Charisse Lillie
EXELONAbout Charisse Lillie
Independent director of Exelon (EXC) since April 2023; age 72. Former PECO director with deep background in law, public policy, corporate governance, DEI, and corporate social responsibility; prior executive roles at Comcast and partner at Ballard Spahr; currently principal of CRL Consulting LLC focused on governance and DEI advisory work . Lillie is classified independent under Nasdaq standards; EXC’s board averages 88% independence, with all non-employee directors independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRL Consulting LLC | Principal | Since 2017 | Governance/DEI advisory; corporate responsibility focus |
| Comcast Corporation | Vice President, Community Investment; previously VP, Human Resources | 2005–2017 | Led community investment and talent programs; executive oversight with Comcast Foundation |
| Comcast Foundation | President; Executive Vice President | 2008–2017 (EVP 2008–2011, 2016–2017; President 2011–2016) | Philanthropy and community engagement leadership |
| Ballard Spahr, LLP | Partner; Chair of Litigation Department | 1992–2005 (Chair 2002–2005) | Legal leadership; litigation management |
| City of Philadelphia | City Solicitor; General Counsel to Redevelopment Authority | 1988–1992 | Municipal policy/legal leadership |
| U.S. Department of Justice | Assistant U.S. Attorney (Civil Division), EDPA; Trial Attorney (Civil Rights Division) | 1978–1980; 1985–1988 | Federal litigation and civil rights enforcement |
External Roles
| Organization | Role | Status |
|---|---|---|
| Penn Mutual Life Insurance Company | Director | Current |
| Independence Health Group, Inc. | Director | Current |
| Franklin Institute Science Museum | Director | Current |
| Federal Reserve Bank of Philadelphia | Director and Chair | Prior |
| PECO Energy Company (Exelon subsidiary) | Director | Prior |
| Other public company boards | — | None; current public boards: 0 |
Board Governance
- Committee assignments: Talent Management & Compensation Committee (TMCC) and Operations, Safety & Customer Experience Committee (OSCC). Not a committee chair; TMCC is chaired by Marjorie Rodgers Cheshire, OSCC by Matthew Rogers .
- Independence: Independent director; EXC board and all committees are composed of independent directors; CEO does not serve on committees .
- Attendance and engagement: In 2024, board held six meetings; each director attended at least 75% of board/committee meetings, with average attendance of 98%; directors meet in regular executive sessions without management . In 2023, average attendance was 99% .
- Executive sessions and oversight cadence: Board and committees report regularly, with risk oversight split across ARC, TMCC, CGC, and OSCC; full board oversees cybersecurity .
| Committee | Role | 2024 Meetings | Chair | Oversight Focus |
|---|---|---|---|---|
| TMCC | Member | 5 | Marjorie Rodgers Cheshire | Executive compensation philosophy/design, CEO/NEO pay, succession, human capital risk, CD&A review |
| OSCC | Member | 2 | Matthew Rogers | Operational reliability/resiliency, safety culture, customer experience, major capital execution |
Fixed Compensation
- Program design (non-employee directors): Annual cash retainer $125,000; annual equity award $165,000 in deferred stock units (DSUs). Committee chair fees: ARC $25,000, TMCC $20,000, CGC $20,000, OSCC $20,000. Board chair receives $180,000 cash retainer. Directors may defer cash and DSUs; DSUs settle in EXC shares upon age 65/72 or departure and accrue dividend equivalents .
| Component | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | 85,508 | 125,000 |
| Equity (DSUs) ($) | 112,871 | 165,000 |
| All Other Compensation ($) | 15,461 | 15,000 |
| Total Compensation ($) | 213,840 | 305,000 |
Notes: 2024 “All Other” reflects matching gift program; EXC eliminated tax gross-ups for director spousal/guest travel in 2024—an investor-friendly change versus 2023 policy .
Performance Compensation
- Not applicable. Directors do not receive performance-tied equity or cash incentives; equity is granted as DSUs without performance conditions; EXC has not issued stock options since 2012 .
Other Directorships & Interlocks
| Company/Entity | Relationship to EXC | Potential Interlock/Conflict Commentary |
|---|---|---|
| Penn Mutual Life Insurance Company | Unrelated insurer | No disclosed related-party transactions with EXC |
| Independence Health Group, Inc. | Unrelated health insurer | No disclosed related-party transactions with EXC |
| Franklin Institute Science Museum | Non-profit | No disclosed related-party transactions with EXC |
| Federal Reserve Bank of Philadelphia | Central bank branch | Prior civic role; no EXC transactions disclosed |
EXC’s Corporate Governance Committee reported no related person transactions for 2024; same in 2023 .
Expertise & Qualifications
- Governance, legal, and public policy expertise from senior roles in municipal government, DOJ, and as law firm litigation chair; aligns with EXC’s regulatory and policy oversight needs .
- Community investment and customer engagement experience from Comcast roles; relevant to OSCC’s customer experience remit .
- DEI and corporate social responsibility leadership via CRL Consulting and Comcast Foundation; complements TMCC oversight of human capital and culture .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| DSUs held (Dec 31, 2024) (#) | 7,472 | Accrues dividend equivalents; settles in EXC shares |
| Beneficial ownership (Feb 3, 2025) (#) | 18,413 | Includes DSUs, phantom equivalents, RSUs, directly/indirectly owned shares |
| Shares pledged | None | EXC prohibits hedging/pledging; insider policy and governance snapshot |
| Options outstanding | None; EXC has not issued options since 2012 | — |
| Ownership as % of shares outstanding | ~0.001824% (18,413 / 1,009,535,632) | Based on record-date shares outstanding |
| Director stock ownership guideline | 5× annual cash retainer within 5 years | Applies to all directors; counts DSUs and share equivalents |
Governance Assessment
- Board effectiveness and independence: Lillie serves on TMCC and OSCC—two high-impact committees overseeing pay, succession, safety, reliability, and customer experience; both committees are fully independent and meet regularly (TMCC: 5; OSCC: 2 in 2024) .
- Engagement/attendance: Strong board cadence and executive sessions; average 98% attendance in 2024; directors expected to attend annual meetings (historically achieved) .
- Pay and alignment: Director pay structure is median-targeted and equity-heavy via DSUs; 2024 total of $305,000 reflects full-year service, with equity >50% of mix—aligned to shareholder interests; elimination of director tax gross-ups in 2024 is a positive governance signal .
- Conflicts/related-party risk: No related-person transactions in 2024; none disclosed for 2023; EXC prohibits hedging/pledging; outside board service limits (max three additional for non-CEOs) reduce interlock/overboarding risk; Lillie has no current public company directorships .
- Compensation committee independence: TMCC uses independent advisors (Meridian in 2024; WTW from Oct 2024); WTW independence affirmed despite broader Company engagements; no committee interlocks or insider participation reported .
RED FLAGS: None evident. No related-party transactions; strong attendance; independent committee service; removal of tax gross-ups. Monitor external directorships for transactional ties and continued compliance with ownership guidelines over the five-year window .