Calvin G. Butler, Jr.
EXELONAbout Calvin G. Butler, Jr.
Calvin G. Butler, Jr. is President & CEO of Exelon, age 55, serving as CEO since 2022 and as a director since December 2022; he joined Exelon in 2008 and has ~29 years of leadership experience across utilities, regulatory, legislative, and public affairs . Exelon’s 2024 performance included adjusted operating EPS of $2.50, GAAP EPS of $2.45, and utility earned ROE of 9.1%, with top-quartile reliability across operating companies and strong customer satisfaction—key metrics tied to Butler’s incentive program . Exelon communicated operating earnings growth expectations of 5–7% through 2028 and planned $38B of capital investment in 2025–2028, underpinning long-term incentive metrics focused on net income/EPS, ROE, CFO/Debt and relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exelon Corporation | President & CEO | 2022–present | Set enterprise strategy; aligned incentives around EPS, ROE, CFO/Debt, TSR |
| Exelon Corporation | Chief Operating Officer | 2021–2022 | Enterprise operations leadership before CEO succession |
| Exelon Utilities (Exelon) | Senior EVP & CEO | 2019–2022 | Led regulated utilities; drove ROE and reliability metrics used in LTIP |
| Baltimore Gas and Electric (BGE) | CEO | 2014–2019 | Delivered top-quartile reliability; customer satisfaction foundations |
External Roles
| Organization | Role | Years |
|---|---|---|
| Emerson (EMR) | Director (current) | As of proxy filing |
| RLI Insurance Co. | Director (prior) | 2016–2023 |
| M&T Bank Corp. | Director (prior) | 2020–2022 |
| Edison Electric Institute | Vice-Chair | Current |
| Cal Ripken, Sr. Foundation | Chair | Current |
| Institute of International Education | Vice-Chair | Current |
| Civic Committee of the Commercial Club of Chicago | Member | Current |
| Economic Club of Chicago | Director | Current |
| Chief Executives for Corporate Purpose | Director | Current |
| Library of Congress, James Madison Council | Trustee | Current |
| Battelle Memorial Institute | Director | Current |
| Argonne National Laboratory | Director | Current |
| All above from Butler’s director biography . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $928,281 | $1,244,271 | $1,281,033 |
| All Other Compensation ($) | $666,150 | $483,917 | $1,209,189 |
| CEO Target Base Salary ($) | — | — | $1,288,000 |
| CEO Target Bonus % of Salary | — | — | 150% |
Key perquisites and reimbursements (2024):
- Corporate aircraft personal use: $289,005; car/driver services: $7,804; event tickets: $10,516 .
- Relocation benefits: $811,030; related tax gross-up: $14,707 .
- Company contributions to savings plans: $50,891; LTD insurance premium: $3,700 .
Policy notes:
- No employment agreements; no excise tax gross-ups for change-in-control; no option repricing; hedging/pledging prohibited .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Target | Actual | Metric Payout % | Weighted Performance |
|---|---|---|---|---|---|
| Adjusted Operating EPS* | 60% | $2.45 | $2.50 | 161.11% | 96.67% |
| SAIDI (Outage Duration) | 15% | 43 | 44 | 98.39% | 14.76% |
| SAIFI (Outage Frequency) | 15% | 0.54 | 0.51 | 118.75% | 17.81% |
| Customer Satisfaction Index | 10% | 8.02 | 7.89 | 74.00% | 7.40% |
| Responsible Business Modifier | ±10% | — | No adjustment | 100.00% | — |
| Final Performance Factor | — | — | — | — | 136.64% |
CEO payout:
| AIP Target (% of Salary) | Dollar Value of AIP Target ($) | Final Performance Factor | Actual Award ($) |
|---|---|---|---|
| 150.00% | $1,932,000 | 136.64% | $2,639,885 |
Long-Term Incentive Plan (LTIP)
Structure: 67% Performance Share Units (PSUs); 33% time-based RSUs (vest one-third per year over 3 years; dividend equivalents reinvested) .
2022–2024 PSU cycle performance:
| Metric | Threshold (50%) | Target (100%) | Distinguished (150%) | Actual | Performance as % of Target | Weighted Performance |
|---|---|---|---|---|---|---|
| Utility Earned ROE* | 8.3% | 9.2% | 10.1% | 9.3% | 103.96% | 34.62% |
| Utility Net Income* ($M) | $6,457 | $7,174 | $7,891 | $7,123 | 96.45% | 32.12% |
| Exelon CFO/Debt* (%) | ≥12.0%<12.5% | ≥13.0%<14.0% | ≥15.0% | 12.9% | 75.00% | 25.05% |
| Performance Factor | — | — | — | — | — | 91.79% |
TSR modifier and payout:
| 2022–2024 Exelon TSR | 2022–2024 UTY TSR | TSR Modifier | Performance Factor | Overall Award Payout |
|---|---|---|---|---|
| 1.78% | 10.52% | (8.74) | 91.79% | 83.76% |
CEO PSU awards and RSUs (2024 grants and 2022–2024 payouts):
| Item | Count/Value |
|---|---|
| 2024 RSUs granted (#, FV) | 88,836; $3,135,022 |
| 2024 PSUs target (#, FV) | 30,067; $6,034,030 |
| 2022–2024 PSU final shares (#, value) | 41,676; $1,690,814 (settled at $40.57 on 2/3/25) |
2025–2027 LTIP design change: Metrics equally weighted (25% each) adjusted operating EPS*, utility earned ROE*, Exelon CFO/Debt*, and 3-year relative TSR vs a custom 20-company regulated utility peer set; TSR modifier removed .
