Bradley Halverson
About Bradley M. Halverson
Independent director of Constellation Energy Corporation (CEG) since February 2022; age 64. Former Group President, Financial Products & Corporate Services and Chief Financial Officer at Caterpillar Inc. (2013–2018), with earlier roles including VP, Financial Services; Corporate Controller; and Corporate Business Development Manager, plus prior positions at Price Waterhouse and Rolscreen Company. Currently Chair of CEG’s Audit & Risk Committee and member of the Compensation Committee; designated an SEC “audit committee financial expert.” Other public boards: Sysco Corporation (Audit Chair) and Lear Corporation (Audit Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | CFO; Group President, Financial Products & Corporate Services | 2013–2018 | Led global finance, risk management, M&A, IT oversight; deep accounting and corporate finance expertise . |
| Caterpillar Inc. | VP, Financial Services | 2010–2013 | Financial services leadership; credit and market risk insights . |
| Caterpillar Inc. | Corporate Controller, Global Finance & Strategic Services | 2004–2010 | Accounting and controls leadership . |
| Caterpillar Inc. | Corporate Business Development Manager | 2002–2004 | Strategy/M&A execution . |
| Rolscreen Company | Financial Reporting Manager | Pre-1988 | Financial reporting . |
| Price Waterhouse LLP | Various roles | Pre-1988 | Audit/assurance foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sysco Corporation | Independent Director; Audit Committee Chair; member, Compensation & Leadership Development and Executive Committees | Since 2016 | Financial oversight; governance committee leadership . |
| Lear Corporation | Independent Director; Audit Committee Chair; member, People & Compensation Committee | Since 2020 | Financial oversight in automotive tech; compensation governance . |
| Satellogic, Inc. | Independent Director; Audit Committee Chair | 2022–2024 | Audit leadership in space data; prior service ended 2024 . |
| Custom Truck One Source | Director | 2018–2021 | Board service (industrial) . |
| Easterseals Central Illinois Foundation | Trustee; former Board Chair | Ongoing | Community stewardship . |
Board Governance
- Current CEG committee assignments: Audit & Risk (Chair) and Compensation .
- Audit & Risk Committee met 5 times in 2024; Compensation Committee met 4 times; Board held 6 meetings with 100% attendance across Board/committees in 2024 .
- Independence: Board determined all non-employee directors (including Halverson) are independent under Nasdaq/SEC standards; Audit & Risk and Compensation Committees are fully independent .
- Financial expertise: Board designated Halverson an “audit committee financial expert” per SEC rules .
- Committee refresh: Appointed Audit & Risk Chair following Ms. Brlas’ retirement in December 2024, signaling confidence in Halverson’s oversight of finance, controls, and enterprise risk .
- Outside board service limits: Policy caps directors at 3 other public company boards; Halverson holds 2 (within limit) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Base non-employee director retainer; no meeting fees . |
| Stock awards (DSUs) | $170,000 | Quarterly DSUs at grant-date fair values . |
| All other compensation | $7,044 | Incremental cost for approved personal use of corporate aircraft . |
| Total | $302,044 | 2024 director compensation. |
Additional program details:
- Cash fee schedule: Audit & Risk Chair $25,000; Compensation Chair $20,000; Corporate Governance Chair $20,000; Nuclear Oversight (all members including chair) $20,000; Board Chair $200,000 .
- 2025 change: Equity awards to be granted annually in advance; directors may elect deferred DSUs or one-year vesting RSUs (market alignment) .
Performance Compensation
Directors do not have performance-based pay at CEG; equity is delivered via DSUs (and, beginning 2025, optional one-year RSUs), without financial/operational performance conditions.
Director equity program parameters:
| Parameter | DSUs (through 2024) | RSUs (from 2025) |
|---|---|---|
| Instrument | Deferred Stock Units credited quarterly | Restricted Stock Units (annual grant) |
| Vesting | Settled on departure or at elected age (65/72) | One-year vest |
| Dividend equivalents | Reinvested as additional DSUs | RSU dividends accrue as equivalents subject to vesting |
| Settlement | Shares of common stock; deferral elections permitted | Shares upon vest; deferral option available |
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlocks/Conflicts |
|---|---|---|---|
| Sysco Corporation | Food distribution | Audit Chair; Comp/Leadership; Executive Committee | No CEG-related party transactions disclosed in 2024; independence affirmed . |
| Lear Corporation | Automotive technology | Audit Chair; People & Compensation | No CEG-related party transactions disclosed in 2024; independence affirmed . |
Expertise & Qualifications
- Accounting/finance: Former Fortune 100 CFO; deep corporate finance, reporting, controls .
- Risk/strategy: Executive leadership in strategy development, M&A, risk management, IT oversight .
- Audit leadership: Chair-level audit experience at multiple public companies; SEC financial expert designation at CEG .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares (as of March 1, 2025) | 4,670 | Includes DSUs and any directly/indirectly owned shares per footnote . |
| DSUs held (as of Dec 31, 2024) | 4,670 | Balance includes dividend equivalents . |
| Ownership guidelines | 5x annual cash retainer; required within 5 years of election (by 2027) | DSUs count toward guidelines . |
| Pledging/hedging | Prohibited for directors under insider trading policy | Alignment safeguard . |
| Ownership % of outstanding | Directors & execs as a group <1% of shares; individual % not separately disclosed | Base of 313,309,685 shares . |
Insider Trades
| Filing Date | Transaction Date | Summary | Source |
|---|---|---|---|
| July 2, 2024 | July 2, 2024 | Form 4 reporting changes in beneficial ownership; notes acquisition via automatic dividend reinvestment | |
| October 2, 2024 | September 30, 2024 | Form 4; statement of changes in beneficial ownership of securities (director) | and PDF |
| January 3, 2025 | January 3, 2025 | Form 4; ownership change (director) | (index of filings) |
| May 1, 2025 | May 1, 2025 | Form 4; changes in beneficial ownership (director) |
Note: Halverson’s Form 4s largely reflect routine DSU accruals and dividend reinvestment; no hedging/pledging allowed by policy .
Governance Assessment
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Strengths
- Seasoned financial leader and multi-company Audit Chair; designated SEC “financial expert” at CEG—supports robust oversight of reporting, controls, and ERM .
- Independence affirmed; 100% Board/committee attendance in 2024; Audit & Risk and Compensation committees fully independent .
- Clear ownership alignment mechanisms: DSUs, 5x retainer guideline, prohibition on hedging/pledging .
- No related-person transactions identified in 2024 (reduces conflict risk) .
-
Watch items
- Multiple external Audit Chair roles (Sysco, Lear) increase time demands; however, within CEG’s outside board service limits (≤3 other boards) .
- Limited disclosed beneficial share count to-date (typical for directors using DSUs); must meet 5x retainer guideline by 2027 .
- Personal aircraft perquisite exists but modest ($7,044 in 2024); monitor for growth or broader perquisites .
-
Signals
- Elevation to Audit & Risk Chair post-2024 reflects Board trust in Halverson’s oversight during a period of significant strategic activity and risk management focus (e.g., Calpine acquisition diligence, sustainability/cyber risk oversight) .