W. Paul Bowers
EXELONAbout W. Paul Bowers
Independent director of Exelon (Director since July 2021) and Board Chair-elect effective April 29, 2025, subject to re‑election. Age 68. Current committee assignments: Audit & Risk Committee (ARC) Chair; Corporate Governance Committee (CGC) member; Operations, Safety & Customer Experience (OSCC) member. Upcoming changes (effective April 27–29, 2025): stepping down as ARC Chair (Segedi to Chair), rotating off OSCC to join the Talent Management & Compensation Committee (TMCC), and becoming the independent Board Chair. Recognized by the Board as an Audit Committee Financial Expert. Separately, he serves on the board of AFLAC (AFL). Background includes CEO and CFO roles in the utility sector, providing deep regulatory and risk oversight experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Power Company | Chair and Chief Executive Officer | 2011 – 2021 | Led large regulated utility; strategic, operational, and regulatory leadership |
| Georgia Power Company | President | 2011 – 2020 | Operational leadership of state utility |
| Southern Company | Chief Financial Officer | 2008 – 2010 | Financial leadership; capital markets and controls |
| Southern Company Generation & Operations | President | 2001 – 2008 | Fleet operations and generation oversight |
| Southern Power Company | President & CEO | 2001 – 2007 | Independent power subsidiary leadership |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| AFLAC (AFL) | Director (public company) | Current | Only current public board listed for Bowers |
| Children’s Healthcare of Atlanta (CHOA) | Director | Current | Non‑profit governance |
| BrandSafway | Director | Current | Private global construction solutions provider |
| Federal Reserve Bank of Atlanta, Energy Policy Council | Member | Former | Energy policy experience |
| Metro Atlanta Chamber of Commerce | Chair | Former | Regional economic leadership |
| Nuclear Electric Insurance Limited (NEIL) | Chair | Former | Nuclear insurance and risk governance |
Board Governance
- Independence: Board determined all non‑employee directors, including Bowers, are independent under Nasdaq standards; ARC and TMCC members are independent.
- Board leadership transition: Board selected Bowers as the next independent Board Chair, effective after the 2025 annual meeting; the Chair/CEO roles remain separated.
- Committee assignments (2024 actual vs 2025 changes):
- 2024: ARC (Chair; 6 meetings), CGC (member; 5 meetings), OSCC (member; OSCC formed in Mar 2024; 2 meetings held in 2024).
- Effective Apr 27–29, 2025: Bowers to step down as ARC Chair (Segedi becomes Chair), leave OSCC, join TMCC, and serve as Board Chair (if re‑elected).
- Attendance and engagement: Board held six meetings in 2024; each director attended at least 75% of Board/committee meetings served; average attendance 98%; all director nominees attended the 2024 annual meeting.
Committee Snapshot (2024)
| Committee | Role | Independence | Meetings (2024) |
|---|---|---|---|
| Audit & Risk Committee (ARC) | Chair (Bowers) | 100% independent; Bowers designated as Audit Committee Financial Expert | 6 |
| Corporate Governance Committee (CGC) | Member (Bowers) | 100% independent | 5 |
| Operations, Safety & Customer Experience (OSCC) | Member (Bowers) | 100% independent | 2 (OSCC created Mar 2024; first meeting 3Q24) |
Fixed Compensation
Director Compensation Program Structure (2024)
| Component | Amount (USD) |
|---|---|
| Annual Cash Retainer (non‑employee director) | $125,000 |
| Annual Equity Award (DSUs) | $165,000 |
| Board Chair Retainer (additional) | $180,000 |
| Committee Chair Retainers: ARC / TMCC / CGC / OSCC | $25,000 / $20,000 / $20,000 / $20,000 |
| Special Committee Fee (if formed) | $5,000 per quarter; Board may adjust for scope |
Bowers – 2024 Actual Compensation
| Year | Cash Fees ($) | Equity Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 286,966 | 165,000 | — | 451,966 |
- Notes: Cash includes standard retainers and chair fees; includes a one‑time, Board‑approved payment of $116,966 for extraordinary service on a special committee (July 2022–Dec 2023).
