UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Exelon Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Notice of the Annual Meeting
and 2020 Proxy Statement

Cautionary Statements Regarding Forward-Looking Information

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by Exelon Corporation include those factors discussed herein, as well as (1) the items discussed in Exelon’s 2019 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 23 and (2) other factors discussed in filings with the SEC by Exelon. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this proxy statement. Exelon does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this proxy statement.

Table of Contents

Letter from the Board of Directors to our Shareholders	2
Notice of the Annual Meeting of Shareholders and 2020 Proxy Statement	4
About Exelon	5
Exelon is America’s Leading Energy Provider	5
Our Strategy	6
Our Director Nominees	8
Commitment to Sustainability	10
Human Capital Management	11
Proxy Voting Roadmap	12
Board and Corporate Governance Matters	14
Proposal 1
Election of Directors	14
Director Qualifications and Nomination	14
Director Independence	16
Related Person Transactions	16
Director Nominees	16
Overview of Board’s Role	23
Key Governance Highlights	23
Board Oversight of Risk	24
Director Attendance	25
Board Leadership	25
Board Diversity & Refreshment	25
Board Committees	26
Board, Committee, and Individual Director Evaluations	29
Director Education	30

Corporate Governance Principles	30
Process for Communicating with the Board	30
Compensation of Non-Employee Directors	31
2019 Director Compensation	32
Audit Committee Matters	33
Proposal 2
Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2020	33
Evaluation of the Independent Auditor	34
Independence	34
Selection of Lead Engagement Partner	34
Critical Audit Matters	34
Fees Subject to Pre-approval Policy	35
Auditor Fees	35
Report of the Audit Committee	35
Executive Compensation	36
Proposal 3
Say-on-Pay: Advisory Vote on Executive Compensation	36
Compensation Discussion & Analysis	37
Executive Compensation Program	39
Compensation Governance and Oversight	49
Report of the Compensation and Leadership Development Committee	54
Summary Compensation Table	55
Grants of Plan-Based Awards	57

Outstanding Equity Awards at Year End	58
Option Exercises and Stock Vested	59
Pension Benefits	59
Deferred Compensation Programs	61
Potential Payments upon Termination or Change in Control	62
CEO Pay Ratio	67
Approval of 2020 Long-Term Incentive Plan	68
Proposal 4
2020 Long-Term Incentive Plan	68
Ownership of Exelon Stock	75
Stock Ownership of Directors and Executive Officers	75
Other Significant Owners of Exelon Stock	76
Additional Information	77
Shareholder Proposals for 2021 Annual Meeting of Shareholders	77
Director Nominations for 2021	77
Availability of Corporate Documents	78
Frequently Asked Questions	79
Appendix	82
2020 Long-Term Incentive Plan	82
Definitions of Non-GAAP Measures	96
Categorical Standards of Independence	97
Acronyms Used	98

New in this Year’s Proxy Statement

Letter from our Board of Directors	page 2
Enhanced disclosure about our environmental sustainability efforts	page 10
Enhanced disclosure about our approach to human capital management	page 11
An updated skills matrix	page 15
Biographical information about one new independent director	page 21
Disclosure about Board Diversity and Board Refreshment	page 25
Disclosures about changes to executive compensation for 2020	page 52
Also see “Acronyms Used” at Appendix D for a guide to the acronyms used throughout our proxy statement.

www.exeloncorp.com       1

Letter from the Board of Directors
to our Shareholders

March 18, 2020

Dear Fellow Shareholders,

As your directors, we actively engage in the oversight of Exelon’s business and strategies, capital and risk management, governance, executive compensation design and succession planning, and environmental stewardship.

Our objectives are to support Exelon’s ability to operate at world-class levels, execute on its strategies and meet its commitments to our shareholders, employees, customers and communities.

Key Board actions and achievements
Our corporate governance practices and structures informed the following actions and developments this past year.

Continued work to refresh Board
A continuing focus of the Board, as well as our investors, has been on board composition matters. Our Corporate Governance Committee has been actively engaged in planning for changes to our Board’s composition as a result of our mandatory retirement policy and in light of other departures. The Committee’s focus has been on ensuring critical skill sets and experiences are maintained, while also ensuring the diverse attributes of the Board’s overall composition are enhanced.

Maintained effective executive compensation program
Our Compensation and Leadership Development Committee actively monitors the effectiveness of the executive compensation program design, as informed by investor input and results of our annual say on pay vote. Our say on pay vote item has been supported by an average of 90% for the past three years.

That said, the Committee updated the terms of the senior management severance plan, incentive awards and change-in-control benefits to align better with market practices and further enhance the effectiveness and transparency of Exelon’s program design. The changes are more fully discussed in the Compensation Discussion and Analysis section of the proxy.

Oversight of response to government inquiries
Exelon and its Illinois-based utility, Commonwealth Edison, have been cooperating fully with requests made in two subpoenas from the U.S. Attorney’s office for the Northern District of Illinois and a request from the Securities and Exchange Commission. Authorities have sought information about, among other things, the companies’ Illinois lobbying practices and communications with certain Illinois public officials. We’ve pledged full and continuing cooperation.

We formed a Special Oversight Committee of independent directors to oversee an investigation into these matters and Exelon’s cooperation and compliance with the information requests made by the U.S. Attorney’s office and Securities and Exchange Commission, as well as any resulting actions that may be required or recommended. The Committee has met regularly since July, and together with the advice of its own external legal advisors, has provided valuable counsel to our Board.

While we cannot predict the outcome of this matter, as your stewards, we are fully committed to providing thorough and complete oversight and will, as a Board, take any necessary actions to address this matter. The Board will not tolerate any actions or behaviors demonstrating anything less than the highest standards of ethics and compliance for the Company.

Approved move to Nasdaq equities marketplace
The transfer of Exelon’s common stock to Nasdaq aligned with Exelon’s strategies to innovate and lead the power industry toward a future of cleaner air and affordable and reliable energy for the benefit of our customers and communities. The move was also fiscally prudent and resulted in cost savings.

Implemented disclosure effectiveness initiative
Our Audit Committee oversaw a management initiative to drive disclosure effectiveness in the company’s SEC reports in keeping with developments and best practices for external reporting. The initiative spanned an 18-month period and achieved its objectives to improve the usefulness, relevance, and readability of our SEC disclosures by better leveraging tables, bullet points, and cross-referencing to eliminate redundancies and adding certain disclosures to better align with authoritative guidance or industry practice.

Support of Diversity and Inclusion
The Board clearly recognizes the importance of diversity and inclusion in the workplace, supply chain and other areas, and therefore is very engaged with management’s efforts in these areas. The Board regularly discusses and provides strategic oversight for a range of topics in these areas including Exelon’s employee engagement surveys and associated initiatives, diverse supplier spend across Exelon and efforts to assist diverse suppliers in improving their capabilities to attract more business opportunities.

Cultural Oversight
Our Board actively seeks out regular interactions with employees. As examples, our Generation Oversight Committee meets at a different generating facility for each of its meetings and conducts a site tour at each meeting. These site tours are led by plant employees who meet with the directors and explain site-specific

2       Exelon 2020 Proxy Statement

Letter from the Board of Directors to our Shareholders

operational enhancements and new developments. Site employees then join directors for small table lunch discussions.

Other opportunities include the ability for directors to attend the annual Innovation Expo described on page 11 where employees are able to showcase their innovation initiatives and provide us with insights on product and service developments. In addition, members of the Board spent a day touring Exelon’s cyber and physical security operations center where they engaged with security and IT personnel. These valuable interactions involving unfettered and unscripted access to employees enable us to gauge the cultural tone and attitude of Exelon’s employees.

Sustainable Operations
The Board’s commitment to sustainable environmental, social and governance (ESG) tenets is foundational and unwavering. Virtually every Board or Committee meeting addresses some aspect of ESG and what Exelon is doing to fulfill its purpose of Powering a Cleaner and Brighter Future for our Customers and Communities.

A summary of these efforts can be found on pages 10 & 11 in this proxy statement and a full report can be found in Exelon’s Corporate Sustainability Report posted on Exelon’s website at www.exeloncorp.com. 

Our Board proactively partners with management to identify new opportunities to strengthen the focus on ESG, and welcomes input received from continued engagement with stakeholders, especially our investors, on ESG matters as we move forward. 

Actively engaged with our investors
The Board and its Committees appreciate the insights gained through engagement with Exelon’s large institutional investors, influential thought leaders, and stakeholder groups. We strive to be responsive in our actions and disclosures. Input received this past year reflected a shift in investor focus to environmental stewardship and climate change and Exelon’s human capital management practices, which is why you will see enhanced disclosures on these topics in our proxy statement.

Finally, we wish to thank Stephen Steinour and Admiral Richard Mies for their respective 13 and 11 years of service to our Board. We are thankful for their engaged counsel and strategic expertise.

We are confident that Exelon is well-positioned for the future and has the right strategy and dedication of its employees to power a cleaner and brighter future for our customers and communities.

Thank you for your continued support of Exelon.

Anthony Anderson	Ann Berzin	Laurie Brlas	Christopher Crane	Yves De Balmann	Nicholas DeBenedictis
Linda Jojo	Paul Joskow	Robert Lawless	John Richardson	Mayo Shattuck III	John Young

* See Definitions of Non-GAAP measures in Appendix B at page 96.

www.exeloncorp.com       3

Notice of the Annual Meeting of Shareholders
and 2020 Proxy Statement

March 18, 2020

Logistics

When
Tuesday,
April 28, 2020,
at 9:00 a.m. ET Where
1310 Point Street
Baltimore, Maryland* Who Can Vote
Holders of Exelon common stock as of 5:00 p.m. ET on March 2, 2020, are entitled to receive notice of the annual meeting and vote at the meeting

* We are actively monitoring the coronavirus (COVID-19) and are sensitive to the public health and travel concerns our employees and shareholders may have and the protocols that federal, state, and local governments may impose. As part of our precautions regarding COVID-19, we are planning for the possibility that the meeting may be held solely by means of remote communications. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be posted on our website and filed with the SEC as proxy material.

Items of Business

1		2		3		4
Elect 12 Director nominees named in the proxy statement		Ratify appointment of PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2020		Say on Pay: Advisory vote on the compensation of named executive officers		Approval of Exelon 2020 Long-Term Incentive Plan
	FOR each Director nominee		FOR		FOR		FOR
	► see page 14		► see page 33		► see page 36		► see page 68

Shareholders will also conduct any other business properly presented before the meeting.

The Board of Directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies will vote such matters in the best interest of all shareholders. Your signed proxy card gives this authority to Thomas S. O’Neill and Carter C. Culver.

Advance Voting (before 11:59 p.m. Eastern Time on April 27, 2020)

Use the internet at
www.proxyvote.com
24 hours a day Call toll-free
1-800-690-6903 Mark, date, sign and mail your proxy card in the postage-paid envelope provided

Date of Mailing: On or about March 18, 2020, these proxy materials and our annual report are being mailed or made available to shareholders.

Shareholders of Record: As of March 2, 2020, there were 973,929,848 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the meeting.

Thomas S. O’Neill
Senior Vice President,
General Counsel and Corporate Secretary IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 28, 2020
The Notice of 2020 Annual Meeting, Proxy Statement, and 2019 Annual Report and the means to vote by Internet are available at www.proxyvote.com.

4       Exelon 2020 Proxy Statement

About Exelon

Exelon is America’s Leading Energy Provider

We are the nation’s leading competitive power provider and a FORTUNE 100 company that works in key facets of the power business: power generation, competitive energy sales, transmission and delivery.

The Exelon Family of Companies

Learn more at www.exeloncorp.com

www.exeloncorp.com       5

About Exelon

About Exelon: An Industry Leader

Exelon is a
Fortune
100
company $34.4B
Operating revenue in 2019
#1
zero-carbon energy producer in America
32,700
employees 31,600 MW
total power generation capacity 10M
electric and natural gas customers, the most in the U.S. $26B
Planned investment in utilities through 2023 for the benefit of our customers Over 11,150 miles of electric transmission lines for utilities and nearly 150,000 miles of distribution lines ~2M residential, public sector and business customers served by Exelon’s Constellation business 210 TWh Customer load served In 2019, Exelon gave nearly $52 million to charitable and community causes

Note: All numbers reflect year-end 2019

Our Strategy

As the energy industry undergoes rapid changes, Exelon is executing a strategy to embrace those changes while growing the Company. We’re making investments to meet the needs of our customers and targeted investments in promising technologies with the potential to reshape the energy landscape.

The Exelon Strategic Plan

	1	Grow our Regulated Utilities Business to benefit customers, enhance the electric distribution system, and provide earnings stability to our investors.
	2	Focus on Cash Flow to support utility growth while reducing debt.
	3	Optimize Exelon Generation value by seeking fair compensation for the zero-carbon attributes of our fleet, closing uneconomic plants, monetizing assets and maximizing the value of our fleet through our generation to load matching strategy.
	4	Retain a Strong Balance Sheet with all businesses meeting investment grade metrics through the 2023 planning horizon.
	5	Meet Capital Allocation Priorities with 5% dividend growth annually through 20201 while prioritizing organic utility growth and debt reduction.

¹ Quarterly dividends are subject to declaration by the Board of Directors.

6       Exelon 2020 Proxy Statement

About Exelon

2019 Operating Highlights

Exelon delivered on its commitments to shareholders, employees, customers, and communities and is pleased to provide this summary of its more notable actions and achievements of 2019.

Company Performance

Exelon’s utilities continued to perform at industry-leading operational excellence levels, with ComEd, BGE, PECO and PHI (on a consolidated basis) achieving 1st quartile performance in service level and “best on record” customer satisfaction ratings. The utilities effectively deployed $5.3 billion to replace aging infrastructure and improve reliability for the benefit of our customers. Our utilities have also successfully advocated for constructive policies and regulatory frameworks to enable continued investment by the utilities for the benefit of customers.

Exelon’s nuclear operations set a best-ever capacity factor of 95.7% and Exelon’s power operations (gas, hydro, solar, and wind assets) exceeded goals for dispatch and renewable energy capture rates.

Exelon met or exceeded its financial commitments, delivering GAAP earnings of $3.01 per share and adjusted operating earnings* of $3.22 per share. Our balance sheet remains strong, Exelon and its businesses receiving credit upgrades and all businesses projected to meet investment grade credit metrics through the 2023 horizon of our long-range plan. We’ve continued to meet our commitment to 5% annual dividend growth through 2020.

Powering a Cleaner and Brighter Future for Exelon’s Customers and Communities

Exelon is a recognized leader in environmental sustainability and decarbonization. We are the nation’s largest zero carbon emission generator, with a power generation carbon-intensity rate that is 89% lower than the national average and over four times cleaner than the next-cleanest major U.S. generation company. A recent report from the Transition Pathway Initiative, a global investor-led initiative, found that Exelon’s carbon intensity is by far the lowest among the compared major U.S. and international producers.

Exelon’s leadership position across the energy value chain enables us to drive actions needed across the economy including market structures and policies that value the clean and resilient attributes of clean energy, adoption of state or national carbon policies, and innovative technologies. Our environmental stewardship has been repeatedly recognized – we were named to the Dow Jones Sustainability Index for the 14th year in a row.

Committed to Human Capital Management and Diversity

Exelon’s talent is foundational to our success and our initiatives ensure that our diverse and engaged talent pool remains vibrant and committed to driving our enterprise and strategies into the future. Our Innovation Expo is one example of the results achieved. The 8th annual Innovation Expo drew over 3,500 employees and guests. The Expo provides a forum for employees to share innovations, technologies, and pilot programs developed. See page 11 for more.

Exelon is very focused on an inclusive leadership model and efforts to engage, educate, and provide experiences that convey our values of trust, safety, inclusion and innovation to our nearly 33,000 employees. Exelon’s commitment to diversity and inclusion extends to its support of diverse suppliers, accounting for 27% of our overall spending, including our support of the development of locally based diverse suppliers.

* See Definitions of Non-GAAP measures in Appendix B at page 96.

www.exeloncorp.com       7

About Exelon

Our Director Nominees

8       Exelon 2020 Proxy Statement

About Exelon

www.exeloncorp.com       9

About Exelon

Commitment to Sustainability

Our Purpose: Powering a Cleaner and Brighter Future for our Customers and Communities

Exelon’s commitment to sustainability is central to our mission of providing reliable, clean, affordable and innovative energy products. Exelon’s Corporate Governance Committee oversees our efforts in this area. Our operational excellence and environmental stewardship values drive us to conduct business in a way that is sustainable for our customers, our employees and the communities in which we operate. Consistent with our Purpose statement, we are committed to building the next-generation energy company and applying innovative technologies to manage energy use and meet customer expectations for clean, reliable and affordable power. For more information about our sustainability practices, please refer to the Exelon Corporation Sustainability Report posted on our www.exeloncorp.com/sustainability.

