Denise Galambos
EXELONAbout Denise Galambos
Denise Galambos is Exelon’s Senior Vice President and Chief People and Equity Officer, joining Exelon’s Executive Committee effective April 1, 2024 after succeeding the retiring CHRO; she previously held leadership roles at BGE and Exelon Utilities and began with Exelon in 2012 via the Constellation/BGE merger . She holds a J.D. from the University of Wisconsin Law School and a bachelor’s from Princeton University , and was listed at age 60 during her BGE tenure in Exelon’s 2023 10-K . Company performance context during her recent tenure shows Exelon revenues and EBITDA grew year over year, with the 2024 AIP paying 136.64% and the 2022–2024 LTIP PSUs paying at 83.76% after a negative TSR modifier, reflecting plan rigor and enterprise outcomes .
Company performance (FY basis):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Billions) | $21.727 | $23.028 |
| EBITDA ($USD Billions) | $6.810* | $7.189* |
*Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BGE (Exelon) | SVP, Customer Operations | 2021–2024 | Led reliability and customer operations; coordinated decarbonization and electrification strategies |
| Exelon Utilities | VP, Utility Oversight | 2020–2021 | Set cross-utility policy positions (non-wires alternatives, distribution planning) |
| BGE (Exelon) | VP, Human Resources | 2018–2020 | Oversaw labor relations, talent, succession, compensation, DEI; negotiated first labor contract |
| Exelon | Associate General Counsel (Labor & Employment) | Pre-2018 | Led labor/employment legal matters within Exelon |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hippodrome Foundation | Board member | Not disclosed | Community arts engagement in Baltimore |
| Baltimore Museum of Art | Board member | Not disclosed | Cultural institution governance |
| Baltimore Symphony Orchestra | Board member | Not disclosed | Arts/community leadership |
| SquashWise | Board member | Not disclosed | Youth development programming |
| Arts for Learning, Maryland | Board member | Not disclosed | Education-focused nonprofit governance |
Fixed Compensation
Exelon’s executive pay mix includes market-based base salary plus annual cash AIP; Denise’s individual salary, target bonus, and payouts are not separately disclosed as she was not an NEO in the 2025 proxy . The AIP design and weightings are company-wide and apply to executive officers: 60% Adjusted Operating EPS; 15% SAIDI; 15% SAIFI; 10% Customer Satisfaction Index; with a ±10% Responsible Business Modifier tied to DEI and sustainability outcomes .
Performance Compensation
AIP (Annual Incentive Plan) design and 2024 results:
| Metric | Threshold (50%) | Target (100%) | Distinguished (200%) | Actual | Payout as % of Target | Weighted Performance |
|---|---|---|---|---|---|---|
| Adjusted Operating EPS | $2.33 | $2.45 | $2.57 | $2.50 | 161.11% | 96.67% |
| SAIDI (Outage Duration) | 74 | 43 | 25 | 44 | 98.39% | 14.76% |
| SAIFI (Outage Frequency) | 0.71 | 0.54 | 0.38 | 0.51 | 118.75% | 17.81% |
| Customer Satisfaction | 7.77 | 8.02 | 8.35 | 7.89 | 74.00% | 7.40% |
| Responsible Business Modifier | — | — | — | No adjustment | 100.00% | — |
| Final AIP Performance Factor | — | — | — | — | — | 136.64% |
LTIP (PSUs 67% / RSUs 33%) metrics and 2022–2024 PSU payout:
| LTIP Metric | Threshold (50%) | Target (100%) | Distinguished (150%) | Final Performance | Performance as % of Target | Weighted Performance |
|---|---|---|---|---|---|---|
| Utility Earned ROE* | 8.3% | 9.2% | 10.1% | 9.3% | 103.96% | 34.62% |
| Utility Net Income* ($M) | $6,457 | $7,174 | $7,891 | $7,123 | 96.45% | 32.12% |
| Exelon CFO/Debt* (%) | 12.0–12.5% | 13.0–14.0% | ≥15.0% | 12.9% | 75.00% | 25.05% |
| 3-year Performance Factor | — | — | — | — | — | 91.79% |
| TSR Modifier (EXC vs UTY) | — | — | — | EXC 1.78%; UTY 10.52% | — | Modifier = (8.74%) |
| Final PSU Payout | — | — | — | — | — | 83.76% |
RSUs vest one-third per year over three years; they receive dividend equivalents subject to vesting conditions .