- Directors may defer cash retainers; deferrals can be invested in mutual funds (including an Exelon stock fund) within a non‑qualified plan and settled in cash at distribution.
Performance Compensation
| Feature | Details |
|---|---|
| Equity vehicle | Deferred Stock Units (DSUs) valued at $165,000 in 2024; DSUs granted quarterly in arrears, credited at the dividend date stock price, with dividend equivalents reinvested. |
| Vesting/settlement | DSUs settle in Exelon shares upon the earlier of reaching age 65, age 72, or Board departure; lump sum or installments per election. |
| Performance metrics | No performance metrics disclosed for director compensation; program comprises cash retainer and DSUs. Exelon has not granted stock options since 2012. |
Other Directorships & Interlocks
| Company | Ticker | Role | Interlocks/Related Party Notes |
|---|---|---|---|
| AFLAC | AFL | Director | No related person transactions identified for Exelon in 2024. |
- Overboarding guardrails: Exelon limits non‑CEO directors to three additional public boards; Bowers serves on one (AFLAC), within policy.
Expertise & Qualifications
- Audit Committee Financial Expert; deep executive financial acumen as former CFO of Southern Company and CEO of Georgia Power; extensive regulatory and risk management experience in the utility sector.
- Board skills matrix reflects governance, executive leadership, strategic planning, and sector‑specific skills (energy, regulatory, risk) among key attributes.
Equity Ownership
| Measure | Amount |
|---|---|
| Total Deferred Stock Units (as of Dec 31, 2024) | 14,570 DSUs |
| Beneficial Ownership (as of Feb 3, 2025) | 31,518 total shares (includes DSUs and certain deferrals per footnote) |
| Shares pledged | None; company policy prohibits hedging and pledging, and the proxy confirms no pledged shares by directors/executives. |
| Stock options | None outstanding; no stock options granted since 2012. |
| Ownership guidelines | Directors must meet minimum stock ownership within five years of election; DSUs and certain equivalents count toward guidelines. |
Governance Assessment
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Strengths
- Independent Board Chair‑elect with deep utility and finance experience; strengthens oversight and continuity in a regulated, risk‑intensive business.
- ARC leadership and “financial expert” designation enhance financial reporting and risk oversight; ARC executed a robust 2024 agenda, including auditor oversight and risk reviews.
- Strong attendance culture (avg. 98% across Board/committees); Bowers meets independence requirements; Board and all committees are fully independent.
- Ownership alignment through DSUs; no options or pledging; hedging/pledging prohibited.
-
Watch items / RED FLAGS
- One‑time special committee payment ($116,966) increased 2024 cash fees; Board disclosed rationale (extraordinary service) and treatment as one‑time. Not inherently problematic but worth monitoring for recurrence.
- Compensation structure for directors is primarily fixed (cash + DSUs) with no explicit performance criteria; typical for U.S. boards, but investors focused on pay‑for‑performance should note lack of performance conditioning for director equity.
-
Conflicts and related‑party exposure
- No related person transactions identified for 2024; none of Bowers’ disclosed roles indicate conflicts with Exelon’s customers/suppliers.
-
Near‑term changes with governance implications
- Transition to independent Board Chair and committee rotation (off ARC Chair/OSCC; onto TMCC) broadens Bowers’ oversight scope beyond audit/risk into talent and compensation—potentially positive for holistic governance continuity.
Director Compensation Mix Context (Program)
| Cash Share | Equity Share |
|---|---|
| 43% | 57% |
Supplemental: DSU Balances by Director (as of Dec 31, 2024) – Alignment Context
| Director | DSUs (#) |
|---|---|
| W. Paul Bowers | 14,570 |
Additional Governance Practices
- Regular executive sessions of independent directors at each regular Board meeting; robust shareholder engagement program (contacted holders of >50% of shares; engaged ~30% by ownership).