Our path to a cleaner and brighter future includes:

Building the Next-Generation Energy Company ●Exelon’s Connected Communities vision is modernizing the grid for reliability, resilience, and security and enabling increased electrification, backed by zero-carbon generation, to help the nation reduce GHG emissions; a key solution set identified by climate scenario analysis. ●Exelon invested $22 billion in the last 4 years in improvements to enhance resilience, reliability and infrastructure with an additional $26 billion of investment planned through 2023. ●In September 2019, Exelon and the Exelon Foundation launched a $20 million Climate Change Investment Initiative to cultivate startups working on new technologies to reduce greenhouse gas emissions and mitigate climate change. Rising to the Challenge of Climate Change ●Exelon is the largest producer of zero-carbon electricity in the U.S. with the lowest carbon intensity among major investor-owned power producers. ●Exelon is on track to achieve its third GHG emissions reduction goal (15% reduction of internal emissions by 2022). ●Exelon is a founding Member of Climate Leadership Council, which advocates for an economy-wide carbon fee, while engaging with policymakers at the state level to expand clean energy programs. Managing our Environmental Impacts ●Guided by an internal Water Resource Management Policy, we address water-related risks and opportunities. In 2019, 98% of water used in operations was directly returned to its source. ●44 sites have been certified by the Wildlife Habitat Council and 52 sites have National Wildlife Federation habitat certifications. ●Special management plans are operating to protect biodiversity (including a detailed Avian Protection Plan to manage interactions with birds and power lines) and support pollinator habitats.

Sustainability Reporting & Stakeholder Engagement

● Exelon utilizes the Global Reporting Initiative (GRI) Sustainability Reporting Framework (with the Electric Utilities Sector Supplement) and the Task Force on Climate-related Financial Disclosures guidelines in its sustainability reporting. In addition to our annual Corporate Sustainability Report, we publish responses to the CDP Climate and Water surveys, an Edison Electric Institute/American Gas Association ESG template, and an annual third-party verified GHG emission inventory. We also respond to key sustainability and ESG surveys such as the DJSI survey and various third-party datasets that are prepared for investors.

● Exelon has engaged with Ceres since 2008 - a leading coalition of investors, environmental groups and public interest organizations – to help Exelon advance our sustainability performance, inform our response to issues including climate change, water use and nuclear energy, and provide feedback on our sustainability reporting.

● Environmental and sustainability issues are regularly discussed during investor engagement meetings and at Exelon Board meetings.

* For information about select sustainability awards and partnerships, see the back cover of this Proxy Statement.

10     Exelon 2020 Proxy Statement

About Exelon

Human Capital Management

We believe our employees are Exelon’s greatest asset. Our practices, policies and business strategy are designed to attract and retain a diverse, talented, and engaged workforce pool of talent.

Engaged Workforce	An extensive Employee Engagement Survey is undertaken every other year to help identify our successes and areas where we can grow. In 2019, 85% of all employees responded to the survey. Results were shared with senior management and the Exelon Board and all members of management are strongly encouraged to engage with employees where there are opportunities for improvement.
Diversity & Inclusion	Engaging and supporting a diverse workforce at all levels of the organization is key to fostering innovation, growing an inclusive and cooperative culture, and delivering strong performance. Exelon supports 10 employee resource groups (ERGs) that are open to all employees to share experiences and connect with colleagues. Of our nearly 33,000 employees, over 12,000 employees participate in at least one ERG, and there are currently 59 chapters spread across the company. As a signatory to the White House Equal Pay Pledge since 2016, Exelon employs an independent third-party to run an annual analysis on gender pay equity and completes an internal review of hiring and promotional processes. The analysis consistently shows that Exelon has no systemic pay discrepancies. Additionally, as a champion of the HeForShe movement, Exelon committed to improving the retention of women. At the outset in 2016, our goal was to reach gender parity in voluntary turnover of men and women by 2020. For 2019, our voluntary turnover rate for women was 0.18% lower than men.
	Overall			Diverse Hiring in 2019
	Women	Veterans	People of Color	of new hires in 2019 were women and/or people of color
Talent Development	Exelon is committed to helping current employees grow their skills and careers to develop a diverse talent pipeline for future jobs and expose young people within our communities to career opportunities in the energy industry. Through internships, university and veteran recruiting, STEM academies, and partnerships with organizations such as the Society of Women Engineers, we are committed to providing professional development and opportunities for the next generation of our workforce.

Highlight on Talent Development In October 2019, Exelon hosted its 8th Innovation Expo. The Expo is an annual event that empowers employee innovation by showcasing exciting technologies, featuring employee displays and pilot projects underway across Exelon’s operating companies. The theme for the 2019 Expo “A Cleaner and Brighter Future,” reinforced our commitment to provide clean, reliable, and affordable energy for our customers and communities. Panel discussions were led by industry experts and company leaders on topics such as climate change, electrification of transportation, reducing GHG emissions, and the future of technology. Renowned scientist and educator, Bill Nye served as keynote speaker and Megan Smith (former U.S. Chief Technology Officer) also shared her innovative vision with Expo attendees. Over 700
ideas submitted by employees 271
employee ideas showcased at the Expo

Well-Being & Benefits

At Exelon, people are encouraged to thrive outside the workplace as well. In addition to a full suite of wellness benefits targeted at supporting work-life balance and physical, mental and financial health, Exelon adopted industry-leading paid leave policies in 2017 that provide eligible mothers up to 16 weeks of maternity/bonding leave, up to 8 weeks of bonding leave for all other new parents, and up to 2 weeks paid leave to care for a critically ill family member. As of mid-January 2020, over 480 women and 2,100 men have benefitted from these updated policies.

Community

Exelon is also committed to helping improve the quality of life for people in the communities where we live, work and serve. We provide opportunities for company-sponsored volunteerism and matching financial support. In 2019, Exelon and its employees donated approximately $51.5M to non-profit organizations and provided a record-setting 250,790 hours volunteering.

* For information about select human capital management awards and partnerships, see the back cover of this Proxy Statement.

www.exeloncorp.com     11

About Exelon

Proxy Voting Roadmap

	Proposal 1
Election of Directors Elect 12 Director nominees named in the proxy statement

Our Board of Directors’ demographics: Independence: 92% including our Chair Race/Ethnicity: 8% Diverse Gender: 25% Female Tenure: 6.9 years average Age: 65.6 years average	The following identifies the primary skills, core competencies and other attributes that our Directors bring to bear in their service to Exelon’s Board and Committees:
	Accounting Finance Executive Compensation Technology	Safety & Security Industry Policy Risk	Investor perspective Engineering & Manufacturing Diversity Military Experience

The Board recommends a vote “FOR” each Director nominee. see page 14

Proposal 2

Ratification of Independent Auditor Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Exelon’s independent auditor for 2020 PwC has served as the Company’s independent auditor since the Company’s formation in 2000. PwC has become deeply familiar with the Company’s operations and businesses, accounting policies and practices, and internal control over financial reporting. The Audit Committee believes this experience and expertise is valuable to the Company and its shareholders.

The Board recommends a vote “FOR” the ratification of PricewaterhouseCoopers LLP as Exelon’s independent auditor for 2020. see page 33

12     Exelon 2020 Proxy Statement

About Exelon

	Proposal 3
Say-on-Pay Approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement Our compensation program is largely performance-based and is driven by rigorous goals that are tied to achieving financial and operational results that align the interests of executives with those of the Company’s shareholders.

The Board recommends a vote “FOR” the approval of the compensation paid to the Company’s named executive officers. see page 36

Proposal 4

2020 Long-Term Incentive Plan Approve Exelon’s 2020 Long-Term Incentive Plan Exelon’s 2020 Long-Term Incentive Plan (LTIP) will be used to grant equity-based compensation to officers and employees of Exelon and its subsidiaries and non-employee directors of Exelon. The Board approved the Plan and its maximum share authorization of 21.9 million shares, subject to approval by shareholders at the 2020 annual meeting. If approved, the 2020 LTIP will replace and supersede the 2011 LTIP and the Non-Employee Directors’ Deferred Stock Unit Plan. Exelon last sought shareholder approval of share usage under its plans in 2010.

The Board recommends a vote “FOR” the approval of the 2020 Long-Term Incentive Plan. see page 68

www.exeloncorp.com     13

Board and Corporate
Governance Matters

Election of Directors The Corporate Governance Committee collaborates with Exelon’s Board Chair to determine the appropriate mix of skills and characteristics that our Board requires. The Board has determined that the current composition and size of the Board is appropriate for Exelon, considering the Company’s size, geographic scope, and need to access a wide range of views and backgrounds to reflect the diversity and complexity of our business and the markets and communities we serve. There are 12 nominees for election at the 2020 annual meeting.
	The Board recommends a vote “FOR” each Director nominee.

Director Qualifications and Nomination

Effective oversight of Exelon’s strategic direction requires our Board to be composed of diverse individuals who possess attributes and core competencies important to our Company. The Corporate Governance Committee identifies and recommends Director nominees for election to the Board and periodically retains a board search firm to assist with the identification of potential candidates.

The Board values the diversity of thought that arises from Directors possessing different backgrounds, gender, age, race, and geographic experiences. The Board also deeply values the enhanced and thoughtful deliberations resulting from a balance of short- and long-tenured Directors who provide a mix of fresh perspectives and new ideas with deep and important utility, regulated industry, and business cycle experiences.

The Corporate Governance Committee and the Board determine the appropriate mix of skills and characteristics required to meet the needs of the Board as a whole, taking into account the short- and long-term strategies of the Company to determine the current and future skills and experiences required of the Board. All candidates should demonstrate the following attributes to qualify for Board service:

✓Highest personal and professional ethics, integrity and values; ✓An inquiring and independent mind, practical wisdom and mature judgment; ✓Broad training and experience at the policy-making level in business, government, education or technology; ✓Expertise that is useful to the enterprise and complementary to the background and experience of other Directors; ✓Willingness to remain current with industry and other developments relevant to Exelon’s strategic direction; ✓Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership and a commitment to serve over a period of years to develop knowledge about Exelon’s principal operations; ✓A commitment to representing the long-term interests of shareholders, customers, employees, and communities served by the Company and its subsidiaries; and ✓Involvement only in activities or interests that do not conflict with responsibilities to Exelon and its shareholders.

14     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Additionally, the Board as a whole, should reflect skills and core competencies described below in our skills matrix.

The matrix identifies the five most prominent skills and core competencies and other attributes that each independent Director brings to their service to Exelon’s Board and Committees.

Each Director possesses numerous other skills and competencies not identified below, however, we believe that identifying the five most prominent skills and competencies and other attributes provides a more meaningful presentation of the key contributions and value that each independent Director brings to their service on the Board and to Exelon shareholders.

Summary of Independent Director Primary Skills, Core Competencies and Other Attributes

The following matrix identifies the five most prominent skills and core competencies and other attributes that each independent Director brings to bear in their service to Exelon’s Board and Committees.

Accounting – Accounting and financial reporting experience are important to accurately and transparently measure and report financial and operating performance, ensure compliance with applicable law and assess financial merits of strategic opportunities.

•

•

•

•

Finance – Corporate finance and capital management experience are important to effectively oversee the financial affairs of Exelon’s businesses and operations.

•

•

•

•

•

•

•

Executive – CEO/executive management leadership skills are important to gain a practical understanding of organizations, corporate governance, and drivers of individual growth and development.

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Compensation – Human capital management and executive compensation knowledge and experience help Exelon recruit, retain, and develop key talent essential to Company operations.

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Technology – Innovation and technology experience is important in overseeing Exelon’s business in the rapidly changing energy markets and physical and cyber threats.

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Safety & Security – Safety, physical security, and cybersecurity competencies are critical to oversee safe and secure nuclear and other generation operations, transmission and distribution systems, and our other assets.

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Policy – Government, public policy and regulatory insights are important to help shape public policy initiatives and government regulation for the benefit of our customers and shareholders.

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Risk – Risk oversight and management experience inform Exelon’s enterprise risk management of key risks with potential to impact public safety, operations and shareholder value including environmental impacts.

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Investor perspective – Investor relations and investment management experience ensure strong alignment with investors and inform decision making on value-adding initiatives.

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Engineering & Manufacturing – Engineering, manufacturing, construction, and performance management experience inform Exelon’s ongoing commitment to maintaining and strengthening the reliability, resiliency, and safety of the electric and gas transmission and distribution systems, smart grid and generation portfolio and assets.

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Military Experience – Military service and experience brings unique skills and insight to the Board and reflects the Company’s commitment to helping veterans translate their skills into the energy industry.

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www.exeloncorp.com     15

Board and Corporate Governance Matters

Director Independence

The Board has determined that all non-employee Directors who served on the Board in 2019 and all nominees for election, except for Mr. Crane as Exelon’s President and Chief Executive Officer, are independent according to applicable law and the listing standards of The Nasdaq Stock Market LLC (Nasdaq), as incorporated into the Independence Standards for Directors in Exelon’s Corporate Governance Principles. In accordance with the Independence Standards for Directors, the Board determined that certain categories of relationships as set forth in the Appendix do not create a conflict of interest that would impair a Director’s independence. The Board also determined that the members of the Audit, Compensation and Leadership Development, and Corporate Governance Committees are independent within the meaning of applicable laws, Nasdaq governance requirements, and the Independence Standards for Directors.

When assessing the independence of Director nominees, the Corporate Governance Committee considers the impact that tenure may have on the independence of certain longer-tenured incumbent Board nominees. The Board determined that the independence of our longer-tenured Directors had not been diminished as these members continued to thoughtfully challenge and provide reasoned, balanced, and insightful guidance to management. The Board values the perspectives that such Directors contribute to Board discussions, having served Exelon during periods of various industry and company-specific developments and with different members of management over the years.

Related Person Transactions

Exelon has 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 Exelon’s outstanding stock as defined in SEC rules. The Exelon 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 Exelon or subsidiary Commonwealth Edison, as applicable, 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 2019.

Director Nominees

Two directors are not standing for re-election in 2020. In December 2019, Stephen Steinour announced his decision to not stand for election at the 2020 annual shareholders meeting. Additionally, Admiral Richard Mies has reached the mandatory retirement age designated in Exelon’s Corporate Governance Principles and will therefore not stand for election in 2020. The Board is deeply grateful to both for their leadership and their valued contributions and insights into Exelon’s business and strategy.

The Board nominates the 12 candidates named below for re-election as Directors. If elected by shareholders, each Director will serve a term ending with the 2021 annual meeting. Each nominee has agreed to be named in this proxy statement and to serve as a Director, if elected. If any Director is unable to stand for election at the annual meeting, the Board may reduce the number of Directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute Director. Exelon does not expect that any Director nominee will be unable to serve.

In addition to the skills, characteristics, core competencies and other attributes previously described, the Corporate Governance Committee also considers whether each nominee has the time available, in light of other business and personal commitments, to effectively serve on Exelon’s Board. Among the criteria the Committee considers is the degree to which any incumbent Director nominee demonstrates effective and productive preparedness and engagement. The Board has adopted limits for service on other boards, providing that Directors who serve as the CEO of a public company should not serve on more than two other public company boards in addition to Exelon and its subsidiary boards. Other Directors should not serve on the boards of more than four other public companies in addition to the Exelon Board and its subsidiary boards.

The Corporate Governance Committee and the Board believe the skills and experiences detailed above are well represented among the Director nominees and reflect an effective mix of backgrounds, experience and diversity.

