Hopkins Medicine Other Public Company Boards ●   PNC Financial Services Group (Since 2014) Committees: Nominating & Governance; Risk; Special Committee on Equity & Inclusion (CH); Compliance Subcommittee (CH) *    If re-elected, Ms. Cheshire will assume the role of Chair of the Compensation Committee effective April 25, 2023.

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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 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		Other Professional Experience ●   Director, Federal Reserve Bank of Chicago ●   Chair, Board of Trustees, Adler Planetarium ●   Trustee, Rensselaer Polytechnic Institute ●   Director, Hero Digital Holdings LLC

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Charisse Lillie INDEPENDENT NEW Director Nominee Age: 70 Other Public Company Boards: 0 Committees: If elected, Ms. Lillie’s committee assignments will be determined by the Board at a later date.			Ms. Lillie is CEO of CRL Consulting LLC, a consulting firm focused on corporate governance, diversity, equity, and inclusion and corporate social responsibility. Prior to this, Ms. Lillie held several senior roles at Comcast Cable including as SVP of Human Resources, President of the Comcast Foundation, and VP of Community Investment, Comcast Corporation until 2016. Ms. Lillie served as a director of the Federal Reserve Bank of Philadelphia from 1996 until 2002 and was a partner in the law firm of Ballard Spahr Andrews & Ingersoll. LLP where she chaired the Litigation department from 2002 until 2005. Ms. Lillie spent several years in public service and taught law at Villanova School of Law. Career Highlights		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 ●   Director, PECO Energy Company (If elected, Ms. Lillie will step off of the PECO board.) ●   Former Director, Federal Reserve Bank of Philadelphia

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Matthew Rogers INDEPENDENT NEW Director Nominee Age: 60 Other Public Company Boards: 0 Committees: If elected, Mr. Rogers’ committee assignments will be determined by the Board at a later date.			Mr. Rogers is a global energy and environmental sustainability 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 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 US 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		Other Professional Experience ●   Director, Natel Energy, a hydropower company ●   Board Advisor, Ojjo, a solar foundations installer ●   Member, National Petroleum Council

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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.com on 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. Oversight of cybersecurity and related risks are overseen by the Board. 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 2022 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. ●    Transparent political activities and contributions are provided through semi-annual reporting on 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, Exelon’s engagement team, comprising members of the Office of Corporate Governance, Investor Relations, Executive Compensation, Environmental Strategy, and Compliance met to discuss a wide variety of issues with investors.

In 2022, 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% 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 Compensation Committees will often adopt or recommend Board approval of suggested enhancements to policies, practices, or disclosures 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

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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. Risk items that are overseen by the full Board are generally those that are deemed most critical to our operations or strategy.

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.

Board of Directors
The Full Board has primary responsibility for risk oversight including the following areas:
Oversight of enterprise risk and risk management strategies, policies, procedures, and mitigation efforts			Cybersecurity   Utility operations, strategy, and safety			DEI initiatives and diverse business spending			Business risks and capital allocation related to climate change
AUDIT AND RISK COMMITTEE			COMPENSATION COMMITTEE			CORPORATE GOVERNANCE COMMITTEE			Management
Reviews internal audit risk assessment and oversee risks associated with financial reporting   Oversees tax strategy and assessment of tax risks   Reviews conflicts of interest, ethics, and compliance issues   Oversees compliance with policies governing interactions with public officials			Oversees compensation philosophy and strategy to align with Exelon’s strategic and operating objectives   Evaluates risks related to compensation policies and practices   Oversees matters related to corporate culture and human capital			Oversees CEO succession planning   Reviews risks related to governance and shareholder activism   Oversees sustainability and climate change strategies and efforts to protect and improve the environment   Oversees political contributions			Management is primarily responsible for:   Identifying risk and risk controls related to significant business activities   Mapping the risks to company strategy   Developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward, and the appropriate manner in which to manage risk

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: Function 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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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

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

The Board’s oversight of strategy and risks includes oversight of key ESG matters at both the committee and full Board levels. Issues such as climate, DEI, safety, and cybersecurity 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 have oversight of relevant ESG issues. The Audit and Risk Committee reviews SEC disclosures related to human capital management and environmental risks as well as maintaining oversight of the finance organization and independent auditor’s commitments to diverse teams. The Compensation Committee is actively involved in overseeing policies related to talent development, DEI, and corporate culture. The Corporate Governance Committee 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 ESG 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 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 Committee 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’s responsibilities for oversight of the Utility 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.

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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.

