David Glockner
EXELONAbout David Glockner
David Glockner is Executive Vice President, Compliance, Audit and Risk at Exelon, serving since 2020; he was previously Chief Compliance Officer at Citadel LLC from 2017 to 2020, and is age 64 . Under Glockner’s tenure, Exelon delivered adjusted operating EPS of $2.50 in 2024 (top of guidance), GAAP net income of $2,460 million, and utility earned ROE of 9.1%; the 2022–2024 LTIP cycle paid out at 83.76% after a negative TSR modifier with Exelon TSR of 1.78% versus the UTY at -10.52% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citadel LLC | Chief Compliance Officer | 2017–2020 | Led compliance at a complex financial institution; relevant to Exelon’s strengthened compliance and risk oversight |
External Roles
No public company directorships or external board roles were disclosed for Glockner in Exelon’s filings .
Fixed Compensation
Multi-year fixed compensation and benefits:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $618,415 | $641,510 | $661,823 |
| All Other Compensation ($) | $102,177 | $93,186 | $102,150 |
| Perquisites ($) | $16,840 | $16,840 | $16,840 |
| Company Contributions to Savings Plans ($) | $78,730 | $— (not listed) | $78,730 |
| Company-paid Long-Term Disability Premiums ($) | $6,580 | $— (not listed) | $6,580 |
Notes:
- 2024 base salary rate set at $665,376 effective March 1, 2024 (paid amount differs due to payroll timing) .
- Perquisites include financial planning allowance, health program access, limited transportation benefits, and other modest executive benefits; personal aircraft usage was not attributed to Glockner in 2024 disclosures .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
AIP target: 80% of base salary; actual payout: $727,336 with overall factor 136.64% .
| Metric | Weight | Threshold | Target | Distinguished/Max | Actual | Perf. vs Target | Weighted Perf. |
|---|---|---|---|---|---|---|---|
| Adjusted Operating EPS ($) | 60% | $2.33 | $2.45 | $2.57 | $2.50 | 161.11% | 96.67% |
| SAIDI (minutes) | 15% | 74 | 43 | 25 | 44 | 98.39% | 14.76% |
| SAIFI (events) | 15% | 0.71 | 0.54 | 0.38 | 0.51 | 118.75% | 17.81% |
| Customer Satisfaction Index | 10% | 7.77 | 8.02 | 8.35 | 7.89 | 74.00% | 7.40% |
| Responsible Business Modifier | ±10% | — | — | — | Applied: 100% (no change) | — | — |
| Final Performance Factor | — | — | — | — | — | — | 136.64% |
AIP metrics and weights: 60% adjusted operating EPS; 15% SAIDI; 15% SAIFI; 10% Customer Satisfaction; ±10% Responsible Business modifier .
Long-Term Incentive Plan (LTIP)
2024 awards (granted Jan 29, 2024): RSUs vest 1/3 per year; PSUs tied to multi-year metrics; no stock options are outstanding or granted since 2012 .
| Instrument | Grant Date | Units/Target | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSUs | 1/29/2024 | 13,279 | $468,616 |
| PSUs (2024–2026 cycle) | 1/29/2024 | Target 26,960; Threshold 4,494; Max 53,920 | $901,945 (at target) |
2022–2024 PSU cycle results and payout:
| LTIP Metric (2022–2024) | Threshold (50%) | Target (100%) | Distinguished (150%) | Actual | Perf. vs Target | Weight | Weighted Perf. |
|---|---|---|---|---|---|---|---|
| Utility Earned ROE* (%) | 8.3% | 9.2% | 10.1% | 9.3% | 103.96% | 33.3% | 34.62% |
| Utility Net Income* ($M) | 6,457 | 7,174 | 7,891 | 7,123 | 96.45% | 33.3% | 32.12% |
| Exelon CFO/Debt* (%) | ≥12.0–<12.5 | ≥13.0–<14.0 | ≥15.0 | 12.9% | 75.00% | 33.4% | 25.05% |
| Performance Factor | — | — | — | — | — | — | 91.79% |
| TSR Modifier | — | — | — | Exelon TSR 1.78%; UTY TSR -10.52%; Modifier -8.74% | — | — | — |
| Final Payout Factor | — | — | — | — | — | — | 83.76% |
| Glockner PSU Payout | — | Target 22,080 PSUs | — | Shares: 18,494; Value: $750,310 (Feb 3, 2025 close $40.57) | — | — | — |
2025–2027 LTIP redesign: Metrics now equally weighted at 25% each—Adjusted Operating EPS*, Utility Earned ROE*, Exelon CFO/Debt*, and 3-year Relative TSR; TSR modifier removed; comparator group shifted from UTY to a custom 20-company utilities peer set .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 81,504 |
| Unvested RSUs (Dec 31, 2024) | 44,422; MV $1,672,044 (at $37.64) |
| Unearned PSUs (Target, Dec 31, 2024) | 49,710; MV $1,871,084 (at $37.64) |
| 2024 Stock Vested | 49,508 shares vested; value $1,747,139 |
| Options | None outstanding; company has not issued options since 2012 |
| Pledging/Hedging | Prohibited by policy; none of executive/Director shares pledged |
| Ownership Guideline | 3x salary requirement; actual 3.7x as of June 30, 2024 (meets/exceeds) |
Employment Terms
| Item | Terms/Values |
|---|---|
| Role Start | EVP, Compliance, Audit & Risk since 2020 |
| Employment Agreements | None; Exelon does not use executive employment agreements |
