EXELON CORP
For the period ended Apr 28, 2026. Filed Mar 18, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2026 · Filed Mar 18, 2026
Contents
Pay For Performance
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC rules, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A.
| Value of initial fixed $100investment based on: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year(a) · SummaryCompensationTable Total for PEO($) · CompensationActually Paid to PEO($) · AverageSummaryCompensationTable Total forNon-PEO NEOs($)(d) · AverageCompensationActually Paidto Non-PEONEOs($)(e) · Exelon TotalShareholderReturn($)(f) · Peer GroupTotalShareholderReturn($)(g) · Net Income(millions)($)(h) · UtilityEarnedROE*(i) | ||||||||||
| Butler(b1) · Crane(b2) · Butler(c1) · Crane(c2) | ||||||||||
| 2025 | 15,601,905 | — | 24,610,264 | — | 3,860,785 | 5,392,102 | 173 | 153 | 2,768 | 9.7% |
| 2024 | 14,662,924 | — | 14,638,992 | — | 3,542,149 | 3,467,808 | 144 | 131 | 2,460 | 9.1% |
| 2023 | 12,266,720 | — | 9,261,591 | — | 3,247,012 | 2,557,696 | 132 | 108 | 2,328 | 9.3% |
| 2022 | 6,286,091 | 30,084,980 | 5,509,746 | 10,875,275 | 3,223,949 | 2,895,438 | 153 | 119 | 2,054 | 9.4% |
| 2021 | — | 15,667,002 | — | 29,721,525 | 5,459,913 | 7,403,484 | 141 | 118 | 1,616 | 9.2% |
(1)The dollar amounts reported in column (b1) are the amounts of total compensation reported for Mr. Butler (our current Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table.
(2)The dollar amounts reported in column (b2) are the amounts of total compensation reported for Mr. Crane (our former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table.
(3)The dollar amounts reported in columns (c1) and (c2) represent the amount of “compensation actually paid” to Messrs. Butler and Crane, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Crane and Butler during the applicable year. Compensation actually paid is determined using the following assumptions:
| Date · PerformanceShare Cycle · ClosingStock Price ($) · Performance(a) · TSRModifier · Performance Fair Value Multiplier | ||||||
|---|---|---|---|---|---|---|
| 12/31/2025 | 2025 - 2027 | 43.59 | 145.83% | N/A | 145.83% | |
| 2024 - 2026 | 43.59 | 124.05% | 87.50% | 108.54% | ||
| 2023 - 2025 | 43.59 | 103.75% | 84.20% | 87.35% | ||
| 12/31/2024 | 2024 - 2026 | 37.64 | 106.03% | 83.60% | 88.64% | |
| 2023 - 2025 | 37.64 | 98.57% | 74.90% | 73.83% | ||
| 2022 - 2024 | 37.64 | 91.79% | 91.26% | 83.76% | ||
| 12/31/2023 | 2023 - 2025 | 35.90 | 98.92% | 88.90% | 87.90% | |
| 2022 - 2024 | 35.90 | 92.36% | 98.20% | 90.70% | ||
| 2021 - 2023 | 35.90 | 100.70% | 101.76% | 102.50% | ||
| 12/31/2022 | 2022 - 2024 | 43.23 | 89.19% | 108.60% | 96.90% | |
| 2021 - 2023 | 43.23 | 88.29% | 107.10% | 94.60% | ||
| 2020 - 2022 | 43.23 | 100.00% | 100.00% | 100.00% | ||
| 12/31/2021 | 2021 - 2023 | 57.76 | 96.22% | 128.10% | 123.30% | |
| 2020 - 2022 | 57.76 | 91.73% | 124.10% | 113.80% | ||
| 2019 - 2021 | 57.76 | 80.53% | 87.69% | 70.60% | ||
(a)Beginning with the 2025 - 2027 award cycle, TSR is no longer used as a modifier and has been added as a standalone performance metric with a 25% weighting. The 145.83% performance shown in this column includes the TSR performance measured as of December 31, 2025.
| 64 | 2026 ׀ Exelon Proxy Statement |
In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to their total compensation for each year to determine the compensation actually paid:
| Adjustments | ||||||
|---|---|---|---|---|---|---|
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Reported Change in the Actuarial Present Value of Pension Benefits(c) ($) | Pension Benefit Adjustments(d) ($) | Compensation Actually Paid to PEO ($) |
| 2025 - Butler | 15,601,905 | (10,900,024) | 20,170,823 | (400,595) | 138,154 | 24,610,264 |
| 2024 - Butler | 14,662,924 | (9,169,052) | 9,380,363 | (363,766) | 128,522 | 14,638,992 |
| 2023 - Butler | 12,266,720 | (7,951,800) | 5,150,486 | (320,832) | 117,017 | 9,261,591 |
| 2022 - Butler | 6,286,091 | (3,423,719) | 2,745,053 | (198,532) | 100,853 | 5,509,746 |
| 2022 - Crane | 30,084,980 | (11,768,964) | 4,732,580 | (12,647,990) | 474,669 | 10,875,275 |
| 2021 - Crane | 15,667,002 | (10,823,207) | 25,401,442 | (1,071,663) | 547,951 | 29,721,525 |
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
(b)The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | |
|---|---|---|---|---|---|---|
| 2025 - Butler | 15,351,179 | 4,259,222 | 0 | 560,422 | — | 20,170,823 |
| 2024 - Butler | 9,500,246 | (149,209) | 0 | 29,326 | — | 9,380,363 |
| 2023 - Butler | 6,395,326 | (1,150,012) | 0 | (94,827) | — | 5,150,486 |
| 2022 - Butler | 3,175,677 | (371,367) | 0 | (59,257) | — | 2,745,053 |
| 2022 - Crane | 10,916,328 | (1,221,723) | 0 | (134,318) | (4,827,707) | 4,732,580 |
| 2021 - Crane | 17,095,928 | 8,081,315 | 0 | 224,199 | — | 25,401,442 |
(c)The amounts included in this column are the amounts reported in “Change in Pension and Non-qualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.
