Constellation Energy Corp 10-K

ITEM 9A. CONTROLS AND PROCEDURES All Registrants - Disclosure Controls and Procedures During the fourth quarter of 2021, our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures related to the recording, processing, summarizing, and reporting of information in periodic reports that we file with the SEC. These disclosure controls and procedures have been designed to ensure that (a) information, including information related to our consolidated subsidiaries, that is required to be included in filings under the Securities Exchange Act of 1934, is accumulated and made known to our management, including our principal executive officer and principal financial officer, by other employees as appropriate to allow timely decisions regarding required disclosure, and (b) this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC's rules and forms. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people. Accordingly, as of December 31, 2021, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to accomplish their objectives. Constellation - Changes in Internal Control Over Financial Reporting There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. CEG Parent - Internal Control Over Financial Reporting This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Constellation - Internal Control Over Financial Reporting Management is required to assess and report on the effectiveness of its internal control over financial reporting as of December 31, 2021. As a result of that assessment, management determined that there were no material weaknesses as of December 31, 2021 and, therefore, concluded that Constellation’s internal control over financial reporting was effective. Management’s Report on Internal Control Over Financial Reporting is included in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable PART III Constellation Energy Generation, LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K for a reduced disclosure format. Accordingly, all items in this section relating to Constellation are not presented. 161 Table of Contents ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Information about our Executive Officers as of February 25, 2022 Name Age Position Period Dominguez, Joseph 59 President and Chief Executive Officer 2022 - Present President and Chief Executive Officer, Exelon Generation Company, LLC 2021 - 2022 Chief Executive Officer, ComEd 2018 - 2021 Executive Vice President, Governmental and Regulatory Affairs and Public Policy, Exelon 2012 - 2018 Eggers, Daniel 46 Executive Vice President and Chief Financial Officer 2022 - Present Executive Vice President and Chief Financial Officer, Exelon Generation Company, LLC 2021 - 2022 Senior Vice President of Corporate Finance, Exelon 2018 - 2021 Senior Vice President of Investor Relations, Exelon 2016 - 2018 Barrόn, Kathleen 51 Executive Vice President and Chief Strategy Officer 2022 - Present Executive Vice President and Chief Strategy Officer, Exelon Generation Company, LLC 2021 - 2022 Executive Vice President of Government and Regulatory Affairs, Exelon 2018 - 2021 Senior Vice President, Competitive Market Policy, Exelon 2012 - 2018 Hanson, Bryan C. 56 Executive Vice President and Chief Generation Officer 2022 - Present Executive Vice President and Chief Generation Officer, Exelon Generation Company, LLC 2020 - 2022 President and Chief Nuclear Officer, Exelon Nuclear; Senior Vice President, Exelon Generation Company, LLC 2015 - 2020 Koehler, Michael R. 55 Executive Vice President and Chief Administration Officer 2022 - Present Executive Vice President and Chief Administration Officer, Exelon Generation Company, LLC 2021 - 2022 Senior Vice President and Chief Information and Chief Digital Officer, Exelon 2016 - 2021 McHugh, James 50 Executive Vice President and Chief Commercial Officer 2022 - Present Executive Vice President and Chief Commercial Officer, Exelon Generation Company, LLC 2021 - 2022 Executive Vice President, Exelon; Chief Executive Officer, competitive retail and commodities business, Exelon 2018 - 2021 Senior Vice President, Portfolio Management and Strategy, competitive retail and commodities business, Exelon 2016 - 2018 Dardis, David 49 Executive Vice President and General Counsel 2022 - Present Executive Vice President and General Counsel, Exelon Generation Company, LLC 2021 - 2022 Senior Vice President and General Counsel, Exelon Generation Company, LLC 2020 - 2021 Senior Vice President and General Counsel, competitive retail and commodities business, Exelon 2016 - 2020 Bauer, Matthew 45 Senior Vice President and Controller 2022 - Present Vice President and Controller, Exelon Generation Company, LLC 2016 - 2022 162 Table of Contents Information about our Board of Directors as of February 25, 2022 Name Age Committee Appointment Joseph Dominguez 59 N/A Yves de Balmann 75 Compensation (Chair), Corporate Governance Laurie Brlas 64 Audit and Risk (Chair) Rhonda Ferguson 52 Audit and Risk, Nuclear Oversight Bradley Halverson 61 Compensation, Corporate Governance Charles Harrington 63 Corporate Governance, Nuclear Oversight Julie Holzrichter 54 Audit and Risk, Compensation Ashish Khandpur 54 Compensation, Corporate Governance Robert Lawless 75 Corporate Governance (Chair) John Richardson 61 Audit and Risk, Nuclear Oversight (Chair) Yves de Balmann has served on our Board since January 2022. He has extensive experience in corporate finance, including the derivatives and capital markets as well as industry experience as a former director of Exelon from 2012 to 2022 as well as Constellation Energy Group prior to its merger with Exelon in 2012. His deep knowledge of strategic planning, compensation, governance, and investor insights will provide significant value to the Company Board. Mr. de Balmann currently serves as Executive Partner at Bridge Growth Partners, a private equity firm focusing on technology and financial services companies, and previously served as Co-Chairman of Bregal Investments LP, a private equity investing firm, from 2002 to 2012. He is also currently on the Board of Directors of ESI Group, a virtual prototyping software company. Laurie Brlas has served on our Board since January 2022, and previously served on the Exelon Board from 2018 to 2022. She has proven leadership skills derived from her significant experience as an executive leader at global, capital-intensive companies, and operations and finance experience in the natural resources industry in addition to her background in financial and governance matters that will bring valuable insights to the Company Board. Ms. Brlas served as Executive Vice President and Chief Financial Officer of Newmont Mining Corporation, a global mining company, from 2013 to 2016. Prior to that, she served in multiple senior positions between 2006 and 2013, ultimately as Executive Vice President and President, Global Operations, with Cleveland-Cliffs, Inc., a company specializing in the mining, benefication and pelletizing of iron ore. Ms. Brlas currently serves on the Boards of Directors of Albemarle Corporation (since 2017), Graphic Packaging Holding Company (since 2019) and Autoliv, Inc. (since 2020). She previously served on the Boards of Directors of Calpine Corporation (2016 to 2018) and Perrigo Company plc (2003 to 2019). Rhonda Ferguson has served on our board since January 2022. She joined Allstate Corporation in 2020 and serves as its Executive Vice President, Chief Legal Officer, General Counsel and Secretary. Prior to joining Allstate, she served as Executive Vice President, Chief Legal Officer and Secretary for Union Pacific Corporation from 2016 to 2020, and as Vice President, Secretary and Chief Ethics Officer of First Energy Corp. from 2007 to 2016. Ms. Ferguson serves on the boards for the RAND Institute for Civil Justice and Girls Inc. of Chicago. She has proven leadership skills derived from her significant experience as an executive leader at large, highly regulated companies, and her background in legal, regulatory, compliance and governance matters will bring valuable insights to the Board. Bradley Halverson has served on our Board since January 2022. He is the former Group President and Chief Financial Officer of Caterpillar Inc., the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines and locomotives. Prior to serving as Group President and CFO from 2013 to 2018, he held a series of positions with increasing responsibility during his 30-year tenure with the Fortune 100 company, including vice president, Financial Services; corporate controller, Global Finance & Strategic Services; and corporate business development manager, Corporate Services, among others since joining the company in 1988. Mr. Halverson currently serves on the boards of Sysco Corporation, Lear Corporation and Satellogic Inc. In addition, he serves on the board of Easter Seals Central Illinois, Inc. He previously served as a director for Custom Truck One Source from 2018-2021. Mr. Halverson’s deep expertise in accounting, financial reporting and 163 Table of Contents corporate finance, and his leadership experience in the areas of executive leadership and management, corporate strategy development, mergers and acquisitions, risk management, information technology systems oversight and international business will provide the Board with critical perspectives on strategic, financial and other public company issues. Charles Harrington has served on our Board since January 2022. He is the chairman and former CEO of Parsons Corporation, a technology services company in the global defense, intelligence and critical infrastructure markets. He served as Chairman and CEO of the company from 2008 to 2021, following previous roles within the company, including Executive Vice President, CFO and Treasurer; President, Commercial Technology Group; and president, Communications Technology Group, from 1999 to 2002, among others. In addition to serving as chairman of Parsons, Mr. Harrington serves on the boards of J.G. Boswell Company and California Polytechnic State University San Luis Obispo Foundation. He previously served on the board of The AES Corporation from 2013 to 2020. Mr. Harrington's extensive leadership experience in operations, finance and business development will provide significant value to the Board. Julie Holzrichter has served on our Board since January 2022. She currently serves as chief operating officer of CME Group, the world’s leading derivatives marketplace. Prior to being appointed to her current role in 2014, she held various roles of increasing responsibility, including senior managing director of Global Operations; managing director, Global Operations; and director, Operations, among others, having led the integration of global operations for a number of multi-billion-dollar mergers and acquisitions throughout her tenure. Ms. Holzrichter serves on the board of the National Futures Association and is a member of the Futures Industry Association, ChicagoFirst and the CME Group Women’s Initiative Network. Her extensive experience leading the operations of CME Group’s market operations, global command center, trading floor operations, global market solutions and services, data centers and critical infrastructure, global security, business continuity and crisis management will provide valuable insight to the Board. Ashish Khandpur has served on our Board since January 2022. He currently serves as President of the Transportation & Electronics business group for 3M Company, a Fortune 100 global corporation operating in the fields of transportation, electronics, worker safety, health care, consumer goods and industry. During his 26-year career with 3M, he has held a series of roles with increasing responsibility, including Executive Vice President, Transportation & Electronics; Executive Vice President, Electronics & Energy; and Senior Vice President, Research & Development and Chief Technology Officer, among other roles. Mr. Khandpur’s extensive engineering background and deep experience in global operations and research and development will provide an invaluable perspective to the Board. Robert Lawless has served on our Board since January 2022. He has deep executive leadership, strategic planning, and corporate governance experience, as well as industry experience as a former director of Exelon from 2012 to 2022 as well as Constellation Energy Group prior to its merger with Exelon in 2012 and will provide the Company Board with critical perspectives on governance and other public company issues. Mr. Lawless served in numerous senior level positions over a more than thirty-year career with McCormick & Company, Inc., a global food manufacturing company, including as President from 1996 to 2006, as Chief Executive Officer from 1997 to 2008, and as Chairman from 1997 until 2009. Admiral John Richardson has served on our Board since January 2022 and previously served on the Exelon Board from 2019 to 2022. His experience leading the U.S. Navy as well as his expertise in nuclear oversight and operational excellence will bring invaluable knowledge to our Board. Admiral Richardson served in various senior positions during his thirty-seven-year career with the U.S. Navy, including as Chief of Naval Operations from 2015 to 2019, Director of Naval Reactors, commander of U.S. Submarine Forces, and Director of Strategy and Policy at the U.S. Joint Forces Command. He currently serves as a director of The Boeing Company (since 2019) and BWX Technologies, Inc. (since 2020). Admiral Richardson also currently serves as a director of Sparkcognition Government Systems, a developer of A.I. solutions for multiple industries including energy, defense and finance, and of the Center for New American Security, a bipartisan think tank focused on national security, including issues around energy and geopolitics. Our Corporate Governance Board Diversity . Our Corporate Governance Committee is responsible for reviewing with the Board of Directors, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole. In 164 Table of Contents evaluating and recommending the suitability of candidates (both new candidates and current members) for election, the following factors will be taken into account: • personal and professional integrity, ethics and values; • experience in corporate management, such as serving as an officer or former officer of a publicly held company; • experience as a board member or executive officer of another publicly held company; • strong finance experience; • expertise and experience in substantive matters pertaining to our business; • diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized experience; • experience relevant to our business industry and with relevant social policy concerns; and • relevant academic expertise or other proficiency in an area of our business operations. Currently, our board evaluates each individual in the context of the Board of Directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Committees of the Board of Directors Our Board of Directors has four standing committees, an Audit and Risk Committee, a Compensation Committee, a Corporate Governance Committee, and a Nuclear Oversight Committee, each of which will have the composition and responsibilities described below. The members of the Audit and Risk, Compensation, and the Corporate Governance Committees will satisfy the applicable independence standards of the SEC and the Nasdaq Stock Market rules. The charter of each standing committee is posted on our website, www.ConstellationEnergy.com. Our Board may also establish other committees that it deems necessary or desirable from time to