Dhiaa Jamil
Director at CEG
Board
About Dhiaa Jamil
Independent director of Constellation Energy Corporation (CEG); age 68; joined the Board in June 2023. Former Executive Vice President and Chief Operating Officer of Duke Energy with 40+ years in generation operations and nuclear leadership, including service as EVP of regulated generation and Chief Nuclear Officer overseeing the nation’s largest regulated nuclear fleet and integrating 12 nuclear units following the Progress Energy merger in 2012 . Constellation’s Board classifies him as independent under Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy | Executive Vice President & Chief Operating Officer | 2015–June 2023 | Responsible for generating fleet, transmission grid, enterprise project management, EHS and support functions |
| Duke Energy | EVP Regulated Generation & Chief Nuclear Officer | 2008–2015 | Oversaw largest regulated nuclear fleet; led integration of 12 nuclear units in 2012 Duke–Progress merger |
| Duke Energy nuclear stations (Oconee, McGuire, Catawba) | Station Manager, Site VP (various) | Earlier career | Operations leadership at multiple nuclear sites |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nuclear Energy Institute | Director | 2014–2023 | Industry policy and safety oversight in nuclear generation |
| Nuclear Electric Insurance Limited (NEIL) | Director | 2013–2022 | Insures all U.S. nuclear plants; governance and risk oversight |
| UNC Charlotte EPIC Advisory Board | Chair (former) | n/a | Energy infrastructure advisory leadership |
| Duke Energy Foundation | Trustee (former) | n/a | Philanthropy governance |
| Various utilities | Nuclear safety review boards; National Nuclear Training Accrediting Board member | n/a | Independent safety and training oversight |
Board Governance
- Independence: Independent director under Constellation’s Corporate Governance Principles incorporating Nasdaq/SEC standards .
- Committee assignments: Compensation; Nuclear Oversight (not a chair) .
- Attendance: Board held six meetings in 2024; directors’ Board and committee attendance was 100% (expectation is to attend all Board/committee meetings and Annual Meeting) .
- Nuclear Oversight Committee engagement: Four meetings in 2024; three held on-site at nuclear facilities and one two‑day multi‑plant session, indicating deep operational oversight .
- Years of service: Director since June 2023 (Class II, term expiring at 2026 Annual Meeting as Board de-classifies) .
Fixed Compensation
| Component | Policy/Rate | 2024 Actual for Jamil |
|---|---|---|
| Annual Board cash retainer | $125,000 per non-employee director | $145,000 (includes $20,000 Nuclear Oversight retainer) |
| Committee chair fees | Audit & Risk $25,000; Compensation $20,000; Corporate Governance $20,000; Nuclear Oversight: all members, including chair, receive $20,000 | Not applicable (not a chair) |
| Meeting fees | None for regular Board/committee meetings | None |
Performance Compensation
| Equity Design | Grant Timing | Vesting/Settlement | Dividends | Notes |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Credited quarterly in arrears through 2024 based on closing price on dividend date | Settled in shares; distribution at age 65/72 or departure per director election | Dividend equivalents reinvested as DSUs | Aligns director pay with shareholder outcomes; DSUs are time-based (no performance metrics) |
| 2025 change | Annual grant in advance starting 2025 | Directors may elect RSUs vesting after one year or defer in DSU-like manner | RSUs accrue dividend equivalents subject to vesting | Move aligns with prevailing market practices |
- 2024 stock award value for Jamil: $170,000 (aggregate of quarterly grants at disclosed fair values) .
- Total 2024 director compensation for Jamil: $315,000 (cash $145,000; stock awards $170,000; no other compensation) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | None disclosed for Jamil |
| Committee interlocks | None; Compensation Committee interlocks/insider participation not present in 2024 |
| Related-party transactions | None identified in 2024 across directors under Related Person Transactions Policy |
Expertise & Qualifications
- Nuclear operations and safety leadership from decades managing large fleets and sites; brings deep nuclear reliability and EHS oversight experience to Constellation’s nuclear-heavy portfolio .
- Large-scale integration and operational transformation (Duke–Progress nuclear integration) relevant to Constellation’s ongoing growth and asset optimization .
- Board engagement aligned to nuclear safety and cybersecurity oversight via Nuclear Oversight Committee mandate .
Equity Ownership
| Measure | Value | Source |
|---|---|---|
| Shares beneficially owned | 1,886 | Director/Officer ownership table (as of March 1, 2025) |
| DSUs held | 1,736 | DSU balances table (as of Dec 31, 2024) |
| Shares outstanding | 313,309,685 | Significant owners table footnote (as of March 1, 2025) |
| Ownership as % of outstanding | ~0.0006% (1,886 ÷ 313,309,685) | Computed from disclosed figures |
| Hedging/pledging | Prohibited for directors under insider trading policy | |
| Director ownership guideline | 5x annual cash retainer; compliance required within 5 years of initial election | |
| Guideline timing context | Initial election June 2023; standard 5-year window applies (compliance status not disclosed) |
Governance Assessment
- Strengths: Independent status; relevant nuclear operations expertise; active Nuclear Oversight engagement with on-site meetings; perfect 2024 attendance; alignment via equity-heavy director pay and robust ownership guidelines; prohibition on hedging/pledging supports alignment; no related-party transactions in 2024 .
- Compensation structure quality: Cash retainer plus equity (DSUs/RSUs) with no meeting fees; market-aligned move to annual RSUs vesting in one year from 2025; Corporate Governance Committee oversees director pay with outside advice, consistent with best practices .
- Potential watch items: Ownership guideline compliance status is not disclosed (directors have up to five years from election to meet 5x retainer); beneficial ownership is de minimis relative to outstanding shares, typical for independent directors but worth monitoring for alignment progress .
- RED FLAGS: None identified in the 2024/2025 proxy record for Jamil (no related-party transactions; no interlocks; no hedging/pledging; no perquisites disclosed for Jamil) .