Robert Lawless
Chair of the Board at CEG
Board
About Robert J. Lawless
Independent director of Constellation Energy Corporation; age 78; director since February 2022. Former Chairman, President and CEO of McCormick & Company, Inc.; prior service on boards of Constellation Energy Group (2002–2012) and Exelon Corporation (2012–2022). Currently serves on Constellation’s Corporate Governance Committee; Board has determined he is independent under Nasdaq and SEC standards; Board/committee attendance in 2024 was 100%. Mandatory retirement policy requires resignation at or before the annual meeting following a director’s 80th birthday.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCormick & Company, Inc. | Chairman of the Board; President; Chief Executive Officer | Chairman: 1997–2009; President: 1996–2006; CEO: 1997–2007 | Led global operations; deep experience in program management, finance, manufacturing, and operations |
| Constellation Energy Group | Director | 2002–2012 | Pre-merger oversight; sector expertise in power generation |
| Exelon Corporation | Director | 2012–2022 | Post-merger board experience; understanding of utility/power generation |
| Baltimore Life Companies | Director (prior) | Not disclosed | Insurance board experience (no dates provided) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company boards | None | N/A | No current public company directorships |
| Operation Walk Canada; Teen Challenge Canada; Habitat for Humanity (Fort Myers, FL; London, ON) | Director (non-profit) | Not disclosed | Community/charitable governance roles |
Board Governance
- Committee assignments: Corporate Governance Committee member; not a committee chair.
- Independence: Board affirmatively determined all non-employee directors, including Lawless, are independent under Nasdaq/SEC standards.
- Attendance and engagement: Board held six meetings in 2024; attendance at Board and committee meetings was 100% across directors. Directors expected to attend all meetings and annual meeting; regular executive sessions of independent directors occur.
- Board structure signals: Classified board is being fully declassified after the 2026 annual meeting; annual elections thereafter.
- Lead Independent Director policy: Defined duties and selection protocol if Chair/CEO roles are combined or Chair is not independent; currently roles of CEO and Board Chair are separated.
- Related party oversight: Corporate Governance Committee reviews any related person transactions ≥$120,000; none identified in 2024.
Fixed Compensation
| Component | 2024 Value (USD) |
|---|---|
| Fees Earned or Paid in Cash | $325,000 |
| Stock Awards (DSUs – quarterly grants) | $170,000 (grant-date fair values across 4 quarters) |
| All Other Compensation | $30,430 (aggregate incremental cost for approved personal use of corporate aircraft) |
| Total | $525,430 |
- Program structure: Non-employee director annual cash retainer $125,000; additional cash retainers for Board Chair ($200,000) and committee chairs (Audit & Risk $25,000; Compensation $20,000; Corporate Governance $20,000; Nuclear Oversight $20,000 for all members). Special committees: $5,000 per quarter. No per-meeting fees.
- Equity structure: Through 2024, director equity provided as Deferred Stock Units (DSUs) credited quarterly, with dividend equivalents reinvested; beginning in 2025, annual awards in advance with option to defer or receive 1-year RSUs (program change to align with peers).
Performance Compensation
Directors at Constellation do not have performance-conditioned compensation; director equity (DSUs/RSUs) vests based on service/time and accrues dividend equivalents. No director-specific performance metrics are tied to pay.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other current public company boards | None |
| Compensation Committee interlocks | None disclosed; no executive officers served on boards of entities whose executives serve on Constellation’s Compensation Committee; no Compensation Committee member was a company officer/employee in 2024. |
Expertise & Qualifications
- Large-cap public company leadership and operations: Former Chairman/President/CEO of McCormick; broad program management, finance, manufacturing, and operations experience.
- Sector knowledge: >20 years of board service across Exelon and Constellation Energy Group, bringing deep understanding of utility and power generation businesses.
- Strategic planning, risk management, and international/business leadership credentials highlighted by the Board as key contributions.
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficially owned shares (as of Mar 1, 2025) | 159,156 |
| Deferred Stock Units (DSUs) balance (Dec 31, 2024) | 105,157 (includes legacy DSUs to be settled in cash 1:1) |
| Ownership as % of shares outstanding | ~0.05% (159,156 / 313,309,685) |
| Pledged shares | None disclosed; hedging/pledging prohibited by insider trading policy |
| Director stock ownership guideline | 5× annual cash retainer; compliance required within 5 years of initial election; DSUs and beneficial shares count toward guideline. |
Governance Assessment
- Effectiveness: Lawless is an experienced independent director with strong attendance and engagement, serving on the Corporate Governance Committee, which oversees director nominations, non-employee director compensation, sustainability oversight, and related party transaction reviews—key levers of governance quality.
- Alignment: Material personal equity holdings and DSUs, plus robust ownership guidelines (5× retainer) and prohibitions on hedging/pledging, support investor alignment; no related party transactions were identified in 2024.
- Conflicts/Interlocks: No current public company directorships and no disclosed interlocks reduce conflict risk and information flow concerns across competitor/supplier/customer ecosystems.
- Compensation optics: Cash and equity are within the established director program; modest “other comp” reflects limited personal aircraft usage approved by the company, which is disclosed transparently.
- Refreshment/Risk signals: Board moving to annual elections in 2026; director retirement policy at age 80 implies near-term refresh considerations for Lawless (age 78), signaling proactive succession/refreshment discipline.
RED FLAGS / Watch items
- Personal aircraft usage, while modest, warrants ongoing monitoring to ensure cost discipline and optics remain acceptable to shareholders.
- Approaching mandatory retirement threshold could drive near-term changes in committee composition and continuity planning; ensure transition plans maintain governance effectiveness.