Charles Harrington
Director at CEG
Board
About Charles L. Harrington
Charles L. Harrington, 66, has served as an independent director of Constellation Energy Corporation since February 2022. He is Chair of the Corporate Governance Committee and a member of the Audit & Risk Committee, and the Board has designated him an “audit committee financial expert.” Harrington is the former Executive Chairman and CEO/President of Parsons Corporation with deep experience in operations, finance (including prior CFO/Treasurer roles), large infrastructure and nuclear projects, and building a leading cyber practice at Parsons. He previously served on the board of The AES Corporation (2013–2020).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parsons Corporation | Executive Chairman | 2021–2022 | Oversaw transition; continued strategic oversight in defense, intelligence, and critical infrastructure markets |
| Parsons Corporation | Chairman, CEO & President | 2008–2021 | Led strategy, M&A, execution across complex infrastructure and nuclear-related projects; built cyber practice |
| Parsons Corporation | EVP, CFO & Treasurer | 2006–2008 | Corporate finance leadership |
| Parsons Corporation | President, Commercial Technology Group; President, Communications Technology Group | 1999–2006 | P&L, operations, commercial technology leadership |
| The AES Corporation | Director (public company) | 2013–2020 | Prior public board experience at a global energy company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J.G. Boswell Company | Director (public) | Since 2015 | Current public company directorship |
| JBT Marel Corporation | Director (public) | Since 2021 | Current public company directorship |
| Korn Ferry | Director (public) | Since 2022 | Current public company directorship |
| Cal Poly Foundation | Director (non‑profit) | n/a | Additional external board service |
Board Governance
- Committee assignments and chair roles: Chair, Corporate Governance Committee; Member, Audit & Risk Committee. The Board has determined he is independent, and all committees are composed entirely of independent directors. The Board also determined that Harrington qualifies as an “audit committee financial expert.”
- Attendance and engagement: In 2024 the Board held 6 meetings; attendance at Board and committee meetings was 100% across directors. Audit & Risk (5 meetings), Corporate Governance (4), Compensation (4), and Nuclear Oversight (4).
- Board structure and independence: The Board will be fully declassified after the 2026 annual meeting; independent Board Chair; regular executive sessions of independent directors.
- Outside board service policy: Limit of three other public company boards for directors; Harrington serves on three, within policy.
Fixed Compensation
| Component | 2024 Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 165,000 | |
| Stock Awards ($) | 170,000 | |
| All Other Compensation ($) | — | |
| Total 2024 Director Compensation ($) | 335,000 |
Director cash retainer schedule (program terms):
| Role | Annual Cash Retainer ($) | Source |
|---|---|---|
| Non‑Employee Director (base) | 125,000 | |
| Audit & Risk Committee Chair | 25,000 | |
| Compensation Committee Chair | 20,000 | |
| Corporate Governance Committee Chair | 20,000 | |
| Nuclear Oversight Committee (all members including Chair) | 20,000 | |
| Special committee (if applicable) | 5,000 per quarter |
Performance Compensation
| Equity Vehicle | 2024 Program | 2025 Program Change | Vesting/Settlement | Source |
|---|---|---|---|---|
| Director equity | Deferred Stock Units (DSUs) credited quarterly; dividend equivalents reinvested | Shift to annual grants in advance; option to defer like prior DSUs or receive RSUs | DSUs settle in shares per elected schedule; RSUs vest after one year (2025 program) |
- Director equity is time-based (not performance-conditioned); no options or performance metrics for director grants.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | J.G. Boswell Company; JBT Marel Corporation; Korn Ferry |
| Prior public company boards | The AES Corporation (2013–2020) |
| Committee interlocks (Comp Committee) | None in 2024; no insiders on the Compensation Committee; no executive officer interlocks disclosed. |
| Related-party transactions | None identified in 2024 under the Related Person Transactions Policy. |
Expertise & Qualifications
- Financial, operating and strategic leadership as former CEO/President and as former CFO/Treasurer at Parsons; deep experience in large-scale infrastructure and nuclear projects; cyber practice leadership.
- Audit Committee Financial Expert designation by the Board.
- M&A, risk management, and governance expertise aligned to Corporate Governance Chair responsibilities.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 9,210 | As of March 1, 2025 |
| Deferred Stock Units (director plan) | 4,670 | As of December 31, 2024 (includes dividend equivalents) |
| Ownership as % of shares outstanding | 0.0029% | 9,210 ÷ 313,309,685 shares outstanding (as of Mar 1, 2025) |
| Hedging/pledging | Prohibited for directors under insider trading policy | Applies to directors, officers and employees |
| Director stock ownership guideline | 5x annual cash retainer; 5-year compliance window | DSUs and directly/indirectly owned shares count |
Governance Assessment
-
Strengths for investor confidence
- Independent director; Corporate Governance Committee Chair with remit over board composition, director compensation, sustainability oversight, and related-person transaction reviews.
- Audit & Risk Committee member with “audit committee financial expert” designation—enhances financial oversight.
- Perfect 2024 attendance; active committee cadence with robust risk and governance oversight.
- No related-party transactions disclosed for 2024; prohibition on hedging/pledging; clear ownership guidelines.
- Board declassification by 2026 improves accountability via annual elections.
-
Potential watch items
- Outside commitments: Holds three other public company directorships—the maximum permitted under CEG’s policy—so ongoing monitoring of attendance/engagement is prudent (no issues in 2024).
- Director equity is time-based (not performance-conditioned), consistent with market practice but offers limited direct pay-for-performance alignment at the director level; however, ownership guidelines provide alignment.
-
Compensation and alignment signals
- 2024 compensation mix balanced between cash ($165k) and equity ($170k); no “All Other Compensation” for Harrington (contrast: select peers had aircraft-related perquisites).
- 2025 change to permit annual RSUs or deferral aligns with market practices and maintains equity-linked alignment.