16     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Mr. Anderson’s broad experience in finance, risk management, corporate governance, and executive leadership gained through his board service experiences, successful career with Ernst & Young that culminated in his role as Vice Chair, and his 20+ years of experience as an audit partner and certified public accountant deeply enhance his contributions to the Exelon Board, add value to his leadership of the Audit Committee, and roles on the Risk and Corporate Governance Committees. Skills & Experience Aligned with Our Strategy: ●Former Vice Chair and Midwest Area Managing Partner of Ernst & Young, a global assurance, tax, transaction and advisory services firm, until his retirement in 2012 following a 35-year career with EY. ●Director of the Federal Reserve Bank of Chicago from 2008 – 2010. ●Executive Committee member, United States Golf Association. Other Current Public Company Service: ●AAR Corp. | 2012 – Present | Aerospace and defense ●Avery Dennison | 2012 – Present | Manufacturing of adhesive technologies, display graphics, and packaging materials ●Marsh & McLennan Companies | 2016 – Present | Global professional services firm Prior Public Company Service: ●First American Financial Corporation | 2012 – 2016 | Financial services, title insurance and services, and specialty insurance	Primary Skills & Core Competencies:
		Accounting
		Finance
		Executive
		Compensation
		Risk
		Diversity

Ms. Berzin’s executive leadership experience, background in securities legal practice, and expertise in complex investment and financial products bring key insight to the Company’s financial affairs, risk management, borrowings, capitalization, and liquidity and add value to her leadership of the Risk Committee. Skills & Experience Aligned with Our Strategy: ●Former Chairman and Chief Executive Officer of Financial Guaranty Insurance Company, an insurer of municipal bonds, asset-backed securities and structured finance obligations (1992 – 2001). Ms. Berzin joined FGIC in 1985 as its General Counsel following seven years of securities practice in New York City. ●Director of Baltimore Gas & Electric Company (Exelon Subsidiary) ●Former Director of Constellation Energy (2008 – 2012) Other Current Public Company Service: ●Trane Technologies plc (formerly Ingersoll-Rand plc) | 2001 – Present | Industrial manufacturing	Primary Skills & Core Competencies:
		Accounting
		Finance
		Executive
		Risk
		Investor perspective
		Diversity

www.exeloncorp.com     17

Board and Corporate Governance Matters

Ms. Brlas has proven leadership skills derived from her significant experience as an executive leader at global, capital-intensive companies. Her operations and finance experience in the natural resources industry as well as her background in financial and governance matters bring valuable insight to the Board. Skills & Experience Aligned with Our Strategy: ●Former Executive Vice President and Chief Financial Officer of Newmont Mining Corporation, a global gold mining company (2013 – 2016) ●Multiple senior positions, most recently as Executive Vice President and President, Global Operations, Cleveland-Cliffs, Inc. which specializes in the mining, beneficiation, and pelletizing of iron ore (2006 – 2013) ●Former Director of Calpine Corporation, a company providing electricity generation from natural gas and geothermal resources and retail power provider (2016 – 2018) Other Current Public Company Service: ●Albemarle Corporation | 2017 – Present | Global chemical manufacturer ●Graphic Packaging Holding Company | 2019 – Present | Consumer packaging Prior Public Company Service: ●Perrigo Company plc | 2003 – 2019; Chair 2016 – 2019 | Over the counter pharmaceutical and nutritional product manufacturing	Primary Skills & Core Competencies:
		Accounting
		Finance
		Executive
		Compensation
		Investor perspective
		Diversity

Mr. Crane’s qualifications include senior leadership experience and broad energy industry experience, including regulation, operations, nuclear generation, and major capital projects. His role as a leading executive within the electric utility and power industries provides valuable insight to the Board, particularly their oversight of strategy and risk. Skills & Experience Aligned with Our Strategy: ●President and Chief Executive Officer of Exelon Corporation; previously served as President Chief Operating Officer of Exelon and Exelon Generation (2008 – 2012) ●Chairman of the Edison Electric Institute, leading association representing all U.S. investor-owned electric companies ●Director and Former Chairman of the Institute of Nuclear Power Operations, industry organization promoting safety and reliability in nuclear plant operation ●Director, AEGIS Insurance Services, a mutual insurance company providing services to the energy industry ●Former Chairman, Nuclear Energy Institute, the nation’s nuclear industry trade association Other Current Public Company Service: ●None	Primary Skills & Core Competencies:
		Accounting
		Finance
		Executive
		Compensation
		Technology
		Safety & Security
		Industry
		Policy
		Risk
		Investor perspective
		Engineering & Manufacturing

18     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Mr. de Balmann has extensive experience in corporate finance, including the derivatives and capital markets as well as industry experience as a former director of Constellation Energy. His deep knowledge of compensation and governance matters are also of significant value to the Board and to his role as chair of the Compensation and Leadership Development Committee. Skills & Experience Aligned with Our Strategy: ●Former Co-Chairman of Bregal Investments LP, a private equity investing firm (2002 – 2012) ●Executive Partner,Bridge Growth Partners, private equity firm focusing on technology and financial services companies ●Former Co-Head of Deutsche Bank’s Global Investment Bank and former Co-Chair and Co-CEO of Deutsche Bank Alex. Brown ●Former Vice-Chairman, Bankers Trust Corporation ●Former Director of Constellation Energy (2003 – 2012) Other Current Public Company Service: ●ESI Group | 2016 – Present | Virtual prototyping software and services	Primary Skills & Core Competencies:
		Finance
		Executive
		Compensation
		Risk
		Investor perspective

Mr. DeBenedictis has wide-ranging experience with government and public policy, regulated industries, strategic planning, operations and risk management and corporate governance having served as a director of public companies for over 25 years. Additionally, his experience as the CEO of a public utility company provides insight on many of the same development, land use, and environmental and utility regulatory issues that affect Exelon and its subsidiaries. Skills & Experience Aligned with Our Strategy: ●Chairman Emeritus of Aqua America Inc., a public water utility (previously served as President & CEO from 1993 – 2015) ●Former Secretary of the Pennsylvania Department of Environmental Protection ●Former Director of the Pennsylvania Office of Economic Development ●Prior senior-level positions with U.S. Environmental Protection Agency ●Director Emeritus, Greater Philadelphia Chamber of Commerce ●Director, PECO Energy Company & Commonwealth Edison Company (Exelon subsidiaries) Other Current Public Company Service: ●Aqua America | 1993 – Present | Water utility ●MISTRAS Group | 2015 – Present | Asset protection solutions ●P.H. Glatfelter, Inc. | 1995 – Present | Global supplier of specialty papers and engineered products	Primary Skills & Core Competencies:
		Finance
		Executive
		Industry
		Policy
		Risk

www.exeloncorp.com     19

Board and Corporate Governance Matters

Ms. Jojo’s wealth of experience leading complex IT organizations brings valuable technology and innovation expertise to the Board. Additionally, her educational background in computer science and industrial engineering lends expertise to the Board’s risk oversight and cybersecurity programs and initiatives. Skills & Experience Aligned with Our Strategy: ●Executive Vice President, Technology & Chief Digital Officer of United Airlines Holdings, Inc. (2014 – Present) ●Former Executive Vice President and Chief Information Officer for Rogers Communications Inc., a wireless communications and media company, from 2011 to 2014 ●Former Senior Vice President and Chief Information Officer for Energy Future Holdings Corporation, which held a portfolio of competitive and regulated energy companies, from 2008 to 2011 ●Director of the Federal Reserve Bank of Chicago Other Current Public Company Service: ●None	Primary Skills & Core Competencies:
		Compensation
		Technology
		Safety & Security
		Industry
		Engineering & Manufacturing
		Diversity

Dr. Joskow’s research and consulting activity have focused on the electric power industry, electricity pricing, fuel supply, demand, generating technology, and regulation. As a result, his extensive knowledge of industrial organization, energy and environmental economics, and government regulation offer unique insights for the Board. Skills & Experience Aligned with Our Strategy: ●President Emeritus of the Alfred P. Sloan Foundation (2017 – Present; previously served as President from 2008 to 2017) ●Elizabeth and James Killian Professor of Economics, Emeritus at the Massachusetts Institute of Technology (MIT) ●Former Director of MIT’s Center for Energy & Environmental Policy Research ●Former Member of the EPA’s Acid Rain Advisory Committee ●Former Member of the National Commission on Energy Policy ●Former Member of the Secretary of Energy Advisory Board ●Former Chair of the National Academies Board on Science, Technology and Economic Policy Other Current Public Company Service: ●None	Primary Skills & Core Competencies:
		Executive
		Technology
		Industry
		Policy
		Investor perspective
		Military Experience

20     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Mr. Lawless has deep executive leadership, strategic planning, and corporate governance experience. As a former CEO of a Fortune 1000 public company, he provides critical perspectives on governance and other public company issues that inform his leadership of the Corporate Governance Committee. Skills & Experience Aligned with Our Strategy: ●Former President, Chairman & CEO, McCormick & Company, Inc., a global food manufacturing company, having served as President from 1996 to 2006, as CEO from 1997 to 2008, and as Chairman from 1997 until 2009. Previously held numerous senior level positions during his 20+ year career with the company. ●Director of The Baltimore Life Insurance Company ●Former Director of Carpenter Technology Corporation (1997 – 2004), which specializes in developing and manufacturing high-performance alloys ●Former Director of Constellation Energy (2002 – 2012) Other Current Public Company Service: ●None	Primary Skills & Core Competencies:
		Accounting
		Executive
		Compensation
		Investor perspective
		Engineering & Manufacturing

Admiral Richardson’s experience leading the U.S. Navy as well as his expertise in nuclear oversight and operational excellence brings invaluable knowledge to the Board and richly informs his service on the Risk Committee and leadership of the Generation Oversight Committee. Experience: ●Former Chief of Naval Operations (2015 – 2019) ●Held various positions during 37-year career with the U.S. Navy including commander of various submarine forces, Director of Naval Reactors where he was responsible for the full life-cycle, including regulatory responsibilities, of more than 90 reactors operating around the world on nuclear-powered warships, naval aide to the President, and Director of Strategy and Policy at U.S. Joint Forces Command ●Trustee, Woods Hole Oceanographic Institution ●Director, Center for New American Security Other Current Public Company Service: ●The Boeing Company | 2019 – Present | Aerospace company	Primary Skills & Core Competencies:
		Executive
		Technology
		Safety & Security
		Industry
		Risk
		Military Experience

www.exeloncorp.com     21

Board and Corporate Governance Matters

Mr. Shattuck’s executive leadership experience in business and the energy industry enables him to effectively identify strategic priorities and oversee the execution of strategic priorities. His operational experience leading a nuclear utility similar in substance to Exelon’s and financial expertise from his experience in the financial services industry also brings valuable perspectives to his leadership of the Board. Skills & Experience Aligned with Our Strategy: ●Former Chairman, President, and Chief Executive Officer of Constellation Energy (2001 – 2012) ●Former President, Alex. Brown & Sons ●Former Chairman, Institute of Nuclear Power Operations, industry organization promoting safety and reliability in nuclear plant operation ●Former Executive Committee Member, Edison Electric Institute, leading association representing all U.S. investor-owned electric companies ●Former Chairman, Center for Strategic & International Studies – Commission on Nuclear Energy ●Chairman, Johns Hopkins Hospital Other Current Public Company Service: ●Gap, Inc. | 2002 – Present | Clothing retailer ●Capital One Financial Corporation | 2003 – Present | Banking and financial services ●Alarm.com | 2014 – Present | Cloud-based security and monitoring services	Primary Skills & Core Competencies:
		Finance
		Executive
		Compensation
		Industry
		Risk

Mr. Young’s far-reaching leadership, operational expertise as a former nuclear utility CEO, and deep industry knowledge bring valuable and broad industry insights to the Board. Additionally, his background in finance and investor relations brings important investor perspectives. Skills & Experience Aligned with Our Strategy: ●Former President, Chief Executive Officer, and Director of Energy Future Holdings Corp., which held a portfolio of competitive and regulated energy companies (2008 – 2016) ●Former Chief Financial Officer of Exelon Corporation (2005 – 2008) and former President of Exelon Generation (2004 – 2005) ●Former Senior Vice President, Sierra Pacific Resources (now NV Energy), a public gas & electric utility company ●Former Executive Vice President, Southern Company, a public gas & electric utility company ●Former Director, Nuclear Energy Institute, the nation’s nuclear industry trade association ●Former Director, Edison Electric Institute, leading association representing all U.S. investor-owned electric companies Other Current Public Company Service: ●None Prior Public Company Service: ●CSRA, Inc. | 2016 – 2018 | IT and cybersecurity services	Primary Skills & Core Competencies:
		Finance
		Executive
		Safety & Security
		Industry
		Risk
		Military Experience

22     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Overview of Board’s Role

Exelon’s business, property and affairs are managed under the direction of the Board of Directors. The Board considers the interests of all of its constituencies, which includes shareholders, customers, employees, suppliers, and the communities we serve. The Board is committed to ensuring that Exelon conducts business in accordance with the highest standards of ethics, integrity, and transparency.

Key Governance Highlights

Exelon’s Board remains committed to maintaining the highest standards of corporate governance. We believe our strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders. A summary of our corporate governance practices are described below and more detail is presented in our Corporate Governance Principles, which are available on the Exelon website at www.exeloncorp.com on the Governance page located under the Investors tab.

	Board Accountability & Shareholder Rights ✓Directors are elected annually by a majority of votes cast in uncontested elections. The average level of vote support for Directors in 2019 was 95%. ✓Eligible shareholders may submit nominees for consideration by the Corporate Governance Committee or nominate Directors through Exelon’s “proxy access” bylaws.
	Oversight of Risk Management ✓The Board regularly reviews management’s systematic approach to identifying and assessing risks faced by Exelon and each business unit, taking into account emerging trends and developments and in connection with capital investments and business opportunities. ✓Our Risk Committee oversees Exelon’s risk management strategy, policies and practices, and risk exposures.
	Shareholder Engagement ✓Exelon has a long-standing practice of engaging with our shareholders on corporate governance matters throughout the year, as may be necessary or helpful, to understand the positions of our institutional investors and to share Exelon’s perspective on matters of mutual interest. ✓Regular and ongoing engagement with our shareholders helps to inform Board and Committee decisions on governance, compensation, environmental stewardship, and other matters. ✓Page 49 in our Compensation Discussion & Analysis section summarizes the input received during 2019 related to our executive compensation program.
	Evaluations ✓Our Board and each of the Board’s five Committees undergo annual self-assessments. ✓Individual directors undergo biennial performance assessments that include input from peers and select members of executive management. (See page 29 for details.)
	Mandatory Retirement ✓Directors may not stand for election after age 75.
	Stock Ownership ✓Robust stock ownership guidelines require Directors to hold at least 15,000 shares of Exelon common stock within five years after joining the Board. Hedging, pledging, and short sales of Exelon stock are prohibited.
	Board Limits ✓Directors should not serve on more than 4 other public companies boards in addition to Exelon and its subsidiaries ✓Any Director who serves as the CEO of a public company should not serve on more than 2 other public company boards in addition to Exelon.
	Continuing Education ✓Continuing director education is provided during Board and Committee meetings. ✓The Company encourages Director participation in externally offered director development opportunities.
	Other Governance Practices ✓Independent Directors meet regularly in executive sessions without management. ✓Transparent political activities and contributions are provided through semi-annual reporting on www.exeloncorp.com.

www.exeloncorp.com     23

Board and Corporate Governance Matters

Board Oversight of Risk

The Company operates in a complex market and regulatory environment. The Board has broad responsibility to provide oversight of significant risks primarily through direct engagement with management and through delegation of ongoing risk oversight responsibilities to the Committees. Any risk oversight area not allocated to a Committee remains with the Board.

Each Committee reports regularly to the Board on discussions of enterprise risks for which it is responsible. Furthermore, the Board regularly discusses enterprise risks in connection with the evaluation of capital investments, other business opportunities and strategies as well as emerging trends or developments.

The Board regularly receives reports from: General Counsel • CEO of Exelon Utilities • Corporate Finance and Investor Relations • Human Resources and Diversity & Inclusion • Corporate Security (including Cyber Security) • Government Affairs & Public Policy • Compliance and Audit Services

Board Committees’ Oversight of Risk

Generation Oversight ✓Oversee risks in connection with nuclear and other generation operations including safety, system reliability, licensing, environmental regulation & policy, costs, fuel, health & safety, etc. ✓Oversee policies to mitigate risk (including cyber risk) associated with security and integrity of generating operations Committee regularly receives reports from: Chief Nuclear Officer • Power • Generation Operations & Strategy • Industry Consultants • Site VPs • Plant Managers	Compensation and Leadership Development ✓Evaluate risks related to compensation policies and practices ✓Oversee leadership development & succession planning (other than CEO) ✓Partners with ERM to assess and validate controls in place to mitigate incentive compensation risks Committee regularly receives reports from: Chief HR Officer • CFO • Executive Compensation • Independent Compensation Consultant
Corporate Governance ✓Oversee succession planning for CEO ✓Review risks related to governance and shareholder activism ✓Oversee sustainability and climate change strategies and efforts to protect and improve the environment Committee regularly receives reports from: Chief Innovation & Sustainability Officer • Environmental Strategy • Chief HR Officer • Independent Compensation Consultant • Office of Corporate Governance	Audit ✓Review internal audit risk assessment and oversee risks associated with financial reporting ✓Oversee tax strategy & assessment of tax risks ✓Review conflicts of interest, ethics and compliance issues Committee regularly receives reports from: CFO • Controller • Audit Services • Independent Auditor • Tax • General Counsel • Chief Compliance Officer
Risk Oversight of enterprise risk and risk management strategies, policies, procedures and mitigation efforts, including insurance programs. Committee regularly receives reports from: General Counsel • Chief Compliance Officer • Government Affairs • Chief Risk Officer • Chief Information Officer/Chief Digital Officer • Chief Security Officer • Generation

24     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Enterprise Risk Management

Exelon’s Enterprise Risk Management (ERM) group is focused on matters related to the identification, assessment, management, mitigation and monitoring of risks through established key risk indicators.

Each operating company has a Risk Management Committee (RMC) comprising select senior officers who meet regularly to discuss enterprise risk management generally and risks associated with new developments or proposed transactions. Each RMC is responsible for ensuring that processes are in place to identify and assess risks within that business unit as well as measuring and managing risk exposures in accordance with Exelon’s policies, programs, strategies, and risk appetite as approved by the Exelon Board.

The chief risk officer and the RMCs meet regularly to identify and evaluate the most significant risks and appropriate steps to manage and mitigate those risks. In addition, the ERM group performs regular assessments of enterprise risks assessing the probability and severity of identified risks as well as control effectiveness. These risk assessments are discussed at the RMCs before being aggregated and discussed with the Board’s Risk and Audit Committees.

Director Attendance

Attendance The Board of Directors held six meetings during 2019, including a two-day strategy retreat with senior officers of Exelon and its subsidiary companies. Each incumbent Director nominee attended at least 75% of the combined Board and Committee meetings of which he or she was a member. Attendance at Board and Committee meetings during 2019 averaged 97% for incumbent Directors as a group. While Exelon does not have a formal policy requiring attendance at the annual shareholders meeting, all Directors attended the 2019 annual shareholders meeting.

Board Leadership

Exelon’s bylaws permit the independent members of the Board to determine the leadership structure of the Board including whether the roles of Board Chair and Chief Executive Officer should be performed by the same individual or whether the roles should be performed by separate individuals. As a matter of policy, the Board believes that separation of these functions is not required, and whether to combine the roles or not is a matter for the Board’s sole discretion, taking into consideration the current and anticipated circumstances of the Company, the skills and experiences of the individual or individuals in question, and the leadership composition of the Board.

