John Richardson
Director at CEG
Board
About Admiral John M. Richardson
Admiral John M. Richardson, age 64, is an independent director of Constellation Energy Corporation (CEG) serving since February 2022. He chairs the Nuclear Oversight Committee and sits on the Audit & Risk and Corporate Governance Committees; he is nominated for re‑election as a Class III director at the 2025 Annual Meeting. Richardson is the former Chief of Naval Operations and previously led Naval Reactors; he also serves on the boards of The Boeing Company and BWX Technologies, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Chief of Naval Operations (31st CNO) | 2015–2019 | Led the Navy; extensive crisis management, safety oversight for complex, high‑risk systems |
| U.S. Navy | Director, Naval Reactors | 2012–2015 | Responsible for lifecycle and regulatory oversight of >90 reactors powering nuclear warships |
| U.S. Navy (Submarine Force) | Commanding Officer, USS HONOLULU | Not disclosed | Awarded Vice Admiral James Bond Stockdale Inspirational Leadership Award |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Boeing Company | Independent Director | Since 2019 | Chair, Special Programs; Member, Aerospace Safety; Member, Finance |
| BWX Technologies, Inc. | Independent Director | Since 2020 | Member, Audit & Finance; Member, Compensation |
| Exelon Corporation | Director (prior) | 2019–2022 | Not disclosed |
| Center for a New American Security | Board member | Not disclosed | Not disclosed |
| Navy League of the United States | Board member | Not disclosed | Not disclosed |
| Johns Hopkins Applied Physics Laboratory | Senior Advisor | Not disclosed | Not disclosed |
| National Academy of Engineering | Member | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Audit & Risk; Corporate Governance; Nuclear Oversight (Chair). All standing committees are fully independent; charters require at least four meetings annually. Audit & Risk held five meetings in FY2024; Nuclear Oversight held four (including site visits); Corporate Governance held four.
- Independence: The Board determined all non‑employee directors (including Richardson) are independent under Nasdaq and SEC standards; all Audit & Risk members meet heightened independence and non‑affiliation requirements.
- Attendance and engagement: The Board held six meetings in 2024; each director attended more than 75% of Board and committee meetings, and overall attendance at Board and committee meetings was 100%. Directors are expected to attend the Annual Meeting.
- Shareholder engagement: Committees consider investor feedback and may adopt enhancements to governance practices based on engagement outcomes.
- Governance structures: Independent Board Chair; CEO and Chair roles separated; Board de‑classification in 2026; outside board service limit is three other public company boards (CEO limited to one).
- Resignation policy: Mandatory retirement at/before the Annual Meeting following the 80th birthday; resignation process if an incumbent fails to receive majority votes in uncontested elections.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Non‑Employee Director Annual Retainer | 125,000 | Paid quarterly in arrears; directors can defer cash into the Director Deferred Compensation Plan |
| Nuclear Oversight Committee Retainer (members and chair) | 20,000 | All members (including chair) receive $20,000 |
| Audit & Risk Committee Chair Retainer | 25,000 | Not applicable to Richardson; included for program context |
| Compensation Committee Chair Retainer | 20,000 | Program context |
| Corporate Governance Committee Chair Retainer | 20,000 | Program context |
| Special Committee Fee | 5,000/quarter | If serving on special committees |
| Fees Earned or Paid in Cash (2024, Richardson) | 165,000 | Includes Board/committee retainers and any deferrals |
Performance Compensation
| Equity Component | 2024 Amount/Detail | Vesting/Mechanics |
|---|---|---|
| Stock Awards (2024, Richardson) | 170,000 | Awarded as quarterly DSUs through 2024; DSUs earn dividend equivalents and settle in shares upon distribution election |
| Quarterly Grant Date Fair Values (all directors, 2024) | Q1 $172.41; Q2 $214.63; Q3 $173.11; Q4 $253.63 | Values under ASC 718; quarterly DSUs credited at dividend payment date |
| 2025 Program Change | Awards granted annually in advance; directors may elect RSUs vesting after one year or defer as DSUs | Aligns with prevailing market practice; promotes alignment |
Performance metrics: The director equity program is not tied to specific operational or financial performance metrics; it is structured for alignment via equity (DSUs/RSUs) and dividend equivalents.
Other Directorships & Interlocks
| Company | Relationship to CEG | Potential Interlock/Conflict Consideration |
|---|---|---|
| BWX Technologies, Inc. | Supplier of nuclear components and fuel | Richardson’s role at BWXT intersects with CEG’s Nuclear Oversight remit; mitigants include Board independence determinations and a robust Related Person Transactions policy overseen by Corporate Governance; no related person transactions identified in 2024. |
| The Boeing Company | Unrelated to CEG operations | Aerospace governance expertise supports risk oversight; within outside board limit. |
Expertise & Qualifications
- Deep expertise in safety, regulation, and oversight of complex, high‑risk systems; extensive crisis management and national security experience.
- Nuclear oversight and operational excellence background (Naval Reactors; CNO) informs leadership of CEG’s Nuclear Oversight Committee, including cybersecurity risks related to nuclear operations.
- Understanding of nuclear energy sector and governance of large organizations; membership in the National Academy of Engineering underscores technical credentials.
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (Richardson) | 14,741 |
| Shares Underlying Options Exercisable Within 60 Days | 0 |
| Ownership as % of Shares Outstanding | <1% (directors/officers individually and as a group) |
| Deferred Stock Units (DSUs) Held (12/31/2024) | 14,741 |
| Hedging/Pledging Policy | Prohibited for directors and related persons; short sales, options, derivatives also prohibited |
| Director Stock Ownership Guideline | 5× annual cash retainer; must meet within five years of initial election (deadline based on Feb 2022 election: Feb 2027) |
Compensation Committee Analysis
- Membership/independence: The Compensation Committee is composed entirely of independent directors; requires three or more independent non‑employee directors. It held four meetings in FY2024.
- Consultant: Meridian Compensation Partners, LLC serves as independent advisor; attends all meetings; provides market assessments, peer review, and CD&A input; no services to management; independence affirmed with no conflicts.
- Scope: Oversees CEO performance criteria and compensation, executive officer pay, incentive plans/goals, employment/severance and change‑in‑control arrangements, and CD&A disclosures.
Governance Assessment
- Board effectiveness: Richardson’s leadership of Nuclear Oversight is supported by rigorous committee responsibilities and active site‑based oversight; committee and Board annual self‑evaluations reported strong structure, composition, and effectiveness in 2024.
- Independence and attendance: Independent status, 100% attendance across Board/committees, and robust executive sessions bolster investor confidence.
- Alignment: Director pay mix combines cash retainers with equity (DSUs/RSUs), with strong stock ownership requirements (5× cash retainer) and prohibition on hedging/pledging to reinforce alignment.
- Conflicts: External board service at BWXT (a nuclear supplier) presents a potential governance sensitivity; mitigated by independence determinations, related‑party transaction oversight, and absence of related person transactions in 2024. Within outside board limits.
- Shareholder responsiveness: Committees incorporate investor feedback; governance documents and charters are publicly available, enhancing transparency.
RED FLAGS: None identified in the proxy for Richardson specifically—no related person transactions; hedging/pledging prohibited; attendance strong; within outside board limit. Monitor for evolving vendor oversight considerations given BWXT role.