Sunny Elebua
EXELONAbout Sunny Elebua
Sunny Elebua is Senior Vice President and Chief Strategy & Sustainability Officer at Exelon, responsible for enterprise strategy, sustainability, and technology/innovation programs supporting Exelon’s net‑zero GHG goal by 2050; he joined Exelon in 2008 and has served in his current role since November 2021 . He previously worked in investment banking at Wachovia Securities (Wells Fargo) and began his career at Arthur Andersen, and holds a bachelor’s degree from the University of Nigeria and an MBA from the Wharton School . Company performance context for 2024 includes adjusted operating EPS of $2.50 (above midpoint of $2.40–$2.50 guidance), earned consolidated operating ROE of 9.1%, and $7.5B of capital investment, metrics that underpin executive incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exelon | Senior Vice President, Chief Strategy & Sustainability Officer | 2021–Present | Leads integrated enterprise strategy, sustainability, and innovation; drives clean‑energy transformation |
| Exelon | Vice President, Corporate Strategy & Technology | 2016–2021 | Led corporate strategy and technology portfolio; advanced “Path to Clean” and long‑horizon tech evaluations |
| Exelon | Director, Strategy | 2013–2016 | Built strategy function capabilities across operating companies |
| Exelon | Corporate Development (M&A) | 2008–2013 | Executed renewables platform acquisition and Constellation merger |
| Wachovia Securities (Wells Fargo) | Investment Banking Associate (Energy & Power) | Pre‑2008 | Sector coverage; transaction execution experience |
| Arthur Andersen | Assurance and Business Advisory | Early career | Financial controls and advisory foundation |
External Roles
| Organization | Role | Years | Focus / Impact |
|---|---|---|---|
| Wildlife Habitat Council | Board member | Current | Corporate stewardship and biodiversity initiatives |
| Brookfield Zoo Chicago | Board member | Current | STEM education and conservation advocacy |
| National Energy Education Development (NEED) Program | Board member | Current | Energy education and community engagement |
Fixed Compensation
- Exelon discloses detailed pay elements for named executive officers (NEOs); Sunny Elebua is not listed as an NEO in the latest proxy, so individual salary/bonus details are not disclosed. The TMCC oversees compensation design for executive officers, with CEO recommendations for non‑CEO officers reflecting market, performance, retention, succession, and internal equity factors .
Performance Compensation
| Incentive Program | Metric | Weighting | Target/Design | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted Operating EPS (non‑GAAP) | 60% | Company guidance set annually (2024 guidance $2.40–$2.50) | 2024 actual $2.50 (above midpoint); AIP payouts based on metric achievement | Cash, annual payout; Responsible Business Modifier ±10% |
| Annual Incentive Plan (AIP) | SAIDI (Outage Duration) | 15% | Utility reliability targets; top‑quartile/decil emphasized | All utilities had strong SAIDI performance; PECO/BGE top quartile, PHI/ComEd top decile | Cash, annual payout |
| Annual Incentive Plan (AIP) | SAIFI (Outage Frequency) | 15% | Utility reliability targets; top‑quartile/decil emphasized | Strong SAIFI performance; PECO/BGE top quartile, PHI/ComEd top decile | Cash, annual payout |
| Annual Incentive Plan (AIP) | Customer Satisfaction Index | 10% | Customer experience goals | ComEd and PECO upheld strong top‑quartile CSAT | Cash, annual payout |
| Long‑Term Incentive (LTIP) – PSUs | Utility Earned ROE (3‑yr avg) | 33.3% of PSU | Cumulative/average over 3‑years; adjusted metrics per plan | PSU payouts tied to performance; TSR modifier vs UTY peer index | 3‑year performance cycle; TSR modifier applied |
| Long‑Term Incentive (LTIP) – PSUs | Exelon Net Income (Operating earnings) | 33.3% of PSU | Cumulative over 3‑years; adjusted non‑GAAP operating earnings | As above | 3‑year performance cycle |
| Long‑Term Incentive (LTIP) – PSUs | CFO/Debt | 33.4% of PSU | 3‑year average capital stewardship metric | As above | 3‑year performance cycle |
| Long‑Term Incentive (LTIP) – RSUs | Time‑based | 33% of LTIP | No performance metrics | N/A | Vests one‑third per year over 3 years |
- Exelon’s compensation program prohibits stock options (none issued since 2012), uses challenging targets aligned to strategy, and includes clawback policies; design emphasizes investor alignment and long‑term value creation .