The Board reviews its leadership structure periodically and as circumstances warrant. The Board separated the roles of Board Chair and Chief Executive Officer in 2012 and continues to find that this leadership structure ensures independent oversight and promotes the Board’s ability to effectively represent the best interests of all shareholders.

The Board is committed to continued independent oversight at all times, and our Corporate Governance Principles provide that the independent members of the Board shall select and elect a Lead Independent Director in the event the Board Chair and Chief Executive role are held by the same individual, or the person holding the role of Board Chair is not independent under Exelon’s Independence Standards for Directors. At any time during which the position of Lead Independent Director may be required, but is vacant due to timing considerations, the Chair of the Corporate Governance Committee shall serve as the Lead Independent Director.

Exelon’s Corporate Governance Principles provide a full outline of the responsibilities for each of the Board Chair, Chief Executive Officer, and any Lead Independent Director.

Board Diversity & Refreshment  

The Corporate Governance Committee regularly reviews the composition of the Board. While the Corporate Governance Committee does not prescribe diversity standards, the Corporate Governance Committee considers diversity to be an important consideration when evaluating Board composition and director qualifications. The Corporate Governance Committee considers all aspects of diversity such as diversity of gender, race, background, skills and experience as well as thought.

www.exeloncorp.com     25

Board and Corporate Governance Matters

The Corporate Governance Committee is also responsible for considering the long-term composition of the Board and believes in balancing the value of industry knowledge and experience from longer-tenured directors with the new perspectives and fresh ideas that come from adding new directors to the Board.

Four of Exelon’s directors will reach the mandatory retirement age of 75 within the next three years. Accordingly, the Corporate Governance Committee has been actively engaged in board refreshment and succession planning. The Board has added three new directors since 2018.

● In 2018, Laurie Brlas and John Young were added to the Board.

● In 2019, Admiral Richardson was added to the Board.

Board Committees

There are five standing committees of the Board: the Audit Committee, the Compensation and Leadership Development Committee, the Corporate Governance Committee, the Risk Committee, and the Generation Oversight Committee. The Board Chair and CEO generally attend all Committee meetings and all Committees meet regularly in executive session without management present.

In December 2019, the Board dissolved the Investment Oversight Committee and moved the financial oversight of investment matters to the full Board. In January 2020, the Board shifted responsibility for the oversight of corporate finance matters and transactions to the full Board and therefore narrowed the role and responsibilities of the former Finance and Risk Committee to be focused on enterprise risk oversight and renamed the Committee accordingly as the Risk Committee.

Each Committee is governed by a Board-approved charter stating its responsibilities and which is reviewed annually and updated as appropriate. The charters are available on the Exelon website at www.exeloncorp.com on the Board Committees page and in print to any shareholder who requests a copy from Exelon’s Corporate Secretary as described on page 78 of this proxy statement.

Committee Membership

	Audit	Compensation & Leadership Development	Corporate Governance	Generation Oversight	Risk	Special Oversight
Anderson			✓(2)		✓	✓
Berzin	✓
Brlas	✓				✓
Crane				✓	✓
de Balmann			✓		✓	✓
DeBenedictis			✓	✓	✓
Jojo		✓			✓
Joskow	✓				✓
Lawless		✓			✓	✓
Richardson				(3)	✓
Shattuck					✓	✓
Young		✓(1)		✓	✓
Number of Meetings in 2019	5	4	4	4	5	6

(1)	Mr. Young joined the Compensation and Leadership Development Committee as of January 28, 2020.
(2)	Mr. Anderson joined the Corporate Governance Committee as of January 28, 2020.
(3)	Admiral Richardson will assume the position of Chair of the Generation Oversight Committee effective April 28, 2020.

Chair ✓ Member

26     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Audit Committee

Chair Mr. Anderson All members are independent.

Primary Responsibilities: ✓Assists Board 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 ✓With the advice and assistance of the Risk Committee, reviews the processes by which Exelon assesses and manages enterprise risk ✓Oversees compliance with Exelon’s Code of Business Conduct, and the process for the receipt and response to complaints regarding accounting, internal controls, ethics, or audit matters The Board of Directors has determined that each member of the Audit Committee is an “Audit Committee Financial Expert” as defined by SEC rules. See page 35 for the Audit Committee Report.

Compensation & Leadership Development Committee

Chair Mr. de Balmann All members are independent.

Primary Responsibilities: ✓Assists Board in establishing performance criteria, evaluation, and compensation for 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 Compensation Committee Report for this proxy statement Compensation Committee Interlocks and Insider Participation. Mr. Young previously served as an employee of Exelon and held several senior level executive positions over his tenure from 2003 until 2008 when he departed Exelon to join another company. During 2019, none of Exelon’s executive officers served on the board of directors of any entities whose executive officers serve on the Compensation and Leadership Development Committee. See page 54 for the Compensation and Leadership Development Committee Report.

Corporate Governance Committee

Chair Mr. Lawless All members are independent.

Primary Responsibilities: ✓Identifies and recommends qualified candidates for election by the Board and shareholders and oversees Board and Committee structure and composition ✓Recommends Corporate Governance Guidelines and advises on corporate governance issues including evaluation processes for the Board, Committees, each Director, the Board Chair and CEO ✓Oversees Exelon’s environmental strategies, including climate change and sustainability policies ✓Reviews Exelon’s director compensation program and has authority to retain independent compensation consultant ✓Has authority to retain an independent search firm to identify candidates for Director

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Board and Corporate Governance Matters

Generation Oversight Committee

Chair (eff. 4/28/2020) Adm. Richardson

Primary Responsibilities: ✓Oversees the safe and reliable operation of all generating facilities with principal focus on nuclear safety ✓Oversees management and operations of generating facilities including the overall organizational effectiveness of generation station operations ✓Oversees compliance with policies and procedures to manage and mitigate risks associated with the security and integrity of Exelon’s generation assets ✓Reviews environmental, health and safety issues related to generating facilities Generation facilities toured in 2019: 4

Risk Committee

Chair Ms. Berzin

Formerly the “Finance and Risk Committee,” this committee was reconstituted as the “Risk Committee” in January 2020. Oversight of Exelon’s financial and capital stewardship matters were moved to the full Board’s annual agenda. Primary Responsibilities: ✓Oversees risk management functions, including compliance with risk management program, and matters relating to the risk exposures of Exelon and its subsidiaries ✓Monitors liquidity, and related financial risks ✓Oversees risk management strategies, policies, procedures, and mitigation efforts including with respect to marketing and trading of energy and energy-related products ✓Oversees risk management strategies, policies, procedures, and mitigation efforts including with respect to cyber security

Special Oversight Committee

The Special Oversight Committee was formed in June 2019 to oversee the cooperation and compliance by Exelon with respect to two subpoenas and other information requests received from the U.S. Attorney’s Office for the Northern District of Illinois that sought information about, among other things, lobbying practices in Illinois and communications with certain Illinois public officials by Exelon and its subsidiary Commonwealth Edison. A similar request related to the companies’ lobbying practices in Illinois was also received from the Securities and Exchange Commission (SEC). The Committee is assisting in the oversight of Exelon’s cooperation and compliance with the subpoenas and SEC request, any further action taken by the U.S. Attorney or the SEC, and any resulting actions that may be required or recommended. The Board delegated the following responsibilities to the Special Oversight Committee:

✓Exclusive power and authority to oversee, monitor and facilitate all matters related to the subpoenas and information requests and to make recommendations to the full Board, based upon actions that may be taken by the U.S. Attorney or the SEC;

✓Authority to investigate any matter within its scope of responsibilities, with full power to retain outside counsel, advisors, or other experts for this purpose;

✓Authority to add to or remove from the Special Oversight Committee any other independent director of Exelon Corporation as the Special Oversight Committee may deem appropriate; and

✓Authority to approve related fees and retention terms of counsel and other advisors.

All members of the Special Oversight Committee are independent.

28     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Board, Committee, and Individual Director Evaluations

Exelon has strong evaluation processes for its Board, five Board Committees, and individual Directors.

	Board Evaluations The Board conducts an annual assessment of its performance and effectiveness. The process is coordinated by the Board Chair and the chair of the Corporate Governance Committee, taking into account the recommendations of the Corporate Governance Committee on the process and criteria to be used for Board, Committee, and individual Director evaluations. The current process provides that all Directors engage in a one-on-one interview with the Board Chair or the chair of the Corporate Governance Committee to discuss the following topics, among others that may arise:
	●overall Board performance and areas of focus including strategic and business issues, challenges, and opportunities; ●Board meeting logistics;	●CEO, senior management and Director succession planning; ●accountability to shareholder views; ●Board Committee structure and composition;	●Board culture; ●Board composition; and ●management performance, including quality of materials, provided to the Directors.
	Interviews also seek practical input on what the Board should continue doing, start doing, and stop doing. Following the completion of such interviews, the Board Chair and chair of the Corporate Governance Committee collaborate to prepare and provide to the Board a summary of the assessment input provided.
	Outcome: The Board evaluation process led to the reformulation of the Board Committee structure, following an introspective analysis of Board effectiveness.

	Committee Evaluations All five of the Board’s Committees conduct annual assessments of their performance and take into consideration:
	●whether Committee members possess the right skills and experiences or whether additional education or training is required;	●the sufficiency of their charters; ●whether there are sufficient meetings covering the right topics; and	●whether meeting materials and presenters are effective, among other matters.
	Assessments also seek practical input on what Committees should continue doing, start doing, and stop doing. A summary of all Committee assessment results is provided to the Corporate Governance Committee and Board for review and discussion.
	Outcome: Assessments led to the recalibration of the Finance and Risk Committee into a Risk Committee, and the dissolution of the Investment Oversight Committee.

	Individual Director Evaluations The process for individual Director evaluations was strengthened in 2017 to provide for individual assessments of all Directors on a biennial basis, which means that each Director is evaluated every other year. Individual Director performance assessments include peer review by all members of the Board as well as input from members of senior management on the contributions and performance of each Director. Directors are interviewed by the Chair of the Corporate Governance Committee or by the Board Chair to provide input on each Director undergoing assessment. In addition, four members of senior management are interviewed to provide input based on their regular interactions with Directors. In 2020, all interviews were conducted by the Board Chair because the chair of the Corporate Governance Committee was in the group undergoing assessment. Topics covered in the interviews included:
	●meeting preparedness; ●meaningful and constructive participation and contributions; ●demonstrated independence;	●respectful, effective and candid communication skills; ●Company and industry knowledge;	●strategic foresight; and ●openness to new learnings and training.
	Interviews also sought practical input on what Directors should continue doing, start doing, and stop doing. After discussing the process and overall results with the Corporate Governance Committee, the Board Chair collaborates with the chair of the Corporate Governance Committee to provide feedback separately to individual Directors for developmental opportunities.
	Outcome: Individual assessment results were discussed with the Corporate Governance Committee, which informed recent Committee composition changes and aided in planning for future adjustments when appropriate.

www.exeloncorp.com     29

Board and Corporate Governance Matters

Director Education

The Board has an orientation and onboarding program for new Directors and provides continuing education for all Directors that is overseen by the Corporate Governance Committee.

New Director Orientation	The orientation program is tailored to the needs of each new Director depending on his or her level of experience serving on other boards and knowledge of the Company or industry. Materials provided to new Directors include information on the Company’s vision, strategic direction, financial matters, corporate governance practices, Code of Business Conduct, and other key policies and practices. The onboarding process includes a series of one-on-one meetings with members of senior management and their staff for deep-dive briefings on business units. New Directors are also invited to tour various Company facilities, depending on their orientation needs.
Continuing Director Education	Continuing director education is provided during portions of Board and Committee meetings and is focused on topics necessary to enable the Board to effectively consider issues before them at that time (such as new regulatory or accounting standards). Education often takes the form of “white papers” covering timely subjects or topics. The Audit Committee plans for at least one meeting a year in which a session is devoted to education on new accounting rules and standards and topics deemed to be helpful to having a good understanding of our accounting practices and financial statements. The Generation Oversight Committee uses site visits as a regular part of education for its members by holding each of its meetings at a different generating station. Each Generation Oversight Committee meeting agenda includes a briefing by local plant management, a tour of the facility, and lunch with plant personnel. Directors are also invited from time to time to tour other facilities such as Exelon’s cyber operations center and utility operations control centers.
Director Education Seminars	Directors may attend educational seminars and programs sponsored by external organizations. The Company covers the cost for any Director who wishes to attend external programs and seminars on topics relevant to their service as Directors.

Corporate Governance Principles

Our Corporate Governance Principles, together with the articles of incorporation, bylaws, Committee charters, and other policies and practices, provide the framework for the effective governance of Exelon. The Corporate Governance Principles address matters including the Board’s responsibilities and role; Board structure, Director selection, evaluation, and other expectations; Board operations; Board Committees; and additional matters such as succession planning, executive stock ownership requirements, and our recoupment policy. The Corporate Governance Principles are reviewed periodically and were last amended in September 2019 to reflect evolving governance trends and to remain contemporary with the needs of the Company and its stakeholders.

Process for Communicating with the Board

Shareholders and other interested persons can communicate with any Director or the independent Directors as a group by writing to them, c/o Thomas S. O’Neill, Senior Vice President, General Counsel and Corporate Secretary, Exelon Corporation, 10 South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398. The Board has instructed the Corporate Secretary to review communications initially and transmit a summary to the Directors and to exclude from transmittal any communications that are commercial advertisements, other forms of solicitation, general shareholder service matters, or individual service or billing complaints. Under the Board policy, the Corporate Secretary will forward to the Directors any communication raising substantial issues. All communications are available to the Directors upon request.

Shareholders may also report an ethics concern with the Exelon Ethics Hotline by calling 1-800-23-ETHIC (1-800-233-8442). You may also report an ethics concern via email to EthicsOffice@exeloncorp.com.

30     Exelon 2020 Proxy Statement

Board and Corporate Governance Matters

Compensation of Non-Employee Directors

The Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding its non-employee Director compensation program. The Committee is authorized to engage outside advisors and consultants in connection with its review and analysis of Director compensation and takes various factors into consideration, including responsibilities of Directors generally, Board leadership roles such as the Board Chair and Committee Chairs, and the form and amount of compensation paid to Directors at comparable companies.

The Board targets total Director compensation to be at the median level of compensation paid at the peer group of companies used to benchmark executive compensation. The non-employee Director compensation program comprises two components – cash fees and equity compensation.

Based upon the Corporate Governance Committee’s review of peer benchmarking completed in December 2019, the Board made no changes to Director compensation for 2020.

Cash Fees

The following table sets forth the cash compensation paid in 2019 to Exelon’s non-employee Directors.

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, including one fund composed entirely of Exelon common stock. Fund balances (including amounts invested in the Exelon common stock fund) 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. These funds are identical to those that are available to Company employees who participate in the Exelon Employee Savings Plan.

Additionally, members of any special committee receive fees of $5,000 per quarter for as long as the Committee remains needed.

Role	Annual Cash Retainer $
Non-Employee Director	$	125,000
Board Chair		300,000
Chair of Audit Committee		25,000
Chair of Risk Committee		25,000
Chair of Compensation and Leadership Development Committee		20,000
Chair of Corporate Governance Committee		20,000
Chair and Members of Generation Oversight Committee		20,000

Equity Compensation

A significant portion of Director compensation is provided in the form of equity to align the interests of Directors with the interests of shareholders. In 2019, Exelon’s non-employee Directors received deferred stock units valued at $155,000 that were granted quarterly in arrears. Deferred stock units are credited to a notional account maintained on the books of the Company at the end of each calendar quarter based upon the closing price of Exelon common stock on the day the quarterly dividend is paid. 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 Exelon 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.

Other Benefits Provided

From time to time, Exelon Directors are invited to bring spouses or guests to Exelon or industry related events. When such invitations are extended, Exelon covers the cost of spousal or guest travel, meals, lodging and related activities. The value of spousal or guest related travel is calculated according to IRS regulations and imputed to the Director as additional taxable income. Directors also receive reimbursement to cover the additional taxes owed on such imputed income. However, in most cases there is no direct incremental cost to Exelon of providing transportation and lodging for a Director’s spouse or guest when he or she accompanies the Director, and the only additional costs are those for meals and activities and to reimburse the Director for the taxes on the imputed income. In 2019, the aggregate incremental cost to the Company for such benefits provided for spouses and guests of all directors was $4,060. The reimbursements paid to cover additional taxes are detailed in footnote 2 to the 2019 Director Compensation table below.

www.exeloncorp.com     31

Board and Corporate Governance Matters

2019 Director Compensation

The following table summarizes the compensation paid for each of our non-employee Directors who served as a member of the Board and its Committees in 2019.

