Constellation Energy Corp
For the period ended Apr 29, 2025. Filed Mar 19, 2025.
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Apr 29, 2025 · Filed Mar 19, 2025
Contents
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
Our Annual Meeting is taking place in a virtual-only format, which provides our shareholders with comparable opportunities to vote and ask questions that they would have at an in-person meeting. For more information, please see, “Questions and Answers About the Annual Meeting” beginning on page 91 of this proxy statement.
What Shareholders will be Voting On
| Items of Business · Board’s Voting Recommendation · Page | |||
|---|---|---|---|
| 1 | To elect five Class III directors nominated by our Board of Directors | FOR ALL | 23 |
| 2 | To consider and act on an advisory vote regarding the approval of compensation paid to named executive officers | FOR | 51 |
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as Constellation’s independent registered public accounting firm for 2025 | FOR | 86 |
| 4 | To transact any other business properly brought before the meeting and any adjournment or postponement thereof. | ||
We are not aware of any other business to come before the Annual Meeting.
| How to Vote in Advance of the Meeting If you are a shareholder on the record date, you may vote in advance of the meeting in any of the following ways: | ||
|---|---|---|
| Online | By Phone | By Mail |
| Vote online at www.proxyvote.com 24 hours a day. Prior to the Annual Meeting, visit www.proxyvote.com and use the control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials when you access the webpage. You may also scan the QR Barcode on the form you receive to transmit your voting instructions. | Call toll-free 1-800-690-6903 If your shares are held in the name of a broker, bank or other nominees, follow the telephone voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800- 690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. | If you have received a printed version of these proxy materials, complete, date, sign and mail your proxy card in the enclosed, postage-paid envelope provided, or return to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| Constellation Energy Corporation 2025 Proxy Statement | 6 |
Calpine Acquisition
Calpine Acquisition
On January 10, 2025, we entered into a definitive agreement with Calpine Corporation (Calpine) pursuant to which Constellation will acquire Calpine. Calpine is the largest U.S. producer of energy from low-emission natural gas generation and has a renewable energy portfolio which includes the largest geothermal generation operation in the U.S. The acquisition will be structured via a cash and stock transaction composed of 50 million shares of Constellation stock and $4.5 billion in cash, plus the assumption of approximately$12.7 billion of Calpine net debt.
Following the acquisition, Constellation, already the nation’s largest producer of 24/7 emissions-free electricity, will be the nation’s leading clean energy provider, opening opportunities to serve more customers coast-to-coast with a broader array of energy and sustainability products. Both companies have been at the forefront of America’s transition to cleaner, more reliable and secure energy, and those shared values will guide us as we pursue investments in new and existing technologies to meet rising demand. Together, we will be better positioned to bring accelerated investment in everything from zero-emission nuclear to battery storage that will power our economy in a way that puts people and our environment first.
Other strategic benefits of the transaction include:
| • | Couples the largest producer of clean, emissions-free energy with the reliable, dispatchable natural gas assets of Calpine, resulting in Constellation having a diverse, coast-to-coast portfolio of zero- and low-emission generation assets and an expanded footprint in the fastest growing area of demand for power: Following the acquisition of Calpine, Constellation will have nearly 60 gigawatts of capacity from zero- and low-emission sources, including nuclear, natural gas, geothermal, hydro, wind, solar, cogeneration and battery storage. Constellation’s footprint will span the continental U.S. and include a significantly expanded presence in Texas, the fastest growing market for power demand, as well as other key strategic states. |
| • | Combines best-in-class retail and commercial businesses with a premier customer solutions platform, establishing a coast-to-coast presence and providing opportunities to serve more customers with a broader array of energy and sustainability products to meet increasing demand: The transaction will expand Constellation’s industry-leading customer solutions business to position the combined company as the leading U.S. retail electricity supplier, helping 2.5 million homes and businesses nationwide achieve their energy and sustainability needs. The combined company will offer customers a broader array of reliable energy solutions, including new product offerings that can integrate nuclear, renewable and natural gas technologies tailored to customers’ unique needs. Customers also will enjoy more predictability at competitive prices as a result of the two companies’ complementary generation assets, load, fuel diversity, geographies and product offerings. |
| • | Reinforces Constellation’s position as the largest clean energy producer with the lowest carbon emissions intensity in the U.S.: Constellation is already the top clean energy producer in the U.S., providing 10% of the nation’s emissions-free energy. Joining Calpine with Constellation broadens this position by increasing Constellation’s renewable portfolio, including the Geysers facility in Northern California, the largest geothermal generator in the U.S. |
| • | Strengthens shared commitment to supporting clean, healthy and growing communities through workforce development, philanthropy and community investment: Together, the combined company will increase its positive impact, serving as an economic engine for local communities through jobs, tax payments and other economic activity. The combined company will continue its commitment to communities through more than $21.1 million in combined annual Foundation, corporate and employee philanthropy, in addition to thousands of employee volunteer hours, with a focus on economically disadvantaged communities. |
The transaction is expected to close during the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including certain regulatory approvals at the federal and state levels.