Equity Ownership & Alignment
| Policy Element | Detail |
|---|---|
| Ownership requirements | Executives at VP level or above must own a multiple of base salary in Exelon stock within five years of hire/promotion (restricted shares/RSUs, ESP/DCP holdings, and common shares count; PSUs do not) . |
| Hedging/pledging | Company policy prohibits short sales, derivatives, hedging, and pledging of Exelon stock; none of directors/executive officers have pledged shares . |
| Options status | No stock options outstanding; none issued since 2012 . |
| Beneficial ownership reporting | Beneficial ownership is disclosed for directors/NEOs and as a group; “All other executive officers” collectively held 86,254 shares as of Feb 3, 2025 (individual non‑NEO holdings not itemized) . |
Employment Terms
| Topic | Terms / Practices |
|---|---|
| Employment agreements | Exelon indicates “No employment agreements” for NEOs; compensation overseen by TMCC; executives generally employed at will . |
| Severance (involuntary, no CoC) | Senior Management Severance Plan (SMSP) provides 24 months of continued base salary and target annual incentive, prorated AIP for year of termination, continued welfare benefits, prorated vesting of unvested RSUs/PSUs based on actual performance, and 12 months of outplacement/financial planning . |
| Change‑in‑Control (double‑trigger) | Upon qualifying termination within 90 days before or 24 months after a change in control, severance equals 2.99 years of base salary and target annual incentive, pro‑rated AIP, continued medical/dental/life/LTD benefits, and accelerated vesting consistent with LTIP terms . |
| Clawbacks | Mandatory recoupment policy (Nasdaq/SEC‑compliant) for accounting restatements; discretionary clawback for significant financial loss or reputational harm and restrictive covenant breaches . |
| Tax gross‑ups | No excise tax gross‑ups for change‑in‑control agreements . |
| Deferred compensation | Non‑qualified Deferred Compensation Plan permits deferral of compensation beyond qualified plan limits, with notional investment options mirroring ESP funds; distributions per Section 409A elections (program overview) . |
| Perquisites | Limited perquisites including restricted aircraft use (CEO capped), car/driver services, relocation benefits per program, financial planning, executive physicals, BYOD stipend, and skybox usage; perquisites are capped and disclosed . |
Compensation Peer Group (Benchmarking)
- Exelon uses a blended peer set with 13 energy services peers and 5 general industry peers (e.g., AEP, DUK, SO, NEE, PCG, EIX, ES; general peers include IP, ETN, UNP, WM); revenues and market cap are size‑adjusted via regression for benchmarking .
Say‑on‑Pay & Shareholder Feedback
- 5‑year average say‑on‑pay support of 93.5%; 2024 support was 93.7%, reflecting investor alignment with pay‑for‑performance design and shareholder engagement practices .
Investment Implications
- Incentive design ties a majority of variable pay to adjusted EPS and utility reliability/CSAT, with LTIP PSUs balanced across ROE, operating earnings, and CFO/Debt plus a TSR modifier against UTY peers—this favors capital discipline and operating reliability over riskier growth bets . Prohibitions on hedging/pledging and absence of options reduce misalignment and repricing risk, while ownership guidelines for VP+ executives support skin‑in‑the‑game; however, Sunny’s individual holdings and payout levels are not disclosed, limiting granular alignment assessment . SMSP double‑trigger protections and severance benefits lower immediate retention risk for senior leaders, but also create structured exit economics if strategy shifts or corporate transactions occur; robust clawbacks and governance practices mitigate misconduct and restatement risks .