Name	Annual Board & Committee Retainers(1) ($)		Stock Awards ($)		All Other Compensation(2) ($)		Total Compensation ($)
Anderson	$	180,549	$	155,000	$	311	$	335,860
Berzin		150,000		155,000		16,119		321,119
Brlas		125,000		155,000		576		280,576
de Balmann		155,549		155,000		15,471		326,020
DeBenedictis		145,000		155,000		15,782		315,782
Jojo		125,000		155,000		15,333		295,333
Joskow		125,000		155,000		595		280,595
Lawless		155,549		155,000		785		311,334
Mies		165,000		155,000		15,000		335,000
Richardson(3)		47,283		50,543		1,257		99,083
Rogers(3)		46,538		51,525		—		98,063
Shattuck		435,549		155,000		15,378		605,927
Steinour		125,000		155,000		515,950		795,950
Young		145,000		155,000		15,100		315,100
Total All Directors	$	2,126,017	$	1,962,068	$	627,657	$	4,715,742

(1)	Amounts reported for Messrs. Anderson, de Balmann, Lawless and Shattuck each include pro-rated Special Oversight Committee Chair fees. The Special Oversight Committee was formed on June 21, 2019.
(2)	Amounts reported in this column represent (1) contributions made by Exelon or the Exelon Foundation to qualified not-for-profit organizations under Exelon’s matching gift program or in honor of Board service; and (2) tax gross-up payments. Exelon’s matching gift program provides up to $15,000 per year in contributions to match those made by directors. For Mr. Steinour, the amount shown reflects a one-time contribution made by the Exelon Foundation to a charitable organization selected by Mr. Steinour in honor of his many years of service to Exelon. Also included are amounts paid to reimburse directors for additional taxable income imputed in connection with spousal and guest travel to certain Exelon board events during 2019 (gross-up payments). Gross-up payments include the following amounts: Anderson, $311; Berzin, $1,119; Brlas, $126; de Balmann, $471; DeBenedictis, $782; Jojo, $333, Joskow, $595; Lawless, $785; Richardson, $1,257; Shattuck, $378; Steinour, $950; and Young, $100.
(3)	Prorated retainers were paid to Admiral Richardson upon his election to the Board on September 3, 2019, and to Mr. Rogers, who retired from the Board on April 30, 2019.

Outstanding Equity Awards as of December 31, 2019

As of December 31, 2019, the non-employee Directors held the following amounts of deferred stock units.

Name	Total Deferred Stock Units(1) (#)
Anderson	26,039
Berzin	59,197
Brlas	4,076
de Balmann	70,518
DeBenedictis	50,478
Jojo	16,270
Joskow	43,082
Lawless	75,014
Mies	39,845
Richardson	1,112
Rogers	59,362
Shattuck	25,731
Steinour	43,489
Young	4,846
Total All Directors	519,059

⁽¹⁾ Balance reflects deferred stock units granted under the Exelon deferred stock unit plan along with accumulated units from automatic dividend reinvestment. For Ms. Berzin and Messrs. de Balmann and Lawless, the balance also includes deferred stock units granted under the Constellation Energy Group, Inc. Deferred Compensation Plan for directors that will be settled in cash on a 1 for 1 basis upon their departure from the Exelon board.

32     Exelon 2020 Proxy Statement

Audit Committee
Matters

Ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2020 The Audit Committee and the Board of Directors have determined that the retention of PricewaterhouseCoopers LLP (PwC) as the independent auditor remains in the best interests of the Company and its shareholders based on the Audit Committee’s level of satisfaction with the quality of services provided by PwC and consideration of factors described below. PwC has served as the Company’s independent auditor since the Company’s formation in 2000. The Committee believes PwC’s deep familiarity with the Power and Utilities industry and Exelon’s businesses and operations, accounting policies and practices, and internal controls over financial reporting is valuable to the Company and its shareholders. Because of PwC’s familiarity, the firm has developed and implemented efficient and innovative audit processes, enabling the provision of services for fees considered by the Committee to be competitive.
	The Board recommends a vote “FOR” the ratification of PricewaterhouseCoopers LLP as Exelon’s Independent Auditor for 2020.

www.exeloncorp.com     33

Audit Committee Matters

Evaluation of the Independent Auditor

The Audit Committee regularly considers the independence, qualifications, compensation and performance of its independent auditor. In 2018, the Committee approved an evaluation framework developed by management to assist the Committee with its annual assessment of the independent audit firm that includes the solicitation of feedback from members of management and the Audit Committee. Results of the full assessment were provided to the Committee for its annual review and determination of whether to retain PwC as the Company’s independent auditor for 2020. Using the framework, the Audit Committee assessed the following four areas in addition to a consideration of the firm’s independence.

Quality of the independent audit firm and audit process

●The number of restatements, material weaknesses and significant deficiencies to determine if any items should have been reasonably identified by the independent audit firm.

●The risk associated with the audit firm based on their financial stability, compliance with applicable laws and professional standards, and any pending litigation or judgment against the firm.

Level of service provided by the independent audit firm

●Results of annual satisfaction surveys distributed to the Committee and management with high interactions with the independent audit firm.

Alignment with Exelon’s core values

●Whether the audit firm’s onsite team demonstrates a commitment to diversity and inclusion (D&I) aligned with Exelon’s core values.

Good faith negotiation of fees

●Review of fees incurred for reasonableness against the annually approved fees and reported current fee estimates provided to the Committee quarterly.

Independence

In addition to the four assessment areas above, the Committee also engaged in an assessment of PwC’s independence controls through the provision of its required communications in addition to the independence demonstrated by PwC through forthright, candid and prompt communications in general, and on related independence matters, when needed.

Based on the results of its assessment, the Audit Committee found PwC to be independent from the Company and its management and appointed the firm as its independent auditor for 2020.

If shareholders fail to ratify the appointment, the Audit Committee will reconsider its selection, but no assurance can be given that the Audit Committee will change the appointment. Representatives of PwC will attend the annual meeting to answer questions and will have the opportunity to make a statement.

Selection of Lead Engagement Partner

The Committee was directly involved in the consideration, selection and transition plan for the new lead engagement partner who will fully assume the role in 2021.

Critical Audit Matters

In conformance with Public Company Accounting Oversight Board rules, the Committee reviewed and discussed with PwC four critical audit matters arising from the current period audit of Exelon’s financial statements. Critical audit matters (or CAMs) are defined to be any matter arising from the audit of the financial statements that was communicated or required to be communicated to the Audit Committee and that 1) relate to accounts or disclosures that are material to the financial statements and 2) involve especially challenging, subjective, or complex audit judgment. The Committee concurred with PwC’s assessment and identification of the CAMs contained in its Audit Report included within Exelon’s 2019 Annual Report on Form 10-K.

34     Exelon 2020 Proxy Statement

Audit Committee Matters

Fees Subject to Pre-approval Policy

Pursuant to the Audit 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 as 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 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 are considered for pre-approval by the Audit Committee on an annual basis.

For any services not covered by these initial pre-approvals, the Audit Committee has delegated authority to the Audit 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 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.

Auditor Fees

The table presents fees for professional audit services rendered by PwC for the audit of Exelon’s annual financial statements for the years ended December 31, 2019 and 2018, and fees billed for other services rendered by PwC during those periods.

	Year Ended December 31,
(in thousands)	2019		2018
Audit fees(1)	$	26,604	$	27,719
Audit related fees(2)		1,569		1,442
Tax fees(3)		2,161		1,087
All other fees(4)		738		380
Total:	$	31,072	$	30,628

(1)	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 and FERC financial statement audits and reviews, review of documents filed with the SEC, issuance of comfort letters and consents for debt and equity issuances and other attest services required by statute or regulation.
(2)	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, audits of stand-alone financial statements or other assurance services to comply with contractual requirements, financial accounting, reporting and control consultations, due diligence on proposed acquisitions or sales or merger integration services.
(3)	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.
(4)	All other fees primarily reflect system implementation quality assurance services and accounting research software license costs.

Report of the Audit Committee

Management has primary responsibility for preparing the Company’s financial statements and establishing effective internal controls over financial reporting. PricewaterhouseCoopers LLP (PwC), the Company’s independent auditor for the year ended December 31, 2019, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal controls over financial reporting based on criteria established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

The Audit Committee has reviewed and discussed with management and PwC the Company’s audited financial statements for the year ended December 31, 2019, including the critical accounting policies applied by the Company in the preparation of these financial statements and PwC’s evaluation of the Company’s internal control over financial reporting. The Audit Committee has also discussed with PwC the matters required to be discussed pursuant to PCAOB standards and had the opportunity to ask PwC questions relating to such matters. PwC has provided to the Audit Committee the written disclosures and PCAOB-required letter regarding its communications with the Audit Committee concerning independence, and the Audit Committee has discussed with PwC the firm’s independence.

In reliance on these reviews and discussions and other information considered by the Committee in its judgment, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in Exelon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the SEC.

THE AUDIT COMMITTEE

Anthony Anderson, Chair
Ann Berzin
Laurie Brlas
Paul Joskow
Richard Mies

www.exeloncorp.com     35

Executive
Compensation

Say-on-Pay: Advisory Vote on Executive Compensation We provide shareholders with a say-on-pay vote every year at the annual meeting of shareholders. While the vote is non-binding, the Board and Compensation and Leadership Development Committee (referred to herein as the “Compensation Committee”) take the results of the vote into consideration when evaluating the executive compensation program. Accordingly, you may vote to approve or not approve the following advisory resolution on the compensation of the named executive officers at the 2020 annual meeting: RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2020 Annual Meeting of Shareholders pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, the 2019 Summary Compensation Table and the other related tables and disclosure. The Board of Directors recommends a vote FOR this proposal for the following reasons:  ●Most compensation is performance-based and driven by rigorous goals that are tied to achieving financial and operational results that align the interests of executives with those of the Company’s shareholders. ●Exelon had solid financial performance in 2019 achieving a positive 4.3% total shareholder return (TSR) and a positive TSR of 42.0% for the last three years. Exelon’s adjusted (non-GAAP) earnings of $3.22 per share was above our revised guidance of $3.05 to $3.20 per share. ●Exelon’s utilities achieved outstanding operational performance in 2019, with ComEd, BGE, PECO and PHI (on a consolidated basis) achieving best-ever scores in customer satisfaction levels. Other notable achievements included: ●All utilities achieved first quartile performance in service level and abandon rate ●ComEd achieved top quartile in both outage frequency and duration and BGE achieved top quartile in outage duration. ●PHI achieved its best-ever results in SAIFI ●Our nuclear generation assets achieved the highest ever capacity factor of 95.7% in 2019. ●The compensation framework provides market-aligned pay opportunities that foster the attraction, motivation, engagement, and retention of key talent to drive outstanding Company performance and long-term shareholder value. Incentive payouts made in 2019 under the annual and long-term incentive programs at 112.22% and 107.7%, respectively, were aligned to overall company and stock price performance. ●We continued to engage with shareholders over the course of the year, building on prior dialogues to deepen our understanding of investor sentiments about our compensation program. Input received was positive and continued to support the program’s design and components. Many investors commented favorably on the demonstrated linkage between pay and performance and the alignment of our incentive compensation goals with the Company’s overall business strategies.
	The Board recommends a vote “FOR” the approval of the compensation paid to the Company’s named executives, as disclosed in this proxy statement.

See Appendix D for Acronyms Used in the Proxy and this CD&A

36     Exelon 2020 Proxy Statement

Compensation Discussion
& Analysis

Executive Overview

This CD&A discusses Exelon’s 2019 compensation for our named executive officers comprising our CEO, CFO, retired CEO of Exelon Utilities, and three other most highly compensated executive officers serving as of the end of 2019. These officers are referred to as our NEOs and are listed below:

CHRISTOPHER CRANE	JOSEPH NIGRO	KENNETH CORNEW
President and Chief Executive Officer	Senior Executive Vice President and Chief Financial Officer	Senior Executive Vice President and Chief Commercial Officer; President and CEO, Exelon Generation
WILLIAM VON HOENE, JR.	ANNE PRAMAGGIORE	CALVIN G. BUTLER JR.
Senior Executive Vice President and Chief Strategy Officer	Senior Executive Vice President and CEO, Exelon Utilities*	Senior Executive Vice President and CEO, Exelon Utilities**

*	Senior EVP and CEO, Exelon Utilities through retirement date of October 15, 2019.
**	Senior EVP and CEO, Exelon Utilities effective December 2, 2019.

2019 Leadership Changes

In October 2019, Exelon announced the retirement of Anne Pramaggiore and appointment of Calvin G. Butler Jr. as the interim CEO of Exelon Utilities. On December 2, 2019, Mr. Butler, former CEO of Baltimore Gas & Electric Company, was appointed Senior Executive Vice President and CEO of Exelon Utilities. As a result, this year’s proxy includes six NEOs.

Business and Strategy Overview and 2019 Performance Highlights

We are the nation’s leading competitive power provider and a FORTUNE 100 company that works in key facets of the power business: power generation, competitive energy sales, transmission and delivery.

Exelon is composed of two primary businesses:

Regulated Utilities
Exelon’s six regulated utilities deliver electricity and natural gas to approximately 10 million customers, more than any other company in the industry, in Delaware, the District of Columbia, Illinois, Maryland, New Jersey and Pennsylvania through its Delmarva Power, Pepco, ComEd, BGE, Atlantic City Electric and PECO subsidiaries. Our utilities continue to have outstanding customer operations. ComEd, BGE, PECO and PHI (on a consolidated basis) achieved first quartile performance in service level and abandon rate and ended the year with their best performance ever on customer satisfaction. We have significantly improved the operational performance of PHI since the 2016 acquisition consistent with our long-term strategy to increase investment in regulated assets for the benefit of our customers. Electric Generation
Exelon operates the largest and cleanest competitive generation business in the U.S. With approximately 31,600 megawatts of nuclear, gas, wind, solar and hydroelectric generating capacity, we are the largest producer of zero-carbon energy in the U.S. and are a best-in-class operator in terms of outage days and operating costs for our nuclear fleet. We also operate the largest competitive retail supply business serving wholesale, commercial, and industrial customers.

Learn more at www.exeloncorp.com.

www.exeloncorp.com     37

Compensation Discussion & Analysis

Exelon’s Value Proposition, as articulated below in five strategic business objectives, reflect our continued focus on key strategic initiatives that are expected to drive strong operational and financial performance. The table below demonstrates the strong link between Exelon’s Value Proposition and the compensation components or metrics that are used in our executive compensation program.

Strategic Business Objective		Compensation Component or Metric		2019 Results
1	Utility EPS rising 6-8% and rate base growth of 7.3% annually through 2023	Adjusted (non-GAAP) Operating EPS* Performance measure for AIP Utility Net Income Performance Share award measure for LTIP		●Operating EPS of $3.22 exceeded the mid-point of 2019 guidance and our target with utilities contributing $2.14 ●Completed five distribution rate cases with regulatory authorities, reaching two constructive settlements
2	Support utility growth, debt reduction and the dividend	Exelon FFO/Debt* Performance Share award measure for LTIP		●Invested more than $5.5 billion at our electric and gas companies to replace aging infrastructure and enhance reliability and resiliency ●Together with previously announced cost savings, Exelon has identified total savings of over $1 billion since 2015 ●Over the course of 2019, Exelon and all of its rated subsidiaries received credit upgrades ●Retired $600M of long-term debt at Exelon Generation ●Increased dividend by 5% annually since 2018
3	Invest in utilities where we can earn an appropriate return	Utility Earned ROE* Performance Share award measure for LTIP
4	Superior operational performance to support achievement of financial objectives	Operational Metrics Outage duration (CAIDI), outage frequency (SAIFI), nuclear fleetwide capacity factor and dispatch match are performance measures for AIP		●ComEd, BGE, PECO and PHI (on a consolidated basis) achieved first quartile performance in service level and abandon rate and ended the year with their best performance ever on customer satisfaction ●Exelon’s nuclear operations set a best-ever capacity factor of 95.7%
5	Create sustainable value for shareholders by executing business strategy	Relative TSR Modifier for Performance Share award for LTIP		●Achieved significant judicial success in defending ZEC programs in New York ●Teamed with Exelon Foundation to launch a climate change investment initiative to fund startups focused on technology to reduce emissions and advocate for state policies that will properly value nuclear and other clean energy ●On track to meet operations-driven GHG emission reduction goal furthering our best-in-class operator status and supporting sustainable long-term value creation ●Announced additional annual cost savings of $100 million at Exelon Generation in response to continuing economic challenges confronting Generation’s business necessitating continued focus on cost management through enhanced efficiency and productivity; full run-rate savings scheduled to be achieved in 2022

* See Definitions of Non-GAAP measures in Appendix B at page 96.

38     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

CEO Pay for Performance Alignment

The Compensation Committee and Board approved the following compensation for the CEO.

2019 Base Salary

Base salary was increased 2.5% to $1,293,000 from $1,261,000 as a result of the merit review and achievement of 2018 results.

2019 AIP Award Payout and Target Adjustment

AIP target was increased to 145% of salary to align with market. Payout was 112.22%.

2017-2019 Performance Share Payout

Three-year performance was above target at 107.70%.

78% of the CEO’s total target direct compensation for 2019 was in the form of long-term incentives, which is nearly 5% more than the average in our peer group.

● Chart depicts Exelon’s annual stock price for the last three years and CEO total compensation as it appears in the Summary Compensation Table.

● Over the last three years, CEO pay as reflected in the Summary Compensation Table increased at an annualized rate of 1.3% from $14.6 million to $15.4 million, while Exelon’s stock price increased from $39.41 to $45.59 resulting in an annualized rate of increase for TSR of 12.4%.

Exelon Stock Price and CEO Pay

Executive Compensation Program

Compensation Philosophy and Objectives

The goal of our executive compensation program is to retain and reward leaders who create long-term value for our shareholders by delivering on objectives that support the Company’s Value Proposition and strategic business objectives described above.