The remainder of this summary and the proxy statement describe the current strategy, compensation and governance policies and structure, etc. of Constellation as of the date of the mailing date of this proxy statement, and, therefore, does not reflect or provide any pro forma information regarding the combination of Constellation and Calpine.
| Constellation Energy Corporation 2025 Proxy Statement | 7 |
Business Strategy
Business Strategy
In a rapidly changing world, demand for clean and reliable power is growing. Customers and policymakers are growing increasingly aware that America needs clean and dependable power generation to grow our data-driven economy, protect our national security, and ensure America’s economic prosperity for future generations. With revenues of more than $23.568 billion in 2024 and total assets of $52.926 billion, Constellation is both the nation’s largest 24/7 emissions-free energy producer and a leading competitive energy supplier, producing approximately 10% of the nation’s emissions-free energy and helping America transition to a clean energy future.
We aim to serve as a strategic partner to businesses and the federal, state and local governments that are driving economic growth by powering the data economy and new digital infrastructure. We are a leading advocate at the federal and state levels for policies that will preserve and grow clean, reliable and secure energy. We are committed to a reliable, clean energy future while maintaining a strong balance sheet.
Our nearly 90% emissions-free generation fleet includes nuclear, wind, solar, hydroelectric and efficient, low-emitting natural gas assets. Our fleet has a total generation capacity of 31,676 megawatts (MW). Through our integrated business operations, we sell electricity, natural gas and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, governmental, and residential customers in competitive markets across multiple geographic regions.
In the coming years, our country will need even more reliable and clean megawatts—the most important energy commodity in our economy. Constellation is uniquely positioned to offer them to customers whether through on-site applications like digital infrastructure projects or off-site solutions like Constellation Offsite Renewables (CORe) or hourly carbon-free energy matching.
| Constellation Energy Corporation 2025 Proxy Statement | 8 |
2024 Operational Highlights and Accomplishments
2024 Operational Highlights and Accomplishments
In 2024, we continued to build upon prior year achievements that support long-term value creation with outstanding total shareholder return and strong financial and operational performance. For example, we accomplished the following in 2024:
| (1) | See the reconciliation to the corresponding GAAP measures set forth in Appendix A of this proxy statement. |
| Constellation Energy Corporation 2025 Proxy Statement | 9 |
Our Board and Director Nominees
Our Board and Director Nominees
The Board of Directors is composed of a mix of highly experienced individuals who oversee Constellation’s strategy and business performance. The Board is currently classified and consists of three tiers of directors. In accordance with our bylaws, the Board will be fully de-classified following the 2026 Annual Meeting of Shareholders. The Corporate Governance Committee has recommended, and the Board has nominated, Yves de Balmann, Robert Lawless, Peter Oppenheimer, Eileen Paterson and John Richardson for re-election as Class III directors. Upon election, Class III directors will serve a one-year term, or until their successor is elected and qualified, or their earlier death, resignation, or removal. Each of the nominees is presently a member of the Board. The Board is recommending that all five nominees be elected by shareholders.
The following table provides summary information about each of the nominees for election at the 2025 Annual Meeting as well as the other seven directors that are not currently standing for re-election.
