Colette D. Honorable
EXELONAbout Colette D. Honorable
Executive Vice President, Chief Legal Officer and Corporate Secretary of Exelon (EXC); appointed effective January 1, 2025, after joining Exelon in 2023 as EVP, Public Policy and Chief External Affairs Officer; age 54 . A former FERC Commissioner (2015–2017) and past President/Chair of NARUC, Honorable brings deep regulatory, policy and legal expertise central to Exelon’s rate, capital and load-growth agendas . Company performance context: 2024 adjusted operating EPS was $2.50, at the top of guidance, and the Board targets 5–7% annualized EPS growth through 2028; utilities reported $23.1B of operating revenues in 2024 and paid $1.52 in common dividends . 2024 annual incentive plan (AIP) paid at 136.64% on company metrics; 2022–2024 LTIP PSUs paid at 83.76% after a negative TSR modifier vs the UTY index, reflecting disciplined but non-max payouts tied to ROE, net income and CFO/Debt .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Exelon | EVP, Public Policy; Chief External Affairs Officer | 2023–2024 | Led federal policy, regulatory affairs and corporate giving during build-out of Exelon’s load and rate strategies . |
| Reed Smith LLP | Partner; Energy Regulatory Group Leader; Executive Committee member | 2017–2023 | Advised Fortune 500 energy, utilities, renewables and technology firms on climate policy, environmental justice and regulatory strategy . |
| Federal Energy Regulatory Commission (FERC) | Commissioner | 2015–2017 | Federal market design, transmission and reliability oversight; informs EXC’s PJM/FERC positioning . |
| Arkansas Public Service Commission | Commissioner and Chairman | 2006–2014 | State-level rate and utility regulation leadership . |
| State of Arkansas (various) | Legal/executive roles (civil litigation, consumer protection, workforce/legal services) | N/A | Public-sector regulatory and legal leadership . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NARUC | Past President and Chairman of the Board | Past | National utility-regulatory leadership network . |
| National Academies | Board of Energy and Environmental Systems, Member | Current | Independent advisory on energy systems and policy . |
| Energy Regulators Regional Association | Strategic Advisory Board, Vice Chair | Current | Global regulatory collaboration and best-practice exchange . |
| Bipartisan Policy Center | Senior Fellow | Current | Policy development and bipartisan stakeholder engagement . |
| Energy Futures Initiative | Global Advisory Board Member | Current | Energy transition advisory and thought leadership . |
| Clean Energy Education & Empowerment (C3E) | Ambassador | Current | Workforce and DEI in clean energy . |
| Economic Club of Washington, DC; Executive Leadership Council; AABE; Energy Bar Association; WCEE; Women’s Energy Resource Council | Member/participant | Current | Policy influence, professional networks and diverse stakeholder access . |
Fixed Compensation
Exelon does not disclose individual compensation for non-NEO executive officers in the proxy; program structure for executive officers (including the CLO) is as follows.
| Component | Structure | Notes |
|---|---|---|
| Base Salary | Market-based, reviewed annually | TMCC oversees executive officers’ compensation (other than CEO) upon CEO recommendation . |
| Benefits & Perks | Limited, market-based | Includes limited personal use of aircraft (subject to caps), car/driver, relocation, financial planning, etc.; tightly controlled and disclosed; no option grants since 2012 . |
Performance Compensation
All executive officers participate in Exelon’s incentive plans with identical plan designs to the NEOs; payouts vary by role and target.
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Annual Incentive Plan (AIP) design and 2024 outcome: | Metric | Weight | Target/Definition | 2024 Outcome | Weighting effect | |---|---:|---|---:|---:| | Adjusted Operating EPS (non-GAAP) | 60% | $2.45 target; threshold $2.33; distinguished $2.57 | $2.50 → 161.11% | 96.67% | | SAIDI (Outage Duration) | 15% | Reliability duration target | 44 vs 43 target → 98.39% | 14.76% | | SAIFI (Outage Frequency) | 15% | Reliability frequency target | 0.51 vs 0.54 target → 118.75% | 17.81% | | Customer Satisfaction Index | 10% | Survey-based index | 7.89 vs 8.02 target → 74.00% | 7.40% | | Responsible Business Modifier | +/-10% | DEI & sustainability | No adjustment (100%) | 0.00% | | Final 2024 AIP factor | — | — | — | 136.64% |
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Long-Term Incentive Plan (LTIP) | Award | Mix | Metrics and weight | Performance window | Latest outcome | |---|---|---|---|---| | Performance Share Units (PSUs) | 67% | Utility Earned ROE (33.3%); Exelon Net Income (33.3%); Exelon CFO/Debt (33.4%); TSR modifier vs UTY | 3-year (e.g., 2022–2024) | 91.79% pre-TSR; TSR modifier (–8.74%) → 83.76% payout | | Restricted Stock Units (RSUs) | 33% | Time-vest | Vest ratably 1/3 per year over 3 years | Standard retention equity |
Equity Ownership & Alignment
| Topic | Disclosure |
|---|---|
| Stock ownership guidelines | Executives VP+ must meet minimum ownership multiples within 5 years; NEO examples: CEO 6x, other NEOs 3x salary; performance shares don’t count until vested . |
