Eileen Paterson
Director at CEG
Board
About Eileen Paterson
Eileen Paterson (age 59) is an independent director of Constellation Energy (CEG) since December 2024, serving on the Corporate Governance and Nuclear Oversight Committees. She is the former President & CEO of Aerojet Rocketdyne (2015–2023), with prior senior operations leadership roles at United Technologies; she also served seven years active duty in the U.S. Army as an aviator and airfield commander . Other current public boards include Marathon Petroleum (since 2024) and Woodward, Inc. (since 2017), where she holds committee leadership roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aerojet Rocketdyne Holdings, Inc. | President & CEO | 2015–2023 | Led complex aerospace operations, supply chain, quality, and P&L; aerospace propulsion leadership . |
| United Technologies (Carrier; Pratt & Whitney AeroPower) | Division President; VP Operations; VP Ops & Quality, EHS & ACE | 2003–2015 | Operations excellence; quality and EHS governance across diversified industrial businesses . |
| U.S. Army | Aviator; Airfield Commander (Davison Army Airfield) | 7 years (active duty) | Operational leadership; safety and complex systems oversight in high-risk environments . |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Marathon Petroleum Corp. | Independent Director | 2024 | Compensation & Organization Development; Sustainability & Public Policy . |
| Woodward, Inc. | Independent Director | 2017 | Chair, Nominating & Governance; Member, Human Capital & Compensation . |
Board Governance
- Independence: Designated independent; all board committees comprise independent directors .
- Committees: Corporate Governance and Nuclear Oversight; no chair roles currently .
- Attendance: Board and committee attendance in 2024 was 100% across directors; directors are expected to attend all meetings and the annual meeting .
- Engagement signal: Nuclear Oversight met four times in 2024, including multiple site visits to nuclear facilities—indicative of deep operational oversight; Paterson was appointed to Nuclear Oversight and Corporate Governance after her December 2024 election .
- Outside board cap: Corporate policy limits directors to max three other public company boards; Paterson holds two, within policy .
Fixed Compensation
| Component | Structure | Amounts/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | Fixed | $125,000 . |
| Committee chair retainers | Fixed | Audit & Risk $25,000; Compensation $20,000; Corporate Governance $20,000; Nuclear Oversight $20,000 (note: all Nuclear Oversight members receive $20,000) . |
| Board Chair | Fixed | $200,000 . |
| Meeting fees | None | No per-meeting fees; retainers paid quarterly; new directors prorated . |
| Special committee fee | Fixed | $5,000 per quarter if applicable . |
2024 actual compensation (pro-rated due to December start):
| Name | Fees Earned (Cash) ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Eileen Paterson | 6,304 | 7,391 | — | 13,695 |
Performance Compensation
| Director Equity Vehicle | Granting/Settlement | Vesting | Performance Metrics |
|---|---|---|---|
| Deferred Stock Units (DSUs) – 2024 structure | Credited quarterly in arrears; dividend equivalents reinvested | Settled in shares per director election (at age 65/72 or board departure) | None; time-based . |
| Restricted Stock Units (RSUs) – 2025 change | Granted annually in advance; option to defer similar to prior DSUs | One-year vest for RSUs | None; time-based . |
Paterson’s director equity is time-based (no performance metrics). In 2025, CEG aligned director equity with market practice, offering annual RSUs or deferral elections; directors may choose deferral or one-year vesting RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no Constellation executive served on boards with reciprocal compensation oversight; no member was a CEG employee in 2024 . |
| Related-person transactions | Corporate Governance Committee oversees policy; no related person transactions identified in 2024 . |
Expertise & Qualifications
- Aerospace and industrial operations leadership with deep experience in quality, supply chain, and EHS—relevant to high-reliability energy operations .
- Military/aviation background aligns with Nuclear Oversight’s focus on safety and complex systems; brings operational risk and crisis management perspective .
- Governance experience as Nominating & Governance Chair at Woodward and committee roles at Marathon Petroleum strengthens board process rigor .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Notes |
|---|---|---|
| Eileen Paterson | 29 | New director; no options; count includes DSUs and/or common shares per plan definitions . |
| DSUs held (Dec 31, 2024) | 29 | DSUs accumulate dividend equivalents; settled per election . |
| Ownership guideline | 5x annual cash retainer | Must meet within five years of initial election; DSUs and beneficially owned shares count . |
| Hedging/pledging | Prohibited | Insider trading policy prohibits hedging, short sales, derivative transactions, and pledging of company stock . |
Insider Filings and Trades
| Date Filed | Form | Event Date | Summary/Context |
|---|---|---|---|
| Dec 20, 2024 | Form 3 | Dec 16, 2024 | Initial director filing upon appointment to CEG board . |
| Jan 3, 2025 | Form 4 | Jan 3, 2025 | Subsequent insider transaction report (details in filing) . |
| Dec 12–13, 2024 | Company PR | Appointment announcement | Constellation announced Paterson’s appointment effective Dec 16, 2024 . |
Governance Assessment
- Committee roles align with skillset: Nuclear Oversight is a material risk committee with site visits and cybersecurity oversight; Corporate Governance controls director selection, policies, and related-person reviews—both signal substantive engagement .
- Independence and policy fit: Independent under Nasdaq/SEC standards; adheres to outside board limits and director stock ownership policy; hedging/pledging prohibited—favorable alignment .
- Compensation alignment: Director pay structured with meaningful equity; 2025 refinement to annual RSUs/deferral is governance-positive and aligned to market .
- Conflicts monitoring: Marathon Petroleum is adjacent in energy value chain, and Woodward supplies aerospace/industrial systems; Corporate Governance Committee oversight and 2024 “no related-party transactions” disclosure mitigate concerns; continue monitoring for transactional exposure .
- Attendance/engagement: Board and committee attendance was 100% in 2024, and Nuclear Oversight’s multi-site cadence indicates active oversight culture; Paterson’s late-2024 onboarding placed her into the two committees aligned to her background .
RED FLAGS: None identified specific to Paterson—no related-party transactions; no hedging/pledging; within outside board limits; no director-specific attendance concerns disclosed .
Monitoring items: Watch for any CEG commercial arrangements with Marathon Petroleum or Woodward; review future proxy for director equity accumulation vs. 5x retainer guideline progress; track Form 4 activity for any open-market trades or pledging (prohibited by policy) .