| Name | Class | Age | Director Since | Independent | Current Committee Memberships | Other Current Public Company Boards |
|---|---|---|---|---|---|---|
| Yves C. de Balmann Executive Partner at Bridge Growth Partners | III | 78 | 2022 | ✔ | Compensation (Chair) Corporate Governance | None |
| Joseph Dominguez President and Chief Executive Officer – Constellation | I | 62 | 2022 | N/A | • KBR, Inc. | |
| Bradley M. Halverson Former Chief Financial Officer – Caterpillar Inc. | II | 64 | 2022 | ✔ | Audit & Risk (Chair) Compensation | • Sysco Corporation • Lear Corporation |
| Charles L. Harrington Former Chair and Chief Executive Officer – Parsons Corporation | II | 66 | 2022 | ✔ | Audit & Risk Corporate Governance (Chair) | • J.G. Boswell Company • JBT Marel Corporation • Korn Ferry |
| Julie Holzrichter Former Chief Operating Officer – CME Group | I | 57 | 2022 | ✔ | Audit & Risk Compensation | None |
| Dhiaa Jamil Former Chief Operating Officer – Duke Energy | II | 68 | 2023 | ✔ | Compensation Nuclear Oversight | None |
| Ashish Khandpur President and Chief Executive Officer – Avient Corporation | I | 57 | 2022 | ✔ | Compensation Corporate Governance | • Avient Corporation |
| Robert J. Lawless Former Chair and Chief Executive Officer – McCormick & Company, Inc. | III | 78 | 2022 | ✔ | Corporate Governance | None |
| Peter Oppenheimer Former Chief Financial Officer – Apple | III | 62 | 2024 | ✔ | Audit & Risk Compensation | • Goldman Sachs Group |
| Eileen Paterson Former President and Chief Executive Officer – Aerojet Rocketdyne | III | 59 | 2024 | ✔ | Corporate Governance Nuclear Oversight | • Marathon Petroleum Corp • Woodward, Inc. |
| Admiral John M. Richardson Former Chief of Naval Operations – U.S. Navy | III | 64 | 2022 | ✔ | Audit & Risk Corporate Governance Nuclear Oversight (Chair) | • The Boeing Company • BWX Technologies, Inc. |
| Nneka Rimmer Former President, Global Flavors & Extracts – McCormick & Company, Inc. | II | 53 | 2022 | ✔ | Audit & Risk Nuclear Oversight | • Energizer Holdings, Inc. |
| (1) | The percentage of women on the Board decreased from 27% to 25% since our 2024 proxy statement. In December 2024, Ms. Laurie Brlas retired from the board and Mr. Oppenheimer and Ms. Paterson were added. |
| Constellation Energy Corporation 2025 Proxy Statement | 10 |
Compensation Program Structure
Compensation Program Structure
A significant portion of compensation for the CEO (and other named executive officers (NEOs) listed in the compensation tables of this proxy statement) is tied to the achievement of short-term and long-term financial and operational goals. The components of compensation paid to our CEO (and the other NEOs), except for base salary, are “at-risk”. The table below illustrates components for total direct compensation.
Executive Compensation
Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500
One of the key objectives of our executive compensation program is to align the interests of our executives with those of our shareholders. We believe that our compensation program reflects this objective by linking a significant portion of our executives’ pay to the achievement of financial and strategic goals that drive shareholder value creation. As a result, our executives’ compensation varies with our performance and the market value of our common stock.
Since 2022, we have consistently delivered robust financial results and outstanding shareholder returns. Our total shareholder return (TSR) since the separation stands at 362.61% as of December 31, 2024, significantly outperforming the S&P 500 Index at 35.42% and our peer group’s average of 53.31%. Furthermore, our one-year TSR was 92.73%, compared to 25.02% for the S&P 500 Index and an average of 22.08% for our peer group. These achievements underscore the successful implementation of our strategy and our commitment to operational excellence.
CEO Target Compensation
The Compensation Committee reviews and recommends, and the Board of Directors considers and approves, the compensation of our CEO annually, based on a comprehensive evaluation of his individual performance and our company’s performance relative to our peers and the market. The Compensation Committee considers both quantitative and qualitative factors, such as financial results, strategic initiatives, leadership development, succession planning, stakeholder engagement, corporate responsibility, and risk management. The committee
| Constellation Energy Corporation 2025 Proxy Statement | 11 |
Key Executive Compensation Practices
also benchmarks the CEO’s compensation against independent peer group data provided by an external consultant, to ensure that the compensation is competitive, reasonable, and aligned with shareholder interests.
Given the effectiveness of the CEO’s leadership in driving strong financial results, superior shareholder returns, strategic growth, and operational success, the committee recommended that the CEO’s compensation for fiscal year 2024 should be competitive with market median of the peer group which is reflected in the 2024 pay decisions above.
Key Executive Compensation Practices
Our executive compensation policies and programs are built upon a strong foundation of corporate governance and compensation best practices. Below is a high-level overview of certain elements of our executive compensation program.