| Hedging/pledging | Prohibited for all covered persons (directors, officers, employees) . |
| Options | No option grants since 2012; none outstanding . |
| Beneficial ownership | For directors and NEOs, plus “all other executive officers” (collective) disclosed; none of the disclosed shares are pledged . |
| Trading blackouts | SOX 306 blackout: during Dec 3–week of Dec 22, 2025 ESP vendor transition, directors and executive officers (including CLO) prohibited from transactions in compensatory shares; notice signed by Colette D. Honorable . |
Employment Terms
| Topic | Terms (Senior Management Severance Plan and governance) |
|---|---|
| Employment agreement | Exelon states no employment agreements for executives; at-will employment . |
| Severance (no change in control) | 24 months of base + target bonus in payroll installments; pro-rated AIP for year of termination; pro-rated vesting of outstanding RSUs/PSUs based on actual performance; 12 months outplacement and financial planning; continued benefits per plan; subject to release . |
| Change-in-control (double-trigger) | If terminated without cause or resign for good reason within 90 days pre- or 24 months post-CoC: 2.99 years base + target bonus in installments; pro-rated AIP; vesting of equity (actual or deemed); continued benefits; 12 months outplacement/financial planning; no excise tax gross-ups; payments scaled to avoid 280G excise tax if beneficial . |
| Clawbacks | Mandatory clawback for accounting restatements (Nasdaq/SEC compliant) and discretionary clawback for misconduct causing financial loss or reputational harm . |
| Precedent for CLO role | Outgoing CLO (Gayle Littleton) receives SMSP benefits on departure, indicating CLO role coverage under SMSP . |
Performance & Track Record
| Metric (Company-level context) | 2024/Recent | Notes |
|---|---|---|
| Adjusted operating EPS | $2.50 | At the top of guidance; 5–7% EPS CAGR outlook through 2028 . |
| Dividend paid | $1.52/share | 60% payout policy; Board set 2025 quarterly dividend at $0.40 . |
| Utilities operating revenues | $23.1B | Utilities-only 2024 operating revenues . |
| Operational reliability | Top quartile SAIDI/SAIFI at multiple utilities; ComEd and PHI top decile | Supports AIP outcomes . |
| Capital plan | $38B (2025–2028) | Grid/infrastructure; ~70k jobs; rate base est. $64.1B (2025) . |
| LTIP performance (2022–2024) | 83.76% payout | TSR modifier vs UTY reduced payout . |
Compensation Structure Analysis
- High at-risk mix maintained: AIP weighted to EPS (60%) and operating reliability/customer metrics (40%); LTIP 67% PSUs with ROE, net income and CFO/Debt plus relative TSR modifier; RSUs 33% with 3-year ratable vesting .
- Shareholder-friendly features: double-trigger CoC; no excise tax gross-ups; anti-hedging/pledging; robust clawbacks; no option grants since 2012 .
- 2024 AIP paid above target (136.64%) on Company metrics; 3-year PSU payout below target (83.76%), limiting windfalls and aligning with relative TSR underperformance vs UTY over the cycle .
Compensation Peer Group and Say-on-Pay
- Benchmarking: Energy services and general industry peers (e.g., DUK, SO, NEE, AEP; UNP, WM, ETN), with size-adjusted regression; EXC revenues at 52nd percentile and market cap at 38th percentile vs peers (as of Aug 2024) .
- Say-on-pay: 2024 approval 93.7%; 5-year average 93.5% .
Related Party Transactions and Governance
- Related party transactions: None identified for 2024 .
- Insider trading and policy governance: Insider trading policy prohibits hedging/pledging and times grants without MNPI; blackout compliance reinforced via Nov–Dec 2025 8-K .
Risk Indicators & Red Flags
- Alignment risks mitigated via no options, anti-hedging/pledging, clawbacks, and double-trigger CoC; no tax gross-ups .
- Regulatory/execution risks are central to EXC; Honorable’s FERC and policy background is directly relevant to PJM/FERC outcomes and large-load interconnection strategy discussed on earnings calls .
- Blackout window (Dec 2025) temporarily constrains insider trading, reducing near-term selling pressure risk during the vendor transition .
Investment Implications
- Strong pay-for-performance architecture: Above-target AIP and sub-target PSUs over 2022–2024 indicate balanced calibration; metrics (ROE, net income, CFO/Debt) and TSR modifier align leadership with rate-base growth, balance sheet strength and relative returns .
- Retention risk moderated: SMSP provides meaningful protection (2.0x or 2.99x scenarios) and standard equity vesting, while stock ownership rules and anti-pledging/hedging ensure alignment; no single-trigger CoC or gross-ups .
- Governance quality supportive: High say-on-pay support (93.7%), no 2024 related-party transactions, and extensive clawback provisions reduce governance overhang; executive trading constrained during specified blackouts .
- Strategic edge: Honorable’s regulatory pedigree (FERC, NARUC) is a lever for value creation amid EXC’s $38B capex plan, load growth (e.g., data centers) and complex PJM/FERC processes—key drivers for earnings visibility and capital recovery .