The Compensation Committee strives to set challenging financial performance targets that drive and motivate executives to achieve long-term success, shareholder value, and to help ensure key talent is retained. The Committee selects performance metrics that are tied to the Company’s financial strategies and are proven measures of long-term value creation. Financial targets are based on our internal business plans and external market factors. Our executive compensation program has been designed to align the incentives of our high-quality leaders with the interests of our shareholders using metrics and goals directly linked to the Company’s strategy and performance.

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 businesses.

Objectives

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Compensation Discussion & Analysis

2019 Compensation Program Structure

In keeping with Exelon’s executive compensation philosophy and objectives, the Compensation Committee designed Exelon’s 2019 compensation program to be composed of fixed and variable elements summarized below.

Pay Element	Form	Performance	Shareholder Alignment:
		Merit Based	●Fixed income at competitive, market-based levels attracts and retains top talent.
		●Adjusted (non-GAAP) Operating EPS(1) (70%) ●Operational Goals (30%) ●Outage Duration ●Outage Frequency ●Nuclear Fleetwide Capacity Factor(2) ●Dispatch Match Subject to TSR Cap	●Motivates executives to achieve key annual financial and operational objectives using adjusted (non-GAAP) operating EPS and operational goals that reflect commitment to become leading diversified energy provider ●Payouts capped if absolute TSR for annual period is negative (TSR Cap)(3)
		(Cumulative Performance over 3-year cycle) 2019 - 2021 Scorecard: ●Utility Earned ROE(1) (33.3%) ●Utility Net Income (33.3%) ●Exelon FFO/Debt(1) (33.4%) Subject to TSR Cap & TSR Modifier	●Drives executive focus on long-term goals supporting utility growth, financial results, and capital stewardship ●Rewards relative achievement of financial goals and stock price compared to utility peers (UTY) over three-year period (TSR Modifier) ●Payouts capped if absolute TSR is negative for the last 12 months of the performance cycle (TSR Cap)(4)
		Vest One-Third per year over 3 Years	●Balances LTI portfolio providing executive with market competitive time-based award

(1)	See Definitions of Non-GAAP measures in Appendix B at page 96.
(2)	Capping feature on Nuclear Fleetwide Capacity Factor metric adjusts for lower spot pricing for energy and to ensure that this metric was self-funding. For every incremental dollar the Company makes after achieving target performance, participants receive half.
(3)	Effective with the 2020 Annual Incentive Plan, the AIP TSR Cap has been eliminated. For additional details, please see page 52.
(4)	Effective with the 2020-2022 Performance Share Program, the TSR Cap’s measurement period has been extended to the full three-year performance period. For additional details, please see page 52.

Base Salary

NEOs. The Compensation Committee sets base salaries for each NEO, which may be adjusted following an annual review. Base salary adjustments are effective as of March 1 each year. In February 2019 as part of its annual review, the Compensation Committee approved a 2.5% increase in base salary, in line with prior years, for each NEO and 3% for Mr. Butler.

CEO. For the CEO’s compensation, the Compensation Committee makes recommendations which are reviewed and approved by the independent directors. In February 2019 as part of its annual review, the Compensation Committee recommended a 2.5% increase in base salary for the CEO.

When evaluating whether to make any adjustments, the Compensation Committee considers a number of factors including the outcome of the annual merit review, results of the annual market assessment of NEO and CEO compensation provided by the Committee’s independent compensation consultant, the need to retain an experienced team, job promotion, individual performance, scope of responsibility, leadership skills and values, current compensation, internal equity, and legacy matters.

NEO	Base Salary as of March 1, 2018	Base Salary as of March 1, 2019
Crane	$1,261,000	$1,293,000
Nigro	767,496	794,375
Cornew	905,690	928,332
Von Hoene, Jr	904,673	931,484
Pramaggiore	720,225	794,375
Butler Jr.	537,165	553,280

40     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

Annual Incentive Program (AIP)

AIP Overview and Goal Setting Process

The AIP is an annual cash incentive program that provides the opportunity to receive an annual cash award based on the achievement of predetermined financial and operational goals.

The metrics used for the 2019 AIP program included:

			What it is	Why it is Important
	Adjusted (non-GAAP) Operating EPS*		The Company’s net income from ongoing business activities divided by average shares outstanding during the year and adjusted to exclude certain costs, expenses, gains and losses, and other specified items.	Supports commitment to provide solid returns to our shareholders and to support and grow our dividend.
	Outage Duration (CAIDI)		Measure of the total number of customer interruption minutes divided by the total number of customers served.	Providing reliable power and quickly responding to interruptions is essential to operations and customer satisfaction.
	Outage Frequency (SAIFI)		Measure of the total number of customer interruptions divided by the total number of customers served.	Dependable infrastructure and reliable power are essential to operations and customer satisfaction.
	Nuclear Fleetwide Capacity Factor		The weighted average of the capacity factor of all Exelon nuclear units, calculated as the sum of net generation in megawatt hours divided by the sum of the hourly annual mean net megawatt rating, multiplied by the number of hours in a period.	Efficient operation of our nuclear fleet maximizes cost-efficiency and delivery of clean, reliable energy.
	Dispatch Match		Measures the responsiveness of a fossil generating unit to the market.	Providing sufficient power during peak times ensures we satisfy the needs of our customers.

Exelon’s 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 the Company’s peers

● Strategic Objectives - Near- and intermediate-term goals follow a trend line consistent with long-term aspirations

● 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 Compensation Committee annually reviews AIP components, targets and payouts to ensure that they are challenging, contain appropriate stretch, and are designed to mitigate excessive risk. The Committee considers short- and long-term financial and operational results relative to our internal goals. Goals for the AIP, including adjusted (non-GAAP) operating EPS, are set in January/early February around the same time that Exelon provides full-year guidance for EPS and other key financial metrics.

* See Definitions of Non-GAAP measures in Appendix B at page 96.

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Compensation Discussion & Analysis

The Compensation Committee used the following process to determine 2019 AIP awards made to each NEO:

Beginning of Performance Year After End of Performance Year

1	Set Individual AIP Targets	2	Set Performance Goals	3	Apply Performance Multiplier	4	Apply Negative TSR Cap (if applicable)
●Expressed as percentage of base salary, as of 12/31/18 ●CEO annual incentive target of 145%; other NEO annual incentive targets range from 90% to 100%		●Set target goal for adjusted (non-GAAP) operating EPS (70%) ●Set targets for achievement of certain operational goals (30%) ●Goals include Threshold, Target, and Distinguished performance levels		●Performance multiplier is a measure of performance against each goal as a percentage of target ●Multiply the target award by the performance multiplier ●Award can range from 0% to 200% of target (target of 100%)		●If Exelon’s absolute TSR for the year is negative, AIP payout will be capped at 100% of target AIP award(1)

⁽¹⁾ Beginning with the 2020 AIP, the TSR cap has been eliminated. See page 52 for more detail.

2019 AIP Performance and Payout Determinations

The following table details the 2019 threshold, target, and distinguished or maximum performance goals, and the results achieved. The Performance Multiplier for 2019 AIP awards was calculated to be 112.22% of target, based on the following:

AIP Metrics:	Performance Scale			Performance Relative to Target	Performance as % of Target	Weighted Performance
	Threshold (50% payout)	Target (100% payout)	Distinguished (200% payout)
Adjusted Operating EPS* 70%					110.81%	77.57%
CAIDI 7.5%					87.5%	6.56%
SAIFI 7.5%					115.38%	8.65%
Fleetwide Capacity Factor 7.5%					134.13%	10.06%
Dispatch Match 7.5%					125.00%	9.38%
					Payout:	112.22%

* See Definition of Non-GAAP measures in Appendix B at page 96.

42     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

The following table shows actual AIP payout amounts awarded to Exelon’s NEOs:

NEO	AIP Target (as % of Base Salary)	Dollar Value of AIP Target	Performance Multiplier	Actual Award
Crane	145%	$1,874,850	112.22%	$2,103,957
Nigro	95%	754,656	112.22%	846,875
Cornew	100%	928,332	112.22%	1,041,774
Von Hoene, Jr	100%	931,484	112.22%	1,045,311
Pramaggiore*	95%	754,656	112.22%	668,209
Butler Jr.	90%	630,000	112.22%	706,986

* Ms. Pramaggiore’s AIP is prorated based on retirement date of October 15, 2019.

AIP Goal Rigor

Adjusted (non-GAAP) Operating EPS* (70%). Building on past goal rigor, the Compensation Committee set an adjusted (non-GAAP) operating EPS* AIP target for 2019 at a level higher than the Company’s actual performance in 2018, and which was aligned with the midpoint of our publicly disclosed 2019 financial guidance. “Distinguished” goals were set above the upper end of Exelon’s full-year EPS guidance.

Adjusted (non-GAAP) Operating EPS*
	Guidance(1)	Threshold (50%)	Target (100%)	Distinguished (200%)	LOOKING FORWARD… On February 11, 2020, Exelon issued 2020 financial guidance setting adjusted operating EPS* at $3.00 - $3.30. For 2020, the AIP adjusted operating EPS* target is aligned with this guidance. ●2020’s adjusted operating EPS* “Target” goal is a range which starts generally above the midpoint of Exelon’s full-year EPS guidance and ends at 2019 actual results of $3.22. ●The “Distinguished” goal is set above the upper end of Exelon’s full-year EPS guidance.
2019	$3.00 - $3.30
2018	$2.90 - $3.20
2017	$2.50 - $2.80
(1)Reflects initial full-year guidance provided during January/February of each year.

* See Definitions of Non-GAAP measures in Appendix B at page 96.

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Compensation Discussion & Analysis

Operational Goals (30%). Operational “Target” metrics for 2019 were set at challenging levels that corresponded to top quartile performance compared to industry standards and “Distinguished” targets were set at levels that outperform the historical achievement of Company metrics for three of the four operational metrics.

Outage Duration (CAIDI) – 7.5%		Outage Frequency (SAIFI) – 7.5%
2019
2018
2017

Nuclear Fleetwide Capacity Factor – 7.5%		Dispatch Match – 7.5%
2019
2018
2017

● Threshold (50%)

● Target (100%)

● Distinguished (200%)

LOOKING FORWARD…

For 2020 operational goals, the “Distinguished” targets for SAIFI, Fleetwide Capacity Factor, and Dispatch Match were set at “Best Ever” levels and for CAIDI, in the first decile of industry standards.

44     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

Long-Term Incentive Program (LTIP)

LTIP Overview & Goal Setting Process

The 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 (33% of total award). RSUs granted to NEOs vest ratably over 3 years. 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 (67% of total award). Performance shares granted to NEOs in February 2019 are earned based on performance achieved for the three-year period ending on December 31, 2021. The performance metrics underlying the 2019- 2021 performance share awards are listed below. These are the same performance metrics underlying the performance shares granted for the 2017-2019 and 2018-2020 performance cycles.

Performance share metrics:		What it is	Why it is Important
Utility Earned ROE		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		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		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 the company’s 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.

● Setting Performance Share Targets. Performance share targets are based on external commitments and/or probabilistic modeling. The performance scale range for the Utility ROE and Utility Net Income metrics was based on the following probability levels of achievement: 95% for threshold and 5% for distinguished with the target aligned with projected performance. The target for the Exelon FFO/Debt metric is aligned with the expectations of credit rating agencies.

● Actual Targets Disclosed After Each Cycle. We do not disclose actual targets used in our performance share performance cycles until each cycle is completed. We feel it is important to safeguard the confidentiality of our long-term outlook on projected performance, especially in light of changes in our industry, with our peer companies, and the overall utility and power generation markets. 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 TSR modifier that compares Exelon’s performance relative to the performance of the UTY 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 for the last 12 months of the cycle is negative. (Please note that the TSR cap has been modified for 2020 awards to extend the measurement from the last 12 months of the cycle to the full 36 months of each cycle.) www.exeloncorp.com 45 Compensation Discussion & Analysis

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Compensation Discussion & Analysis

The Compensation Committee used the following process to determine performance share targets and awards:

1	Determine Performance Metrics & Individual Performance Share Targets	2	Determine Performance Multiplier	3	Determine TSR Modifier	4	Calculate Final Multiplier & Apply TSR Cap (if applicable)	5	Apply Final Multiplier
Targets are set in January/February of the first year of the performance cycle.		Based on performance achieved over the 3-year cycle. Performance can range from 0% to 150% of target (target of 100%).		Subtract the TSR of the UTY over the three-year performance period from Exelon’s TSR for the same three-year period.		Multiply the Performance Multiplier by (100% + TSR Modifier). This value is the Final Multiplier. If Exelon’s absolute TSR for the final 12 month period is negative, performance share payout will be capped at 100%.(1)		Apply the Final Multiplier to determine the number of shares issued.  Award can range from 0% to 200% of target (target of 100%) after application of the TSR modifier.

⁽¹⁾ Beginning with the 2020-2022 cycle, the TSR cap will apply if TSR is negative for the prior 36-month period. See page 52 for more detail.

On January 27, 2020, the Committee approved awards of RSUs and performance shares shown in detail in the Grants of Plan-Based Awards table on page 57.

2017 – 2019 Performance and Performance Share Payout Determinations

The following table details the 2017 – 2019 threshold, target, and distinguished performance goals, and the results achieved. The Performance Multiplier for 2017 – 2019 Performance shares awards was calculated to be 114.76% of target, based on the following:

Performance Share Metrics:	Threshold (50%)	75%	Target (100%)	125%	Distinguished (150%)	Metric Weighting	Actual Award v. Metric Weighting
Utility Earned ROE						33.3%	42.11%
Utility Net Income						33.3%	39.25%
Exelon FFO/Debt						33.4%	33.40%
	2017 – 2019 Performance Multiplier:						114.76%

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 Compensation Committee approved a payout of 107.7%, based on 2017-2019 performance and the application of a negative TSR modifier of 6.15% based on 2017-2019 TSR performance relative to the UTY:

	41.96% – 48.11% = - 6.15%
	[EXC TSR – UTY TSR] = TSR Modifier
Performance Multiplier	x	(	100%	+	TSR Modifier	)	=	Overall Award Payout	TSR Cap
114.76%	x	(	100%	+	- 6.15	)	=	107.70%	Not Applicable – Exelon had positive TSR of 4.3%

46     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

The following table shows how the payout formula was calculated and actual Performance shares amounts awarded for 2017-2019:

NEO	Target Performance Share Value	Target Performance Shares		Performance Factor		Actual Award (Performance shares)	Actual Award Value
Crane	$7,370,000	193,117	x	107.7%	=	207,987	$9,831,545
Nigro	1,600,463	44,064	x	107.7%	=	47,458	2,243,340
Cornew	1,955,596	55,811	x	107.7%	=	60,109	2,843,290
Von Hoene, Jr	1,956,936	55,849	x	107.7%	=	60,150	2,841,352
Pramaggiore	1,600,463	41,748	x	107.7%	=	44,964	2,125,448
Butler Jr.	1,453,900	15,788	x	107.7%	=	17,004	803,779

Performance Awards Settled in Common Stock and/or Cash. Pursuant to the terms of the long-term incentive program, performance share awards payouts are settled in the form of 50% shares of Exelon common stock and 50% in cash, unless participants have achieved 200% or more of their stock ownership guidelines, in which case performance share award payouts are settled in 100% cash.

All NEOs have achieved 200% of their stock ownership target, so all performance share awards were settled in cash.

Performance Share Goal Rigor

To ensure adequate rigor for the financial targets applicable to the 2019-2021 performance share performance cycle, we conducted statistical simulations to understand the level of difficulty for our payout range. This included a sensitivity analysis of reasonable value ranges for several internal and external variables known to be significant drivers of performance, and an examination of historical levels of deviation of Company performance compared to plan as shown below for the two prior performance cycles.

	Utility ROE (33.3%)	Utility Net Income (33.3%)
2017 – 2019
2016 – 2018

	–	Threshold (50%)
	–	Target (100%)
	–	Distinguished (150%)

Exelon FFO/Debt (33.4%)
	Threshold (50%)	(75%)	Target (100%)	(125%)	Distinguished (150%)
2017 – 2019
2016 – 2018

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Compensation Discussion & Analysis

2019 Target Compensation for Named Executive Officers

The table below lists the target value of the compensation elements for each NEO as of December 31, 2019.

	Cash Compensation			Long-Term Incentives
Name	Base	AIP Target	Target Total Cash	RSUs [33%]	Performance Shares [67%]	Target Total LTIP	Target Total Direct Compensation
Crane	$1,293,000	145%	$3,167,850	$3,630,000	$7,370,000	$11,000,000	$14,167,850
Nigro	794,375	95%	1,549,031	788,288	1,600,463	2,388,750	3,937,781
Cornew	928,332	100%	1,856,664	963,204	1,955,596	2,918,800	4,775,464
Von Hoene, Jr.	931,484	100%	1,862,968	963,864	1,956,936	2,920,800	4,783,768
Pramaggiore *	794,375	95%	1,549,031	788,288	1,600,463	2,388,750	3,937,781
Butler Jr.	700,000	90%	1,330,000	716,100	1,453,900	2,170,000	3,500,000

* Ms. Pramaggiore’s base salary and AIP were paid on a pro-rated basis using her retirement date of October 15, 2019.

2019 Promotion-Based Adjustments

Mr. Butler received adjustments to his compensation in connection with his promotion in December 2019. All adjustments were based on market data for Mr. Butler’s role.

