Matthew Rogers
EXELONAbout Matthew Rogers
Matthew Rogers (age 62) is an independent director of Exelon Corporation, serving since April 2023; he chairs the Operations, Safety, and Customer Experience Committee (OSCC) and sits on the Audit and Risk Committee (ARC), where the Board has designated him an “Audit Committee Financial Expert.” His background includes senior leadership at McKinsey & Company (Energy & Sustainability practices), service as Senior Advisor to the U.S. Secretary of Energy overseeing $35B Recovery Act appropriations across ~5,000 clean energy projects, and current work as Operating Partner at Ajax Strategies, a climate-focused venture firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Sustainability Practice Leader | Senior Partner 2005–2021; Practice Leader 2015–2017; Senior Partner Emeritus since 2021 | Led Energy & Sustainability practices globally for utilities, oil majors, energy tech innovators |
| U.S. Department of Energy | Senior Advisor to the Secretary of Energy | 2009–2010 | Operational responsibility for $35B in Recovery Act appropriations funding >5,000 projects to accelerate clean energy innovation |
| U.S. Department of Energy | Advisory Board Member | 2011–2013 | Strategic advice on energy policy and programs |
| Mission Possible Partnership | Chief Executive Officer | 2022 | Led public–private partnerships toward the energy transition |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ajax Strategies (VC) | Operations Partner | Current | Focus on technologies to reduce GHG emissions |
| Natel Energy | Director | Current | Hydropower technology company |
| Upstream Tech | Director | Former | Software for water flows and land use |
| Ojjo | Director | Former | Solar foundations installer |
| National Petroleum Council | Member | Former | Industry advisory body |
| Public company boards | N/A | Current count: 0 | No other public company directorships |
Board Governance
- Committee assignments: Chair of OSCC; member of ARC; Audit Committee Financial Expert designation (with Paul Bowers and Bryan Segedi) .
- Independence: Board determined all non-employee directors (including Rogers) are independent under Nasdaq and Exelon standards; ARC and TMCC members deemed independent .
- Attendance and engagement: In 2024 the Board held six meetings, OSCC met twice and ARC met six times; each director attended at least 75% of applicable meetings and average attendance was 98%; all nominees attended the 2024 annual meeting .
- Board leadership and refresh: OSCC formed in March 2024 to strengthen operational oversight; W. Paul Bowers to serve as independent Board Chair effective April 29, 2025, reflecting continued independent leadership .
Fixed Compensation
| Component | 2024 Structure/Amounts | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | Standard non-employee director retainer |
| Committee Chair Fees | OSCC Chair: $20,000 | Chair fee schedule (ARC $25k; TMCC $20k; CGC $20k; OSCC $20k) |
| Equity Compensation | $165,000 DSUs (deferred stock units) | Granted quarterly in arrears; accumulate dividend equivalents; settled in shares at departure or age 65/72 per election |
| Deferred Cash Plan | Optional deferral of cash fees to non-qualified multi-fund plan (includes EXC stock fund) | Settled in cash per election timing |
2024 director compensation for Matthew Rogers:
| Item | Amount ($) |
|---|---|
| Cash Fees | 138,407 |
| Equity (DSUs grant-date fair value) | 165,000 |
| All Other Compensation | — |
| Total | 303,407 |
Other benefits: Matching gift program up to $15,000/year; in 2024 policy revised to eliminate tax gross-ups for directors on imputed income for spouse/guest travel (investor-friendly change) .
Performance Compensation
| Component | Performance Metrics | Vesting/Settlement | 2024 Value |
|---|---|---|---|
| Director DSUs | None (time-based equity; not performance-conditioned) | Quarterly crediting; dividend equivalents reinvested; settle in shares at departure or age 65/72 per election | $165,000 |
Exelon’s performance metrics (EPS, SAIDI/SAIFI, customer satisfaction; LTIP PSU metrics) apply to executives, not non-employee directors; director equity awards are not performance-based .
Other Directorships & Interlocks
| Company | Type | Role | Interlock / Conflict Notes |
|---|---|---|---|
| Natel Energy | Private | Director | No related person transactions disclosed for 2024; monitor potential supplier relationships |
| Upstream Tech | Private | Former Director | As above; no related transactions disclosed |
| Ojjo | Private | Former Director | As above; no related transactions disclosed |
| Public company boards | — | None | No public interlocks; outside board limit policy in place |
Expertise & Qualifications
- Energy transition and sustainability leadership; extensive global utility consulting experience; operational oversight of large-scale federal clean energy deployment at DOE .
- Audit and financial oversight capability recognized via Audit Committee Financial Expert designation, reinforcing ARC effectiveness .
- Technology and operations governance focus through OSCC chair role (overseeing reliability, safety, customer experience, and operational security) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (includes DSUs/phantom equivalents) | 7,472 units/shares for Rogers |
| Ownership as % of shares outstanding | <1% (individuals and group) |
| Shares pledged as collateral | None |
| Stock ownership guideline | 5x annual cash retainer within 5 years of election; DSUs and deferred plan share equivalents count |
| Compliance status | Not disclosed; Rogers elected April 2023—still within compliance window |
Governance Assessment
- Strengths: Independent status; OSCC chair role strengthens board oversight of operational reliability, safety, and customer experience; ARC membership with Audit Committee Financial Expert designation enhances financial and risk oversight; high board/committee attendance indicates engagement .
- Alignment: Plain-vanilla director pay structure with balanced cash/equity, DSUs aligning interests with shareholders; elimination of director tax gross-ups and prohibition on hedging/pledging support governance quality .
- Shareholder sentiment: Say-on-pay support remains strong (2024: 93.7%; five-year average 93.5%), signaling confidence in compensation governance oversight by the Board/TMCC .
- Conflicts and related-party exposure: No related person transactions identified for 2024; Rogers’ venture and private board affiliations warrant routine monitoring for supplier/vendor interactions but no conflicts disclosed .
RED FLAGS
- None disclosed: No pledging/hedging, no related-party transactions in 2024; director compensation lacks repricing or unusual guarantees .
- Watch item: External roles at climate-tech companies (e.g., Natel Energy) could present future related-party considerations if commercial relationships arise; current filings report none for 2024 .