Carim Khouzami
EXELONAbout Carim Khouzami
Executive Vice President, Transmission & Development at Exelon, effective May 1, 2025; previously President & CEO of BGE and earlier COO and CFO of Exelon Utilities, as well as Chief Integration Officer during the Constellation merger in 2012 . He certified BGE’s SEC reports as CEO/Principal Executive Officer from at least 2021 through 2025, evidencing tenure and accountability over operational performance . Exelon delivered adjusted operating EPS of $2.50 in 2024 and maintained earned ROE around 9–10%, aligning executive incentives to utility reliability and financial execution . Over the 2022–2024 LTIP cycle, Utility Earned ROE averaged 9.3%, CFO/Debt was 12.9%, and the TSR modifier reduced payouts to 83.76% of target, reinforcing disciplined, multi-year pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exelon | EVP, Transmission & Development | 2025–present | Leads transmission operations across regions; positions Exelon for demand growth and partnerships under long-term strategic plan . |
| BGE (an Exelon company) | President & CEO | 2019–2025 (at least) | Operational leadership; reliability and customer service; certified 10-K/10-Q filings as PEO/CEO . |
| Exelon Utilities | Chief Operating Officer | Prior to BGE CEO (dates not disclosed) | Oversaw administrative and operational functions; managed large infrastructure investments across regions . |
| Exelon Utilities | Chief Financial Officer | Prior to BGE CEO (dates not disclosed) | Financial stewardship of utility portfolio . |
| Exelon | Chief Integration Officer (Constellation merger) | 2012 | Led integration during transformational M&A; established scalable operating and financial models . |
External Roles
No public-company directorships or external committee roles disclosed for Khouzami in Exelon documents reviewed. Skip.
Fixed Compensation
Not disclosed for Khouzami (not a named executive officer in the 2025 proxy). Skip.
Performance Compensation
Exelon’s executive program emphasizes pay-for-performance with balanced short- and long-term metrics; applicable enterprise-wide and used for NEOs (AIP and LTIP structure, weights, and outcomes below).
Annual Incentive Plan (AIP) Structure and 2024 Outcomes
| Metric | Weight | Target | Actual | Payout as % of Target | Notes |
|---|---|---|---|---|---|
| Adjusted Operating EPS | 60% | $2.45 | $2.50 | 161.11% | Financial rigor aligned to guidance mid-point . |
| SAIDI (Outage Duration) | 15% | 43 | 44 | 98.39% | Reliability focus . |
| SAIFI (Outage Frequency) | 15% | 0.54 | 0.51 | 118.75% | Reliability focus . |
| Customer Satisfaction Index | 10% | 8.02 | 7.89 | 74.00% | Customer experience . |
| Responsible Business Modifier | ±10% | n/a | No adj. | 100.00% | DEI/sustainability-linked modifier . |
| Final Performance Factor | — | — | — | 136.64% | Applies to NEOs; individual modifiers not used . |
Long-Term Incentive Plan (LTIP) Structure and 2022–2024 Outcomes
| Metric | Weight | Target Scale | Final Performance | Payout Contribution |
|---|---|---|---|---|
| Utility Earned ROE (avg) | 33.3% | 90–110% of target | 9.3% (103.96% of target) | 34.62% . |
| Utility Net Income ($M) | 33.3% | 90–110% of target | $7,123 (96.45% of target) | 32.12% . |
| Exelon CFO/Debt (%) | 33.4% | Threshold ≥12%; Target 13–14%; Dist. ≥15% | 12.9% (75.00% of target) | 25.05% . |
| 3-year TSR Modifier vs UTY | — | Point-to-point | EXC TSR 1.78% vs UTY 10.52% | -8.74% modifier; final LTIP payout 83.76% . |
Equity Ownership & Alignment
- Prohibition on hedging or pledging of company stock applies to all employees and directors; insider trading policy prohibits short sales, options, hedging, and pledging . The 2025 proxy further states none of the shares held by directors and executive officers are pledged .
- Stock ownership guidelines exist for executives; RSUs, ESPP, deferred comp equivalents count toward compliance, while performance shares do not; new executives have time to comply .
- Khouzami’s historical Section 16 ownership and awards:
- As of Dec 2019: 11,008 common shares (direct), ~644 401(k) shares (indirect), RSUs outstanding from 2017 (1,278), 2018 (2,257), 2019 (2,652), and 639 deferred comp equivalents; RSUs vest one-third annually at the Committee’s first annual meeting; dividends reinvested as additional units .
- As of Dec 2020: 8,872 common shares (direct), ~664 401(k) shares (indirect), RSUs from 2018 (1,184), 2019 (1,853), 2020 (5,988), and 693 deferred comp equivalents; same vesting/dividend reinvestment mechanics .
- Options: Exelon has not granted options since 2012; none outstanding .
RSU Vesting Mechanics (per Exelon LTIP and Section 16 filings)
- RSUs vest in 1/3 increments at the TMCC’s first annual meeting in each of the first, second, and third years post-grant; dividend equivalents accrue as additional RSUs and vest on the same schedule .
Employment Terms
- No individual employment agreements; compensation program uses standard plan documents with clawback features; double-trigger change-in-control framework; no excise tax gross-ups for CIC agreements .
- Severance and CIC economics (for NEOs; indicative of Exelon practice):
- Involuntary termination without cause or good reason: 24 months of base salary plus target annual incentive; prorated AIP; prorated vesting of RSUs and PSUs based on actual performance; continued health/welfare; outplacement/financial planning .
- CIC qualifying termination: 2.99 years of base salary plus target annual incentive; accelerated vesting treatment for RSUs and PSUs based on actual or deemed performance; continued benefits; outplacement; “cut-back” to avoid excise tax if beneficial .
- Clawback policy: Discretionary recoupment upon restatements tied to misconduct or in cases of significant financial loss/reputational harm due to breaches/misconduct, including restrictive covenant violations .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 19,078,000,000 | 21,727,000,000 | 23,028,000,000 |
| EBITDA ($USD) | 6,243,000,000* | 6,810,000,000* | 7,189,000,000* |
Values with an asterisk were retrieved from S&P Global.
Additional execution signals:
- 2024 adjusted operating EPS of $2.50 at the upper half of guidance, supporting AIP outcomes and dividend policy .
- 2024 operational excellence: top quartile outage metrics across utilities; SAIFI/SAIDI outcomes reflected in AIP scoring .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 93.7%; 5-year average support: 93.5%—investors view alignment as strong .
- Responsive governance: elimination of tax gross-ups for director perquisites, special meeting rights implemented in 2024, robust investor engagement .
Retention Risk and Insider Activity
- Recent Section 16 Form 4 transactions for Khouzami were not found via document search (last available Form 3/5 reflect ownership through 2020)—no evidence of recent insider selling pressure from available filings .
- Anti-hedging/pledging policy and stock ownership guidelines support alignment and reduce risk from adverse trading practices .
Investment Implications
- Incentive levers tied to EPS, reliability, customer satisfaction, and multi-year capital stewardship (ROE, CFO/Debt, Net Income) suggest continued emphasis on regulated utility execution; negative TSR modifier over 2022–2024 kept LTIP payouts below target, aligning pay with relative returns .
- Khouzami’s move to EVP Transmission & Development is strategically positioned to capture load growth and transmission investment returns, a key earnings driver across Exelon’s jurisdictions .
- Alignment is reinforced by strict anti-hedging/pledging rules, ownership guidelines, and robust clawback provisions; retention risk appears contained under Exelon’s severance/CIC framework (double-trigger, formulaic vesting), though individual contract terms for Khouzami are not disclosed .