● Base salary was increased to $700,000, representing a 27% increase.

● Annual incentive target was increased to 90% of annual base salary, from 65%.

● Long-term incentive target was increased to a value of $2,170,000, from $825,650, with 33% of the total value awarded in the form of RSUs and 67% in the form of performance shares.

● Mr. Butler also received an award of 28,468 RSUs on December 2, 2019, that will cliff vest on December 2, 2024.

The accounting impacts of the promotion-related awards are reflected in the Summary Compensation table on page 55, as well as the Grants of Plan-Based Awards table on page 57.

48     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

Compensation Governance and Oversight

What We Do

✓Pay for performance ✓Significant stock ownership requirements for Directors and Executive Officers ✓Cap incentive awards and conduct an annual risk assessment of the compensation programs ✓Double-trigger for change-in-control benefits ✓Independent compensation consultant advises the Compensation Committee ✓Annually evaluate management succession and leadership development efforts ✓Limited perquisites based on sound business rationale ✓Clawback provision for incentive compensation awards ✓Annual review of pay equity by an independent third party ✓Engage in year-round shareholder outreach ✓Prohibit hedging, short sales, derivative transactions or pledging of Company stock ✓Require Executive Officers to trade through 10b5-1 trading plans ✓Annually assess our programs against peer companies and best practices ✓Set appropriate levels of “stretch” in incentive targets

What We Don’t Do

✕No guaranteed minimum payout of AIP or LTIP programs ✕No employment agreements ✕No excise tax gross-ups for change-in-control agreements ✕No dividend-equivalents on Performance shares ✕The value of LTIP awards is not included in pension or severance calculations ✕No additional credited service under supplemental pension plans since 2004 ✕No option repricing or buyouts

2019 Say-on-Pay Vote Outcome and Shareholder Engagement

The Compensation Committee regularly reviews executive compensation, taking into consideration input received through Exelon’s regular and ongoing practice to engage with its investors. Feedback is typically solicited throughout the year in connection with the annual meeting of shareholders and the Compensation Committee’s review of the executive compensation program.

During 2019, Exelon contacted the holders of nearly 40% of our outstanding shares. Portfolio managers and governance professionals that accepted our offer to engage included a significant cross-section of our shareholder base, representing approximately one-third of Exelon’s outstanding shares. The Chair of Exelon’s Compensation Committee participated in several investor discussions in 2019. Feedback from all discussions was shared with the Compensation Committee, the Corporate Governance Committee, and the Board.

No requests for significant changes were received during our engagement discussions. Feedback indicated that investors remain supportive of Exelon’s executive compensation program and design as demonstrated by our 2019 say-on-pay vote result of 90%.

Say-on-Pay Support         

86.0%

2017

92.9%

2018

90.0%

2019

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Compensation Discussion & Analysis

Compensation Decisions – Roles of Board, Compensation Committee, CEO, and Independent Compensation Consultant

Setting Target TDC for Executive Officers

● The Compensation Committee is responsible for overseeing the development and administration of the executive compensation program for executive officers (other than the CEO) based on several factors including input from the CEO and an independent compensation consultant retained to provide services described below.

● Analyze a variety of data to gauge market competitiveness, including peer group compensation and performance data.

● 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.

Setting Target TDC for Chief Executive Officer

● The CEO’s compensation is approved by the independent members of the Board, based on the recommendations of the Compensation Committee.

● CEO compensation is developed by analyzing peer group compensation and performance data with its independent compensation consultant. The Committee reviews each element of the CEO’s compensation including base salary, annual and long-term incentive target opportunities.

Role of Compensation Consultant

The Compensation Committee retains the services of 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:

● Annual 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 to the compensation structure

● Assisting management to ensure the Company’s executive compensation programs are designed and administered consistent with the Compensation Committee’s requirements

● Ad hoc support on executive compensation matters and related governance trends

The Compensation Committee annually reviews the compensation, performance, and independence of Meridian and approves the firm’s fees and other retention terms. In 2019, Meridian provided no other services for Exelon or its affiliates. Fees paid to Meridian were less than 1% of its gross annual revenues.

50     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

Peer Groups Used for Benchmarking 2019 Executive Compensation

We use a blended peer group for assessing our executive compensation program that consists of two subgroups: energy services peers and general industry peers (except for the position of CEO of Exelon Utilities which only uses energy services companies).

Why We Use a Blended Peer Group: We use a blended peer group 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 and adjusts for changes with our energy and general industry peers when needed.

	Energy Services Since 2017, we have included the following 11 energy services companies in our peer group even though nine of these companies had 2019 revenues that were less than half of Exelon’s revenues			General Industry We have made no changes since 2017 to the general industry peers in our peer group:
●American Electric Power Company, Inc. ●Dominion Energy, Inc. ●Duke Energy Corporation ●Edison International ●Entergy Corporation ●FirstEnergy Corporation		●NextEra Energy, Inc. ●PG&E Corporation ●Public Service Enterprise Group, Inc. ●Sempra Energy ●The Southern Company	●3M Company ●Deere & Company ●DowDuPont ●General Dynamics Corporation ●Honeywell International, Inc.		●International Paper Company ●Marathon Petroleum Company ●Northrop Grumman Corporation ●Valero Energy Corporation

Exelon’s Position Relative to Peer Group

Revenues*	Market Capitalization*

Why we use a Regression Analysis: 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 Exelon given the size/scope of responsibility for Exelon’s executive roles. Each element of NEO compensation is then compared to these size-adjusted medians of the peer group.

* Based on the four fiscal quarters prior to and publicly available as of June 20, 2019.

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Compensation Discussion & Analysis

Looking Forward: Changes for 2020

In connection with the Compensation Committee’s responsibility to oversee and monitor the ongoing effectiveness of Exelon’s executive compensation program design, the Committee adopted the following changes to be effective beginning in 2020. Changes were based on analyses of developments with market peers and a review of benchmarked compensation practices in consultation with the Committee’s independent compensation consultant.

Peer Groups Used for Benchmarking 2020 Executive Compensation

In connection with the annual review of its peer group, the Compensation Committee approved changes to Exelon’s peer group in light of business developments affecting two peer companies—PG&E filed for bankruptcy in 2019 and DowDuPont separated into three separate businesses in 2019.

	Energy Services Peers:			General Industry Peers:
	Removed –PG&E Corporation	Added For 2020 +DTE Energy		Removed –DowDuPont	Added For 2020 +Delta Air Lines +Lockheed Martin

As a result of these changes, the Committee replaced PG&E with DTE Energy, the largest of the available utilities that also has a diverse mix of operations. DowDuPont was replaced with Delta Air Lines and Lockheed Martin. Both Delta and Lockheed Martin were selected because each are size-appropriate, have a high proportion of U.S. revenue, operate in mature capital-intensive industry segments, and operate in moderate-to-heavy regulatory environments.

2020 Incentive Plan Award Terms

The Compensation Committee adopted modifications to the terms applicable to incentive compensation awards.

Changes for 2020:	Rationale:
AIP: Remove the TSR cap that curtails payouts to 100% in the event of negative absolute TSR during the prior 12 months from annual incentive awards	●Better alignment with market practices ●TSR is a long-term metric and current design is misaligned with intent of a short-term incentive program
LTIP: Beginning with the 2020-2022 program, extend the application of the TSR cap on Performance shares awards to the full 36-month performance cycle from the prior application to only the last 12 months of the performance cycle	●Better alignment with market practices ●Alignment with the length of the performance period
LTIP: Beginning with awards made in 2020, long-term equity awards will provide for pro-rated vesting for non-retirement terminations.	●Better alignment with market practices

Senior Management Severance Plan

The Compensation Committee approved the following changes to the Senior Management Severance Plan to balance the benefits provided in line with market practices.

● Narrowed definition of “good reason” for all executives below CEO level to eliminate duties-based severance trigger outside a change-in-control event to provide flexibility for role changes without triggering unintended severance

● Revised executive tiers eligible for general severance and change-in-control severance benefits to narrow participation in higher benefit tiers to better align with broad market practices

● Approved the proration of all LTIP awards for general severance terminations before retirement eligibility, and proration of AIP awards for change-in-control terminations

● Shortened protection period to three months preceding change-in-control event

● Eliminated practice of issuing individual change-in-control severance agreements to future senior executive officers

52     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

Stock Ownership

To strengthen the alignment of executive interests with those of shareholders, executives at the vice president level or above are required to own certain multiples of base salary of Exelon common stock by the later of five years following (1) the last adjustment made to the guidelines in 2012 or (2) the date of his or her hiring or promotion to a new position. Compliance with Exelon’s stock ownership guidelines is measured on September 30 each year. As of September 30, 2019, all NEOs had exceeded 200% of their stock ownership guidelines, as shown in the following chart. Although Mr. Butler was promoted as of December 2, 2019, his current ownership of stock remained in compliance with his guideline following his promotion on December 2, 2019.

The following types of ownership count towards meeting the stock ownership guidelines: restricted shares and restricted stock units, shares held in the Exelon Corporation Deferred Compensation Plan, dividend reinvestment plan, 401(k) Employee Savings Plan, and common shares beneficially owned directly or indirectly. For additional details about NEO stock ownership, please see the Beneficial Ownership Table on page 75.

Prohibition on Hedging and Pledging of Common Stock; Other Trading Requirements

Exelon requires executive officers 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 to diversify a portion of their holdings in excess of the applicable stock ownership requirements in an orderly manner as part of their personal financial plans. The use of Rule 10b5-1 stock trading plans serves to reduce the risks that such transactions will be viewed negatively or as commentary with respect to the future value of Exelon’s stock. In addition, the use of Rule 10b5-1 stock trading plans are believed to reduce the potential for accusations of trading on the basis of material, non-public information, which could damage the reputation of the Company.

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.

Clawback Policy

In 2018, the Board of Directors revised its clawback policy to broaden the discretionary ability to clawback incentive compensation when deemed appropriate. Under the policy, the Board has sole discretion to recoup incentive compensation if it determines that:

● the incentive compensation was based on the achievement of financial or other results that were subsequently restated or corrected;

● the incentive plan participant engaged in fraud or intentional misconduct that caused or contributed to the need for restatement or correction;

● a lower incentive plan award would have been made to the participant based on the restated or corrected results; and

● recoupment is not precluded by applicable law or employment agreements.

The Board or 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 Board or Compensation Committee determines that:

● 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

● recoupment is not precluded by applicable law or employment agreements.

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Compensation Discussion & Analysis

Risk Management Assessment of Compensation Policies and Practices

The Compensation Committee reviews Exelon’s compensation policies and practices as they relate to the Company’s risk management practices and risk-taking incentives. In 2019, the Compensation Committee partnered with Exelon’s Enterprise Risk Management group to apply the enterprise risk management policy and framework to the compensation risk assessment process to assess and validate that the controls in place continued to mitigate incentive compensation risks.

Following this assessment, the Committee believes that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on Exelon. In this regard, the Compensation Committee considered the following compensation program features, which balance the degree of risk taking:

● The AIP includes multiple incentive performance measures with a balance of financial and non-financial metrics.

● Long-term incentives include multiple vehicles and performance metrics and three-year overlapping performance periods that are aligned with long-term stock ownership requirements.

● Incentive metrics, performance goals, and capital allocation require multiple approval levels and oversight.

● Total compensation pay mix includes effective and market aligned balance of short- and long-term incentive compensation elements.

● Incentive compensation is balanced by formulaic and discretionary funding.

● Short- and long-term incentive awards contain award caps or modifiers.

● Reasonable change-in-control and severance benefits are within common market norms.

● Clawback provisions exceed regulatory mandates.

● Consistent and meaningful stock ownership requirements create sustained and consistent ownership stakes.

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. Historically, there was an exemption from this $1 million deduction limit for compensation payments that qualified as “performance-based” under applicable IRS regulations. With the enactment of the 2017 Tax Cuts and Jobs Act (Tax Act), the performance-based compensation exemption was eliminated under Section 162(m) of the Code, except with respect to certain grandfathered arrangements. The Tax Act also expanded the definition of covered employee to include the CFO and extended the classification for all covered employees in perpetuity even after death through severance and post-death payments. Finally, the application of the $1 million limitation has been expanded to include covered employees at Exelon’s corporate registrants with publicly traded debt in addition to those with publicly traded equity as required prior to the Tax Act. Under the new law, Exelon has eight registrants that now fall within the scope of Section 162(m). 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.

Report of the Compensation and Leadership Development Committee

The Compensation and Leadership Development Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained on pages 37-54 of this proxy statement. Based on such review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in the 2020 Proxy Statement.

THE COMPENSATION AND LEADERSHIP
DEVELOPMENT COMMITTEE

Yves C. de Balmann, Chair
Robert J. Lawless
Linda P. Jojo
Stephen D. Steinour
John F. Young

54     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

Summary Compensation Table

	Year	Salary ($)		Bonus ($)	Stock Awards ($) (Note 1)		Non-Equity Incentive Plan Compensation ($) (Note 2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (Note 3)		All Other Compensation ($) (Note 4)		Total ($)
Christopher M. Crane President and Chief Executive Officer, Exelon
	2019	$	1,335,633	—	$	11,000,064	$	2,103,957	$	468,171	$	536,867	$	15,444,692
	2018		1,261,000	—		10,099,725		2,123,070		1,734,587		424,696		15,643,078
	2017		1,261,000	—		10,099,755		1,585,531		1,524,765		386,808		14,857,859
Joseph Nigro Senior Executive Vice President and Chief Financial Officer, Exelon
	2019		790,823	—		2,388,777		846,875		234,992		85,985		4,347,452
	2018		767,496	—		4,589,122		885,414		188,680		99,509		6,530,221
Kenneth W. Cornew Senior Executive Vice President and Chief Commercial Officer, Exelon; President and Chief Executive Officer, Exelon Generation
	2019		924,181	—		2,918,842		1,041,774		774,571		72,769		5,732,137
	2018		935,596	—		2,918,830		1,089,182		281,793		89,336		5,314,737
	2017		878,865	—		2,918,832		854,618		235,324		87,667		4,975,306
William A. Von Hoene Jr. Senior Executive Vice President and Chief Strategy Officer, Exelon
	2019		962,271	—		2,920,831		1,045,311		270,738		481,983		5,681,134
	2018		904,673	—		2,920,823		1,092,880		242,061		534,420		5,694,857
	2017		882,696	—		2,920,829		857,520		202,125		374,057		5,237,227
Anne Pramaggiore Senior Executive Vice President and Chief Executive Officer, Exelon Utilities
	2019		758,915	—		2,388,777		668,209		223,801		263,087		4,302,789
	2018		720,225	—		3,892,882		885,414		194,694		220,915		5,914,130
Calvin G. Butler, Jr. Senior Executive Vice President and Chief Executive Officer, Exelon Utilities
	2019		559,495	—		2,075,734		706,986		116,481		45,972		3,504,668

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Compensation Discussion & Analysis

Notes to the Summary Compensation Table

⁽¹⁾ The amounts shown in this column include the aggregate grant date fair value of restricted stock unit and performance share awards for the 2019-2021 performance period granted on February 4, 2019, and for Mr. Butler, the value of his promotion–related award granted on December 2, 2019. The grant date fair values of the stock awards have been computed in accordance with FASB ASC Topic 718 using the assumptions described in Note 20 of the Combined Notes to Consolidated Financial Statements included in Exelon’s 2019 Annual Report on Form 10-K. The 2019-2021 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:

	Performance Share Award Value
	At Target		At Maximum
Crane	$	7,370,033	$	14,740,066
Nigro		1,600,471		3,200,942
Cornew		1,955,615		3,911,230
Von Hoene Jr.		1,956,941		3,913,882
Pramaggiore		1,600,471		3,200,942
Butler Jr.		553,215		1,106,430

(2)	The amounts shown in this column for 2019 represent payments made pursuant to the Annual Incentive Plan.
(3)	The amounts shown in this column represent the change in the accumulated pension benefit for the NEOs from December 31, 2018, to December 31, 2019. None of the NEOs had above market earnings in a non-qualified deferred compensation account in 2019.
(4)	All Other Compensation: The following table describes the incremental cost of other benefits provided in 2019 that are shown in this column.

All Other Compensation

Name	Perquisites ($) (Note 1)		Reimbursement for Income Taxes ($) (Note 2)		Company Contributions to Savings Plans ($) (Note 3)		Company Paid Term Life Insurance Premiums ($) (Note 4)		Other ($) (Note 5)	Total ($)
Crane	$	194,151	$	253,209	$	48,222	$	41,285	—	$	536,867
Nigro		39,248		13,662		28,742		4,333	—		85,985
Cornew		33,290		2,726		33,001		3,752	—		72,769
Von Hoene Jr.		286,407		158,481		33,049		4,046	—		481,983
Pramaggiore		101,898		134,556		21,641		4,992	—		263,087
Butler Jr.		22,364		389		20,330		2,889	—		45,972

Notes to All Other Compensation Table

(1)	Amounts reported for personal benefits provided to NEOs include: (1) transportation related benefits (including personal use of corporate aircraft, fleet services, rail passenger services, parking, spousal and family travel); (2) relocation/housing and living benefits related to changes in NEOs’ principal place of work as a result of regulatory commitments in connection with the 2016 acquisition of Pepco Holdings, Inc.; and (3) other benefits (including personal financial planning, Company gifts, and matching charitable contributions, physical examinations, and event tickets) as detailed below.
	●	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. Associated costs for meals and other related amenities for spouse/domestic partners are covered when attendance at Company or industry-related events is customary. Exelon also provides fleet services of Company cars and driver services for NEOs and other officers enabling the performance of duties among the Company’s various offices and facilities. Certain NEOs are also entitled to limited personal use of the Company’s cars and drivers including commuting to work locations. Costs reported represent estimated incremental costs based upon driver wages multiplied by the average overtime rate for drivers plus an additional amount for fuel. Costs related to NEO personal use is typically imputed as additional taxable income. Amounts reported in this column for Mr. Crane include $94,049 for personal use of corporate aircraft, $60,955 for spousal travel and $9,307 for other transportation related benefits. Amounts reported for Mr. Von Hoene include $119,917 for personal use of corporate aircraft largely related to commuting in compliance with regulatory commitments as described below, and $15,459 for spousal travel. Amounts reported for Ms. Pramaggiore include $24,670 for personal use of corporate aircraft and $2,985 for spousal travel.