Equity Ownership & Alignment
| Measure | Value | Date |
|---|---|---|
| Total beneficial ownership (shares) | 355,715 | Feb 3, 2025 |
| CEO stock ownership guideline | 6x salary required | As of policy |
| CEO actual ownership multiple | 8.4x (compliant) | June 30, 2024 |
| Not yet vested RSUs/2022 PSUs (#, $) | 188,720; $7,103,421 | |
| Unearned PSUs target (#, $) | 308,532; $11,613,144 | |
| Options outstanding | None (no options since 2012) | |
| Pledging/Hedging | Prohibited; none of directors/executives’ shares pledged |
Trading considerations:
- RSUs vest annually one-third per year across 2025–2027 from the 2024 grant; PSUs from 2023–2025 and 2024–2026 cycles vest in early 2026/2027 subject to performance; program paid 50% shares/50% cash unless >200% of ownership guideline (starting 2024–2026 cycle, payouts in shares regardless) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None; at-will |
| Severance (no CIC) | 24 months of base salary + target annual incentive; prorated AIP; prorated RSUs/PSUs based on performance; benefits; outplacement/financial planning |
| Severance (with CIC, double trigger) | 2.99 years of base salary + target annual incentive; prorated AIP; vest of RSUs and PSUs (actual/deemed performance); subsidized benefits; outplacement/financial planning; scaleback to avoid 4999 excise tax |
| Estimated payout (no CIC) | $28,279,574 total (cash, equity, benefits) |
| Estimated payout (with CIC) | $31,744,708 total |
| Clawbacks | Discretionary clawback for restatement, significant loss, reputational harm; mandatory SEC/Nasdaq restatement recoupment |
| Insider trading policy | Prohibits short sales, options, hedging, pledging; structured grant timing; ESPP available |
| Pension (CBPP, SMRP) | Present value: CBPP $478,437; SMRP $1,487,789; service 16.91 years |
| Deferred comp plan (DCP) | Aggregate balance $973,727; 2024 exec contributions $203,933; registrant contributions $37,299 |
Board Governance
- Butler serves as a director since December 2022; he is not independent (as CEO) and serves on no board committees .
- Exelon’s board leadership is separated—independent chair (Paul Bowers; transitioning as of April 29, 2025), and CEO does not serve on any committees; all committees are 100% independent, with regular executive sessions without management .
- Board/committee meeting participation: each director attended ≥75% of meetings; average attendance 98% in 2024 .
- Butler receives no additional compensation for board service beyond CEO pay .
Committee landscape:
- Audit & Risk (ARC), Corporate Governance (CGC), Talent Management & Compensation (TMCC), Operations, Safety & Customer Experience (OSCC)—independent-only membership and refreshed leadership; TMCC oversees CEO evaluation and pay, with WTW as independent consultant .
Director Compensation
| Item | Amount |
|---|---|
| CEO additional pay for board service | $0 (none) |
| Say-on-Pay (2024 outcome; 5-yr avg) | 93.7%; 93.5% |
Performance Compensation Details (CEO-target level)
| Component | 2024 Target Value |
|---|---|
| AIP Target ($) | $1,932,000 |
| LTIP Target ($) | $9,500,000 (67% PSUs; 33% RSUs) |
Equity Grant and Vesting Schedules (CEO)
| Grant | Type | Date | Quantity/FV | Vesting |
|---|---|---|---|---|
| 2024 LTIP | RSUs | 1/29/24 | 88,836; $3,135,022 | 1/3 per year over 3 years |
| 2024 LTIP | PSUs (target) | 1/29/24 | 30,067; $6,034,030 | 3-year cycle (2024–2026), performance-based |
| 2022–2024 LTIP | PSUs payout | 2/3/25 | 41,676; $1,690,814 | Settled per program; 50% shares/50% cash for 2022–2024 cycle |
Compensation Peer Group (Benchmarking)
- Blended energy services and general industry peers; removed ConocoPhillips, added Waste Management in 2024; Exelon targeted competitiveness around size-adjusted medians; Exelon revenues ~52nd percentile, market cap ~38th percentile vs peer group (as of Aug 2024) .
- Energy peers include AEP, ED, D, DUK, EIX, ETR, ES, FE, NEE, PCG, SRE, SO, XEL; General industry peers include IP, ETN, OXY, UNP, WM .
Related Party Transactions and Red Flags
- 2024 related person transactions: none identified .
- Program safeguards: no option repricing/buyouts; clawbacks; prohibition on hedging/pledging; independent chair and independent committees; strong investor engagement .
- Perquisites notable in 2024 include relocation and aircraft use; tax gross-up applied only for relocation benefit (limited exception), while general excise tax gross-ups are eliminated .
Investment Implications
- Pay-for-performance alignment is strong: AIP driven 60% by EPS and 40% by reliability/customer metrics; LTIP (historical and new design) emphasizes ROE, EPS/net income, leverage (CFO/Debt), and relative TSR, with a simplified TSR metric expanding accountability starting 2025–2027 .
- Retention risk appears contained: robust severance protection with double-trigger CIC, clear succession and committee governance, and stock ownership above guideline (8.4x vs 6x required) signals alignment; no pledging or hedging allowed .
- Insider selling pressure: annual RSU vesting and PSU settlements can create episodic supply, but programs increasingly settle in shares and clawbacks/ownership policies constrain opportunistic selling; no stock options outstanding reduces pressure from expiring instruments .
- Governance quality and shareholder support (93.7% 2024 say-on-pay; average 93.5%) support confidence in compensation oversight; however, elevated perquisite spending in 2024 (relocation, aircraft) is a watch item for optics versus investor expectations .