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 Diversity and Refreshment

The Corporate Governance Committee regularly reviews the composition of the Board and while the Committee does not prescribe diversity standards, it considers diversity to be an important consideration when evaluating Board composition and director qualifications. The Corporate Governance Committee 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 Committee 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’t significant disruptions to the normal course of business.

Director Attendance

The Board of Directors held 9 meetings during 2022, including a strategy retreat with senior officers of Exelon and its subsidiary companies. Each incumbent Director nominee attended at least 75% of the combined Board and Committee meetings of which he or she was a member. Attendance at Board and Committee meetings during 2022 averaged 99% for incumbent Directors as a group. All Directors attended the 2022 annual shareholders meeting.

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Board Committees

There are currently three standing committees of the Board: Audit and Risk; 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.com on 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 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 determine 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.

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Committee Responsibilities

Audit and Risk Committee

		Chair: Ann Berzin*		Members: Bowers, Cheshire, Gutierrez, Jojo, Joskow
		Meetings in 2022: 5		Committee is 100% Independent

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 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.

Compensation Committee

		Chair: Linda Jojo*		Members: Anderson, Cheshire, Gutierrez
		Meetings in 2022: 5		Committee is 100% Independent

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 for the Compensation Committee Report.

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

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Corporate Governance Committee

		Chair: Tony Anderson		Members: Berzin, Bowers, Young
		Meetings in 2022: 6		Committee is 100% Independent

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 Guidelines 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

Board, Committee, and Individual Director Evaluations

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

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 and considers recommendations from the Corporate Governance Committee on the process and criteria to be used for Board, Committee, and individual Director evaluations. The Corporate Governance Committee oversees and approves the annual formal board evaluation process.

		INTERVIEWS		The Board Chair or the chair of the Corporate Governance Committee conduct one-on-one interviews with each Board member to discuss the below topics, among others that may arise. Directors are provided a list of questions and discussion topics to review prior to their interview. Interviews also seek practical input on what the Board should continue doing, start doing, and stop doing.
				●  Overall Board performance and areas of focus including strategic and business issues, challenges, and opportunities ●  Board meeting logistics ●  CEO, senior management, and Director succession planning		●  Accountability to shareholder views ●  Board Committee structure and composition ●  Board culture and composition ●  Management engagement with the Board and Committees ●  Quality of materials provided to the Directors
		DISCUSSION AND NEXT STEPS		Following the completion of such interviews, the Board Chair and chair of the Corporate Governance Committee collaborate to prepare and provide to the Board a summary of the assessment input provided. From there, the Board develops plans to take actions based on the results, as appropriate.

2022 OUTCOME

The Board’s current structure, composition, and effectiveness were deemed to be very strong in light of consistently collaborative interactions.

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Annual Committee Evaluations

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

		QUESTIONNAIRES		Committee Members complete written questionnaires focusing on the performance of each committee including whether Committee members possess the right skills and experiences or whether additional education or training is required, the sufficiency of their charters, whether there are sufficient meetings covering the right topics, 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.
		DISCUSSION AND NEXT STEPS		A summary of all 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 appropriate

2022 OUTCOME

The Committees’ current structure, composition, and effectiveness were deemed to be very strong in light of consistently collaborative interactions.

Biennial Individual Director Evaluations

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.

		INTERVIEWS		All Directors are interviewed by the Chair of the Corporate Governance Committee or by the Board Chair to provide input on each Director undergoing assessment. In addition, select members of senior management are interviewed to provide input based on their regular interactions with Directors. 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 on what Directors should continue doing, start doing, 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
		DISCUSSION AND NEXT STEPS		After discussing the process and overall results with the Corporate Governance Committee, the Committee Chair collaborates with the Board Chair to provide constructive feedback separately to individual Directors for developmental opportunities. Individual assessment results are discussed with the Corporate Governance Committee in executive session.

Annual Utility Board and Director Evaluations

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). 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, as appropriate feedback is communicated to individual directors as needed.

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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 onboarding process includes a series of one-on-one meetings with members of senior management and their staff for deep-dive briefings on business units. New Directors are also invited to tour various Company facilities, depending on their orientation needs and preferences.

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, 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 is devoted to education on new accounting rules and standards and topics deemed to be helpful to having a good understanding of our accounting practices and financial statements.

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 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.

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.

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.

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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, 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

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, Exelon’s non-employee Directors received deferred stock units (DSUs) valued at $155,000. 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. The balances reported include additional DSUs accumulated as dividend equivalents.

Name	Total Deferred Stock Units (#)
Anderson	51,467
Berzin1	99,795
Bowers	5,292
Cheshire	10,380
Gutierrez	4,274
Jojo	37,229
Joskow	76,307
Young	20,578
Total All Directors	305,322

1.	For 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.

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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. 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 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.