time. Committee memberships may be changed subject to the discretion of our Board. Audit and Risk Committee Our Audit and Risk Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Audit and Risk Committee’s responsibilities include, among other things: • Assists the Board of Directors in the oversight and review of the quality and integrity of the Company’s financial statements and internal controls over financial reporting • Appoints, retains and oversees the independent auditor and evaluates its qualifications, performance, independence and fees • Oversees the Company’s internal audit function • Reviews the processes by which the Company assesses and manages enterprise risk • Oversees compliance with the Company’s Code of Business Conduct, and the process for the receipt and responses to complaints regarding accounting, internal controls, ethics or audit matters The responsibilities of our Audit and Risk Committee are more fully described in our Audit and Risk Committee charter. Our Board of Directors has determined that each of the committee’s members satisfy the applicable independence and other requirements of the Nasdaq Stock Market and the SEC for audit committees and that Ms. Brlas, Chair of the Committee, qualifies as an “audit committee financial expert” as defined under applicable SEC rules and regulations. Compensation Committee 165 Table of Contents Our Compensation Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Compensation Committee’s responsibilities include, among other things: • Assists the Board of Directors in establishing performance criteria, evaluation, and compensation for the CEO • Approves executive compensation program design for executive officers, other than the CEO • Monitors and reviews leadership and succession information for executive roles • Retains the Committee’s independent compensation consultant • Reviews Compensation Discussion and Analysis and prepares the Compensation Committee Report for proxy statements The responsibilities of our Compensation Committee, and its procedures for the consideration and determination of executive compensation, are more fully described in our Compensation Committee charter. Our Board of Directors has determined that each of the committee’s members satisfies the applicable independence and other requirements of The Nasdaq Stock Market, the SEC and the IRS for compensation committee members. Corporate Governance Committee Our Corporate Governance Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Corporate Governance Committee’s responsibilities include, among other things: • Identifies and recommends qualified candidates for election by the Board of Directors and shareholders and oversees the Board and committee structure and compensation • Recommends Corporate Governance Guidelines and advises on corporate governance issues including evaluation processes for the Board, its committees, and directors and the CEO • Oversees the Company’s environmental strategies, including climate change and sustainability policies • Reviews the Company’s director compensation program and retains an independent compensation consultant • Has authority to retain an independent search firm to identify candidates for a director The responsibilities of our Corporate Governance Committee and the process for identifying and evaluating director nominees (including nominees recommended by shareholders) are more fully described in our Corporate Governance Committee charter. Our Board of Directors has determined that each of the committee’s members satisfy the applicable independence and other requirements of The Nasdaq Stock Market and the SEC for Corporate Governance Committee members. Nuclear Oversight Committee Our Nuclear Oversight Committee consists of three members and functions pursuant to a written charter adopted by the Board of Directors. The Nuclear Oversight Committee’s responsibilities include, among other things: • Oversees the safe and reliable operation of the Company’s nuclear generating facilities with a principal focus on nuclear safety • Oversees management and operations of the Company’s nuclear generating facilities and the overall organizational effectiveness of nuclear generating station operations • Oversees compliance with policies and procedures to manage and mitigate risks associated with the security and integrity of the Company’s nuclear generation assets • Reviews environmental, health and safety issues relating to nuclear generating facilities 166 Table of Contents The responsibilities of our Nuclear Oversight Committee are more fully described in our Nuclear Oversight Committee charter . Shareholder Nominations A shareholder who wishes to recommend a candidate (including a self-nomination) to be considered by the Corporate Governance Committee for nomination as a Director must submit the recommendation in writing to the Chair of the Corporate Governance Committee c/o the Corporate Secretary. The Corporate Governance Committee will consider all recommended candidates and self-nominees when making its recommendation to the full Board of Directors to nominate a slate of Directors for election. In order to be considered for election, nominations must comply with the requirements of the SEC and the provisions of our bylaws. Under our bylaws, notice of the proposed nomination must be received by the Company not later than the ninetieth day, or earlier than the one hundred twentieth day, prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders. Although we will not hold an annual meeting of shareholders in 2022 due to the recent completion of the separation from Exelon, for purposes of determining the timeliness of nominations for our 2023 annual meeting of shareholders, the 2022 annual meeting of shareholders will be deemed to have been held on April 26, 2022. In addition, the notice must include information required under the bylaws, including: (a) information about the nominating shareholder, (b) information about the candidate that would be required to be included in a proxy statement under the rules of the SEC, (c) a representation as to whether the shareholder intends to deliver a proxy statement to the other shareholders of CEG Parent, and (d) the signed consent of the candidate to serve as a director, if elected. Under this procedure, any shareholder can nominate any number of candidates for director for election at the annual meeting, but the shareholder’s nominees will not be included in our proxy statement or form of proxy for the meeting. Code of Conduct and Ethics In connection with the completion of the separation from Exelon, our Board of Directors, on January 31, 2022, adopted a code of conduct and ethics (the “Code of Ethics”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics is available upon written request to our corporate secretary or on our website at www.ConstellationEnergy.com. If we amend or grant any waiver from a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law. The information contained on, or accessible from, our website is not part of this annual report by reference or otherwise. ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION Compensation Discussion & Analysis As of December 31, 2021, CEG Parent and Constellation were wholly owned subsidiaries of Exelon Corporation and CEG Parent’s compensation committee had not yet been formed. All decisions regarding 2021 compensation of Constellation's and its subsidiaries’ named executive officers were made by the Compensation and Leadership Development Committee of the Exelon Board of Directors (referred to in this section as the “Exelon Compensation Committee”) if the executive previously served as an executive officer of Exelon, or otherwise by Exelon management. Following the distribution on February 1, 2022, the executive compensation programs, policies and practices for CEG Parent’s executive officers are subject to the review and approval of the Compensation Committee of CEG Parent’s Board of Directors (the “Company Compensation Committee”). For purposes of this Compensation Discussion and Analysis and the following executive compensation tables, the individuals referred to as the “named executive officers” (“NEOs”) are Constellation’s principal executive officer, principal financial officer and the three most highly compensated executive officers of Constellation and its subsidiaries’ based on 2021 compensation. The compensation discussed in this section refers to legacy Exelon compensation plans. 167 Table of Contents The individuals determined to be our NEOs based on 2021 compensation are listed below. This information reflects positions and compensation during 2021 while we were held by Exelon and does not reflect the individuals who may be identified as NEOs by us in the future. Christopher Crane (a) President and Chief Executive Officer, Exelon Joseph Dominguez (b) President and Chief Executive Officer, Constellation Kenneth W. Cornew (a) (Former) President and Chief Executive Officer, Constellation Daniel Eggers (c) Executive Vice President and Chief Financial Officer, Constellation Bryan Wright (Former) Senior Vice President and Chief Financial Officer, Constellation Bryan Hanson Executive Vice President, Chief Generation Officer, Constellation James Mchugh Executive Vice President, Chief Commercial Officer, Constellation David Rhoades Senior Vice President, President and Chief Nuclear Officer __________ (a) Mr. Crane was named principal executive officer of Constellation effective October 21, 2020. Mr. Cornew served as Senior Executive Vice President and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Constellation through his departure on March 31, 2021. (b) Mr. Dominguez was named as Executive Vice President and Chief Executive Officer of Constellation effective October 1, 2021. (c) Mr. Eggers was named as Executive Vice President and Chief Financial Officer of Constellation effective October 1, 2021. All NEOs have compensation that is structured in part like Exelon’s executive officers, based in part on overall Exelon goals as well as goals of Constellation and its subsidiaries. The Company NEOs participated in compensation programs designed to align their interests with the Company’s customers and other stakeholders. For both the CEO and NEOs, a significant portion of their compensation is tied to the achievement of short-term and long-term financial and operational goals and is paid in the form of Exelon equity with all components except for salary being “at-risk.” CEO All NEOs Base Salary 10.5 % Base Salary 20.3 % Annual Incentive Plan (AIP) 14.2 % Annual Incentive Plan (AIP) 17.5 % Long-Term Incentive Plan (LTIP) 75.3 % Long-Term Incentive Plan (LTIP) 55.0 % Pay at Risk (AIP + LTIP) 89.5 % Pay at Risk (AIP + LTIP) 72.5 % Executive Compensation Program Philosophy and Objectives The goal of the executive compensation program is to retain and reward leaders who create long-term value by delivering on objectives that support strategic business objectives. Each element of total direct compensation is based on market data, the executive’s competencies and skills, scope of responsibilities, experience and performance, retention, succession planning and organizational structure of the business. 168 Table of Contents 2021 Compensation Program Structure The 2021 compensation program is summarized below. Primary compensation elements include fixed and variable components. Pay Element Form Shareholder Alignment Salary Cash a) Fixed income at competitive, market-based levels attracts and retains top talent. Annual Incentive Plans (“AIP”) Cash b) Motivates executives to achieve key annual financial and operational goals that reflect commitment to superior operations and supporting our customers and communities Long-Term Incentive Plan (“LTIP”) Performance Shares (67% of LTIP) c) Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship d) Rewards relative achievement of financial goals and stock price compared to utility peers (“UTY”) over three-year period e) Aligns the interests of executives with stockholders by capping payouts if absolute TSR is negative for the prior 36-month period Restricted Stock (33% of LTIP) f) Balances LTI portfolio providing executive with market competitive time-based award. 2021 Base Salaries Base salaries for 2021 were determined by the Exelon Compensation Committee for Messrs. Crane, Cornew and Hanson. The Exelon Compensation Committee also set the base salary for Messrs. Dominguez and Eggers following their promotion in October 2021. When evaluating whether to make any adjustments, the Exelon Compensation Committee considers a number of factors including the outcome of the annual merit review, results of the annual market assessment of executive compensation provided by the Exelon Compensation Committee’s independent compensation consultant, the need to retain experienced executives, individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, and legacy matters. Base salaries for the remaining Constellation and subsidiary NEOs are set by the Exelon CEO. Base salaries may be adjusted (1) as part of the annual merit review or (2) based on a promotion or significant change in job scope. The Exelon CEO considers the results of the annual market assessment in addition to the following factors when contemplating a merit review: individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, and legacy matters. In January 2021 as part of its annual merit review, the Exelon Compensation Committee recommended Mr. Crane’s base salary be increased by 1% based on the annual market assessment conducted by the independent compensation consultant, Meridian Compensation Partners, LLC. At the same time, the Exelon Compensation Committee approved a 3.6% increase in base salary for Mr. Hanson and 1% increase for Mr. McHugh. Mr. Crane approved a 1% increase in base salary for Mr. Wright. All other executives were held flat. Merit increases were effective March 1, 2021. 2021 Annual Incentive Plan (AIP) Overview and Goal Setting AIP metrics are linked to business goals and strategic focus areas. The goal-setting process employs a multi-layer approach and analysis that incorporates a blend of objective and subjective business considerations and other analytical methods to ensure that the goals are sufficiently rigorous. Such considerations include: Recent History - Goals generally reflect a logical progression of results from the recent past. Relative Performance - Performance is evaluated against a relevant group of Constellation and its subsidiaries’ peers. Strategic Aspirations - Near- and intermediate-term goals follow a trend line consistent with long-term aspirations. 169 Table of Contents Shareholder Expectations - Goals are aligned with externally communicated financial guidance and shareholder expectations. Sustainable Sharing - Earned awards reflect a balanced degree of shared benefits between shareholders and participants. The following process was used to determine 2021 AIP awards for each NEO: 1) Set AIP Target - Expressed as percentage of base salary. Mr. Crane’s annual incentive target was 145% and for the other NEOs, the annual incentive targets ranged from 50%-100%. 2) Determine Performance Factor - Based on various financial and operating metrics. 3) Determine Individual Performance Multiplier (IPM) – IPM measures individual performance and ranged from 50% to 110% (target of 100%). Wright and Rhoades were the only executives eligible for an IPM up to a maximum of 110%. There were no IPMs for the other NEOs. The IPMs were approved by Mr. Crane. 