Peter Oppenheimer
Director at CEG
Board
About Peter Oppenheimer
Peter Oppenheimer (age 62) is an independent director of Constellation Energy (CEG), appointed in December 2024. He is the former Senior Vice President and Chief Financial Officer of Apple Inc. (2004–2014), with prior roles at Automatic Data Processing (Divisional CFO) and Coopers & Lybrand (IT consulting). He serves on CEG’s Audit & Risk and Compensation Committees and is designated an SEC “audit committee financial expert.” He is also an independent director and Audit Committee Chair of Goldman Sachs Group and Chair of Goldman Sachs Bank USA, with additional Governance and Risk Committee memberships at Goldman Sachs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Senior VP & Chief Financial Officer | 2004–2014 | Led controller, treasury, IR, tax, IT, internal audit, facilities, corp dev; deep finance/reporting rigor |
| Apple Inc. | Finance & Controllership leadership | 1996–2004 | Progressive finance roles; operational finance depth |
| Automatic Data Processing (ADP) | Divisional Chief Financial Officer | Pre-1996 (prior to Apple) | Unit-level P&L accountability; operational finance |
| Coopers & Lybrand | Consultant, Information Technologies practice | Pre-1996 (prior to Apple) | Systems and controls; technology/process perspective |
External Roles
| Company | Role | Committees |
|---|---|---|
| Goldman Sachs Group | Independent Director (since 2019), Audit Committee Chair | Governance and Risk Committees; Chair, Goldman Sachs Bank USA |
Board Governance
- Independence: Board determined all non-employee directors (including Oppenheimer) are independent under Nasdaq and SEC standards; all members of Audit & Risk and Compensation Committees are independent .
- Committee assignments: Audit & Risk; Compensation; audit financial expert designation (Oppenheimer qualifies) .
- Attendance: Board held six meetings in FY2024; attendance at Board and committee meetings was 100% (Oppenheimer joined in Dec-2024) . Audit & Risk met 5x in 2024; Compensation met 4x .
- Governance practices: Robust director stock ownership requirement (5x annual cash retainer within five years); outside board service limit (max 3) .
- Related party transactions: Corporate Governance Committee oversees a formal policy; no related person transactions identified in 2024 .
Fixed Compensation
| Component | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $5,435 |
| Meeting fees (regular) | None; no per-meeting fees for regular meetings |
| Annual Board cash retainer (program-level) | $125,000 (non-employee director) |
| Committee chair fees (program-level) | Audit & Risk: $25,000; Compensation: $20,000; Corporate Governance: $20,000; Nuclear Oversight: $20,000 (all members receive $20,000) |
Notes: Oppenheimer’s 2024 cash fees reflect proration given his December 2024 appointment .
Performance Compensation
Directors receive equity to align interests; director equity is not performance-based (DSUs historically; RSUs optional beginning 2025). Program shifted from quarterly DSUs to annual grants, with option to defer or receive RSUs vesting in one year .
| Equity Component | 2024 |
|---|---|
| Stock Awards ($) | $7,391 |
| Vehicle/Mechanics | DSUs credited quarterly based on closing price on dividend date; dividend equivalents reinvested |
Compensation Committee pay-for-performance architecture (as context for Oppenheimer’s Compensation Committee role):
- Annual Incentive Plan (AIP) metrics and weights: Operating Net Income 70%; Customer Satisfaction 10%; Fleetwide Capacity Factor 10%; Dispatch Match 7%; Renewable Energy Capture 3% .
- AIP 2024 payout factor: 168.85% of target (formulaic) .
- LTIP PShares 2024–2026: Earned based on Free Cash Flow before Growth and relative TSR, subject to credit rating modifier; targets disclosed post-cycle; 2022–2024 cycle paid 200% of target .
| Metric | 2024 AIP Weight | 2024 Outcome |
|---|---|---|
| Operating Net Income | 70% | Contributed to formulaic payout; overall factor 168.85% |
| Customer Satisfaction | 10% | Included in overall payout |
| Fleetwide Capacity Factor | 10% | Included in overall payout |
| Dispatch Match | 7% | Included in overall payout |
| Renewable Energy Capture | 3% | Included in overall payout |
| Total AIP Payout Factor | — | 168.85% of target |
| LTIP Cycle | Metric Set | Payout |
|---|---|---|
| 2022–2024 | Free Cash Flow before Growth, rTSR; credit rating modifier framework | 200% of target |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration |
|---|---|
| Goldman Sachs Group | Dual role as CEG director and GS Audit Chair may warrant monitoring if GS provides advisory, financing, or underwriting services to CEG; CEG disclosed no related person transactions in 2024 . |
Expertise & Qualifications
- Financial reporting and controls: Former Apple CFO; deep experience in accounting, corporate finance and public company reporting .
- Audit oversight: SEC “audit committee financial expert”; chairs Goldman Sachs Group Audit Committee .
- Technology and operations: Senior leadership in a large-scale technology environment (Apple), plus ADP and Coopers & Lybrand IT consulting background .
- Risk management: Experience overseeing complex financial, operational, and investment risks; current committee roles at Goldman (Governance and Risk Committees) .
Equity Ownership
| Holding | Amount |
|---|---|
| Total Deferred Stock Units (DSUs) | 29 |
| Total Shares Beneficially Owned | 29 |
| Ownership Guidelines | 5x annual cash retainer; compliance required within 5 years of initial election |
| Hedging/Pledging | Company policy prohibits hedging, short sales, derivatives, and pledging by directors and employees |
Group context: Directors and executive officers as a group hold less than 1% of shares outstanding .
Governance Assessment
-
Strengths:
- Independent status and audit financial expert designation; assigned to Audit & Risk and Compensation—high-value committees for investor protection .
- Board-wide 2024 attendance was 100%; Board and committees meet frequently; robust ERM and cyber oversight .
- Strong director ownership requirements (5x retainer), prohibition on hedging/pledging, and active shareholder engagement—with feedback supportive of compensation and governance .
- No related person transactions identified in 2024; committee infrastructure for transaction vetting .
-
Watch items / potential conflicts:
- Dual roles at Goldman Sachs (Audit Chair; Bank USA Chair) create a potential interlock risk if GS is engaged by CEG for advisory or financing; current disclosure indicates no related person transactions in 2024, but ongoing monitoring is prudent.
- Equity alignment is nascent due to December 2024 appointment (29 DSUs / 29 shares); guideline compliance expected over a five-year window .
-
RED FLAGS:
- None disclosed specific to Oppenheimer (no related party transactions; no hedging/pledging). Maintain vigilance on future corporate transactions where Goldman Sachs could be engaged to avoid perceived conflicts .