| Clawbacks | Discretionary clawback for restatements and reputational harm; mandatory recoupment policy under SEC/Nasdaq rules for material restatements |
| Severance (no CIC) | 24 months of base salary + target AIP paid in payroll installments; pro-rata AIP; prorated vesting of equity (performance shares based on actual) |
| Change-in-Control (double trigger) | 2.99 years of base salary + target AIP; pro-rata AIP; accelerated/vested equity per LTIP terms; benefits continuation and outplacement; no single-trigger payouts; excise tax gross-ups not provided |
Estimated Glockner payments by scenario (assumes Dec 31, 2024; rounded; equity valued at $37.64):
| Scenario | Cash Payment ($) | Retirement Benefit Enhancement ($) | Equity ($) | Health/Welfare ($) | Perqs/Other ($) | Scaleback ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Retirement (not retirement-eligible) | $727,336 | — | — | — | $— (financial planning only if eligible) | — | $727,336 |
| Disability | $727,336 | — | $3,543,126 | $786,498 (PV of disability benefits) | — | — | $5,056,960 |
| Death | $727,336 | — | $3,543,126 | — | — | — | $4,270,462 |
| Involuntary (no CIC) | $3,122,690 | — | $2,085,707 | $15,000 | $23,150 | — | $5,246,547 |
| Qualifying Termination (CIC) | $4,308,390 | — | $3,543,126 | $25,714 | $23,150 | $(1,098,583) (Section 280G scaleback) | $6,801,797 |
Deferred compensation (non-qualified plan):
| Year | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| 2024 | $33,269 | $51,881 | $14,296 | $381,875 |
Performance Compensation Structure Details
- AIP metrics emphasize operational reliability and customer experience alongside earnings; Responsible Business modifier ties to DEI and sustainability outcomes .
- LTIP historically weighted 67% PSUs, 33% RSUs; 2025–2027 increases accountability by embedding TSR as a core metric and removing the modifier; comparator group refined to regulated utilities peers for more accurate benchmarking .
Compensation, Governance, and Shareholder Alignment
- Say-on-Pay support: 93.7% in 2024; five-year average 93.5% .
- Compensation peer group includes 13 energy services and 5 general industry companies; Exelon at the 52nd percentile of revenues and 38th percentile of market cap; LTIP design aligns with capital intensity and regulated returns profile .
- Director and executive stock ownership requirements; hedging and pledging prohibited .
Performance & Track Record
- 2024 achievements include adjusted operating EPS of $2.50, net income $2,460 million, strong operational reliability across utilities, and robust capital execution with $7.5 billion investments, earning consolidated operating ROE of 9.1% .
- FERC audit of ComEd culminated in a settlement charge of $70 million recorded in 2024; SEC lobbying investigation was resolved via settlement in 2023; both are governance/compliance matters under Glockner’s enterprise risk oversight remit .
- TSR under the 2022–2024 LTIP cycle was modest (1.78%) against UTY (-10.52%), resulting in an 83.76% PSU payout—demonstrating balanced pay-for-performance calibration .
Compensation Structure Analysis
- Mix of pay: Significant at-risk compensation via AIP and PSUs; RSUs provide retention and balanced risk while limiting leverage versus options (none outstanding) .
- 2025 LTIP changes strengthen shareholder alignment by directly weighting TSR and increasing transparency around earnings metrics (Adjusted Operating EPS) .
- Clawback policies (discretionary and mandatory) and prohibition of hedging/pledging reinforce governance quality and compensation risk management .
Risk Indicators & Red Flags
- No option repricing; no options outstanding—reduces potential for misaligned incentives .
- No pledging of stock; hedging prohibited—positive alignment .
- Resolved SEC matter and DPA legacy risks persist as reputational considerations for regulatory outcomes in Illinois .
- ComEd FERC audit settlement ($70 million) reflects stricter cost capitalization oversight; risk mitigated via settlement and enhanced controls .
Investment Implications
- Alignment: Glockner’s ownership exceeds guidelines, with no pledging/hedging; compensation is predominantly at-risk with explicit operational and financial targets, phased vesting, and robust clawbacks—supporting alignment and retention .
- Selling pressure: RSUs vest annually and PSUs settle at cycle end; 2024 vesting of 49,508 shares indicates ongoing supply from scheduled vesting rather than discretionary selling; policy discourages hedging, and no pledging is disclosed .
- Governance risk: While legacy lobbying issues and the FERC audit settlement underscore compliance scrutiny, continued strong say‑on‑pay support and evolving LTIP design with TSR weight suggest investor-responsive governance .