David DeWalt
EXELONAbout David DeWalt
David DeWalt (age 60) is an independent director of Exelon, appointed March 10, 2025. He is Founder, Managing Director, and CEO of NightDragon, with over 30 years leading and transforming cybersecurity and technology companies; his addition was intended to deepen Exelon’s board expertise in cybersecurity, physical security, technology, and privacy . As of filing, he had no committee assignments; new directors attend all committee meetings for at least two cycles before formal assignment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FireEye Inc. | Chairman of the Board; Chief Executive Officer | Chairman 2012–2017; CEO 2012–2016 | Led global network cybersecurity company |
| McAfee, Inc. | President and Chief Executive Officer | 2007–2011 | Led security technology company |
| EMC Corporation | Executive Vice President; President – Customer Operations and Content Management Software | 2003–2007 | Senior leadership at information infrastructure provider |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines (DAL) | Director (current) | Not stated | Current public company board |
| Five9, Inc. | Director (prior) | 2016–2024 | Prior public company board |
| NightDragon Acquisition Corp. | Director (prior) | 2017–2022 | Prior public company board |
| ForgeRock Inc. | Director (prior) | 2017–2022 | Prior public company board |
| Forescout Technologies, Inc. | Director (prior) | 2015–2020 | Prior public company board |
| Claroty | Director (current) | Not stated | Private cybersecurity company |
| CISA Cybersecurity Advisory Committee | Vice Chair | Not stated | Federal advisory role |
| National Security Telecommunications Advisory Committee | Member | Not stated | Federal advisory role |
Board Governance
- Independence: All non-employee directors and nominees (including DeWalt) are independent under Nasdaq and Exelon standards; the CEO is not independent .
- Committee assignments: None as of appointment; onboarding includes attending all committees for at least two cycles before assignment .
- Board leadership: Board led by an independent chair; following 2025 annual meeting, Paul Bowers was selected to serve as independent Board Chair, assuming election .
- Attendance: In 2024, the Board held six meetings; each director attended at least 75% of meetings of the Board and committees on which they served, with average attendance of 98% (DeWalt joined in 2025; 2024 rates do not include him) .
- Executive sessions: At each regular Board meeting, time is reserved for independent directors to meet in executive session without the CEO present .
- Election/say-on-pay outcomes: DeWalt received 99.7% FOR votes in his 2025 election; say‑on‑pay passed with 89.8% FOR (five‑year average support 93.5%) .
Fixed Compensation
Exelon’s director pay program targets median peer compensation and comprises cash and equity.
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (non-employee director) | $125,000 | Paid in cash; directors may defer into nonqualified plan |
| Board Chair Fee (additional) | $180,000 | Incremental cash for Board Chair |
| Committee Chair Fees | ARC: $25,000; TMCC: $20,000; CGC: $20,000; OSCC: $20,000 | Incremental cash for chair roles |
| Equity Award (DSUs) | $165,000 | Granted quarterly in arrears as DSUs; earn dividend equivalents; settled in Exelon shares at distribution |
| Mix (excluding chair fees) | 43% cash / 57% equity | Program design |
| Deferral | Available | Directors may defer cash into multi-fund plan including Exelon stock fund; settled in cash |
| Tax gross-ups | Eliminated for director spousal/guest travel in 2024 | Policy revised to remove tax gross-ups for additional taxable income from spousal/guest travel |
Notes: DeWalt joined in March 2025; 2024 director compensation tables therefore do not include him .
Performance Compensation
Directors do not receive performance-based compensation; equity is in the form of DSUs with time-based accrual.
| Element | Performance Metric | Vesting/Settlement | Source |
|---|---|---|---|
| Deferred Stock Units (DSUs) | None (time-based accrual; dividend equivalents) | Granted quarterly in arrears; DSUs settled in Exelon shares at distribution per director election | |
| Stock Options | Not granted | Company has not issued stock options since 2012 (no options outstanding) |
Other Directorships & Interlocks
- Current public board: Delta Air Lines; prior public boards include Five9, NDAC, ForgeRock, and Forescout .
- Interlock/conflict review: Exelon reported no related person transactions for 2024; CGC oversees related-person transaction policy and approvals . No director-specific related-party dealings involving DeWalt are disclosed .
Expertise & Qualifications
- Board added DeWalt to deepen expertise in cybersecurity, physical security, technology, and privacy .
- Board has a Cybersecurity Oversight Policy; cybersecurity is a full Board risk oversight area .
- Broader Board governance practices include all committees being composed of independent directors and regular executive sessions .
Equity Ownership
| Holder | Total Shares Owned Directly or Indirectly (incl. DSUs/phantoms) | Notes |
|---|---|---|
| David DeWalt | — | Elected March 10, 2025; ownership table as of Feb 3, 2025 shows “—”; DSUs to be granted March 31, 2025 were excluded from the table’s determination date . |
| Pledging/Hedging | None pledged; hedging/pledging prohibited for covered persons (incl. directors) | Insider Trading Policy prohibits hedging/pledging; none of directors’ or officers’ shares are pledged . |
| Ownership guidelines | 5-year compliance window | DSUs, Exelon stock fund equivalents, and common shares count toward guidelines . |
Governance Assessment
- Strengths: High election support for DeWalt (99.7% FOR); strong say-on-pay approval (89.8% FOR; 5‑yr avg 93.5%); independent board chair structure; committees entirely independent; explicit cybersecurity oversight by full Board; director equity aligns interests via DSUs; elimination of director travel tax gross-ups in 2024; prohibition on hedging/pledging .
- Alignment: Directors must meet stock ownership guidelines within five years; DSUs accrue quarterly, supporting alignment over time .
- Engagement/attendance: Board averaged 98% attendance in 2024 with at least 75% for each director; independent executive sessions at each regular meeting; DeWalt’s 2024 attendance not applicable as he joined in 2025 .
- Potential watch items: New director with initial “—” ownership as of Feb 3, 2025; monitor DSU accumulation and guideline compliance over five years; monitor any NightDragon/portfolio relationships for related‑party transactions (none reported for 2024) .
Appendix: 2024 Director Compensation Table (Exelon non-employee directors; DeWalt not included due to 2025 appointment)
| Director Name | Cash Fees ($) | Equity Compensation ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|
| Bowers | 286,966 | 165,000 | — | 451,966 |
| Rodgers Cheshire | 287,966 | 165,000 | 15,000 | 467,966 |
| Jojo | 125,000 | 165,000 | 15,000 | 305,000 |
| Lillie | 125,000 | 165,000 | 15,000 | 305,000 |
| Richo | 125,000 | 165,000 | — | 290,000 |
| Rogers | 138,407 | 165,000 | — | 303,407 |
| Segedi | 125,000 | 165,000 | — | 290,000 |
| Young | 318,407 | 165,000 | — | 483,407 |
Note: Special one-time payments of $116,966 to Bowers and Rodgers Cheshire for extraordinary service on a special committee; matching gift program contributed $15,000 for certain directors; Anderson retired in 2024 (not shown above) .