Ashish Khandpur
Director at CEG
Board
About Ashish Khandpur
Dr. Ashish Khandpur is an independent director of Constellation Energy Corporation (CEG) serving since February 2022; he is 57 years old and sits on the Compensation and Corporate Governance Committees . He is President and Chief Executive Officer of Avient Corporation and previously held senior leadership roles at 3M, including Group President of Transportation & Electronics, Executive Vice President of Electronics & Energy, and Senior Vice President, R&D and Chief Technology Officer . The Board has affirmatively determined he is independent under Nasdaq and SEC standards, and Board and committee attendance in 2024 was 100% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Group President, Transportation & Electronics; previously EVP, Electronics & Energy; SVP, R&D and Chief Technology Officer | 2019–2021 (EVP T&E); 2017–2019 (EVP E&E); 2014–2017 (SVP R&D & CTO) | Led complex global operations and R&D; technology commercialization experience relevant to oversight of operational, cybersecurity, and technology risks |
| 3M Foundation | Director | 2012–2017 | Nonprofit governance experience |
| 3M India | Director | 2014 | Regional governance exposure |
| University of St. Thomas | Trustee | 2017–2021 | Academic board governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avient Corporation | President & Chief Executive Officer; Director | CEO role current; Director since 2023 | Public company CEO brings operating, supply chain, and technology leadership |
| University of Minnesota, College of Science & Engineering | Dean’s Advisory Board Member | Not disclosed | Technical advisory role |
Board Governance
- Committee assignments: Compensation; Corporate Governance; no chair roles .
- Independence: Affirmatively determined independent; all committees are composed entirely of independent directors .
- Attendance and engagement: Board held 6 meetings in 2024; Board and committee attendance was 100% .
- Years of service on CEG Board: Director since February 2022; Class I director with term expiring at the 2026 Annual Meeting (Board declassifies after the 2026 meeting) .
- Related party transactions: None identified in 2024 under the company’s Related Person Transactions Policy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | No meeting fees; paid quarterly in arrears; no committee chair fees applicable to Khandpur |
| Committee membership fees | $0 | Committee chairs receive incremental retainers; Nuclear Oversight members receive a $20,000 retainer—does not apply to Khandpur |
| All other compensation | $0 | No perquisites reported for Khandpur in 2024 |
Performance Compensation
| Equity Component | 2024 Grant Value | Grant Mechanics | Vesting/Distribution | Notes |
|---|---|---|---|---|
| Director stock awards (DSUs) | $170,000 | DSUs credited quarterly in arrears based on stock price at dividend dates; earn dividend equivalents reinvested as DSUs | Distributed in shares in a lump sum or installments at age 65/72 or upon Board departure, per director election | 2025 program change: directors may opt for annual RSUs (one-year vest) or continue deferral in DSUs; awards granted annually in advance from 2025 |
| Options | Not applicable | CEG does not grant stock options to non-employee directors | — | — |
| Performance metrics | None for directors | Director equity is time-based; no performance conditions | — | — |
Other Directorships & Interlocks
| Company | Role | Start | Interlocks/Conflicts |
|---|---|---|---|
| Avient Corporation | Director | 2023 | No compensation committee interlocks or insider participation at CEG in 2024; none disclosed for Khandpur |
Corporate policy limits outside board service to a maximum of three other public company boards for directors; CEG’s CEO has a stricter limit, but that policy does not apply to Khandpur .
Expertise & Qualifications
- Deep technical and business background with 28 years at 3M across R&D, product, and global operations; experience in innovation and technology application to market needs .
- Provides oversight insight on complex financial, operational, cybersecurity, and technology risks relevant to CEG’s business .
- Current public company CEO brings P&L, supply chain, and industrial/commercial end-market perspective useful for CEG’s customer solutions strategy .
Equity Ownership
| Metric | Amount | Date/Status |
|---|---|---|
| Total deferred stock units (DSUs) held | 4,670 units | As of December 31, 2024 |
| Beneficial ownership (including DSUs and any shares) | 4,670 shares | As of March 1, 2025; less than 1% of outstanding shares as are all directors and officers as a group |
| Options exercisable within 60 days | 0 | As of March 1, 2025 |
| Pledged or hedged shares | Prohibited by company policy; hedging, short sales, derivatives, and pledging are not permitted for directors | Policy effective and enforced |
| Ownership guidelines | 5x annual cash retainer; must meet within 5 years of initial election (by 2027 for Khandpur) | DSUs and common shares count toward compliance |
Governance Assessment
- Strengths
- Independent director with 100% Board and committee attendance in 2024, supporting board effectiveness and accountability .
- Relevant operating and technology expertise from 3M and Avient enhances oversight of operational and technology risk at CEG .
- Clear independence determinations; no related party transactions in 2024; no compensation committee interlocks; strong committee-only independence structure .
- Robust director ownership requirements (5x cash retainer), prohibition on hedging/pledging, and structured director compensation aligned with market medians .
- Watch items and potential conflicts
- Dual role as a sitting public-company CEO implies time commitments; CEG policy caps outside boards at three for directors, and Khandpur holds one disclosed directorship—acceptable under policy; monitor ongoing engagement given CEG’s high strategic activity (e.g., Calpine transaction) .
- Director equity is time-based (DSUs/RSUs) without performance metrics; while standard market practice, it provides fewer explicit performance linkages compared to PSU constructs used for executives –.
- No related party transactions disclosed in 2024; continue monitoring for any business dealings between CEG and Avient given Khandpur’s executive role (none disclosed) .
Overall signal: Strong independence, attendance, and relevant expertise with no disclosed conflicts or interlocks; ownership alignment mechanisms and trading prohibitions are robust, supporting investor confidence in board governance quality .