Bryan Segedi
EXELONAbout Bryan Segedi
Independent director at Exelon (EXC); age 65; joined the Board in January 2024. A certified public accountant and former Deputy Global Vice Chair of Assurance at Ernst & Young LLP (EY), Segedi brings >30 years of public accounting leadership, having overseen EY’s $12B assurance business and ~77,000 professionals globally. He serves on Exelon’s Audit and Risk Committee (ARC) and is slated to assume the ARC Chair role effective late April 2025, subject to director re-election .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ernst & Young LLP | Deputy Global Vice Chair (Assurance) | 2012–2015 | Led $12B assurance service line; oversight of ~77k professionals |
| Ernst & Young LLP | Advisory Global Markets Leader | 2010–2012 | Growth initiatives and market strategy |
| Ernst & Young LLP | Americas Vice Chair | 2006–2010 | Regional leadership and client service oversight |
| Ernst & Young LLP | Vice Chair, North Central Region | 2000–2006 | Regional operations leadership |
External Roles
| Organization | Role | Since/Period | Notes |
|---|---|---|---|
| Western Alliance Bancorporation (WAL) | Director | Current | Public company directorship; listed in EXC proxy |
| W. P. Carey School of Business, Arizona State University | Executive-in-Residence | Prior | Education/mentorship role |
| Alma College | Trustee | Prior | Non-profit board service |
| Conway MacKenzie, Inc. | Director | Prior | Private company board service |
Board Governance
- Committee assignments: Member, Audit and Risk Committee (ARC); designated Audit Committee Financial Expert; approved transition to ARC Chair effective April 27, 2025 (post-annual meeting) . The director nominee grid reflects ARC Chair assignment as of April 29, 2025, assuming re-election .
- Independence: Board determined all non-employee directors (including Segedi) are independent under Nasdaq standards; ARC members are independent .
- Attendance and engagement: Board met six times in 2024; directors averaged 98% attendance, with each director ≥75% of meetings; independent directors hold executive sessions at each regular Board meeting .
- Board leadership: Independent Board Chair structure; Paul Bowers selected as incoming independent Board Chair effective after the 2025 meeting .
- Committee mandates: ARC oversees financial reporting, internal audit, compliance/ethics, enterprise risk; full Board retains primary oversight of cybersecurity .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | ARC Chair fee is $25,000; Segedi not chair in 2024; will apply prospectively if re-elected and assumes chair |
| Equity (DSUs) – annual award | $165,000 | Deferred Stock Units; granted quarterly in arrears |
| All other compensation | $0 | No matching gifts or other items disclosed for Segedi in 2024 |
| Total 2024 director compensation | $290,000 | Sum of cash and equity |
Program structure and mix:
- Director compensation targets median of peer companies; mix ~43% cash and ~57% equity (DSUs) excluding chair fees .
- DSUs accrue dividend equivalents; settled in stock upon elected distribution timing .
Performance Compensation
Directors do not receive performance-based incentive pay; equity is delivered as DSUs with dividend equivalents and time-based settlement, not tied to operational or financial metrics .
Executive performance metrics overseen by the TMCC (context for Board pay-for-performance oversight):
| Program | Metric | Weight | 2024/Latest Design Details |
|---|---|---|---|
| AIP (annual) | Adjusted Operating EPS* | 60% | 2024 target $2.45; actual $2.50; AIP factor 161.11% for EPS |
| AIP (annual) | SAIDI (Outage Duration) | 15% | Actual 44 vs 43 target; weighted 14.76% |
| AIP (annual) | SAIFI (Outage Frequency) | 15% | Actual 0.51 vs 0.54 target; weighted 17.81% |
| AIP (annual) | Customer Satisfaction Index | 10% | Actual 7.89 vs 8.02 target; weighted 7.40% |
| AIP (annual) | Responsible Business Modifier | ±10% | Applied at 0% in 2024 (no adjustment) |
| LTIP (2022–2024) | Utility Earned ROE* | 33.3% | Final 103.96% of target |
| LTIP (2022–2024) | Utility Net Income* | 33.3% | Final 96.45% of target |
| LTIP (2022–2024) | Exelon CFO/Debt* | 33.4% | Final 75.00% of target; TSR modifier applied |
| LTIP (2025–2027) | Adjusted Operating EPS* | 25% | TSR becomes a standalone 25% metric; modifier removed |
| LTIP (2025–2027) | Utility Earned ROE* | 25% | Equal-weight new design |
| LTIP (2025–2027) | Exelon CFO/Debt* | 25% | Equal-weight new design |
| LTIP (2025–2027) | 3-year TSR (custom peers) | 25% | Custom TSR comparator group of 20 utilities |
Note: Metrics are for executive pay; directors oversee design and outcomes via TMCC/Board, reinforcing pay-for-performance alignment .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Western Alliance Bancorporation (WAL) | Director | No Exelon related-person transactions in 2024; no pledging; independence affirmed; no disclosed conflicts with EXC customers/suppliers |
Expertise & Qualifications
- Audit and financial expertise; designated Audit Committee Financial Expert by the Board .
- Deep capital markets, accounting, risk management, and compliance experience from EY senior leadership roles .
- Governance experience across public/private boards and academic institutions .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Deferred Stock Units (DSUs) held (12/31/2024) | 4,504 | Includes dividend equivalents; quarterly grants in arrears |
| Total beneficial ownership (2/3/2025) | 4,504 | Includes DSUs and equivalents; less than 1% of outstanding shares |
| Shares pledged as collateral | 0 | None pledged by directors/officers per proxy |
| Director ownership guideline | Required within 5 years | DSUs and equivalents count toward compliance |
Governance Assessment
- Strengths: Incoming ARC Chair with audit committee financial expert designation; robust independence; strong board attendance; independent Board Chair structure; transparent political disclosures; elimination of tax gross-ups for director spousal/guest travel in 2024; responsive investor engagement (special meeting rights); strong say-on-pay support (93.7% in 2024; 5-year avg 93.5%) .
- Pay alignment oversight: Directors oversee a multi-metric AIP/LTIP framework linking pay to EPS, reliability, ROE, cash/debt, and TSR—updated in 2025 to strengthen TSR accountability and align with external guidance practices .
- Conflicts/related party risk: No related person transactions in 2024; auditor is PwC (not EY), mitigating prior employer conflicts; director stock pledging prohibited; insider trading policy prohibits hedging/pledging .
- Committee process quality: ARC evaluation rigor, independence controls, and pre-approval policies for audit/non-audit services; TMCC uses independent consultants (Meridian in most of 2024; WTW from Oct 2024) with independence affirmed .
- Watch items: External bank directorship (WAL) warrants routine disclosure review for any future EXC–WAL dealings; ARC chair role heightens responsibility for ethics and public official interaction oversight—policies updated April 2024 . No current red flags disclosed.
Overall, Segedi’s audit leadership and independence support board effectiveness, with clear alignment mechanisms (ownership guidelines, DSUs) and strong risk/compliance oversight structures—positively impacting investor confidence .