| What We Do: | What We Don’t Do: |
|---|---|
| • Align pay for performance • Maintain significant stock ownership requirements for directors and executive officers • Cap incentive awards and conduct an annual risk assessment of the compensation programs • Subject change-in-control benefits to double trigger vesting • Retain an independent compensation consultant that advises the Compensation Committee • Provide limited perquisites based on sound business rationale • Subject incentive compensation awards to clawback provisions • Review of pay equity by an independent third party • Engage in comprehensive shareholder outreach • Prohibit hedging, short sales, derivative transactions or pledging of Company stock • Assess our programs against peer companies and best practices • Set appropriate levels of “stretch” in incentive targets | • No guaranteed minimum payout of AIP or LTIP programs • No employment agreements • No excise tax gross-ups for change-in-control agreements • The value of LTIP awards is not included in pension or severance calculations • No option repricing or buyouts without stockholder approval |
Sustainability Principles
Our sustainability principles are core to our business strategy and value proposition and guide us in our central purpose. We are focused on driving action in these critical focus areas:
| Providing Emissions-Free Energy and Climate Mitigation | C&I Customer Transformation | Innovation and Technology Enablement | |
|---|---|---|---|
| Emissions-Free Policy Advocacy | Community Empowerment | Commitment to Respect, Belonging, Inclusion and Equal Opportunity | Strong Corporate Governance and Risk Management |
| Constellation Energy Corporation 2025 Proxy Statement | 12 |
Sustainability
We are the nation’s largest producer of clean reliable energy and a leading supplier of energy products and services, including sustainable energy solutions. Our values drive our people to function as a team and work towards maintaining our position as an industry leader in the production of 24/7 reliable and affordable emissions-free energy. Our values also encourage us to innovate and expand upon the energy and sustainability solutions we currently provide to businesses and communities across the United States.
Please see the “About Us—Sustainability” section later in this proxy statement for more information regarding our sustainability efforts and strategy.
| Constellation Energy Corporation 2025 Proxy Statement | 13 |
Corporate Governance
Constellation is committed to maintaining the highest standards of corporate governance that promote the long-term interests of shareholders, strengthens Board and management accountability, and helps build public trust. Strong corporate governance is a fundamental aspect of our long-term sustainable business operations.
The Board provides oversight on the development and execution of our strategy, business operations and performance, enterprise risks, executive compensation, sustainability and environmental stewardship, and governance practices.
Our Board is comprised of twelve directors. All members, excluding Constellation’s President and CEO, are independent under criteria established by The Nasdaq Stock Market LLC (Nasdaq). Board membership is reviewed on an annual basis to ensure our Board members have a diverse set of characteristics, skills and experience necessary to maximize the success of our business and effectively represent shareholder interests.
| Board Governance Our corporate governance structure consists of certain elements, including the following: | ||
|---|---|---|
| Independent Board Chair Chief Executive Officer and Board Chair roles are separate | Committee Independence 100% of our committees are comprised of independent directors | Director Stock Ownership Robust ownership requirements (i.e., 5x annual cash retainer) |
| Board Self-Evaluations Annual evaluations for full Board which includes director interviews | Outside Board Service Limit Maximum of 3 other public company Boards (CEO may only serve on the Board of one other public company) | Mandatory Director Retirement By the annual meeting of shareholders following a director’s 80th birthday |
| Committee Self-Evaluations Annual evaluations for each committee | Succession Planning Annual evaluation of management succession and leadership | Governance Assessment Annual review/assessment of governance policies |
| Enterprise Risk Board oversight of enterprise risk, overseen by the Audit & Risk Committee | Executive sessions Regular executive sessions of independent directors meeting without management | De-classification of Board Annual elections for all directors after 2026 annual meeting of shareholders |
| Constellation Energy Corporation 2025 Proxy Statement | 14 |
Shareholder Engagement
Shareholder Engagement
We believe that engaging with our investors provides valuable insights for the Board and its committees with respect to investor perspectives and priorities. In the fall and winter of 2024, Constellation contacted shareholders holding, in the aggregate, over 50% of our outstanding shares with offers to engage. This outreach was in addition to regular communication between our investor relations team and shareholders (e.g., quarterly earnings calls, analyst meetings, and investor and industry conferences). Shareholders who accepted invitations to engage represented an aggregate of approximately 25% of our outstanding shares. The Constellation engagement team was comprised of members from our Office of Corporate Governance, Investor Relations, Sustainability, Compensation, and Human Resources departments. The engagement team met with shareholders to discuss a wide variety of issues, including business operations and strategy, sustainability and climate matters, executive compensation, human capital, and board composition and effectiveness. Engaging openly with our shareholders on these and other topics drives increased accountability, improves decision making, and ultimately creates long-term value. The feedback received from shareholders and other stakeholders was shared with each Board committee and the Board, as appropriate. Our shareholder engagement process is described below.
Responsiveness to Shareholder Feedback
Our Audit & Risk, Corporate Governance, Compensation and Nuclear Oversight committees will consider the adoption or recommend Board approval of suggested enhancements to policies, practices, or disclosures to meet investor concerns or expectations, if such action is deemed to be in the best interests of the company and its shareholders.
Shareholder feedback from the 2024 engagement cycle indicated that there were no desired material changes to our sustainability and governance policies and practices at this time. During our engagement meetings, we received generally supportive comments regarding our compensation structure, sustainability practices, and governance structure.
| Constellation Energy Corporation 2025 Proxy Statement | 15 |
Cautionary Statements Regarding Forward-Looking Information
Cautionary Statements Regarding Forward-Looking Information
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.