Exelon (EXC) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2024 with operating earnings of $2.50 per share, marking the third consecutive year in the upper half of guidance and projecting 5-7% annualized earnings growth through 2028.

• Executed a disciplined $38 billion capital plan for 2025-2028, supporting reliability, grid resilience, and local economic development, with an estimated 70,000 jobs created.

• Undertook significant leadership changes, including new appointments to the Executive Committee and Board, enhancing expertise in risk management, finance, cybersecurity, and innovation.

• Maintained top quartile operational performance across all utilities, with a focus on safety, cost discipline, and customer service.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, ratification of PwC as independent auditor for 2025, and an advisory say-on-pay vote on executive compensation.

• Board recommends a vote “FOR” all proposals; no other matters are expected at the meeting.

• Shareholders have the right to call special meetings and nominate directors via proxy access.

Board of directors and corporate governance

• Board comprises nine nominees, 88% independent, 44% diverse by gender and race, and an average tenure of 3 years.

• Board Chair role to transition to Paul Bowers after the 2025 meeting; robust onboarding and continuing education for directors.

• Four standing committees: Audit and Risk, Corporate Governance, Operations/Safety/Customer Experience, and Talent Management/Compensation, all chaired by independent directors.

• Annual board, committee, and individual director assessments ensure effectiveness and accountability.