(d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Crane or Mr. Butler during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case calculated in accordance with GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
| Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | |
|---|---|---|---|
| 2025 - Butler | 138,154 | 0 | 138,154 |
| 2024 - Butler | 128,522 | 0 | 128,522 |
| 2023 - Butler | 117,017 | 0 | 117,017 |
| 2022 - Butler | 100,853 | 0 | 100,853 |
| 2022 - Crane | 474,669 | 0 | 474,669 |
| 2021 - Crane | 547,951 | 0 | 547,951 |
(4)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding the PEO(s)) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the PEO(s)) included for purposes of calculating the average amounts in each applicable year are as follows:(i) for 2024, Ms. Jones, Ms. Gayle Littleton, and Messrs. Glockner and Innocenzo; (ii) for 2023, Mses. Jones and Littleton, and Mr. Glockner and Mr. Gil Quiniones; (iii) for 2022, Mses. Jones and Littleton, Messrs. Glockner and Quiniones, and Mr. Joseph Nigro; (iv) for 2021, Messrs. Butler and Nigro, Mr. Bryan Hanson, Mr. James McHugh, Mr. Kenneth Cornew, and Mr. William Von Hoene, Jr.; and (v) for 2020, Messrs. Butler, Nigro, Cornew, and Von Hoene.
| 2026 ׀ Exelon Proxy Statement | 65 |
|---|
(5)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO(s)), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO(s)) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO(s)) for each year to determine the compensation actually paid, using the same methodology described above in Note 3:
| Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) · Average Reported Value of Equity Awards ($) · Average Equity Award Adjustments(a) ($) · Average Reported Change in the Actuarial Present Value of Pension Benefits ($) · Average Pension Benefit Adjustments(b) ($) · Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||
|---|---|---|---|---|---|---|
| 2025 | 3,860,785 | (2,092,535) | 3,704,183 | (121,638) | 41,308 | 5,392,102 |
| 2024 | 3,542,149 | (1,659,156) | 1,654,652 | (103,561) | 33,724 | 3,467,808 |
| 2023 | 3,247,012 | (1,525,550) | 857,766 | (35,079) | 13,546 | 2,557,696 |
| 2022 | 3,223,949 | (1,596,116) | 1,300,459 | (69,879) | 37,024 | 2,895,437 |
| 2021 | 5,459,913 | (2,482,776) | 4,497,496 | (210,792) | 139,643 | 7,403,484 |
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Average Year End Fair Value of Equity Awards ($) · Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) · Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) · Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) · Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) · Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) · Total Average Equity Award Adjustments ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2,947,045 | 647,490 | 109,648 | 3,704,183 | |||||
| 2024 | 1,706,008 | (30,082) | — | (21,274) | — | — | 1,654,652 | ||
| 2023 | 1,226,942 | (290,123) | — | (79,052) | — | — | 857,767 | ||
| 2022 | 1,480,481 | (162,202) | — | (17,819) | — | — | 1,300,460 | ||
| 2021 | 2,889,493 | 1,563,343 | — | 44,660 | — | — | 4,497,496 | ||
(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
| Average Service Cost ($) · Average Prior Service Cost ($) · Total Average Pension Benefit Adjustments ($) | |||
|---|---|---|---|
| 2025 | 41,308 | 0 | 41,308 |
| 2024 | 33,724 | 0 | 33,724 |
| 2023 | 13,546 | 0 | 13,546 |
| 2022 | 37,024 | 0 | 37,024 |
| 2021 | 139,643 | 0 | 139,643 |
(6)The values in column (f) represent cumulative TSR, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The measurement period with respect to each covered fiscal year is the period between December 31, 2020 and December 31 of the covered fiscal year.
(7)The values in column (g) represent the peer group TSR. The peer group used for this purpose is the published industry index: Philadelphia Utility Index (UTY), a market capitalization-weighted index composed of geographically diverse public utility stocks.
(8)The dollar amounts reported in column (h) represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(9)Operating ROE* in column (i) is calculated using adjusted (non-GAAP) operating earnings, reflecting all lines of business for the utility businesses (electric distribution, gas distribution, transmission), divided by average shareholders’ equity over the year. Management uses operating ROE* as a measurement of the actual performance of the Company’s utility business. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Operating ROE* is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to company performance.
| 66 | 2026 ׀ Exelon Proxy Statement |
Discussion
TSR Absolute and Relative Performance to the UTY
The chart below compares the cumulative TSR outperformance of Exelon to the peer group (UTY).
Exelon’s Financial Metrics that Align to the Overall Business Strategy to Drive Compensation
The following are the most important financial performance measures, as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year: Adjusted (non-GAAP) operating EPS*, Exelon Net Income (GAAP), and Operating ROE*.
Exelon’s Pay for Performance Alignment
The chart below compares the PEO and other NEOs’ Compensation Actually Paid (CAP) to TSR.
| 2026 ׀ Exelon Proxy Statement | 67 |
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The chart below compares the PEO and other NEOs’ CAP to Exelon Net Income (GAAP).
The chart below compares the PEO and other NEOs’ CAP to Operating ROE*.
| 68 | 2026 ׀ Exelon Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.