EXELON CORP (EXC)
Sector: Utilities
2026 Annual Meeting Analysis
EXELON CORP · Meeting: April 28, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Exelon's CEO and director since December 2022; the TSR trigger does not apply because EXC's 3-year total return of +23.2% trails the compensation peer group median by only 6.2 percentage points, well below the 50-point threshold required to trigger a vote against for strong-positive TSR, and no other policy flags apply.
Independent Chairman with nearly five years of tenure; holds one outside public board seat (AFLAC), which is within the two-seat limit for sitting former CEOs; the TSR trigger does not apply given the narrow 6.2-point gap versus the peer median, and no other policy flags apply.
Independent director with nearly six years of tenure; holds one outside public board seat (PNC Financial), within policy limits; the TSR trigger does not fire at the current peer-group gap, and no other policy flags apply.
Joined the board in March 2025, giving him fewer than 24 months of tenure, which makes him fully exempt from the TSR underperformance trigger under policy; no other flags apply.
Independent director with over ten years of tenure; holds two outside public board seats (Bunge Limited and Norwegian Cruise Line), which equals but does not exceed the four-seat overboarding limit for non-executive directors; the TSR trigger does not apply, and no other policy flags apply.
Independent director with three years of tenure and no current outside public company board seats; the TSR trigger does not apply given the narrow peer-group gap, and no other policy flags apply.
Independent director who joined in August 2023, giving her fewer than three years of tenure but more than 24 months; the TSR gap of 6.2 points versus the peer median is far below the 50-point threshold required at Exelon's strong-positive TSR level, so the trigger does not fire, and no other policy flags apply.
Independent director with three years of tenure and no current outside public company board seats; the TSR trigger does not apply, and no other policy flags apply.
Independent director who joined in January 2024 and chairs the Audit and Risk Committee; holds one outside public board seat (Western Alliance Bancorporation) and brings over 30 years of public accounting experience satisfying the financial expertise requirement; the TSR trigger does not apply, and no other policy flags apply.
All nine director nominees receive a FOR vote. Exelon's 3-year total shareholder return of +23.2% trails the compensation peer group median by only 6.2 percentage points, far below the 50-point threshold needed to trigger an against vote when absolute returns are strongly positive. No director is overboarded, no attendance issues were disclosed, all independent directors are classified correctly, and the board discloses a skills matrix. David DeWalt is exempt from the TSR trigger as a director with fewer than 24 months of tenure.
Say on Pay
✓ FORCEO
Calvin G. Butler Jr.
Total Comp
$15,601,905
Prior Support
89.8%%
CEO Calvin Butler's total reported compensation of approximately $15.6 million is within a reasonable range for the chief executive of a large-cap regulated utility with nearly $47.5 billion in market value, and prior-year shareholder support was a healthy 89.8%, well above the 70% threshold that would require a response. The pay structure is appropriately weighted toward variable, performance-linked pay — roughly 76% of the CEO's target compensation comes from long-term incentive awards (performance stock awards and time-based restricted stock awards) and an annual cash bonus, satisfying the policy requirement that at least 50-60% of senior executive pay be at risk. The annual incentive paid out at 133.6% of target (before a 5% negative discretion reduction applied to the CEO), reflecting genuine outperformance on earnings-per-share and operational reliability metrics, and the completed 2023-2025 long-term performance award paid out at only 87.4% of target after a negative adjustment for Exelon's stock return lagging the utility index benchmark — demonstrating that the incentive structure actually reduced pay when shareholders underperformed, which is exactly how a well-designed pay-for-performance program should work.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
25 yrs
Audit Fees
$16,094,000
Non-Audit Fees
$1,420,000
PwC has audited Exelon continuously since the company's formation in 2000, giving it exactly 25 years of tenure, which meets the policy threshold requiring a vote against unless the audit committee provides a specific and compelling rationale. The non-audit fee ratio is well within bounds — non-audit fees of roughly $1.4 million (tax fees plus all other fees) represent about 8.8% of the $16.1 million audit fee, far below the 50% concern level. However, the tenure trigger fires at 25 years, and while the proxy describes standard independence controls such as lead partner rotation and PCAOB oversight, these are routine safeguards rather than the compelling, company-specific justification the policy requires to override the tenure concern. Accordingly, the vote is against ratification.
Overall Assessment
The 2026 Exelon annual meeting presents three proposals: all nine director nominees receive a FOR vote because the company's stock performance gap versus peers is far too small to trigger the underperformance threshold, and no directors are overboarded or otherwise flagged; the say-on-pay vote is FOR given a well-structured, performance-linked pay program with strong prior shareholder support; however, PwC's ratification receives an AGAINST vote solely because the auditor's 25-year continuous tenure meets the policy threshold and the proxy's stated rationale relies on standard industry controls rather than the specific and compelling justification required to override the concern.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing