Kathleen Barrón
About Kathleen Barrón
Executive Vice President and Chief Strategy & Growth Officer (CSGO) at Constellation Energy (CEG). She leads corporate strategy, corporate development/M&A, sustainability, communications, corporate relations, philanthropy, and co-leads data-economy business development; she previously led government and regulatory affairs at Exelon and served as Deputy General Counsel at FERC, with earlier practice at Skadden (energy markets) . Education: BA, American University; JD, University of Houston Law Center; executive education in Financial Analysis at University of Chicago Booth . Tenure at Constellation in current strategic leadership capacity since Oct 2021 (pre-separation) . Company performance during her period of senior leadership: TSR since 2022 separation 362.61% and 1-year TSR 92.73% (to 12/31/24); 2024 revenue $23.568B .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Exelon Corporation | EVP, Government & Regulatory Affairs and Public Policy | 2010–2021 | Led federal/state regulatory strategy and wholesale market design advocacy across RTOs, shaping policy to support competitive markets and clean energy positions . |
| Federal Energy Regulatory Commission (FERC) | Deputy General Counsel; previously Associate General Counsel, Energy Markets | 2006–2010 | Advised Commission; led ~90-lawyer team on power sales, reliability, corporate utility regulation, pipeline transportation; represented FERC before Congress/agencies . |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney (Energy) | 1995–2005 | Represented utilities/IPPs before FERC, Courts of Appeal, and state commissions on complex market/policy issues . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Keystone Policy Center | Board of Directors (Trustee) | Current | Non-profit policy convenor; public profile lists trustee role . |
| Baltimore Waterfront Partnership | Board of Directors | 2022–Present | Community/economic development in Baltimore; listed on LinkedIn . |
| Foundation for Nuclear Studies | Board | Current | Nuclear education/advocacy; cited on company profile . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Notes |
|---|---|---|---|
| 2023 | 688,088 | 85% | 2023 AIP paid at 188.25% of target for all NEOs . |
| 2024 | 717,152 | 85% | 2024 AIP paid at 168.85% of target; Barrón’s bonus = $1,023,568 . |
2024 All Other Compensation detail: perquisites $95,303; tax reimbursements $20,476; savings plan contributions $41,323; LTD premiums $3,943; total $161,045 . Perquisites include personal aircraft use ($30,927) and relocation/housing under company program ($27,570) related to move to Maryland .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcome
| Metric | Weight | Target | Actual | Payout (unweighted) | Comments |
|---|---|---|---|---|---|
| Operating Net Income | 70% | Not disclosed | Not disclosed | Not disclosed | Financial metric carries greatest weight; targets set as “challenging but achievable” . |
| Customer Satisfaction | 10% | Not disclosed | Not disclosed | Not disclosed | Operational KPI . |
| Fleetwide Capacity Factor | 10% | Not disclosed | Not disclosed | Not disclosed | Nuclear/Gen reliability KPI . |
| Dispatch Match | 7% | Not disclosed | Not disclosed | Not disclosed | Commercial ops KPI . |
| Renewable Energy Capture | 3% | Not disclosed | Not disclosed | Not disclosed | Renewable operations KPI . |
| Total AIP Payout | 100% | — | — | 168.85% of target | Barrón 2024 AIP award: $1,023,568 . |
Note: Company discloses weights and overall payout; per-metric targets/actuals are not itemized in proxy .
Long-Term Incentive Plan (LTIP) – grants and structure
- Mix: 33% time-based RSUs; 67% Performance Shares (PShares) .
- 2024 grant sizes (Barrón): RSUs 5,196; PShares (target) 10,549; grant-date fair values $660,048 (RSUs), $1,340,039 (PShares) .
- RSU vesting: ratable over 3 years; one-third vested Feb 10, 2025; next tranches vest at first regular Compensation Committee meetings in 2026 and 2027; dividend equivalents reinvest during vesting .
- PShare metrics (2024–2026 cycle): Free Cash Flow before Growth and Relative TSR, with a negative credit rating modifier; payout range 50–200% of target; dividends accrue as equivalents and vest with performance .
- 2022–2024 PShare payout: 200% of target; Barrón earned 34,836 PShares for that cycle .
| LTIP Element | 2024 Grant detail | Vesting/Measurement | Settlement |
|---|---|---|---|
| RSUs | 5,196 units; $660,048 fair value | 1/3 each in 2025, 2026, 2027; dividend equivalents reinvested | Shares on vest date (net of taxes) . |
| PShares | 10,549 target; $1,340,039 fair value | 3-year period ending 12/31/2026; metrics: FCF before Growth, rTSR; credit rating modifier | 50–200% of target; settled stock/cash per ownership guideline status . |
Recent vesting (liquidity watch)
| 2024 Vested Stock Awards (shares) | 2024 Value Realized ($) |
|---|---|
| 36,636 | 4,653,808 |
Vesting cadence and 2025 supply:
- Feb 10, 2025: RSU tranches from 2022/2023/2024 grants vested/vest; retention RSU not included .
- Oct 29, 2025: Retention RSU for Barrón (22,982 incl. accrued dividends) vests; material potential supply catalyst .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/1/2025) | 42,313 shares beneficially owned (no options); company notes directors/officers as a group hold <1% outstanding . |
| Unvested RSUs (12/31/2024) | 35,273 units; market value $7,890,923 at $223.71 . |
| Unearned PShares (12/31/2024) | 81,180 units at maximum performance marking; value $18,160,778 at $223.71 (reflects 200% scenarios for in-flight cycles) . |
| Stock ownership guidelines | CEO 6x salary; other NEOs 3x salary; all NEOs in compliance . |
| Hedging/pledging | Prohibited for directors/employees; no pledging allowed . |
| Form of equity | No stock options outstanding for NEOs (option columns blank) . |
Employment Terms
Severance, retirement, CIC, and other termination scenarios (estimated as of 12/31/2024)
| Scenario | Cash Payment ($) | Retirement Benefit Enh. ($) | Unvested Equity Value ($) | Health & Welfare ($) | Perqs/Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Retirement (eligibility note) | 1,024,000 | — | — | — | — | 1,024,000 |
| Death/Disability | 1,024,000 | — | 20,868,000 | — | — | 21,892,000 |
| Involuntary (not CIC) | 3,677,000 | 186,000 | 15,897,000 | 47,000 | 40,000 | 19,847,000 |
| Qualifying CIC termination | 4,991,000 | 338,000 | 20,868,000 | 70,000 | 40,000 | 26,307,000 |
Program design highlights:
- Change-in-control benefits are double-trigger; no excise tax gross-ups; clawbacks compliant with SEC/Nasdaq with broader discretionary policy overlay; hedging/pledging prohibited .
- Vehicle: Senior Management Severance Plan (SMSP) governs non-CIC involuntary separation; severance multiple drives cash component (company discloses totals, not multiple) .
- Retirement eligibility: as of 12/31/2024, Barrón had not reached minimum retirement age; table reflects only pro-rata AIP payout .
Pension and deferred comp:
- Plan participation: Constellation Cash Balance Pension Plan (CBPP); 2024 change in pension value: $189,460 .
- Deferred Compensation (2024): Exec contributions $71,715; company contributions $21,515; earnings $49,578; year-end balance $571,974 .
Compensation Structure Analysis
| Component | 2023 | 2024 | YoY commentary |
|---|---|---|---|
| Base salary | $692,900 target; $688,088 earned | $717,152 | +3.5% to maintain competitiveness/retention . |
| Target AIP % | 85% | 85% | Unchanged. |
| AIP payout factor | 188.25% | 168.85% | Strong formulaic outcomes in both years. |
| LTI target ($) | $1,530,000 (33% RSU/$504,900; 67% PShares/$1,025,100) | $2,000,000 (33% RSU/$660,000; 67% PShares/$1,340,000) | Larger 2024 target LTI aligns with performance/market. |
| Realized vest/value signals | 31,832–108,330 shares vested across NEOs; Barrón 36,636 shares vested; $4.65M value (2024) | — | Indicates meaningful equity realization; monitor post-vest trading windows. |
Program alignment:
- AIP heavily weighted to Operating Net Income (70%), with balanced operating KPIs tied to reliability/customer outcomes .
- LTIP links to FCF before Growth and rTSR with credit rating discipline; 2022–2024 PShare paid at 200%, consistent with outsized TSR since separation .
Performance & Track Record (context to role)
- Strategic initiatives disclosed: multi-decade Microsoft PPA enabling Three Mile Island Unit 1 restart; >$1B GSA contracts; both add 24/7 clean MWs and long-term cash flow visibility .
- Company TSR since 2022 separation: 362.61%; 1-year TSR: 92.73% to 12/31/24, well above S&P 500 and peer average .
- 2024 scale: revenue $23.568B; assets $52.926B; ~31.7 GW fleet, ~90% emissions-free .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited (alignment positive) .
- Clawbacks: SEC/Nasdaq policy plus broader misconduct/reputational harm recovery (favorable governance) .
- Related party transactions: none identified in 2024 .
- Option repricing: prohibited without shareholder approval .
- Say-on-pay: advisory vote proposed; prior feedback supportive of comp structure (no specific % disclosed) .
Equity Ownership & Upcoming Vesting Schedules (Insider Selling Pressure)
| Upcoming vesting events (indicative) | Shares | Date/Timing |
|---|---|---|
| 2024 RSU 1/3 (already vested) | Included in 2025 totals | Feb 10, 2025 |
| 2023 RSU 1/3 (second tranche) | Included in 2025 totals | Feb 10, 2025 |
| Retention RSU (inclusive of accrued dividends) | 22,982 | Oct 29, 2025 |
| 2023/2024 RSU remaining tranches | N/A | First regular Comp Committee meetings 2026, 2027 |
| PShare cycles | 2023–2025; 2024–2026 | Earn-out at cycle-end (50–200%) |
Implication: 2025 features meaningful vesting (Feb 10 tranche, plus Oct 29 retention award), creating potential supply in insider trading windows; monitor Form 4s post-vest for any sales patterns. In 2024, Barrón had 36,636 shares vest ($4.65M value) .
Employment Terms (Qualitative)
- Double-trigger CIC; severance governed by SMSP for non-CIC involuntary terminations; no individual employment agreement disclosed .
- Non-compete/solicit not itemized in proxy; SMSP governs restrictive covenants (programmatic) .
- Clawbacks apply to Section 16 officers and broadly to employees (misconduct/reputational harm) .
Expertise & Qualifications
- Deep energy-market regulatory expertise (FERC Deputy GC; Exelon SVP for federal/regulatory affairs) .
- Strategy/operator interface: data center power solutions, long-duration clean PPAs, portfolio scale-up (nuclear/renewables) .
- Education: BA (American University); JD (University of Houston Law Center); executive education (Chicago Booth) .
Investment Implications
- Pay-for-performance alignment is strong: AIP dominated by earnings; LTIP keyed to FCF and rTSR with credit discipline; 200% PShare payout for 2022–2024 coincides with outsized TSR, supporting realized equity value and incentivizing continued cash/TSR delivery .
- Retention risk appears contained: meaningful unvested RSUs/PShares ($26.1M max-marked at 12/31/24) and robust severance/CIC protection under SMSP (CIC total ~$26.3M) create strong retention economics .
- Potential near-term selling pressure: 2025 vesting (Feb and Oct retention award) could add supply; watch post-vest trading windows and Form 4s for any systematic sales .
- Governance positives: no hedging/pledging; enhanced clawbacks; no related-party transactions in 2024; no option repricing/gross-ups—reduces governance risk premium .
- Strategy execution signals: marquee agreements (Microsoft, GSA) and pursuit of Calpine acquisition point to scaled, 24/7 clean power strategy aligned to AI/data center demand and grid reliability tailwinds—areas squarely in Barrón’s strategic remit .
References:
- Constellation DEF 14A (3/19/2025) .
- Constellation DEF 14A (3/20/2024) .
- Executive profile and education (Constellation corporate site) .
- LinkedIn (role tenure, external role) .