Michael Brooks
EXELONAbout Michael Brooks
Michael T. Brooks is Exelon’s Senior Vice President and Chief Information Officer, joining in May 2024 and serving on the Executive Committee to drive technology, cybersecurity, and grid modernization initiatives . He holds a BA in Economics (University of Georgia) and an MBA in Accounting (American University – Kogod) . Age: 56 (external profile) . During 2024, Exelon delivered adjusted operating EPS of $2.50, at the top of guidance, and achieved a 136.64% AIP performance factor; the 2022–2024 LTIP paid at 83.76% after a negative TSR modifier, reflecting tougher relative utility sector performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LKQ Corporation | SVP & Global CIO | 2020–2024 | Led global IT strategy for Fortune 300 distributor; digital transformation and cybersecurity oversight . |
| GATX Corporation | SVP & CIO; Chief Operations Officer | 2008–2020 | Enterprise systems modernization; operations leadership in railcar leasing . |
| Constellation NewEnergy | VP & CIO | 2003–2008 | Utility retail energy IT leadership; market/customer platforms . |
| Accenture | Senior Manager | 2000–2003 | Process improvement and large-scale systems implementations . |
| Oracle | Senior Principal Consultant | 1999–2000 | ERP implementations; enterprise architecture . |
External Roles
- No public company directorships disclosed in Exelon’s proxy or 10-K (director nominees listed exclude Brooks; executive officers listed in 10-K do not include him as a director) .
Fixed Compensation
- Base salary, target bonus %, and actual bonus paid for Michael Brooks are not disclosed in SEC filings (CD&A covers only NEOs: CEO, CFO, former CLO, EVP Compliance/Audit/Risk, and COO) .
Performance Compensation
Annual Incentive Plan (AIP) Design and 2024 Outcomes (Company-Level)
| Metric | Weight | Threshold | Target | Distinguished/Max | Actual Performance | Weighted Performance | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted Operating EPS* ($) | 60% | $2.33 | $2.45 | $2.57 | $2.50 | 96.67% | Aligned to shareholder returns and dividend support . |
| SAIDI (Outage Duration) | 15% | 74 | 43 | 25 | 44 | 14.76% | Grid reliability emphasis . |
| SAIFI (Outage Frequency) | 15% | 0.71 | 0.54 | 0.38 | 0.51 | 17.81% | Grid reliability emphasis . |
| Customer Satisfaction Index | 10% | 7.77 | 8.02 | 8.35 | 7.89 | 7.40% | Customer experience focus . |
| Responsible Business Modifier | ±10% | — | — | — | Applied 0% | 100.00% | DEI and sustainability scorecard . |
| Final AIP Performance Factor | — | — | — | — | — | 136.64% | Applies to NEOs; broader executives follow the AIP framework . |
Long-Term Incentive Plan (LTIP) Design and 2022–2024 Outcomes (Company-Level)
| LTIP Metric (3-year) | Weight | Threshold (50%) | Target (100%) | Distinguished (150%) | Actual | Performance as % of Target | Weighted Performance |
|---|---|---|---|---|---|---|---|
| Utility Earned ROE* | 33.3% | 8.3% | 9.2% | 10.1% | 9.3% | 103.96% | 34.62% |
| Utility Net Income* ($M) | 33.3% | $6,457 | $7,174 | $7,891 | $7,123 | 96.45% | 32.12% |
| Exelon CFO/Debt* (%) | 33.4% | ≥12.0%<12.5% | ≥13.0%<14.0% | ≥15.0% | 12.9% | 75.00% | 25.05% |
| TSR Modifier | — | — | — | — | EXC TSR 1.78%; UTY TSR −10.52%; Modifier −8.74% | — | Overall Award Payout 83.76% |
Key plan features:
- LTIP split: 67% PSUs, 33% RSUs; RSUs vest one-third annually over 3 years; PSUs use 3-year cumulative/average financials plus a TSR modifier vs UTY .
- No stock options since 2012; none outstanding .
Equity Ownership & Alignment
- Beneficial ownership: Directors and executive officers as a group held 990,129 shares; “All other executive officers” collectively held 86,254; none of the shares owned by Directors or executive officers are pledged .
- Stock ownership guidelines: Vice Presidents and above must hold specified multiples of salary within five years; for NEOs, requirements range from 3x to 6x; shares counting include RSUs, ESPP, and direct/indirect ownership; PSUs do not count .
- Insider trading and alignment: Hedging, pledging, short sales, and derivative transactions are prohibited by policy; trades generally through 10b5-1 plans; equity awards are granted without timing to MNPI .
- Options: None outstanding; the company has not repriced or bought out options .
Employment Terms
- Employment agreements: None; executives (including NEOs) are employed at will .
- Severance (Senior Management Severance Plan – SMSP) structure disclosed for NEOs:
- Involuntary termination without cause / resignation for good reason (no change-in-control):
- 24 months continued base salary and target AIP; prorated AIP for year of termination; pro-rata vesting of RSUs and PSUs based on actual performance; continued life/health/dental and executive LTD coverage; 12 months outplacement/financial planning .
- Change-in-control double-trigger (within 90 days before or 24 months after CoC):
- 2.99 years continued base salary and target AIP; prorated AIP; RSUs vest and PSUs vest based on actual/deemed performance; continued benefits; 12 months outplacement/financial planning; payments subject to “scaleback” to avoid excise tax under IRC 4999 (no excise tax gross-ups) .
- Involuntary termination without cause / resignation for good reason (no change-in-control):
Investment Implications
- Pay-for-performance alignment: AIP performance factor of 136.64% for 2024 and LTIP payout of 83.76% (after a negative TSR modifier) indicate strong operational results but more modest 3-year capital efficiency and cash coverage vs targets; CIO incentives tie to these corporate levers, suggesting alignment with reliability, customer experience, and financial execution .
- Retention risk and severance economics: Double-trigger change-in-control protection (2.99 years salary+target bonus) and pro-rata vesting reduce near-term flight risk but increase potential CoC transaction costs; absence of employment agreements and clawback policy strengthen governance .
- Insider selling pressure: RSUs vest in equal tranches annually (1/3 over three years), creating periodic vesting events that may lead to routine Form 4 transactions; hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
- Execution focus: Board-level oversight of cybersecurity and operations, plus the explicit addition of the CIO to the Executive Committee, underscores technology-modernization and risk management as strategic priorities—relevant to load growth, grid resilience, and customer experience .
- Shareholder sentiment: Say-on-pay support averaged 93.5% over five years; 93.7% in 2024, signaling investor approval of the compensation framework that will influence CIO incentives indirectly .
Notes
- Company performance metrics and compensation outcomes cited above are Exelon-wide. Specific compensation amounts for Michael Brooks are not disclosed in SEC filings (CD&A covers NEOs). His background and appointment date are supported by external executive profiles .