Anna Richo

About Anna Richo

Anna Richo, age 64, is an independent director of Exelon Corporation, serving since August 2023 (tenure ~1.6 years as of the 2025 proxy). She is a former Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary at Cargill, Inc., with more than 30 years of legal and compliance leadership across regulated industries, including prior executive roles at UCB, Amgen, and Baxter Healthcare. Her board credentials emphasize corporate governance, ethics/compliance, and litigation oversight, which are well-aligned with Exelon’s risk, compliance, and operational rigor. She currently serves on Exelon’s Audit and Risk Committee (ARC) and Talent Management and Compensation Committee (TMCC) and is designated independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: All non-employee directors, including Richo, are independent under Nasdaq listing standards; ARC and TMCC members are independent .
• Committee assignments: ARC member and TMCC member (not chair). ARC met 6 times in 2024; TMCC met 5 times .
• Board engagement: The Board held six meetings in 2024; directors attended at least 75% of their meetings, averaging 98% attendance; independent directors meet in executive session at each regular Board meeting; all nominees attended the 2024 annual meeting .
• Governance policies: Limits on outside boards (non-CEO directors limited to three additional public boards), annual majority voting in uncontested elections, proxy access, special meeting rights, robust evaluation processes at Board/Committee/individual director levels .

Fixed Compensation

• 2024 program: Non-employee directors receive an annual cash retainer of $125,000 and annual DSUs valued at $165,000; committee chair fees are incremental (ARC $25,000; TMCC $20,000; CGC $20,000; OSCC $20,000). Directors may defer cash into a non-qualified plan; DSUs accrue dividend equivalents .
• 2024 Richo compensation: Cash fees $125,000; equity compensation (DSUs) $165,000; total $290,000; no “all other compensation” .

Notable policy: In 2024, Exelon eliminated tax gross-ups for directors related to spousal/guest travel (taxable income now imputed; incremental costs are generally limited to meals/activities) .

Performance Compensation

• Design: Director equity is provided as deferred stock units (DSUs) with dividend equivalents; DSUs are settled in Exelon common shares upon distribution (age 65/72 or departure) and can be taken lump sum or installments. Director equity is time-based; no performance metrics apply to director grants .

Other Directorships & Interlocks

• Current public board: Illumina (ILMN). Prior public board: Adamas Pharmaceuticals (no longer current). These are in healthcare/biotech — not Exelon’s utility operations — reducing conflict risk profile .
• Related person transactions: None identified for 2024 (company-wide) .
• Overboarding policy: Exelon limits non-CEO directors to three other public boards; Richo’s current public board count (one) is within policy .

Expertise & Qualifications

• Legal/compliance leadership across regulated industries; oversight of corporate governance, ethics/compliance, government relations, and litigation at Cargill; prior biopharma experience at UCB and Amgen; extensive IP and corporate litigation background .
• Audit committee financial expert designation applies to Bowers, Rogers, Segedi — not to Richo — reinforcing her focus on compliance/governance rather than accounting specialization .

Equity Ownership

• Director stock ownership guidelines: Directors must meet minimum stock ownership within five years; DSUs, share equivalents, and beneficially owned shares count toward compliance .
• Hedging/pledging: Company policy prohibits hedging, pledging, short sales, and derivatives; none of directors’ shares are pledged; no stock options outstanding since 2012 .

Insider trading data: Attempted to fetch Form 4 transactions for “Anna Richo” at EXC (2023–2025); data unavailable due to access error. Relying on proxy disclosures and insider trading policy prohibitions on hedging/pledging .

Governance Assessment

• Strengths:

  • Independence and active committee roles on ARC and TMCC position Richo to influence financial reporting, compliance/ethics oversight, and executive compensation design; TMCC engages independent compensation consultants (Meridian, then Willis Towers Watson), with annual independence assessments (WTW deemed independent) .
  • Board engagement practices feature high attendance (avg. 98%), regular executive sessions, and robust evaluation processes; shareholder-friendly policies include proxy access and special meeting rights; political contribution transparency is high (CPA-Zicklin score 92.9) .
  • Director equity alignment via DSUs and stock ownership guidelines; hedging/pledging prohibited; no related person transactions in 2024 .
  • Strong say-on-pay outcome (93.7% in 2024; 5-year average 93.5%), indicating broad investor support for compensation governance overseen by TMCC .

• Watch items / potential risks:

  • Short tenure (~1.6 years) may limit near-term chair eligibility or deep institutional familiarity relative to longer-tenured peers; however, Board refreshment and onboarding practices are robust .
  • No audit committee financial expert designation — her contributions will be strongest in compliance/governance rather than technical accounting; ARC has designated financial experts to complement skill mix .
  • External board service at Illumina adds time commitments; within Exelon’s overboarding policy and not a utility interlock, mitigating conflict risk .

Net view: Richo’s compliance and governance background strengthens oversight on risk, ethics, and compensation governance. Alignment mechanisms (DSUs, ownership guidelines, hedging/pledging prohibitions) and independent committee structures support investor confidence. No related-party issues disclosed; strong shareholder feedback on compensation governance is a positive signal .