Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2022, Exelon announced that Calvin Butler will become President
and Chief Executive Officer of Exelon Corporation (Exelon) effective December
31, 2022.
On December 6, 2022, Exelon's Board of Directors approved the following
compensation arrangements in connection with Mr. Butler's new role to be
effective December 31, 2022. Mr. Butler will receive an annual base salary of
$1,250,000 and an annual incentive plan (AIP) target opportunity of 140% of base
salary. Mr. Butler's 2022 annual incentive award will be pro-rated to reflect
his target and salary as then in effect for the portion of time spent in each
role he held during 2022. His long-term incentive (LTI) target award will be
valued at $8,000,000 beginning with the 2023-2025 three-year award cycle under
Exelon's Long-Term Incentive Plan. LTI awards include performance shares
(representing 67% of target value) and restricted stock units (representing 33%
of target value), with the performance share payout based on the achievement of
pre-established financial performance targets for each three-year performance
cycle. Mr. Butler will be provided with the lesser of 100 hours and $300,000 in
aggregate incremental cost to Exelon for personal use of Exelon's corporate
aircraft. To facilitate the assumption of his new role, Mr. Butler will be
provided with temporary housing in Chicago, Illinois (where Exelon is
headquartered) for a period of six months. Mr. Butler remains eligible for
benefits similar to those of other Exelon executives, including participation in
Exelon's health, welfare, retirement, relocation, and severance plans.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline
XBRL.
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