Equity Ownership & Alignment
| Topic | Disclosure |
|---|---|
| Stock ownership guidelines | Executives VP+ must own multiples of base salary in EXC stock within 5 years; RSUs, exercised option shares, deferred plan holdings, and directly owned shares count; PSUs do not count . |
| Hedging/pledging | Prohibited for Directors/employees and certain related persons (short sales, options, hedges, pledges, derivatives) . |
| Options | EXC has not granted stock options since 2012; none outstanding . |
| Pledging status | None of the shares owned by Directors/executive officers are pledged . |
| Beneficial ownership | Aggregate “All other executive officers” own 86,254 shares; total group beneficial ownership by Directors and executive officers is <1% of shares outstanding . |
Employment Terms
| Provision | Severance (non-CIC) | Change-in-Control (CIC) | Notes |
|---|---|---|---|
| Cash severance | 24 months of base salary + target annual incentive paid in regular payroll installments | 2.99 years of base salary + target annual incentive paid in regular payroll installments | Multiples vary for certain executives; Mr. Quiniones as example differs (not applicable to Denise) . |
| AIP for termination year | Pro-rated award, paid on timing consistent with active executives | Pro-rated award, paid on timing consistent with active executives | — |
| Equity – RSUs | Retirement/disability: unvested prior-year RSUs vest; current-year RSU vests if involuntary (other than for cause) or termination after June 30 | Generally vest upon CIC termination (subject to plan terms and release) | — |
| Equity – PSUs | Retirement/disability: prior-year PSUs vest; current-year PSU vests pro rata, based on actual performance, paid with actives | Vest based on actual or deemed performance upon CIC termination (subject to plan terms and release) | — |
| Benefits continuation | Life, disability, accident, health and other welfare benefits continue during severance period; retiree health eligibility based on age/service for certain hires | Same continuation during CIC severance period | — |
| Outplacement/financial planning | 12 months | 12 months | — |
| Clawback/recoupment | Incentive benefits subject to Exelon’s recoupment/clawback policies, including Financial Restatement Compensation Recoupment Policy | Same | Policy governance noted in 10-K exhibits signed by Denise Galambos in her officer capacity . |
| Tax gross-ups | Eliminated for executive perquisites with limited exceptions (required travel/relocation); implemented in response to investor feedback | Same | Investor engagement responsiveness noted . |
Investment Implications
- Pay-for-performance alignment: Executive incentives emphasize Adjusted Operating EPS, reliability (SAIDI/SAIFI), customer satisfaction, and long-term financial stewardship (ROE, Net Income, CFO/Debt) with a relative TSR modifier; 2024 AIP paid 136.64% and 2022–2024 PSUs paid 83.76%, indicating rigorous design with sensitivity to shareholder returns .
- Governance and alignment: Hedging/pledging bans, no options since 2012, and clawback policies reduce risk of misaligned incentives; none of the shares held by directors/executive officers are pledged, and no related person transactions were identified in 2024 .
- Retention dynamics: Senior Management Severance Plan (24 months cash; 2.99 years under CIC) plus pro-rata AIP and structured equity vesting provide stability for key officers; vesting mechanics and lack of options reduce forced-selling pressures typical of expiring options .
- Shareholder support: Say-on-pay has averaged 93.5% over five years and was 93.7% in 2024, reflecting investor endorsement of compensation structures overseen by an independent TMCC engaging WTW as its advisor .
Strengthening leadership: Exelon’s 2025 proxy highlighted additions to the Executive Committee, including Denise Galambos, supporting operational excellence and talent strategy amid Exelon’s planned $38B 2025–2028 investment program and 5–7% annualized earnings growth aspiration through 2028 .