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

(1)	Ms. Berzin, Secretary Gutierrez, and Dr. Joskow are not standing for election at Exelon’s 2023 annual meeting of shareholders.
(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.

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Audit Matters

 

PROPOSAL 2		Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2023 The Audit and Risk 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 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.
		The Board recommends a vote “FOR” the ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2023.

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. Results of the full assessment were discussed by the Committee as part of its annual review process. Using the framework, the Audit and Risk Committee 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 should have been reasonably identified by the independent audit firm. ●   Results of the 2021 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 tenth consecutive year.
LEVEL OF SERVICE PROVIDED BY THE INDEPENDENT AUDIT FIRM		●   Results of annual assessment distributed to the Committee and management with high interactions with the independent audit firm. ●   Open access and engagement with PwC subject matter experts providing valuable insights on matters important to Exelon.
GOOD FAITH NEGOTIATION OF FEES		●   Robust biennial fee negotiations process. ●   Review of fees incurred for reasonableness against the annually approved fees and reported current fee estimates provided to the Committee quarterly.

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Independence

In addition to the assessment areas discussed above, the Committee also engaged in an assessment of PwC’s independence controls through the provision of its required communications in addition to the independence demonstrated by PwC through 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.

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. 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. 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.

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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 Committee 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.

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 Committee 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 2022 Annual Report on Form 10-K.

Independent Auditor Fees

The table presents all fees billed to us by PwC 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 the independent auditor taking into account the nature, scope, and projected fees of each service as well as any potential implications for auditor independence. The policy specifically sets forth services that the independent auditor is prohibited from performing by applicable law or regulation. Further, the 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, the Audit and Risk Committee has delegated authority to the Committee Chair to pre-approve any audit or permitted non-audit service with fees in amounts less than $500,000. Services with fees exceeding $500,000 require full Committee pre-approval. The Audit and Risk Committee receives quarterly reports on the actual services provided by and fees incurred with the independent auditor. No services were provided pursuant to the de minimis exception to the pre-approval requirements contained in the SEC’s rules.

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, 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.

The Audit and Risk Committee has reviewed and discussed with management and PwC the Company’s 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 evaluation of the Company’s internal control over financial reporting. The Audit and Risk Committee has also discussed with PwC the matters required to be discussed pursuant to PCAOB standards and had the opportunity to ask PwC questions relating to such matters. PwC has provided to the Audit and Risk Committee the written disclosures and PCAOB-required letter regarding its communications with the Audit and Risk Committee concerning independence, and the Audit and Risk Committee has discussed the independent audit firm’s independence with PwC.

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, for filing with the SEC.

Ann Berzin, Chair
Paul Bowers
Marjorie Rodgers Cheshire
Carlos Gutierrez
Linda Jojo
Paul Joskow

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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 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 2023 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 2023 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the 2022 Summary Compensation Table and the other related tables and disclosure.
		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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Compensation Discussion &
Analysis (CD&A)

Overview

This CD&A discusses Exelon’s 2022 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. These officers are listed below.

Calvin G. Butler, Jr. President & Chief Executive Officer, Exelon

Jeanne Jones Executive Vice President and Chief Financial Officer, Exelon

Gayle Littleton Executive Vice President and Chief Legal Officer, Exelon

David Glockner Executive Vice President, Compliance, Audit and Risk, Exelon

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 Committee sets challenging performance metrics that are tied to the Company’s financial and operational goals. Financial targets are based our internal business plans and external market factors. The following objectives and principles guide the design of our compensation program:

Objective		Practices 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 reward the achievement of short-term goals while equity awards encourage our executives to deliver strong results over multi-year performance periods.
COMPETITIVE		●   Competitive compensation is provided to attract, engage, and retain talented executives with a strong track record of success, assuring a high performing and stable executive leadership team. ●   Our compensation program factors in 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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Compensation Discussion & Analysis (CD&A)

2022 Compensation Program Structure

In keeping with Exelon’s executive compensation philosophy and objectives, the Compensation Committee oversaw 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 on a mix of Adjusted (non-GAAP) operating EPS and ComEd-specific operational goals.

		Pay Element		Form		Measurement/Performance		Purpose
		Salary		Cash		Merit Based		Fixed income at competitive, market-based levels attracts and retains top talent.
		Annual Incentive Plan (AIP)		Cash		60% - Adjusted (non-GAAP) operating EPS* 15% - Outage Duration (CAIDI) 15% - Outage Frequency (SAIFI) 10% - Customer Satisfaction Index		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.
		Long-Term Incentive Plan (LTIP)		67% Performance Shares		33.4% - Exelon CFO/Debt* 33.3% - Exelon Net Income* 33.3% - Utility Earned ROE* (Based on cumulative performance over 3-year cycle for Exelon Net Income* defined as adjusted (non-GAAP) operating earnings and 3-year average for Exelon CFO/Debt* and Utility Earned ROE*; subject to a 3-year TSR Modifier)		Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship. Rewards the relative achievement of financial goals and Exelon’s 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.