4) Apply Final Multiplier – Multiply the target award by the performance factor and then multiply the outcome by the IPM. Awards could range from 0% to 200% of target (target of 100%). The following tables detail the 2021 threshold, target, and distinguished, i.e., maximum, performance goals, and the results achieved for the AIP. The Exelon Compensation Committee selected the performance metrics below as they align with the long-term business strategy. Actual results reflected below are assessed based on the operational and financial key performance indicators as assigned to each business unit. CEO and Direct Reports AIP Scorecard 2021 Goals Threshold Target Distinguished 2021 Actual Results Unadjusted Payout as a % of Target Weighted Performance Exelon Adjusted (non-GAAP) Operating EPS (a)(b) $ 2.58 $ 2.87 $ 3.44 $ 2.94 106.7 % 74.7 % CAIDI 90 84 79 81 160.0 % 12.0 % SAIFI 0.80 0.69 0.54 0.60 160.0 % 12.0 % Fleetwide Capacity Factor 92.6 % 94.6 % 95.8 % 94.7 % 113.2 % 8.5 % Dispatch Match 94.8 % 97.5 % 99.4 % 72.4 % — % — % Payout: 107.2 % 170 Table of Contents ComEd Senior AIP Scorecard 2021 Goals Threshold Target Distinguished 2021 Actual Results Unadjusted Payout as a % of Target Weighted Performance Exelon Adjusted (non-GAAP) Operating EPS (a)(b) $ 2.58 $ 2.87 $ 3.44 $ 2.94 106.7 % 26.7 % ComEd Adjusted (non-GAAP) Operating Earnings ($M) (b) $ 652 $ 724 $ 833 $ 754 128.0 % 32.0 % Total ComEd Operating and Maintenance Expense ($M) (b) $ 1,083 $ 1,031 $ 928 $ 957 171.6 % 34.3 % Value Based Engagements 80.0 % 90.0 % 100.0 % 100.0 % 200.0 % 5.0 % Safety Best Practices 3 4 5 5 200.0 % 5.0 % SAIFI 0.80 0.54 0.50 0.50 200.0 % 10.0 % CAIDI 90 77 75 69 200.0 % 10.0 % Service Level 81.5 90.0 92.1 89.2 200.0 % 10.0 % Customer Satisfaction Index 7.64 8.09 8.20 8.18 181.8 % 9.1 % EIMA Reliability Metrics Index 50.0 % 100.0 % 200.0 % 120.0 % 120.0 % 6.0 % Payout: 148.1 % Board Limiter Application 120.0 % Business Service Center AIP Scorecard 2021 Goals Threshold Target Distinguished 2021 Actual Results Unadjusted Payout as a % of Target Weighted Performance BSC Total Cost ($M) (b) $ 1,246 $ 1,187 $ 1,068 $ 1,111 164.2 % 164.2 % Payout: 164.2 % Board Limiter Application 120.0 % 171 Table of Contents Constellation Corporate AIP Scorecard 2021 Goals Threshold Target Distinguished 2021 Actual Results Unadjusted Payout as a % of Target Board Limiter Application Average of Nuclear, Power, and Constellation KPIs 50.0 % 100.0 % 200.0 % 118.1 % 118.1 % YES Payout: 100.0 % Commercial Senior AIP Scorecard 2021 Goals Threshold Target Distinguished 2021 Actual Results Unadjusted Payout as a % of Target Weighted Performance Exelon Adjusted (non-GAAP) Operating EPS (a)(b) $ 2.58 $ 2.87 $ 3.44 $ 2.94 106.7 % 53.3 % Constellation Adjusted (non-GAAP) Operating Earnings ($M) (b) $ 850 $ 944 $ 1,085 $ 718 — % — % Commercial Adjusted Gross Margin ($M) (b) $ 5,204 $ 5,782 $ 6,650 $ 5,567 81.8 % 20.3 % Payout: 73.6 % Nuclear Senior AIP Scorecard 2021 Goals Threshold Target Distinguished 2021 Actual Results Unadjusted Payout as a % of Target Weighted Performance Exelon Adjusted (non-GAAP) Operating EPS (a)(b) $ 2.58 $ 2.87 $ 3.44 $ 2.94 106.7 % 53.3 % Constellation Adjusted (non-GAAP) Operating Earnings ($M) (b) $ 850 $ 944 $ 1,085 $ 718 — % — % Fleetwide Capacity Factor 92.6 % 94.6 % 95.8 % 94.7 % 113.2 % 28.3 % Payout: 81.6 % __________ (a) Exelon’s 2021 Adjusted EPS was $2.82. However, for purposes of determining the 2021 AIP payouts for Exelon executives, $2.94 was used, which includes the impact of ($0.12) attributed to equity investments. (b) See definitions of Non-GAAP measures beginning on page 173. Definition of Non-GAAP Measures Exelon reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP) and supplements its reporting with certain non-GAAP financial measures, including adjusted (non-GAAP) operating earnings per share, earned ROE, and FFO/Debt to enhance investors’ understanding of Exelon’s performance. Our method of calculating adjusted (non-GAAP) operating earnings and operating ROE may not be comparable to other companies’ presentations. Adjusted (non-GAAP) operating earnings per share exclude certain costs, expenses, gains and losses and other specified items, including mark-to-market adjustments from economic hedging activities, unrealized gains and losses from nuclear decommissioning trust fund investments, certain costs associated with plant retirements and divestitures, costs related to cost management programs, and other items as set forth in the table below reconciling adjusted (non-GAAP) operating earnings from GAAP earnings, which is the most directly comparable GAAP measure. Management uses adjusted (non-GAAP) operating earnings as one of the primary indicators to evaluate performance, allocate resources, set incentive compensation targets and plan and forecast future periods. We believe the measure enhances an investor’s overall understanding of period over period financial results and provides an indication of Exelon’s baseline operating performance by excluding items that are considered by management to not be directly related to the ongoing operations of the business. 172 Table of Contents The table below reconciles reported GAAP Earnings per share to adjusted (non-GAAP) operating earnings per share for 2020 (amounts may not add due to rounding). 2021 Exelon GAAP Earnings (Loss) Per Share $ 1.74 Adjustments: Mark-to-market impact of economic hedging activities (0.43) Unrealized gains related to nuclear decommissioning trust (NDT) funds (0.14) Asset impairments 0.41 Plant retirements and divestitures 0.88 COVID-19 Direct Costs 0.04 Separation Costs 0.09 Acquisition Related Costs 0.02 ERP System Implementation Costs 0.01 Cost Related to Suspension of Contractual Offset 0.15 Cost management program 0.01 Change in environmental liabilities 0.01 Asset retirement obligation (0.04) Income tax-related adjustments 0.05 Noncontrolling interests 0.02 2021 Exelon Adjusted (non-GAAP) Operating Earnings (Loss) Per Share $ 2.82 Earned ROE is calculated using adjusted (non-GAAP) operating earnings, reflecting all lines of business for the utility businesses (electric distribution, gas distribution, transmission), divided by average shareholder’s equity over the year. Management uses operating ROE as a measurement of the actual performance of the company’s utility business. FFO/Debt is a coverage ratio that compares funds from operations to total debt and is a key ratio analyzed by the credit rating agencies in determining Exelon’s credit rating. An investment grade rating is critical as it increases the ability to participate in commercial business opportunities, lowers collateral requirements, creates reliable and cost-efficient access to capital markets and increases business and financial flexibility. The ratio is calculated following S&P’s current methodology. The most directly comparable GAAP measure to FFO is GAAP Cash Flow from Operations and the most directly comparable GAAP measure to Debt is Long-Term Debt plus Short-Term Borrowings. Management uses FFO/Debt to evaluate financial risk by measuring the company’s ability to service debt using cash from operations. We believe the measure enhances an investor’s overall understanding of the creditworthiness of Exelon’s operating companies. ComEd adjusted (non-GAAP) operating earnings excludes certain costs, expenses, gains and losses and other specified items as determined appropriate by Exelon management when evaluating the performance metrics. Constellation adjusted (non-GAAP) operating earnings excludes certain costs, expenses, gains and losses and other specified items, including mark-to-market adjustments, rate relief payments, and other items as determined appropriate by Exelon management when evaluating the performance metrics. Commercial Adjusted Gross Margin is the total operating revenues less purchased power and fuel for the Commercial wholesale business and, for the Commercial retail services businesses, includes direct costs, and is net of any non-operating adjustments to either operating revenue or purchased power and fuel. Utility adjusted (non-GAAP) operating earnings is the aggregate utility adjusted (non-GAAP) operating earnings, including Exelon HoldCo adjusted (non-GAAP) operating earnings. Total ComEd Operating and Maintenance Expense excludes certain costs, expenses and other specified items as determined appropriate by Exelon management when evaluating the performance metrics. 173 Table of Contents BSC Total Costs represents Exelon Business Service Company costs, excluding certain costs, expenses and other specified items as determined appropriate by Exelon management when evaluating the performance metrics. Due to the forward-looking nature of some forecasted non-GAAP measures, information to reconcile the forecasted adjusted (non-GAAP) measures to the most directly comparable GAAP measure may not be currently available; therefore, management is unable to reconcile these measures. The following table shows how the formula was applied and the actual amounts awarded. The Exelon Compensation Committee applied negative discretion to limit the ComEd Senior and Business Service Center scorecards to 120% of target and the Constellation Corporate scorecard to target. NEO AIP Target AIP Target Formulaic Performance Factor (a) Individual Performance Multiplier (IPM) Actual Award Crane 155.0 % $ 2,024,192 107.2 % 100.0 % $ 2,169,124 Dominguez 135.0 % 985,530 Blend (a)(b) 100.0 % 846,880 Wright 50.0 % 228,769 100.0 % 105.0 % 240,208 Eggers 90.0 % 463,450 Blend (b)(c) 100.0 % 478,698 Cornew 100.0 % 234,626 107.2 % 100.0 % 251,425 Hanson 85.0 % 616,250 107.2 % 100.0 % 660,374 McHugh 80.0 % 530,856 Blend (d) 100.0 % 422,298 Rhoades 80.0 % 547,750 81.6 % 110.0 % 491,841 __________ (a) Mr. Dominguez actual award is prorated based on both the ComEd Senior and CEO and Directs scorecard performance based on time in each plan. (b) The AIP targets disclosed above reflect the target as of December 31, 2021. Mr. Dominguez and Mr. Eggers awards are also based on a blend of targets and salaries based on time in each role. (c) Mr. Eggers actual award was prorated based on both the Business Service Center and CEO and Directs scorecard performance based on time in each plan. (d) Mr. McHugh actual award was prorated base on both the Commercial Senior and CEO and Directs scorecard performance based on time in each plan. Long-Term Incentive Plan (LTIP) Overview & Goal Setting Process The Exelon Compensation Committee grants long-term equity incentive awards annually at its January or February meeting. When the total target equity incentive award is determined, the value is split between RSUs (33%) and performance shares (67%). Restricted Stock Units (“RSUs”). RSUs granted to NEOs vest ratably over a three-year period. RSUs receive dividend equivalents that are reinvested as additional RSUs and remain subject to the same vesting conditions as the underlying RSUs. RSUs are not subject to any performance metrics. Performance Shares. Performance shares granted to NEOs in January 2021 were converted according to the methodology outlined in the Employee Matters Agreement. Awards will be earned based on performance achieved for the scorecard approved by the Constellation Committee covering the two-year period ending on December 31, 2023. The performance metrics underlying the 2019-2021 and 2020-2022 performance share awards are listed below. 174 Table of Contents Performance share metrics Why it is Important Utility Earned ROE (a) (33.3%) Average utility ROE weighted by year-end rate base. Earned ROE is calculated using adjusted (non-GAAP) operating earnings, reflecting all lines of business for the utility businesses (electric distribution, gas distribution, transmission), divided by average shareholder’s equity over the year. Measure of value created by utility businesses. Aligned with our strategy to invest in our utilities where we can earn an appropriate return. Utility Net Income (a) (33.3%) Aggregate utility adjusted (non-GAAP) operating earnings, including Exelon hold-co net operating income (loss) Measures financial performance of the Utilities. Aligned with our strategy to grow our regulated utility business. Exelon FFO/Debt (a) (33.4%) Funds from operations to total debt ratio. The ratio is calculated following S&P’s current methodology. Management uses FFO/Debt to evaluate financial risk by measuring ability to service debt using cash from operations Key ratio for determining our credit rating and thereby our access to capital. Aligned with our strategy to generate free cash and reduce debt. __________ (a) See definitions of Non-GAAP measures beginning on page 173. Setting Performance Share Targets. Performance share targets are set based on external commitments and analysis of sensitivities. The target for the Exelon FFO/Debt metric is aligned with the expectations of credit rating agencies. Actual Targets Disclosed After Each Cycle. Actual targets used in our performance share cycles are not disclosed until each cycle is completed to safeguard the confidentiality of our long-term outlook on projected performance. This policy supports the propriety of our long-standing disclosure practices to only issue annual performance guidance as part of our financial disclosure policies. Performance Share Awards Subject to TSR Modifier and Cap. Performance share awards are subject to a total shareholder return (“TSR”) modifier that compares Exelon’s performance relative to the performance of the UTY total return index on a point by point basis. Performance share awards are also subject to a TSR cap that will limit payouts at target if TSR is negative for the prior 36-month period. The Exelon Compensation Committee used the following process to determine performance share targets and awards: 1) Establish Performance Share Award Target - Targets are set in January/February of the first year of the performance cycle. 2) Determine Performance Multiplier - The Performance Multiplier is based on performance achieved over the three-year cycle. Performance can range from 0% to 150% of target (target of 100%). 3) Determine TSR Modifier - Calculated by subtracting the TSR of the UTY over the three-year performance period from Exelon’s TSR for the same three-year period. 4) Calculate Final Multiplier - Calculated by multiplying the Performance Multiplier by (100% + TSR Modifier). This value is the Final Multiplier. 5) Apply Final Multiplier & TSR Cap (if applicable) - Apply the Final Multiplier to determine the number of shares issued. If Exelon’s absolute TSR for the final 12-month of the performance period is negative, payout will be capped at 100%. Awards can range from 0% to 200% of target (target of 100%) after application of the TSR modifier. 2019 – 2021 Performance and Performance Share Payout Determinations The following table details the 2019 - 2021 threshold, target, and distinguished performance goals, and the results achieved. The performance multiplier for the 2019 - 2021 Performance Share awards was calculated to be 80.5% of target, based on the following: 175 Table of Contents Performance Share Scorecard Metric Weighting Threshold (50%) 75% Target (100%) 125% Distinguished (150%) Actual Score Actual Award v. Metric Weighting Utility Earned ROE (a)(b) 33.3 % 8.4% 9.3% 10.0% 9.2% 31.4 % Utility Net Income ($M) (a)(b) 33.3 % $ 1,819 $ 2,053 $ 2,213 $ 2,040 32.4 % Exelon FFO/Debt (a)(b) 33.4 % ≥16.0% and <17.0% ≥17.0% and <18.0% ≥18.0% and <22.0% ≥22.0% and <24.0% ≥24.0% 16.5 % 16.7 % Committee Approved Performance: 80.5 % __________ (a) See definitions of Non-GAAP measures beginning on page 173. (b) The Utility Earned ROE and Utility Net Income use interpolation between threshold, target, and distinguished levels of performance whereas the FFO/Debt metric uses a “stair-step” approach with no interpolation between the performance levels. Payout Determinations . The Exelon Compensation Committee approved a payout of 70.6%, based on 2019 - 2021 performance and the application of a TSR modifier of (12.3)% based on 2019 - 2021 TSR performance relative to the UTY total return. The following table shows how the formula was applied and the actual amounts awarded. NEO Target Shares Performance Factor Actual Award Crane 155,683 X 70.6 % = 109,928 Dominguez 15,993 X 70.6 % = 11,293 Wright 6,907 X 70.6 % = 4,877 Eggers 6,907 X 70.6 % = 4,877 Cornew 41,310 X 70.6 % = 29,169 Hanson 20,522 X 70.6 % = 14,491 McHugh 23,707 X 70.6 % = 16,740 Rhoades 14,861 X 70.6 % = 10,493 Performance Awards Settled in Common Stock and/or Cash. Pursuant to the terms of the long-term incentive program, all NEOs that have achieved 200% or more of their stock ownership targets receive performance share award payouts in cash. Due to the timing of the separation, the Exelon Compensation Committee approved 100% cash settlement for all participants. 2021 Target Compensation for Named Executive Officers The table below lists the target value of the compensation elements for each NEO as of December 31, 2021. 176 Table of Contents Cash Compensation Long-Term Incentives NEO Base AIP Target Target Total Cash RSUs (33% of LTIP) Performance Shares (67% of LTIP) Target Total LTIP Target Total Direct Compensation Crane $ 1,305,930 155.0 % $ 3,330,122 $ 3,630,000 $ 7,370,000 $ 11,000,000 $ 14,330,122 Dominguez 1,050,000 135.0 % 2,467,500 2,485,725 5,046,775 7,532,500 10,000,000 Wright 457,538 50.0 % 686,307 161,040 326,960 488,000 1,174,307 Eggers 650,000 90.0 % 1,235,000 582,450 1,182,550 1,765,000 3,000,000 Cornew — — % — — — — — Hanson 725,000 85.0 % 1,341,250 726,000 1,474,000 2,200,000 3,541,250 McHugh 663,570 80.0 % 1,194,426 552,750 1,122,250 1,675,000 2,869,426 Rhoades 700,000 80.0 % 1,260,000 607,200 1,232,800 1,840,000 3,100,000 Shareholder Engagement The Exelon Compensation Committee regularly reviews executive compensation, taking into consideration input received through regular and ongoing engagement with investors. Feedback is typically solicited throughout the year in connection with the annual meeting of shareholders and the Exelon Compensation Committee’s review of the executive compensation program. The Chairs of Exelon’s Compensation and Corporate Governance Committees participated in select investor discussions in 2021. Feedback from all discussions was shared with the appropriate board committee and/or the full board. Shareholders in general expressed their approval of the ongoing executive compensation program and did not request any significant changes during our engagement conversations. 2021 Compensation Decisions – Setting Target Total Direct Compensation (“TDC”) Setting Target TDC for Mr. Crane: The Exelon Compensation Committee is responsible for reviewing and recommending the Exelon CEO’s target total direct compensation. The CEO’s compensation is then approved by the independent members of the Exelon board. The Exelon Compensation Committee fulfills this responsibility by analyzing peer group compensation and performance data with its independent compensation consultant. The Committee also reviews the various elements of the CEO’s compensation in the context of the target TDC, which includes base salary, annual and long-term incentive target opportunities. Setting Target TDC for Messrs. Hanson and McHugh: The Exelon Compensation Committee is also responsible for approving the executive compensation for each of Exelon’s executive officers by analyzing peer group compensation and performance data. Setting Target TDC for the other NEOs: The Exelon CEO analyzes a variety of data to gauge market competitiveness, including peer group compensation and performance data provided by Exelon’s independent compensation consultant. TDC can vary by named executive officer based on competencies and skills, scope of responsibilities, the executive’s experience and performance, retention, succession planning and the organizational structure of the businesses (e.g., internal alignment and reporting relationships). Role of the Compensation Consultant As referenced earlier, the Exelon Compensation Committee retains Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant, to support its duties and responsibilities. Meridian provides advice and counsel on executive and director compensation matters and provides information and advice regarding market trends, competitive compensation programs, and strategies including as described below: • Market data for each senior executive position, including evaluating Exelon’s compensation strategy and reviewing and confirming the peer group used to prepare the market data, • An independent assessment of management recommendations for changes in the compensation structure, 177 Table of Contents • Assisting management to ensure Constellation and its subsidiaries’ executive compensation programs are designed and administered consistent with the Exelon Compensation Committee’s requirements, and • Ad hoc support on executive compensation matters and related governance trends. Peer Groups Used for Benchmarking 2021 Executive Compensation Exelon uses a blended peer group for assessing our executive compensation program that consists of two sub-groups: energy services peers and general industry peers because (1) there are not enough energy services peers with size, scale and complexity comparable to Exelon to create a robust energy services-only peer group, and (2) Exelon’s market for attracting talent includes general industry peers, with key executives hired from several Fortune 100 companies. When selecting general industry peers, we look for capital asset-intensive companies with size, scale and complexity similar to Exelon, and we also consider the extent to which they may be subject to the effects of volatile commodity prices similar to Exelon’s sensitivity to commodity price volatility. Exelon evaluates its peer group on an annual basis in July and adjusts for changes with our energy and general industry peers when needed. Exelon’s revenues are at the 64th percentile of the following blended peer group comprising 21 companies: 1) Energy Services (11 peer companies): American Electric Power Company, Inc.; Dominion Energy, Inc.; DTE Energy; Duke Energy Corporation; Edison International; Entergy Corporation; FirstEnergy Corporation; NextEra Energy, Inc.; Public Service Enterprise Group, Inc.; Sempra Energy; and The Southern Company. 2) General Industry (10 peer companies): 3M Company; Deere & Company; Delta Air Lines; General Dynamics Corporation; Honeywell International, Inc.; International Paper Company; Lockheed Martin; Marathon Petroleum Company; Northrop Grumman Corporation; and Valero Energy Corporation. Because there is a correlation between the size of an organization and its compensation levels, market data is statistically adjusted using a regression analysis. This commonly applied technique allows for a more precise estimate of the market value of Constellation and its subsidiaries given the size and scope of responsibility for Constellation and its subsidiaries’ executive roles. Each element of NEO compensation is then compared to these size-adjusted medians of the peer group. In preparation for the separation, a blended peer group consisting of a broad representation of energy and materials companies was used for benchmarking the assessment of 2022 compensation for named executive officers of the Company. Constellation will also evaluate its peer group on an annual basis in July and adjusts for changes with our energy and general industry peers when needed. Constellation’s revenues are at the 64th percentile of the following blended peer group comprising 15 companies: 1) Energy Services and Independent Power Producers ("IPPs") (9 peer companies): American Electric Power Company, Inc.; Dominion Energy, Inc.; Duke Energy Corporation; Entergy Corporation; NextEra Energy, Inc.; NRG Energy, Inc.; The AES Corporation; Vistra Corp; and The Southern Company. 2) General Industry (6 peer companies): DuPont de Nemours, Inc.; International Paper Company; Kinder Morgan, Inc.; Nucor Corporation; Occidental Petroleum Corporation; and WestRock Company. Looking Forward to 2022 Annual Incentive Plan Based on overall company strategy, the 2022 plan design will be based 70% on a financial metric and 30% on operational metrics. The plan design metric weightings include: • 70% weighting on Adjusted EBITDA, • 10% weighting on Fleetwide Capacity Factor as assessment of Nuclear operational performance, 178 Table of Contents • 10% weighting on Dispatch Match as assessment of Power operational performance, and • 10% on Customer Satisfaction (which considers both Net Promoter Score, which measures C&I business customer loyalty, and Customer Satisfaction, which measures residential satisfaction from recent support experience). Long-term Incentive Plan The long-term incentive plan is aligned with the Constellation business strategy, the 2021 and 2022 PShare programs will be based on a 100% Free Cash Flow before Growth metric with a CFO/Debt negative modifier. Stock Ownership To strengthen the alignment of executive interests with those of Exelon’s shareholders, officers of Constellation and its subsidiaries are required to own certain amounts of Exelon common stock five years following his or her employment or promotion to a new position (six-times base salary for Mr. Crane; two to three times base salary for the other NEOs). As of the annual measurement date of June 30, 2021, all NEOs had met their stock ownership guidelines. We expect to adopt a similar stock ownership policy for officers of the Company. Prohibition on Hedging and Pledging of Common Stock; Other Trading Requirements Exelon requires executive vice presidents and above who wish to sell Exelon common stock to do so only through the adoption of a stock trading plan meeting the requirements of SEC Rule 10b5-1(c). This requirement is designed to enable officers with the ability to diversify holdings in an orderly manner to meet personal financial plans. Our insider trading policy includes provisions that prohibit directors and employees (including officers) and certain of their related persons (including certain family members and entities which they own a significant interest) from engaging in short sales, put or call options, hedging transactions, pledging, or other derivative transactions involving Exelon stock. We expect to adopt a similar policy for officers of the Company. Clawback Policy The policy provides broad discretionary ability to clawback incentive compensation when deemed appropriate. Under the policy, the Exelon board has sole discretion to recoup incentive compensation if it determines that (a) the incentive compensation was based on the achievement of financial or other results that were subsequently restated or corrected, (b) the incentive plan participant engaged in fraud or intentional misconduct that caused or contributed to the need for restatement or correction, (c) a lower incentive plan award would have been made to the participant based on the restated or corrected results, and (d) recoupment is not precluded by applicable law or employment agreements. The Exelon board or Exelon Compensation Committee may also seek to recoup incentive compensation paid or payable to current or former incentive plan participants if, in its sole discretion, the Exelon board or Exelon Compensation Committee determines that (a) the current or former incentive plan participant breached a restrictive covenant or engaged or participated in misconduct or intentional or reckless acts or omissions or serious neglect of responsibilities that caused or contributed to a significant financial loss or serious reputational harm to Exelon or its subsidiaries regardless of whether a financial statement restatement or correction of incentive plan results was required, and (b) recoupment is not precluded by applicable law or employment agreements. We have adopted clawback policies that are similar to those maintained by Exelon. Risk Management Assessment of Compensation Policies and Practices The Exelon Compensation Committee reviews Exelon’s compensation policies and practices as they relate to the risk management practices and risk-taking incentives. The Exelon Compensation Committee partners with Constellation’s enterprise risk management group to assess and validate that the controls in place continued to mitigate incentive compensation risks. 179 Table of Contents Tax Consequences Under Section 162(m) of the Internal Revenue Code (the Code), generally NEO compensation over $1 million for any year is not deductible for United States income tax purposes. The Compensation and Leadership Development Committee believes that it must maintain flexibility in its approach to executive compensation in order to structure a program that it considers to be the most effective in attracting, motivating and retaining the Company’s key executives, and therefore, the deductibility of compensation is one of several factors considered when making executive compensation decisions. Compensation Committee Report The Compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such review and discussion, the Committee recommended the Board approve the Compensation Discussion and Analysis be included in this Report. The Compensation Committee Name Yves C. de Balmann, Chair Bradley Halverson Julie Holzrichter Ashish Khandpur 180 Table of Contents Executive Compensation Tables 2021 Summary Compensation Table Name Year Salary Bonus (a) Stock Awards (b) Non-Equity Incentive Plan Compensation (c) Change in Pension Value and Nonqualified Deferred Compensation Earnings (d) All Other Compensation (e) Total Christopher Crane President and Chief Executive Officer, Exelon 2021 2020 $ 1,303,595 1,293,000 $ __ __ $ 11,000,019 11,000,013 $ 2,169,124 1,897,536 $ 1,071,663 757,754 $ 212,977 214,500 $ 15,757,378 15,162,803 Joseph Dominguez President and Chief Executive Officer, Constellation 2021 752,504 __ 1,130,048 846,880 181,413 441,432 3,352,277 Kenneth Cornew (Former) President and Chief Executive Officer, Constellation 2021 2020 404,100 947,189 __ __ 1,955,605 2,918,828 251,425 963,055 176,751 299,794 3,900,007 338,335 6,687,888 5,467,201 Bryan Wright (Former) Senior Vice President and Chief Financial Officer, Constellation 2021 2020 456,720 450,936 11,438 64,723 488,034 488,016 228,769 294,455 149,770 123,461 25,315 25,975 1,360,046 1,447,566 Daniel Eggers Executive Vice President and Chief Financial Officer, Constellation 2021 561,051 __ 550,024 478,698 82,699 48,901 1,721,373 Bryan Hanson Executive Vice President, Chief Generation Officer, Constellation 2021 2020 720,486 686,418 __ __ 2,220,056 1,450,054 660,374 594,728 560,922 885,522 74,320 59,602 4,216,158 3,676,324 James McHugh Executive Vice President, Chief Commercial Officer, Constellation 2021 2020 662,384 653,981 __ 29,121 2,564,644 1,675,059 422,298 582,417 27,257 26,209 45,655 60,738 3,722,238 3,027,525 David Rhoades Senior Vice President, President and Chief Nuclear Officer 2021 684,254 44,713 1,500,040 447,128 652,587 29,780 3,358,502 __________ (a) In recognition of their overall performance, certain NEOs received an individual performance multiplier (IPM) to their annual incentive payments or other special recognition awards. Messrs. Crane, Cornew, Hanson and McHugh were not eligible for an IPM. (b) The amounts shown in this column include the aggregate grant date fair value of restricted stock unit and performance share unit awards for the 2021-2023 performance period granted January 25, 2021 and October 29, 2021. The grant date fair values of the stock awards have been computed in accordance with FASB ASC Topic 718. Note, Mr. Cornew’s award was reduced at the separation date to reflect a prorated award based on time in role during 2021. The 2020-2022 performance share award component of the stock award values depicted above are subject to performance conditions and the grant date fair value assumes the achievement of the target level of performance; however, values may be higher based on performance including the maximum total shareholder return multiplier as follows: 181 Table of Contents Performance Share Award Value Name At Target At Maximum Crane $ 7,370,020 $ 14,740,040 Dominguez 757,108 1,514,216 Cornew 1,955,605 3,911,210 Wright 326,989 653,978 Eggers 368,518 737,036 Hanson 1,474,030 2,948,060 McHugh 1,122,288 2,244,576 Rhoades 1,005,026 2,010,052 (c) The amounts shown in this column for 2021 represent payments made pursuant to the Annual Incentive Plan. (d) The amounts shown in this column represent the change in the accumulated pension benefit for the NEOs from December 31, 2020 to December 31, 2021. None of the NEOs had above market earnings in a non-qualified deferred compensation account in 2021. (e) All Other Compensation: The following table describes the incremental cost of other benefits provided in 2021 that are shown in this column. All Other Compensation Name Perquisites (a) Reimbursement for Income Taxes (b) Exelon Contributions to Savings Plans (c) Exelon Paid Term Life Insurance Premiums (d) Other (e) Total Crane $ 128,034 $ — $ 39,113 $ 45,830 $ — $ 212,977 Dominguez 252,031 162,636 22,230 4,535 — 441,432 Cornew 26,301 56,653 7,137 3,752 3,806,164 3,900,007 Wright 12,290 — 8,700 4,325 — 25,315 Eggers 28,683 — 16,709 3,509 — 48,901 Hanson 42,651 6,536 21,019 4,114 — 74,320 McHugh 22,101 — 19,178 4,376 — 45,655 Rhoades 16,840 — 8,700 4,240 — 29,780 __________ (a) Amounts reported for personal benefits provided to NEOs include: (1) transportation related benefits (including corporate aircraft, parking, spousal and family travel); and (2) other benefits (including personal financial planning, company gifts, and matching charitable contributions). i. Amounts reported for the personal use of corporate aircraft are based on the aggregate incremental cost to Exelon and are calculated using the hourly incremental cost for flight services, including federal excise taxes, fuel charges, and domestic segment fees. Exelon’s board-approved policy on corporate aircraft usage includes spousal/domestic partner and other family member usage when appropriate. Amounts reported in this column for Mr. Crane, Mr. Dominguez and Mr. Eggers include $83,376, $17,528, $11,843 respectively for personal use of corporate aircraft. Amounts include $14,183 for spousal travel for Mr. Hanson. ii. Amounts include the value received by Mr. Dominguez for his relocation from Illinois to Pennsylvania as Chief Executive Officer of Constellation. The value of the benefit included is $217,663 which includes closing, storage, and inspection costs. Benefits were provided for under the relocation program’s standard terms. iii. Limited personal financial planning benefits valued at $16,840 for each executive are provided with usage values imputed as additional taxable income. Executive officers may request matching gifts to qualified charitable organizations in amounts up to $10,000 and up to $15,000 for Mr. Cornew under the Constellation Energy Group, Inc. legacy policy. (b) Exelon provides reimbursements of tax obligations incurred when: employees are required to work outside their state of home residence and encounter double taxation in states and localities where tax credits are not permitted in home state tax filings; business-related spousal travel involves personal benefits and income is imputed to the employee and for required relocation and housing/living expenses incurred in compliance with regulatory requirements. (c) The amounts represent the respective corporate matching contributions to the NEOs’ accounts. Each of the NEOs participated in the 401(k) Plan and the Deferred Compensation Plan. Mr. Wright and Mr. Rhoades do not participate in the Deferred Compensation Plan. (d) Exelon provides basic term life insurance, accidental death and disability insurance, and long-term disability insurance to all employees, including NEOs. The values shown in this column include the premiums paid during 2021 for additional term life insurance policies for the NEOs and for additional supplemental accidental death and dismemberment insurance and long-term disability over and above the basic coverage provided to all employees. 182 Table of Contents (e) For Mr. Cornew, the aggregate amount includes severance payments of $3,806,164 distributed pursuant to the terms of the Senior Management Severance Plan, representing two times the sum of Mr. Cornew’s then current base salary and target annual incentive for the year of termination. 2021 Grants of Plan-Based Awards Estimated Possible Payouts Under Non-Equity incentive Plan Awards (a) Estimated Possible Payouts Under Equity Incentive Plan Awards (b) All other Stock Awards: Number of Shares or Units (c) Grant Date Fair Value of Stock and Option Awards (d) Name Grant Date Threshold Plan Maximum Threshold Target Maximum Crane 1/25/2021 $ 75,907 $ 2,024,192 $ 4,048,383 1/25/2021 28,341 170,012 340,024 $ 7,370,020 1/25/2021 83,737 3,629,999 Dominguez 10/1/2021 53,156 1,417,500 2,835,000 1/25/2021 2,911 17,465 34,930 757,108 1/25/2021 8,603 372,940 Cornew 1/25/2021 35,683 951,541 1,903,082 1/25/2021 7,520 45,112 90,224 1,955,605 Wright 1/25/2021 57,192 228,769 457,538 1/25/2021 1,257 7,543 15,086 326,989 1/25/2021 3,715 161,045 Eggers 10/1/2021 21,938 585,000 1,170,000 1/25/2021 1,417 8,501 17,002 368,518 1/25/2021 4,187 181,506 Hanson 1/25/2021 23,109 616,250 1,232,500 1/25/2021 5,668 34,003 68,006 1,474,030 1/25/2021 16,748 726,026 McHugh 1/25/2021 19,907 530,856 1,061,712 1/25/2021 4,316 25,889 51,778 1,122,288 1/25/2021 12,751 552,756 4/5/2021 20,000 889,600 Rhoades 1/25/2021 70,000 560,000 1,120,000 1/25/2021 3,865 23,184 46,368 1,005,026 1/25/2021 11,419 495,014 __________ (a) All NEOs have annual incentive plan target opportunities based on a fixed percentage of base salaries. Under the terms of the AIP, threshold performance earns 50% of the respective target, while performance at plan earns 100% of the respective target and the maximum payout is capped at 200% of target. i. For Messrs. Crane, Dominguez, Cornew, Eggers, and Hanson and Mr. McHugh, the possible payout at threshold for AIP was calculated at 3.8% of target based on a threshold payout of 50% for the lowest weighted metric of 7.5%. ii. For Mr. Wright, the possible payout at threshold for AIP was calculated at 25% of target based on a threshold payout of 50% and an individual performance multiplier of 50%. iii. For Mr. Rhoades, the possible payout at threshold for AIP was calculated at 12.5% of target based on threshold payout of 50% for the lowest weighted metric and an individual performance multiplier of 25%. 1. For additional information about the terms of these programs, see “Compensation Discussion and Analysis” above. (b) NEOs have a long-term performance share unit target opportunity that is a fixed number of performance share units commensurate with the officer’s position. The possible payout at threshold for performance share unit awards was calculated at 16.7% of target. The possible maximum payout for performance share units was calculated at 150% of target, with an uncapped total shareholder return multiplier, capped at 200% of target. For additional information about the terms of these programs, see Compensation Discussion and Analysis and the footnotes to the Summary Compensation Table above. (c) This column shows restricted stock unit awards made during the year. The vesting dates of the awards are provided in tickmark (b) to the Outstanding Equity Table below. (d) This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share unit awards and restricted stock units granted to each NEO during 2020. Fair value of performance share unit awards granted on January 27, 2020 are based on an estimated payout of 100% of target. 183 Table of Contents 2021 Outstanding Equity Awards at Year End Option Awards (a) Stock Awards Name Number of Securities Underlying Unexercised Options That Are Exercisable Number of Securities Underlying Unexercised Options That Are Not Exercisable Option Exercise or Base Price Option Expiration Date Number of Shares or Units of Stock That Have Not Yet Vested (b) Market Value of Shares or Units of Stock That Have Not Yet Vested Based on 12/31 Closing Price $57.76 (b) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (c) Equity Incentive Plan Awards: Market or Payout Value or Unearned Shares, Units or Other Rights That Have Not Yet Vested (c) Crane — — $ — — 279,511 $ 16,144,555 651,850 $ 37,650,856 Dominguez — — — — 68,717 3,969,094 66,964 3,867,841 Wright — — — — 12,403 716,397 28,920 1,670,419 Eggers — — — — 33,076 1,910,470 31,886 1,841,735 Cornew — — — — 29,169 1,684,801 104,990 6,064,222 Hanson — — — — 82,742 4,779,178 109,112 6,302,309 McHugh — — — — 63,028 3,640,497 99,262 5,733,373 Rhoades — — — — 72,643 4,195,860 86,332 4,986,536 __________ (a) Non-qualified stock options were previously granted to NEOs pursuant to the Company’s long-term incentive plans. All grants are fully vested and expire on the tenth anniversary of the grant date. (b) The amount shown includes unvested restricted stock unit awards and the performance share award earned for the performance period beginning January 1, 2019 and ending December 31, 2021, which vested on January 28, 2022. The unvested restricted stock unit awards are composed of the final third of the award made in January 2019, which vested on January 6, 2022; two-thirds of the award made in January 2020, half of which vested on January 6, 2022 and half of which will vest on the date of the Constellation Compensation Committee’s first regular meeting in 2023; and the full award granted on January 25, 2021, one-third of which vested on January 6, 2021 and one-third of which will vest on the date of each of the Constellation’s Compensation Committee’s first regular meetings in 2023 and 2024, respectively. All RSU awards accrue additional shares through automatic dividend reinvestment. For Mr. Dominguez, Eggers, Hanson, and Rhoades the amount shown includes grants of 10,000, 20,000, 40,000 and 40,000 restricted stock units awarded on January 29, 2018, which vest on January 6, 2022. For Mr. Dominguez, the amount also includes a 30,000 grant awarded on August 1, 2018, which will vest on August 1, 2022. For Mr. McHugh, the amount includes 20,000 restricted stock units awarded on April 5, 2021, which will vest on April 5, 2025. All shares are valued at $57.76, the closing price on December 31, 2021. (c) The amount shown includes the target performance share awards granted on January 27, 2020 for the performance period ending December 31, 2022 and the target performance share awards granted on January 25, 2021 for the performance period ending December 31, 2023. These target awards have been increased to reflect the highest level of performance for the period, 200%. All shares are valued at $57.76, the closing price on December 31, 2021. 2021 Option Exercises and Stock Vested Option Awards Stock Awards (a) Name Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting Value Realized on Vesting Crane 285,000 $ 4,068,888 198,406 $ 8,600,892 Dominguez 16,000 233,214 21,709 941,104 Wright — — 9,374 406,365 Eggers — — 8,918 386,578 Cornew 70,000 393,280 56,065 2,430,438 Hanson — — 27,854 1,207,488 McHugh — — 32,635 1,414,729 Rhoades — — 20,171 874,399 __________ (a) Share amounts are composed of the following tranches of prior awards that vested on January 25, 2021: the performance share awards granted for the performance period of January 1, 2018 through December 31, 2020; the final third of the 184 Table of Contents RSU awards granted in January 2018, the second third of the RSU awards granted in February 2019 and the first third of the RSU awards granted in January 2020. All of these awards were valued at $43.35 upon vesting. Pension Benefits The plans below were sponsored by Exelon Corporation as of December 31, 2021, and that as of February 1, 2022 Constellation established mirror pension plans to maintain the same benefits described below for NEOs. Exelon sponsors the Exelon Corporation Retirement Program, a defined benefit pension plan that includes the Service Annuity System (SAS), a traditional pension plan covering NEOs who commenced employment prior to January 1, 2001 and the Cash Balance Pension Plan (“CBPP”), an account-based plan covering eligible NEOs hired between January 1, 2001, and February 1, 2018, and certain NEOs who previously elected to transfer to the CBPP from the SAS. Exelon also sponsors the Pension Plan of Constellation Energy Group, Inc. (“CEG Pension Plan”), which covers certain legacy Constellation Energy Group, Inc. employees. It includes a traditional pension formula for employees hired before January 1, 2000, and a pension equity formula (“PEP”) for employees hired thereafter or who elected to participate in that formula. The Retirement Program and CEG Pension Plan are intended to be tax-qualified under Section 401(a) of the Internal Revenue Code. Service Annuity System (“SAS”) For NEOs participating in the SAS, the annuity benefit payable at normal retirement age is equal to the sum of 1.3% of the participant’s earnings as of December 25, 1994, reduced by a portion of the participant’s Social Security benefit as of that date, plus 1.6% of the participant’s highest average annual pay, multiplied by the participant’s years of credited service (up to a maximum of 40 years). Pension-eligible compensation for the SAS’s Final Average Pay Formula includes base pay and annual incentive awards. Benefits under the SAS are vested after five years of service. The “normal retirement age” under the SAS is 65. The plan also offers an early retirement benefit prior to age 65, which is payable if a participant retires after attainment of age 50 and completion of 10 years of service. The annual pension payable under the plan is determined as of the early retirement date, reduced by 2% for each year of payment before age 60 to age 58, then 3% for each year before age 58 to age 50. In addition, under the SAS, the early retirement benefit is supplemented prior to age 65 by a temporary payment equal to 80% of the participant’s estimated monthly Social Security benefit. The supplemental benefit is partially offset by a reduction in the regular annuity benefit. Cash Balance Pension Plan (“CBPP”) For NEOs who participate in the CBPP, a notional account is established for each participant, and the account balance grows as a result of annual benefit credits and annual investment credits. NEOs who transferred from the SAS to the CBPP also have a frozen transferred SAS benefit and received a “transition” credit based on age, service and compensation at the time of transfer. When the CBPP was initially established in 2001, it provided an annual benefit credit of 5.8% of an employee’s base pay and annual incentive award for the year, and an annual investment credit based on the average of that year’s S&P 500 stock index return and the 30-year Treasury rate for the month of November (subject to 4% minimum). The benefit credit percentages and investment credit rates have been subsequently modified periodically pursuant to U.S. Treasury Department guidance on cash balance plans. NEO participants in the CBPP currently receive an annual benefit credit ranging from 7.0% to 10.5% (depending on length of service) of base salary and annual incentive award, and an annual investment credit based on the third segment spot rate of interest on long-term investment grade corporate bonds for the month of November of the year credited (subject to a 4% minimum). Benefits vest after three years of service and are payable in an annuity or a lump sum at any time following termination of employment. Apart from the benefit credits and the vesting requirement, years of service are not relevant to a determination of accrued benefits under the CBPP. In 2019, Exelon and its subsidiaries also provided a one-time Transition Benefit Credit to all CBPP participants in recognition of the transition to a fully fixed income investment credit rate. The amount of the credit ranged from 0% to 30.5% of 2018 annualized base pay, based on years of service as of December 31, 2007. Pension Plan of Constellation Energy Group, Inc. (CEG Pension Plan) 185 Table of Contents For NEOs who participate in the PEP, a lump sum benefit amount is computed based on covered earnings multiplied by a total credit percentage. Covered earnings are equal to the average of the highest three of the last five twelve-month periods’ base pay plus annual incentive awards. The total service credit percentage is equal to the sum of the credit percentages based on the following formula: 5% per year of service through age 39, 10% per year of service from age 40 to age 49, and 15% per year of service after age 49. No benefits are available under the PEP until a participant has at least three years of vesting service. Benefits payable under the PEP are paid as an annuity unless a participant elects a lump sum within 60 days after separation. Supplemental Management Retirement Plan (“SMRP”) and Constellation Energy Group, Inc. Benefits Restoration Plan (“CEG BRP”) All NEOs participate in either the SMRP or the CEG BRP. The SMRP and CEG BRP provides supplemental benefits to the benefits provided under the tax-qualified Retirement Program and CEG Pension Plan, respectively, for individuals whose annual compensation exceeds the limits imposed under the Internal Revenue Code. Under the terms of the SMRP and the CEG BRP, participants are provided the amount of benefits they would have received under the SAS, CBPP or PEP but for the application of the Internal Revenue Code limits. Up to two years of service credits may be provided under the SMRP and the CEG BRP upon a qualifying termination of employment under severance or change in control agreements or awards that are intended to make up for lost pension benefits from another employer. The amount of the change in the pension value for each of the NEOs is the amount included in the Summary Compensation Table above. The present value of each NEO’s accumulated pension benefit is shown in the following tables. The present value for CBPP participants is the account balance. 2021 Pension Benefits Name Plan Name Number of Years Credited Service Present Value of Accumulated Benefit Payments During Last Fiscal Year Crane SAS 23.26 $ 1,679,097 $ — SMRP (a) 33.26 20,422,595 — Dominguez CBPP 19.35 566,202 — SMRP 19.35 964,583 — Cornew CBPP 27.59 1,028,889 891,646 SMRP 27.59 2,404,519 2,730,689 Wright PEP 18.33 558,125 — CEG BRP 18.33 991,191 — Eggers CBPP 5.76 115,954 — SMRP 5.76 224,926 — Hanson SAS 33.30 2,478,250 — SMRP 33.30 6,719,224 — McHugh CBPP 18.79 340,737 — SMRP 18.79 367,949 — Rhoades SAS 32.55 2,428,880 — SMRP 32.55 5,411,360 — __________ (a) Based on discount rates prescribed by the SEC proxy disclosure guidelines, Mr. Crane's non-qualified Supplemental Management Retirement Plan (SMRP) present value is $20,422,595. Based on lump sum conversion interest rates defined for immediate distributions under the non-qualified plan, the comparable lump sum amount applicable for service through December 31, 2021 is $32,455,156. Note that, in any event, payments made upon termination may be delayed by six months in accordance with U.S. Treasury Department guidance. Deferred Compensation Programs Exelon Corporation Deferred Compensation Plan 186 Table of Contents The Exelon Corporation Deferred Compensation Plan is a non-qualified plan that permits the NEOs to defer certain cash compensation to facilitate tax and retirement planning. The Deferred Compensation Plan also permits Constellation and its subsidiaries to credit related matching contributions that would have been contributed to the Exelon Corporation Employee Savings Plan (the Exelon’s tax-qualified 401(k) plan) but for the applicable limits under the Internal Revenue Code. Exelon Corporation Employee Savings Plan The Employee Savings Plan is intended to be tax-qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Exelon maintains the Employee Savings Plan to attract and retain qualified employees, including the NEOs, and encourage retirement savings, which under the Plan may be supplemented by Constellation and its subsidiaries’ matching contributions. Constellation and its subsidiaries maintain the excess matching feature of the Deferred Compensation Plan to enable highly compensated employees to save for retirement to the extent they otherwise would have, were it not for the limits established by the IRS. Once participants in the Employee Savings Plan reach their statutory contribution limit during the year, their elected payroll contributions and Constellation and its subsidiaries’ matching contribution will be credited to their accounts in the Deferred Compensation Plans. The investment options under the Deferred Compensation Plan consist of a basket of investment fund benchmarks substantially the same as those funds available through the Employee Savings Plan. Deferred amounts represent unfunded, unsecured obligations of Constellation and its subsidiaries. 2021 Nonqualified Deferred Compensation Name Executive Contributions in 2021 (a) Registrant Contributions in 2021 (b) Aggregate Earnings in 2021 (c) Aggregate Withdrawals/ Distributions Aggregate Balance at 12/31/21 (d) Crane $ 108,828 $ 32,648 $ 562,085 $ — $ 3,050,967 Dominguez 22,549 13,530 8,420 — 82,658 Cornew — — 156,163 — 995,173 Wright — — — — — Eggers 13,698 8,219 27,671 — 111,790 Hanson 36,250 13,594 20,649 — 266,604 McHugh 17,972 63,753 32,743 — 183,610 Rhoades — — — — — __________ (a) The full amount shown for executive contributions is included in the base salary figures for each NEO shown above in the Summary Compensation Table. (b) The full amount shown under registrant contributions is included in Constellation and its subsidiaries’ contributions to savings plans for each NEO shown above in the All Other Compensation Table. (c) The amount shown under aggregate earnings reflects the NEOs’ gain or loss based upon the individual allocation of his notional account balance into the basket of mutual fund benchmarks. These gains or losses do not represent current income to the NEO and have not been included in any of the compensation tables shown above. (d) For all NEOs the aggregate balance shown includes those amounts, both executive contributions and registrant contributions, that have been disclosed either as base salary as described in tickmark (a) or as Constellation and its subsidiaries’ contributions under all other compensation as described in tickmark (b) for the current fiscal year ending December 31, 2021. Potential Payments upon Termination or Change in Control Each NEO is entitled to compensation in the event his or her employment terminates or upon a change in control. The Exelon Compensation Committee adopted changes to severance and change in control benefits effective in 2020, with the amount of benefits payable being contingent upon a variety of factors, including the circumstances under which employment terminates. Severance Benefits NEOs are entitled to certain payments and benefits in connection with a termination of employment other than for cause (which generally includes refusal to perform duties, willful or reckless acts or omissions, commission of a 187 Table of Contents felony, a material violation of the Code of Business Conduct, or any breach of a restrictive covenant) or disability or resignation for good reason (which generally includes certain reductions in salary, demotions or material reductions in the NEO’s position or duties) as provided for in the Senior Management Severance Plan (“SMSP”). The “Severance Period” is 24 months after termination of employment for Messrs. Crane, Dominguez, Hanson and Mr. McHugh. The Severance Period for Mr. Wright is 18 months. The Severance Period for Messrs. Eggers and Rhoades is 15 months. Benefits under the Plan include the following items. Severance Pay Continued payment of base salary for the applicable Severance Period Annual Incentive Target annual incentive awards for the applicable Severance Period and a pro-rated annual incentive award for the year in which the termination of employment occurs. Equity Awards 1. RSUs : Unvested awards are prorated based on date of termination and vest 2. LTIP (including performance shares): Prorated portion vests based on actual performance; payable at the time provided for in the award terms 3. Stock Options: Outstanding awards are exercisable to the extent the award was exercisable on the date of termination and may be exercised until the earlier of 90 days from termination date or expiration date of award. SMRP Benefits Benefit equal to the amount payable under the SMRP determined as if the SMSP benefit were fully vested and the severance pay constituted covered compensation for purposes of the SMSP. Retirement Benefits If applicable, benefits equal to the actuarial equivalent present value of any non-vested accrued benefit under Exelon’s qualified defined benefit retirement plan. All current NEOs are fully vested. Insurance, Health and Welfare Benefits Life, disability, accident, health and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees, followed by retiree health coverage if applicable. (a) Financial Planning Outplacement and financial planning services for at least 12 months. __________ (a) Executives are eligible for retirement benefits, including retiree health coverage, if they are at least 55 years old and have completed at least 10 years of service. Payments under the SMSP are subject to reduction by Exelon to the extent necessary to avoid imposition of excise taxes imposed by Section 4999 of the Internal Revenue Code on excess parachute payments or under similar state or local law. Change in Control Benefits NEOs are eligible for certain benefits upon certain involuntary terminations or a resignation for “good reason” (which generally includes certain reductions in compensation and benefits, reductions in position, duties or responsibilities, relocations or breaches by the company of the SMSP) in connection with a change in control of Exelon Corporation. Pursuant to the terms of his separation agreement, Mr. Cornew is not eligible for change in control benefits. Under the SMSP, a “change in control” includes any of the following: (a) when any person or group acquires 20% of Exelon’s then outstanding common stock or of voting securities; (b) the incumbent members of the Exelon board (or new members nominated by a majority of incumbent directors) cease to constitute at least a majority of the members of the Exelon board; (c) consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 50% of Exelon’s operating assets (excluding a transaction where Exelon shareholders retain at least 60% of the voting power); or (d) upon shareholder approval of a plan of complete liquidation or dissolution. If the executive resigns for good reason or his or her employment is terminated by Exelon other than for cause or disability, during the period commencing 90 days before a change of control or during the 24-month period following a change in control, the executive is entitled to the benefits outlined below. 188 Table of Contents Severance Pay The executive receives 2.99 times base salary (2.0 times for Mr. Wright and 1.5 times from Mr. Eggers and Mr. Rhoades) to be paid in substantially equal regular payroll installments. Annual Incentive Target annual incentive award for a period of 2.99 years (2.0 times for Mr. Wright and 1.5 times from Mr. Eggers and Mr. Rhoades) after termination of employment and a pro-rated annual incentive award for the year in which the termination of employment occurs. Equity Awards 1. RSUs: Unvested awards vest 2. LTIP (including performance shares): Prorated portion vests based on actual performance; payable at the time provided for in the award terms 3. Stock Options: Outstanding awards are immediately exercisable and may be exercised until the earlier of 5 years from termination date or expiration date of award. SMRP Benefits Benefit equal to the amount payable under the SMRP determined as if (1) the executive had 18 additional months (2.99 years for Mr. Crane, Mr. Dominguez, and Mr Hanson; 2.0 times for Mr. Wright) of age and years of service and (2) the severance pay constituted covered compensation for purposes of the SMRP. Retirement Benefits Benefits equal to the actuarial equivalent present value of any non-vested accrued benefit under Exelon’s qualified defined benefit retirement plan. All current NEOs are fully vested. Insurance, Health and Welfare Benefits Life, disability, accident, health and other welfare benefit coverage continues during the severance pay period on the same terms and conditions applicable to active employees, followed by retiree health coverage if applicable. (a) Financial Planning Outplacement and financial planning services for at least 12 months. __________ (a) Executives are eligible for retirement benefits, including retiree health coverage, if they are at least 55 years old and have completed at least 10 years of service. 2021 Estimated Value of Benefits to be Received Upon Retirement The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs, except Mr. Cornew, assuming they retired as of December 31, 2021. As of December 31, 2021, Mr. Eggers and Mr. McHugh had not reached the minimum age required to be eligible for retirement benefits. These payments and benefits are in addition to the present value of the accumulated benefits from each NEO’s qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the Deferred Compensation section. Name Cash Payment (a) Value of Unvested Equity Awards (b) Total Value of All Payments and Benefits (c) Crane $ 2,169,000 $ 37,613,000 $ 39,782,000 Dominguez 847,000 3,864,000 4,711,000 Cornew — — — Wright 240,000 1,669,000 1,909,000 Eggers 470,000 — 470,000 Hanson 660,000 5,969,000 6,629,000 McHugh 422,000 — 422,000 Rhoades 492,000 4,631,000 5,123,000 __________ (a) Under the terms of the 2021 AIP, a pro-rated actual incentive award is payable upon retirement based on the number of days worked during the year of retirement. The amount above represents the executive’s 2021 annual incentive payout after Company/business unit performance was determined. (b) Includes the value of the executives’ unvested performance share awards granted in 2019, 2020 and 2021 assuming target performance and the accelerated portion of the executives’ RSU awards that, per applicable awards terms, would vest upon retirement. The value of the shares is based on Exelon’s closing stock price on December 31, 2021 of $57.76. (c) Estimate of total payments and benefits based on a December 31, 2021 retirement date. 189 Table of Contents 2021 Estimated Value of Benefits to be Received Upon Termination due to Death or Disability The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs, except Mr. Cornew, assuming employment is terminated due to death or disability as of December 31, 2021. These payments and benefits are in addition to the present value of the accumulated benefits from the NEOs’ qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the Deferred Compensation section. Name Cash Payment (a) Value of Unvested Equity Awards (b) Total Value of All Payments and Benefits (c) Crane $ 2,169,000 $ 37,613,000 $ 39,782,000 Dominguez 847,000 6,175,000 7,022,000 Cornew — — — Wright 240,000 1,669,000 1,909,000 Eggers 470,000 2,949,000 3,419,000 Hanson 660,000 8,279,000 8,939,000 McHugh 422,000 6,910,000 7,332,000 Rhoades 492,000 6,942,000 7,434,000 __________ (a) Under the terms of the 2021 AIP, a pro-rated actual incentive award is payable upon death or disability based on the number of days worked during the year of termination. The amount above represents the executives’ 2021 annual incentive payout after Company/business unit performance was determined. (b) Includes the value of the executives’ unvested performance share awards granted in 2019, 2020, and 2021 assuming target performance and the accelerated portion of the executives’ RSU awards that, per applicable awards terms, would vest upon death or disability. The value of the shares is based on Exelon’s closing stock price on December 31, 2021 of $57.76. (c) Estimate of total payments and benefits based on a December 31, 2021 termination due to death or disability. 2021 Estimated Value of Benefits to be Received Upon Involuntary Separation Not Related to a Change in Control The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs assuming they were terminated as of December 31, 2021 under the terms of the SMSP. These payments and benefits are in addition to the present value of the accumulated benefits from the NEOs’ qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in the tables within the Deferred Compensation section. Name Cash Payment (a) Retirement Benefit Enhancement (b) Value of Unvested Equity Awards (c) Health and Welfare Benefit Continuation (d) Perquisites and Other Benefits (e) Total Value of All Payments and Benefits (f) Crane $ 8,829,000 $ 1,825,000 $ 37,613,000 $ 117,000 $ 40,000 $ 48,424,000 Dominguez 5,782,000 395,000 5,911,000 47,000 40,000 12,175,000 Cornew — — — — — — Wright 1,269,000 142,000 1,669,000 26,000 40,000 3,146,000 Eggers 2,014,000 108,000 2,227,000 25,000 40,000 4,414,000 Hanson 3,343,000 1,612,000 8,234,000 41,000 40,000 13,270,000 McHugh 2,811,000 — 3,787,000 45,400 40,000 6,683,400 Rhoades 2,067,000 2,113,000 6,897,000 28,000 40,000 11,145,000 __________ (a) Represents the estimated cash severance benefit equal to the severance multiple times the sum of the executive’s (i) current base salary and (ii) the annual incentive award at target, plus a pro-rated annual incentive award for the year in which termination occurs. The amount above represents the executives’ 2021 annual incentive payout after Company/business unit performance was deter. (b) Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the severance pay period was 190 Table of Contents taken into account for purposes of vesting, and the severance pay constituted covered compensation for purposes of the non-qualified pension plan. (c) Includes the value of the executives’ unvested performance shares, which will vest upon termination at the actual level earned and awarded (it is assumed the 2019, 2020, and 2021 performance shares are earned at target) and the accelerated portion of the executives’ RSUs that would vest upon an involuntary separation not related to a change in control. The value of the shares is based on Exelon’s closing stock price on December 31, 2021 of $57.76. (d) Estimated costs of healthcare, life insurance, and long-term disability coverage which continue during the severance period. (e) Estimated costs of outplacement and financial planning services for up to 12 months for all NEOs. (f) Estimate of total payments and benefits based on a December 31, 2021 termination date. 2021 Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change in Control The following table shows the estimated value of payments and other benefits to be conferred upon the NEOs, except Mr. Cornew, assuming they were terminated upon a qualifying change in control as of December 31, 2021. These payments and benefits are in addition to the present value of accumulated benefits from the NEOs’ qualified and non-qualified pension plans shown in the tables within the Pension Benefit section and the aggregate balance due to each NEO that is shown in tables within the Deferred Compensation section. Name Cash Payment (a) Retirement Benefit Enhancement (b) Value of Unvested Equity Awards (c) Health and Welfare Benefit Continuation (d) Perquisites and Other Benefits (e) Potential Scaleback Total Value of All Payments and Benefits (f) Crane $ 12,126,000 $ 2,854,000 $ 37,613,000 $ 175,000 $ 40,000 $ — $ 52,808,000 Dominguez 8,225,000 590,000 6,175,000 70,000 40,000 — 15,100,000 Cornew — — — — — — — Wright 1,613,000 266,000 1,669,000 35,000 40,000 — 3,623,000 Eggers 2,323,000 130,000 2,949,000 30,000 40,000 (380,000) 5,092,000 Hanson 4,670,000 2,640,000 8,279,000 61,000 40,000 — 15,690,000 McHugh 3,993,000 — 6,910,000 68,000 40,000 (323,000) 10,688,000 Rhoades 2,382,000 3,177,000 6,942,000 34,000 40,000 (1,023,000) 11,552,000 __________ (a) Represents the estimated cash severance benefit equal to the change in control severance multiple times the sum of the executive’s (i) current base salary and (ii) the annual incentive award at target, plus a pro-rated annual incentive award for the year in which termination occurs. The amount above represents the executives’ 2021 annual incentive payout after Company/business unit performance was determined. (b) Represents the estimated retirement benefit enhancement that consists of a one-time lump sum payment based on the actuarial present value of a benefit under the non-qualified pension plan assuming that the respective severance pay constituted covered compensation for purposes of the non-qualified pension plan. (c) Includes the value of the executives’ unvested performance shares, which will vest upon termination at the actual level earned and awarded (it is assumed the 2019, 2020, and 2021 performance shares are earned at target) and the accelerated portion of the executives’ RSUs that would vest upon a qualifying termination following a change in control. The value of the shares is based on Exelon’s closing stock price on December 31, 2021 of $57.76. (d) Estimated costs of healthcare, life insurance and long-term disability coverage which continue during the severance period. (e) Estimated costs of outplacement and financial planning services for up to 12 months for all NEOs. (f) Estimate of total payments and benefits based on a December 31, 2021 termination date. Director Compensation The Company did not pay any compensation to directors in 2021 due to the fact that the separation from Exelon was not completed until February 1, 2022. Following the distribution, the Company’s non-employee director compensation program is subject to the review and approval of the Company’s board upon the recommendation of the Corporate Governance Committee. The director compensation program for the Company is designed to enable ongoing attraction and retention of highly qualified directors and to address the time, effort, expertise and accountability required of active board membership. 191 Table of Contents The non-employee director compensation program comprises cash and equity components. The following chart shows the initial annual retainers for non-employee directors as well as additional fees paid to the independent chair and committee chairs. Directors serving in multiple leadership roles will receive incremental compensation for each role. Role Cash Deferred Stock Units Total All Directors (base retainer) $ 125,000 $ 155,000 $ 280,000 Independent Board Chair 200,000 — 200,000 Audit Committee Chair 25,000 — 25,000 Compensation Committee Chair 20,000 — 20,000 Governance Committee Chair 20,000 — 20,000 Nuclear Oversight Committee Chair (a) 20,000 — 20,000 __________ (a) All members of the Nuclear Oversight Committee, including the chair, receive a $20,000 retainer. Directors do not receive additional compensation for attending regularly scheduled board or committee meetings. All board fees are paid quarterly in arrears. New directors joining the board receive a prorated fee for the quarter based on the date of their election. Directors may elect to defer any portion of cash compensation into a non-qualified multi-fund deferred compensation plan. Under the plan, each director has an unfunded account where the dollar balance can be invested in one or more of several mutual funds. Fund balances are settled in cash and may be distributed in a lump sum or in annual installment payments upon a director reaching age 65, age 72, or upon departure from the board. Deferred stock units earn dividend equivalents which are reinvested in the deferred stock accounts as additional stock units. The account balance of deferred stock units will be settled in shares of the Company common stock and may be distributed in a lump sum or in annual installments upon reaching age 65, age 72, or upon a director’s departure from the board. 192 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table shows the ownership of our common stock as of February 15, 2022 by each Director and each executive officer, and for all Directors and executive officers as a group. Directors and Named Executive Officers Beneficial Ownership of Common Stock (a)(b) Laurie Brlas 12,992 Yves de Balmann 92,949 Rhonda Ferguson — Bradley Halverson — Charles Harrington — Julie Holzrichter — Ashish Khandpur — Robert Lawless 111,448 John Richardson 9,463 Joseph Dominguez 121,532 Kathleen Barrón 51,740 Matthew Bauer 10,946 David Dardis 24,837 Daniel Eggers 30,341 Bryan Hanson 103,494 Michael Koehler 59,657 James McHugh 87,882 Directors & Executive Officers as a group (17 people) 717,281 __________ (a) Includes any shares as to which the individual has sole or shared voting or investment power, Directors’ deferred stock units, officers’ RSUs and deferred shares held in the Stock Deferral Plan, and Directors’ and officers’ phantom shares held in a non-qualified deferred compensation plan which will be settled in cash on a 1 for 1 basis upon retirement or termination. (b) Total share interest of Directors and executive officers, both individually and as a group, represents less than 1% of the outstanding shares of our common stock. Shown in the table below are those owners who are believed by the Company to hold more than 5% of the outstanding common stock. This information is based on the most recent Schedule 13G (or Schedule 13G/A) filed with the SEC by the following investors with respect to their ownership of Exelon common stock as of December 31, 2021, and adjusted by the distribution ratio of one share of our common stock for every three shares of Exelon used in the separation transaction from Exelon: • BlackRock, Inc. filed on February 3, 2022; • Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP jointly filed on February 4, 2022; • The Vanguard Group filed on February 9, 2022; • Capital International Investors filed on February 11, 2022; and • State Street Corporation filed on February 14, 2022 193 Table of Contents Name and Address of Beneficial Owner Shares Beneficially Owned Percentage of Class The Vanguard Group (a) 100 Vanguard Blvd., Malvern, PA 19355 28,165,735 8.65 % Wellington Management Group LLP (b) Wellington Group Holdings LLP Wellington Investment Advisors Holdings LLP c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210 25,856,455 7.94 % BlackRock, Inc. (c) 55 East 52nd Street, New York, NY 10055 25,125,470 7.70 % Capital International Investors (d) 333 South Hope Street, 55th Fl, Los Angeles, CA 90071 20,222,555 6.20 % State Street Corporation (e) State Street Financial Center One Lincoln Street, Boston, MA 02111 20,057,276 6.16 % __________ (a) The Vanguard Group disclosed in its Schedule 13G/A that it has shared voting power over 499,252 shares, sole dispositive power over 26,864,925 shares, and shared dispositive power over 1,300,811 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock. (b) Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP disclosed in their Schedule 13G/A that they have shared voting power over 24,970,079 shares and shared dispositive power over 25,856,455 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock. (c) BlackRock, Inc. disclosed in its Schedule 13G/A that it has sole power to vote or to direct the vote of 22,039,266 shares and sole power to dispose or direct the disposition of 25,720,619 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock. (d) Capital International Investors disclosed in its Schedule 13G that it has sole voting power over 20,217,549 shares and sole dispositive power over 20,222,555 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock. (e) State Street Corporation disclosed in its Schedule 13G that it has shared voting power over 15,899,278 shares and shared dispositive power over 20,043,308 shares, adjusted in each case after applying the distribution ratio of one share of our common stock for each three shares of Exelon common stock. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Related Person Transactions We have adopted a written policy on the review, approval or ratification of transactions with related persons, which is overseen by the Corporate Governance Committee and is available on our website. The policy provides that the Committee or the Committee chair will review any proposed, existing, or completed transactions in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors and executive officers and their immediate family members, as well as stockholders beneficially owning 5% or more of our outstanding stock as defined in SEC rules. Our General Counsel reviews relevant information on transactions, arrangements, and relationships disclosed and makes a determination as to the existence of a related person transaction as defined by SEC rules and the policy. Related person transactions that are in, or not inconsistent with, the best interests of the Company are approved by the Corporate Governance Committee and reported to the Board. Related person transactions are disclosed in accordance with applicable SEC and other regulatory requirements. There were no related person transactions identified for 2021. Director Independence Our Board of Directors has determined that all non-employee directors who serve on the Board are independent according to applicable law and the listing standards of The Nasdaq Stock Market, as incorporated into the Independence Standards for Directors in our Corporate Governance Principles. The Board also determined that the members of the Audit and Risk Committee, Compensation Committee, and Corporate Governance 194 Table of Contents Committee are independent within the meaning of applicable laws, Nasdaq governance requirements, and the Independence Standards for Directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Pursuant to the Audit and Risk Committee’s pre-approval policy, the Committee pre-approves all audit and non-audit services to be provided by the independent auditor taking into account the nature, scope, and projected fees of each service as well any potential implications for auditor independence. The policy specifically sets forth services that the independent auditor is prohibited from performing by applicable law or regulation. Further, the Audit and Risk Committee may prohibit other services that in its view may compromise, or appear to compromise, the independence and objectivity of the independent auditor. Predictable and recurring audit and permitted non-audit services will be considered for pre-approval by the Audit and Risk Committee on an annual basis. For any services not covered by these initial pre-approvals, the Audit and Risk Committee has delegated authority to the Committee Chair to pre-approve any audit or permitted non-audit service with fees in amounts less than $500,000. Services with fees exceeding $500,000 require full Committee pre-approval. The Audit and Risk Committee receives quarterly reports on the actual services provided by and fees incurred with the independent auditor. No services were provided pursuant to the de minimis exception to the pre-approval requirements contained in the SEC’s rules. Since we were a wholly owned subsidiary of Exelon as of December 31, 2021, for 2021 the Exelon Audit Committee reviewed the PricewaterhouseCoopers 2021 Audit Plan and proposed fees and concluded that the scope of audit was appropriate, and the proposed fees were reasonable. The following table presents the fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of Constellation’s annual financial statements for the years ended December 31, 2021 and December 31, 2020, and fees billed for other services provided during those periods. These fees include an allocation of amounts billed directly to Exelon. The fees include amounts related to the year indicated, which may differ from amounts billed. Year Ended December 31, (in thousands) 2021 2020 Audit fees (a) $ 10,788 $ 12,236 Audit related fees (b) 1,080 925 Tax fees (c) 648 416 All other fees (d) 86 16 Total $ 12,602 $ 13,593 __________ (a) Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including SEC financial statement audits and reviews, review of documents filed with the SEC, issuance of comfort letters and consents for debt issuances and other attest services required by statute or regulation. (b) Audit related fees consist of assurance and related services that are traditionally performed by the principal auditor and are reasonably related to the performance of the audit or review of the financial statements or other assurance services to comply with contractual requirements, financial accounting, or reporting and control consultations. (c) Tax fees consist of tax compliance, planning and advice services, including tax return preparation, refund claims, tax payment planning, assistance with tax audits and appeals, advice related to mergers and acquisitions and transactions, or requests for rulings or technical advice from tax authorities. (d) All other fees consist of system implementation quality assurance services and accounting research software license cost. 195 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this report: Constellation Energy Generation, LLC and Subsidiary Companies (i) Financial Statements (Item 8): Report of Independent Registered Public Accounting Firm dated February 25, 2022 of PricewaterhouseCoopers LLP (PCAOB ID 238 ) Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019 Consolidated Balance Sheets at December 31, 2021 and 2020 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2020, and 2019 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2021, 2020, and 2019 Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto 196 Table of Contents Constellation Energy Generation, LLC and Subsidiary Companies Schedule II – Valuation and Qualifying Accounts Column A Column B Column C Column D Column E Additions and adjustments Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period (In millions) For the year ended December 31, 2021 Allowance for credit losses $ 32 $ 34 $ — $ 7 (a) $ 59 Deferred tax valuation allowance 23 — ( 1 ) — 22 Reserve for obsolete materials 265 ( 6 ) ( 2 ) 7 250 For the year ended December 31, 2020 Allowance for credit losses $ 81 $ 12 $ ( 56 ) (b) $ 5 (a) $ 32 Deferred tax valuation allowance 24 — ( 1 ) — 23 Reserve for obsolete materials 143 123 (c) ( 1 ) — 265 For the year ended December 31, 2019 Allowance for credit losses $ 104 $ 27 $ ( 11 ) $ 39 (a) $ 81 Deferred tax valuation allowance 26 — ( 2 ) — 24 Reserve for obsolete materials 145 — — 2 143 __________ (a) Write-offs, net of recoveries of individual accounts receivable. (b) Reflects the sale of customer accounts receivable in the second quarter of 2020. See Note 6—Accounts Receivable of the Notes to Consolidated Financial Statements for additional information. (c) Primarily reflects expense resulting from materials and supplies inventory reserve adjustments as a result of the decision to early retire Byron, Dresden, and Mystic 8 and 9. See Note 7—Early Plant Retirements of the Notes to Consolidated Financial Statements for additional information. 197 Table of Contents Exhibits required by Item 601 of Regulation S-K: Certain of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities and Exchange Act of 1934, as amended. Certain other instruments which would otherwise be required to be listed below have not been so listed because such instruments do not authorize securities in an amount which exceeds 10% of the total assets of the applicable registrant and its subsidiaries on a consolidated basis and the relevant registrant agrees to furnish a copy of any such instrument to the Commission upon request. Exhibit No. Description 2-1 Separation Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 2.1) 3-1 Amended and Restated Articles of Incorporation of Constellation Energy Corporation, effective January 31, 2022 (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 3.1) 3-2 Amended and Restated Bylaws of Constellation Energy Corporation, effective January 31, 2022 (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 3.2) 3-3 Amended and Restated Certificate of Organization, as amended, of Constellation* 3-4 Amended and Restated Operating Agreement of Constellation* 4-1 Form of 4.25% Senior Note due 2022 issued by Constellation (File No. 333-85496, Form 8-K dated June 18, 2012, Exhibit 4.1) 4-2 Form of 5.60% Senior Note due 2042 issued by Constellation (File No. 333-85496, Form 8-K dated June 18, 2012, Exhibit 4.2) 4-3 Form of 6.000% Senior Notes due 2033 issued by Constellation (File No. 333-85496, Form 8-K dated September 30, 2013, Exhibit No. 4.1) 4-4 Indenture dated as of September 28, 2007 from Constellation to U.S. Bank National Association, as trustee (File No. 333-85496, Form 8-K dated September 28, 2007, Exhibit 4.1) 4-5 Form of 6.25% Constellation Senior Note due 2039 (File No. 333-85496, Form 8-K dated September 23, 2009, Exhibit 4.2) 4-6 Form of 4.00% Constellation Senior Note due 2020 (File No. 333-85496, Form 8-K dated September 30, 2010, Exhibit 4.1) 4-7 Form of 5.75% Constellation Senior Note due 2041 (File No. 333-85496, Form 8-K dated September 30, 2010, Exhibit 4.2) 4-8 Indenture, dated as of September 30, 2013, among Continental Wind, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee (File No. 333-85496, Form 8-K dated September 30, 2013, Exhibit 4.1) 4-9 Form of Constellation 3.400% notes due 2022 (File No. 333-85496, Form 8-K dated March 10, 2017, Exhibit 4.2) 4-10 Form of Constellation 3.250% Senior Notes due 2025 (File No. 333-85496, Form 8-K dated May 15, 2020, Exhibit 4.1) 4-11 Indenture, dated as of February 9, 2022, between Constellation and Deutsche Bank Trust Company Americas, as trustee* 4-12 First Supplemental Indenture, dated as of February 9, 2022, between Constellation and Deutsche Bank Trust Company Americas, as trustee* 4-13 Form of Constellation 3.046% Senior Notes due 2027 (incorporated by reference to Exhibit 4.12 filed herewith) 4-14 Facility Agreement, dated as of February 9, 2022, among Constellation, Fells Point Funding Trust and Deutsche Bank Trust Company Americas, as trustee* 198 Table of Contents 4-15 Letter of Credit Facility Agreement, dated February 9, 2022, among Constellation, Deutsche Bank Trust Company Americas, as administrative and collateral agent, and the various financial institutions from time to time parties thereto* 4-16 Amended and Restated Declaration of Trust of Fells Point Funding Trust, dated as of February 9, 2022* 4-17 Pledge and Control Agreement, dated as of February 9, 2022, among Fells Point Funding Trust, Constellation, Deutsche Bank Company Americas, as collateral agent and securities intermediary* 10-1 Transition Services Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.1) 10-2 Tax Matters Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.2) 10-3 Employee Matters Agreement, dated January 31, 2022, between Exelon and Constellation (File No. 001-41137, Form 8-K dated February 2, 2022, Exhibit 10.3) 10-4 Credit Agreement, dated as of November 28, 2017, as thereafter amended and conformed among Constellation Renewables, LLC, Constellation Renewables Holding, LLC, Morgan Stanley Senior Funding, Inc. as administrative agent, Wilmington Trust, National Association, as depository bank and collateral agent, and the lenders and other agents party thereto. (Certain portions of this exhibit have been omitted by redacting a portion of text, as indicated by asterisks in the text. This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.) (File No. 001-16169, Form 10-K dated February 9, 2018, Exhibit 10.94) 10-5 Receivables Purchase Agreement, dated as of April 8, 2020, among Constellation NewEnergy, Inc. as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as Agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-16169, Form 8-K dated April 9, 2020, Exhibit 10.1) 10-6 Credit Agreement, among Constellation Renewables, LLC, the lenders party thereto, Jefferies Finance LLC, as administrative agent, and Wilmington Trust, National Association, as depositary bank and collateral agent, dated December 15, 2020 (File No. 333-85496, Form 8-K dated December 15, 2020, Exhibit 1.1) 10-7 Amendment No. 2 to Receivables Purchase Agreement, dated as of March 29, 2021, among Constellation NewEnergy, Inc., as servicer, and NewEnergy Receivables LLC, as seller, MUFG Bank, LTD., as agent, the Conduits party thereto, the Financial Institutions party thereto and the Purchaser Agents party thereto (File No. 001-16169, Form 8-K, dated March 31, 2021, Exhibit 10.1) 10-8 Settlement Agreement, dated August 6, 2021, between Constellation and EDF Inc. (File No. 333-85496, Form 10-Q dated November 3, 2021, Exhibit 10.1) 10-9 364-Day Term Loan Credit Agreement, dated August 6, 2021, between Generation and Barclays Bank PLC (File No. 333-85496, Form 10-Q dated November 3, 2021, Exhibit 10.2) 10-10 $3,500,000,000 Credit Agreement dated as of February 1, 2022, among Constellation, JPMorgan Chase Bank, N.A., as Administrative Agent, and various financial institutions, as lenders* 10-11 Constellation Energy Corporation Non-Employee Deferred Stock Unit Plan* 10-12 Constellation Energy Corporation Unfunded Deferred Compensation Plan for Directors* 10-13 Constellation Energy Group Deferred Compensation Plan for Non-Employee Directors* 10-14 Constellation Energy Corporation Senior Management Severance Plan* 10-15 Constellation Energy Corporation Deferred Compensation Plan* 10-16 Constellation Energy Corporation Supplemental Management Retirement Plan* 10-17 Constellation Energy Corporation PECO Supplemental Pension Benefit Plan* 199 Table of Contents 10-18 Constellation Energy Group Nonqualified Deferred Compensation Plan* 10-19 Constellation Energy Group Benefits Restoration Plan* 10-20 Constellation Energy Corporation Supplemental Pension Plan* 10-21 Constellation Energy Corporation Long-Term Incentive Plan* 10-22 Constellation Energy Corporation Employee Stock Purchase Plan* 10-23 Form of Restricted Stock Unit Retention Award under the Constellation Energy Corporation Long-Term Incentive Plan* 10-24 Form of Restricted Stock Unit Award under the Constellation Energy Corporation Long-Term Incentive Plan* 10-25 Form of Performance Share Award under the Constellation Energy Corporation Long-Term Incentive Plan* 10-26 Form of Separation Agreement under the Constellation Energy Corporation Senior Management Severance Plan* Subsidiaries 21-1 Constellation Energy Corporation 21-2 Constellation Energy Generation, LLC Consent of Independent Registered Public Accountants 23-1 Constellation Energy Corporation Power of Attorney (Constellation Energy Corporation) 24-1 Laurie Brlas 24-2 Yves C. de Balmann 24-3 Rhonda Ferguson 24-4 Bradley Halverson 24-5 Charles Harrington 24-6 Julie Holzrichter 24-7 Ashish Khandpur 24-8 Robert Lawless 24-9 John Richardson 200 Table of Contents Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as to the Annual Report on Form 10-K for the year ended December 31, 2021 filed by the following officers for the following registrants: Exhibit No. Description 31-1 Filed by Joseph Dominguez for Constellation Energy Corporation 31-2 Filed by Daniel L. Eggers for Constellation Energy Corporation 31-3 Filed by Joseph Dominguez for Constellation Energy Generation, LLC 31-4 Filed by Daniel L. Eggers for Constellation Energy Generation, LLC Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code as to the Annual Report on Form 10-K for the year ended December 31, 2021 filed by the following officers for the following registrants: Exhibit No. Description 32-1 Filed by Joseph Dominguez for Constellation Energy Corporation 32-2 Filed by Daniel L. Eggers for Constellation Energy Corporation 32-3 Filed by Joseph Dominguez for Constellation Energy Generation, LLC 32-4 Filed by Daniel L. Eggers for Constellation Energy Generation, LLC 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) __________ * Filed herewith. ITEM 16. FORM 10-K SUMMARY We may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information. 201 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore and State of Maryland on the 25th day of February, 2022. CONSTELLATION ENERGY CORPORATION By: /s/ JOSEPH DOMINGUEZ Name: Joseph Dominguez Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 25th day of February, 2022. Signature Title /s/ JOSEPH DOMINGUEZ President and Chief Executive Officer (Principal Executive Officer) Joseph Dominguez /s/ DANIEL L. EGGERS Executive Vice President and Chief Financial Officer (Principal Financial Officer) Daniel L. Eggers /s/ MATTHEW N. BAUER Senior Vice President and Controller (Principal Accounting Officer) Matthew N. Bauer This annual report has also been signed below by David Dardis, Attorney-in-Fact, on behalf of the following Directors on the date indicated: Laurie Brlas Julie Holzrichter Yves C. de Balmann Ashish Khandpur Rhonda Ferguson Robert Lawless Bradley Halverson John Richardson Charles Harrington By: /s/ DAVID DARDIS February 25, 2022 Name: David Dardis 202 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore and State of Maryland on the 25th day of February, 2022. CONSTELLATION ENERGY GENERATION, LLC By: /s/ JOSEPH DOMINGUEZ Name: Joseph Dominguez Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 25th day of February, 2022. Signature Title /s/ JOSEPH DOMINGUEZ President and Chief Executive Officer (Principal Executive Officer) Joseph Dominguez /s/ DANIEL L. EGGERS Executive Vice President and Chief Financial Officer (Principal Financial Officer) Daniel L. Eggers /s/ MATTHEW N. BAUER Senior Vice President and Controller (Principal Accounting Officer) Matthew N. Bauer 203