*	See Appendix A for definitions of non-GAAP measures.

 

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Compensation Discussion & Analysis (CD&A)

Alignment between Business Strategy & Compensation

Exelon’s value proposition, as articulated below in 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.

2022 Strategic			Compensation Component or Metric
Business Objectives			AIP		LTIP		2022 Performance Highlights
	OPERATIONAL EXCELLENCE TO SUPPORT ACHIEVEMENT OF FINANCIAL OBJECTIVES		OUTAGE DURATION, OUTAGE FREQUENCY, & CUSTOMER SATISFACTION				All utilities achieved top-quartile CAIDI; BGE, ComEd, and PECO achieved best-on-record SAIFI performance; gas utilities achieved top decile odor response; and 3 of our 4 utilities achieved top quartile customer satisfaction.
	EPS GROWTH OF 6-8% AND RATE BASE GROWTH OF 8.1% FROM 2021 - 2025		ADJUSTED (NON-GAAP) OPERATING EPS*		EXELON NET INCOME*		Adjusted (non-GAAP) operating EPS* of $2.27, 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.
	SUPPORT UTILITY GROWTH, DEBT REDUCTION AND THE DIVIDEND				EXELON CFO/DEBT*		Issued $575M of equity to support a balanced funding strategy in support of a strong balance sheet and paid out $1.35 per share of dividends in alignment with our total shareholder return proposition.
	INVEST IN UTILITIES WHERE WE CAN EARN AN APPROPRIATE RETURN				UTILITY EARNED ROE*		Invested approximately $7.2 billion at our electric and gas companies to replace aging infrastructure and enhance reliability and resiliency for the benefit of customers.
	CREATE SUSTAINABLE VALUE FOR SHAREHOLDERS BY EXECUTING BUSINESS STRATEGY				RELATIVE TSR (Modifier)		Outperformed the UTY by 7.68% for 2022 with Exelon’s TSR at 8.33%.

 

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Compensation Discussion & Analysis (CD&A)

CEO Pay for Performance Alignment

Calvin Butler Upon Mr. Butler’s 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, a significant portion of Mr. Butler’s total direct compensation is in the form of long-term incentives at 73%, 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 2022 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%. 2020-2022 Performance Share Payout: Performance, inclusive of the TSR modifier was above target at 104.98%. 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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Compensation Discussion & Analysis (CD&A)

Shareholder Engagement

The 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, Exelon engaged with a significant cross-section of our shareholder base, representing approximately 36% of Exelon’s outstanding shares. 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%

Shareholders expressed overall approval for Exelon’s executive compensation program and design, as demonstrated by the 2022 say-on-pay vote results of 93.98%. 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 of 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 Committee approved a change to the 2023 AIP design to include an ESG modifier that will align and reinforce the Company’s focus on driving its ESG strategy. Starting with the 2023 AIP (payable in the first quarter of 2024), the ESG modifier may increase or decrease the overall payout up to ±10%. See discussion on page 60 for more details.

Base Salary

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

For the CEO’s compensation, the Compensation Committee 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 Committee 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 2022 as part of its annual review, the Compensation Committee approved a 2.5% increase in base salary for all NEOs except for Mr. Quiniones due to his date of hire.

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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 on a single financial metric (adjusted (non-GAAP) operating EPS*) and operational metrics that are aligned with the focus on driving outstanding customer experiences. Operational metrics continue to include measurements of the duration and frequency of outages as captured by CAIDI and SAIFI and introduces a new customer satisfaction metric.

The following table provides a summary of the 2022 AIP program for each of our NEOs other than Mr. Quiniones.

				Metrics		Purpose
		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) (15%): Measure of the total number of customer interruption minutes 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.

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

				Metrics
		Exelon Goals (25%)		Adjusted (non-GAAP) Operating EPS*
		ComEd-only Goals (75%)		●   25% ComEd Operating Net Income* ●   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)		●   5.0% First Contact Resolution ●   5.0% Customer Satisfaction Index ●   5.0% EIMA Reliability Metrics Index

 

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 - 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)

The Compensation Committee 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 Committee 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.

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 ranges 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.

The following table shows the target and relative performance for each operational metric. Only one year of data is shown for Customer Satisfaction Index 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%

(1)	New metric in 2022

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Compensation Discussion & Analysis (CD&A)

2022 AIP Performance and Payout Determinations

The following table details the 2022 threshold, target, and distinguished or maximum performance goals, and the results achieved. The performance factor for 2022 AIP awards was calculated to be 110.75% of target.

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%

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

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.	Ms. 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.

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Compensation Discussion & Analysis (CD&A)

Long-Term Incentive Program (LTIP)

LTIP Overview & Goal Setting Process

The 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 as additional RSUs and remain subject to the same vesting conditions as the underlying RSUs.

Impact of Separation on the 2020 – 2022 and 2021 - 2023 LTIP Programs

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, the Compensation Committee adjusted 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 UTY for the 2021 calendar year. On January 28, 2022, the Compensation Committee detemined to further adjust the awards by modifying the performance goals to reflect adjusted utility-based performance goals for Exelon participants and generation-based performance goals for Constellation Energy Group participants. All other terms of the awards remain 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/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 funds 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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LTIP Goal Setting

Performance share targets are based on external commitments and performance scales aligned to industry standards. The 2020-2022 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%, with target performance set in line with external commitments. Target performance for the Exelon FFO/Debt metric is aligned with the expectations of credit rating agencies.

The Compensation Committee 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

To ensure adequate rigor for the financial targets applicable to the 2020-2022 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 - 2022 LTIP Performance and Payout Determinations

The following table details the threshold, target, and distinguished (or maximum) performance goals, and the results achieved for the 2020 – 2022 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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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 2020-2022 LTIP, the Compensation Committee approved a payout of 104.98%, based on 2020 - 2022 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%

*	As 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.

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

Ms. Littleton and Mr. Quiniones did not receive 2020-2022 performance share awards as they were 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.

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, 2022 in which case performance share award payouts are settled 100% in cash.

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Compensation Governance and Oversight

Strong Compensation Practices

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

Independent Compensation Consultant

The 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, as requested, and communicates with the Committee 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 Independence Evaluation

The Compensation Committee annually reviews the compensation, performance, and independence of Meridian and approves the firm’s fees and other retention terms. The Compensation Committee 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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Compensation Decisions

Setting Target Compensation

Executive Officers. The Compensation Committee is responsible for overseeing the development and administration of the executive compensation program for executive officers other than the CEO. 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 Committee developed compensation for both Messrs. Crane and 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 Committee 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 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 including limited personal use of corporate aircraft for certain executives, including spouse, domestic partner, other family members or guests. These benefits allow certain of our executives to perform job duties in a safe, secure environment and promotes effective use of their time. 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 repositioning of corporate aircraft, had been captured by existing processes, and in certain instances, the standard that was applied for determining whether travel on 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 personal jet usage in 2020 and 2021. As a result of this review, the Company has strengthened its tracking, disclosure, and other processes involving executive personal transportation.

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 the average overtime rate for drivers plus an additional amount for fuel.

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●	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 2022 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 2022 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 2022 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.	●	FirstEnergy Corp.		●	International Paper Company
●	Consolidated Edison, Inc.	●	NextEra Energy, Inc.		●	ConocoPhillips
●	Dominion Energy, Inc.	●	PG&E Corp.		●	Union Pacific Corp.
●	Duke Energy Corp.	●	Sempra Energy		●	Eaton Corp.
●	Edison International	●	The Southern Company		●	Occidental Petroleum Corp.
●	Entergy Corp.	●	Xcel Energy
●	Eversource Energy

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Relative Revenue & Market Capitalization

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

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.

Clawback Policy

In 2018, the Board of Directors revised its Clawback Policy to broaden the discretionary ability to clawback 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 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 Committee 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.

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 of 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. For additional details about NEO stock ownership, please see the Beneficial Ownership Table.

(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.

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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.

Risk Management Assessment of Compensation Policies and Practices

The Compensation Committee reviews Exelon’s compensation policies and practices as they relate to the Company’s risk management practices and risk-taking incentives. In 2022, 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 Committee 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

Compensation Committee Report

The 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 COMPENSATION COMMITTEE

Linda Jojo, Chair
Anthony Anderson
Marjorie Rodgers Cheshire
Carlos Gutierrez

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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.

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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

Notes to the Summary Compensation Table

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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The 2022-2024 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 2022-2024 performance share awards based on achieving target and maximum performance:

			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

3.	The amounts shown represent payments made pursuant to the Annual Incentive Plan.
4.	The amounts shown in this column represent the change in the accumulated pension and non-qualified deferred compensation benefits for the NEOs from December 31, 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.

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

Notes to All Other Compensation Table

1.	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. 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.

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	●	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