56     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

	●	Ms. Pramaggiore and Messrs. Butler, Nigro, and Von Hoene were subject to state public service commission requirements to maintain principal workplaces in the District of Columbia pursuant to a regulatory order issued in 2016 that related to the approval of the acquisition of Pepco Holdings Inc. Pursuant to this legacy obligation, Exelon provides transportation and relocation/housing and living benefits to certain executives. Amounts reported for Ms. Pramaggiore and Messrs. Nigro and Von Hoene include $61,043, $14,585, and $117,018, respectively, for such benefits. Mr. Butler became subject to the regulatory requirement in December and therefore, did not incur additional benefits in 2019.
	●	Limited personal financial planning benefits are provided with usage values imputed as additional taxable income. Executive officers may request Company matching gifts to qualified charitable organizations in amounts up to $10,000, and up to $15,000 for Mr. Cornew under the Constellation legacy policy. Executive officers may use Company-provided vendors for comprehensive physical examinations and related medical testing.
(2)	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-requested spousal travel expenses are imputed to the employee; and for required relocation and housing/living expenses incurred in compliance with regulatory requirements. Pursuant to our obligations under the 2016 regulatory order set forth in Note 1 above, amounts reported for Mr. Von Hoene and Ms. Pramaggiore include $90,759, and $77,268, respectively related to such reimbursements related to regulatory requirements.
(3)	Each of the NEOs participated in the Company’s 401(k) and Deferred Compensation Plans. Amounts reported represent Company matching contributions to the NEOs’ accounts.
(4)	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 2019 for additional term life insurance policies for the NEOs and for additional long-term disability insurance over and above the basic coverage provided to all employees.

Grants of Plan-Based Awards

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Note 1)						Estimated Possible Payouts Under Equity Incentive Plan Awards (Note 2)			All Other Stock Awards: Number of Shares or Units (#) (Note 3)	Grant Date Fair Value of Stock and Option Awards ($) (Note 4)
Name	Grant Date	Threshold ($)		Plan ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Crane	2/04/2019	$	70,307	$	1,874,850	$	3,749,700
	2/04/2019							25,952	155,683	311,366		$	7,370,033
	2/04/2019										76,680		3,630,031
Nigro	2/04/2019		28,300		754,656		1,509,312
	2/04/2019							5,636	33,808	67,616			1,600,471
	2/04/2019										16,652		788,306
Cornew	2/04/2019		34,812		928,332		1,856,664
	2/04/2019							6,886	41,310	82,620			1,955,615
	2/04/2019										20,347		963,227
Von Hoene Jr.	2/04/2019		34,931		931,484		1,862,968
	2/04/2019							6,891	41,338	82,676			1,956,941
	2/04/2019										20,361		963,890
Pramaggiore	2/04/2019		28,300		754,656		1,509,312
	2/04/2019							5,636	33,808	67,616			1,600,471
	2/04/2019										16,652		788,306
Butler Jr.	2/04/2019		23,625		630,000		1,260,000
	2/04/2019							1,948	11,686	23,372			553,215
	2/04/2019										5,756		272,489
	12/02/2019										28,468		1,250,030

(1)

All NEOs have annual incentive plan target opportunities based on a fixed percentage of their base salary. 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. The possible payout at threshold for AIP was calculated at 3.75% of target, which is 50% performance on the lowest weighted AIP performance metric. For additional information about the terms of these programs, see Compensation Discussion and Analysis.

(2)

NEOs have a long-term performance share target opportunity that is a fixed number of performance shares commensurate with the officer’s position. The possible payout at threshold for performance share awards was calculated at 16.67% of target. The possible maximum payout for performance shares 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 this program, see discussion starting on page 45.

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Compensation Discussion & Analysis

(3)	This column shows restricted stock unit awards made during the year. The vesting dates of the awards are provided in footnote 2 to the Outstanding Equity Table.
(4)	This column shows the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the performance share awards and restricted stock units granted to each NEO during 2019. Fair value of performance share awards granted on February 4, 2019, are based on an estimated payout of 100% of target.

Outstanding Equity Awards at Year End

	Option Awards (Note 1)					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 (#) (Note 2)	Market Value of Shares or Units of Stock That Have Not Yet Vested Based on 12/31 Closing Price $45.59 ($) (Note 2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) (Note 3)	Equity Incentive Plan Awards: Market or Payout Value or Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) (Note 3)
Crane	285,000	—	$	39.21	04/02/2022	383,716	$	17,493,612	664,448	$	30,292,184
	94,000	—		43.40	01/24/2021
	53,000	—		46.09	01/24/2020
Nigro	13,000	—		39.81	03/12/2022	125,161		5,706,090	149,882		6,833,120
	13,400	—		43.40	01/24/2021
Cornew	70,000	—		39.81	03/12/2022	109,027		4,970,541	184,660		8,418,649
Von Hoene Jr.	88,000	—		39.81	03/12/2022	109,104		4,974,051	184,786		8,424,394
	67,000	—		43.40	01/24/2021
	33,000	—		46.09	01/24/2020
Pramaggiore	37,000	—		39.81	03/12/2022	79,400		3,619,846	147,918		6,743,582
Butler Jr.	—	—		—	—	99,314		4,527,725	52,238		2,381,530

Notes to Outstanding Equity Table
(1)	Non-qualified stock options granted to NEOs pursuant to the Company’s long-term incentive plans. Awards vest in four equal increments, beginning on the first anniversary of the grant date. All awards expire on the tenth anniversary of the grant date. No stock option awards have been granted since 2012.
(2)	The amount shown includes unvested restricted stock unit (RSU) awards and the performance share award earned for the performance period beginning January 1, 2017, and ending December 31, 2019, which vested on January 27, 2020. The unvested restricted stock unit awards are composed of the final third of the award made in January 2017, which vested on January 27, 2020; two-thirds of the award made in January 2018, half of which vested on January 27, 2020, and half of which will vest on the date of the Compensation Committee’s first regular meeting in 2021; and the full award granted on February 4, 2019, one-third of which vested on January 27, 2020, and one-third of which will vest on the date of each of the Compensation Committee’s first regular meetings in 2021 and 2022, respectively. All RSU awards accrue additional shares through automatic dividend reinvestment. For Mr. Nigro, the amount also includes an award of 40,000 retention stock units granted on January 29, 2018, that will vest on January 29, 2022. For Mr. Butler, the amount also includes a promotion-related restricted stock unit award for 28,468 shares granted on December 2, 2019, that will vest on December 2, 2024. All shares are valued at $45.59, the closing price on December 31, 2019.
(3)	The amount shown includes the target performance share awards granted on January 29, 2018 for the performance period ending December 31, 2020, and the target performance share awards granted on February 4, 2019, for the performance period ending December 31, 2021. The value of these awards has been increased to reflect the highest level of performance achievable for the period, or 200%. All shares are valued at $45.59, the closing price on December 31, 2019.

58     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

Option Exercises and Stock Vested

	Option Awards			Stock Awards (Note 1)
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Crane	—	$	—	532,340	$	25,200,966
Nigro	3,800		13,280	106,743		5,053,198
Cornew	39,300		216,525	153,809		7,281,331
Von Hoene Jr.	—		—	146,836		6,951,239
Pramaggiore	—		—	78,202		3,702,065
Butler Jr.	31,000		187,218	43,499		2,059,261

Notes to Option Exercises and Stock Vested Table

(1)

Share amounts are composed of the following tranches of prior awards that vested on February 4, 2019: the performance share awards granted for the performance period of January 1, 2016, through December 31, 2018; the final third of the RSU awards granted in January 2016, the second third of the RSU awards granted in January 2017 and the first third of the RSU awards granted in January 2018. All of these awards were valued at $47.34 upon vesting.

Pension Benefits

Exelon sponsors the Exelon Corporation Retirement Program, a defined benefit pension plan that covers certain management and unionized employees. The Program includes the Service Annuity System (SAS), a traditional pension plan covering eligible management and union employees who commenced employment prior to January 1, 2001, and the Cash Balance Pension Plan (CBPP), an account-based plan covering other eligible members of management and unionized employees hired between January 1, 2001, and February 1, 2018, and certain management employees who previously elected to transfer to the CBPP from the SAS. The Retirement Program is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code (the Code).

For NEOs participating in the SAS, the annuity benefit payable at normal retirement age is equal to the sum of 1.25% 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.

Under 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. Employees who transferred from the SAS to the CBPP also have a frozen transferred SAS benefit and received a “transition” credit based on their age, service and compensation at the time of transfer. When the CBPP was initially established in 2001, it provided an annual benefit credit of 5.75% 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 bond rate for the month of November (subject to 4% minimum). The benefit and investment credit rates were subsequently modified periodically in response to U.S. Treasury Department prospective guidance on cash balance plans. NEOs and similarly-situated management employees participating in the CBPP currently receive an annual benefit credit ranging from 7.5% to 10.5% (depending on length of service) of base salary and annual incentive award, and an annual benefit 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 (subject to a 4% minimum). Benefits are vested 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, and as described above, years of service are not relevant to a determination of accrued benefits under the CBPP.

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Compensation Discussion & Analysis

In 2019, the Company also provided a one-time Transition Benefit Credit to all 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 the employee’s service as of December 31, 2007.

The Code limits to $280,000 the individual 2019 annual compensation that may be taken into account under the tax-qualified retirement plan. As permitted by the Employee Retirement Income Security Act, Exelon sponsors a Supplemental Management Retirement Plan (SMRP). The SMRP allows the payment to a select group of management or highly-compensated individuals out of its general assets of any benefits calculated under provisions of the applicable qualified pension plan which may be above these limits. The SMRP offers a lump sum as an optional form of payment, which includes the value of the marital annuity, death benefits and other early retirement subsidies at a designated interest rate. The interest rate applicable for distributions to participants in the SAS in 2019 is 3.10%. For participants in the CBPP, the lump sum is the value of the non-qualified account balance. The values of the lump sum amounts do not include the value of any pension benefits covered under the qualified pension plans, and the methods and assumptions used to determine the non-qualified lump sum amount are different from the assumptions used to generate the present values shown in the tables of benefits to be received upon retirement, termination due to death or disability, involuntary separation not related to a change in control, or upon a qualifying termination following a change in control which appear later in this proxy statement.

Under the terms of the SMRP, participants are provided the amount of benefits they would have received under the SAS or CBPP, as applicable, but for the application of the Code limits. In addition, certain executives previously received grants of additional credited service under the SMRP. In particular, in 1998, Mr. Crane received an additional 10 years of credited service through September 28, 2008, the date of his tenth anniversary, as part of his employment offer that provided one additional year of service credit for each year of employment to a maximum of 10 additional years.

As of January 1, 2004, Exelon does not grant additional years of credited service to executives under the SMRP for any period in which services are not actually performed, except that up to two years of service credits may be provided upon a qualifying termination of employment under severance or change in control agreements first entered into after such date, and performance-based grants or grants which make up for lost pension benefits from another employer may be (but have not been) provided. Service credits previously available under employment, change in control or severance agreements or arrangements (or any successor arrangements) are not affected by this policy.

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. The assumptions used in estimating the present values for SAS participants include the following: pension benefits are assumed to begin at each participant’s earliest unreduced retirement age; the SMRP lump sum amounts are determined using the rate of 5% for SAS participants at the assumed retirement age; the lump sum amounts are discounted from the assumed retirement date at the applicable discount rates of 4.31% as of December 31, 2018, and 3.34% as of December 31, 2019; and the applicable mortality tables. The applicable mortality table is the RP 2000-based table projected generationally using Exelon’s best estimate of long-term mortality improvements. The December 31, 2019 mortality table is consistent with the mortality used in the Exelon December 31, 2019 pension disclosure.

Name	Plan Name(1)	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Crane	SAS	21.26	$	1,507,078	$	—
	SMRP(2)	31.26		18,765,197		—
Nigro	CBPP	23.42		443,790		—
	SMRP	23.42		1,019,885		—
Cornew	CBPP	25.59		899,760		—
	SMRP	25.59		2,057,103		—
Von Hoene Jr.	CBPP	17.93		506,507		—
	SMRP	17.93		1,691,757		—
Pramaggiore	CBPP	21.72		789,333		—
	SMRP	21.72		943,473		47,789
Butler Jr.	CBPP	11.91		280,820		—
	SMRP	11.91		525,511		—

60     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

(1)

Plan names include: Service Annuity System (SAS); Supplemental Management Retirement Plan (SMRP); and Cash Balance Pension Plan (CBPP).

(2)

Based on discount rates prescribed by the SEC proxy disclosure guidelines, Mr. Crane’s non-qualified SMRP present value is $18,765,197. Based on lump sum plan rates for immediate distributions under the non-qualified plan, the comparable lump sum amount applicable for service through December 31, 2019 is $25,094,079. 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 offers deferred compensation plans to permit the deferral of certain cash compensation to facilitate tax and retirement planning and the attainment of stock ownership requirements for executives and key managers. Exelon maintains non-qualified deferred compensation plans that are open to certain highly-compensated employees, including the NEOs.

The Exelon Corporation Deferred Compensation Plan is a non-qualified plan that permits eligible executives and key managers to defer receipt of base compensation and the Company to credit related matching contributions that would have been contributed to the Exelon Corporation Employee Savings Plan (the Company’s tax-qualified 401(k) plan) but for the applicable limits under the Code. The Deferred Compensation Plan permits participants to defer taxation of a portion of their income and benefit the Company by deferring the payment of a portion of its compensation expense, thus preserving cash.

The Employee Savings Plan is intended to be tax-qualified under Sections 401(a) and 401(k) of the Code. Exelon maintains the Employee Savings Plan to attract and retain qualified employees, including the NEOs, and to encourage employees to save for retirement. The Employee Savings Plan permits employees to do so and allows the Company to make matching contributions in a relatively tax-efficient manner. The Company maintains the excess matching feature of the Deferred Compensation Plan to enable key management employees to save for retirement to the extent they otherwise would have were it not for the limits established by the IRS.

Once officers who participate in the Employee Savings Plan reach their statutory contribution limit during the year, their elected payroll contributions and Company 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 the Company.

Name	Executive Contributions in 2019 ($) (Note 1)		Registrant Contributions in 2019 ($) (Note 2)		Aggregate Earnings in 2019 ($) (Note 3)		Aggregate Withdrawals/ Distributions ($) (Note 4)	Aggregate Balance at 12/31/19 ($) (Note 4)
Crane	$	107,750	$	32,325	$	332,321	—	$	2,230,198
Nigro		24,671		14,803		51,413	—		155,691
Cornew		30,944		18,567		147,750	—		691,488
Von Hoene Jr.		43,469		18,630		150,572	—		861,805
Pramaggiore		25,577		15,346		51,431	—		173,379
Butler Jr.		19,000		8,219		85,124	—		451,458

(1)	The full amount shown for executive contributions is included in the base salary figures for each NEO shown above in the Summary Compensation Table.
(2)	The full amount shown under registrant contributions is included in the Company contributions to savings plans for each NEO shown above in the All Other Compensation Table.
(3)	The amount shown under aggregate earnings reflects the NEO’s 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.
(4)	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 Note 1 or as Company contributions under all other compensation as described in Note 2 for the current fiscal year ending December 31, 2019. For Mr. Crane, all executive and registrant contributions included in the aggregate balance have previously been disclosed in Summary Compensation Tables.

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Compensation Discussion & Analysis

Potential Payments upon Termination or Change in Control

Change in Control Employment Agreements and Severance Plan Covering NEOs

Background

The Compensation Committee reviews Exelon’s change in control and severance benefits policies to ensure that they are reasonable and consistent with competitive practice. In reviewing the policies, the Compensation Committee considers the advice of its compensation consultant. The severance benefits available to the CEO and other NEOs currently include multiples of two times base salary and target annual incentive for an ordinary qualifying separation and 2.99 times base salary and target annual incentive for a qualifying separation in connection with a change in control of Exelon. No NEO is currently entitled to an excise tax gross-up payment upon any termination of employment from Exelon.

NEOs currently have entered into individual change in control employment agreements, which generally protect such executives’ position and compensation levels for two years after a change in control of Exelon. The agreements are initially effective for a period of two years and provide for a one-year extension each year thereafter until cancellation or termination of employment.

Quantification of Payments upon a Change in Control

During the 24-month period following a change in control, or, during the 18-month period following a “significant corporate transaction”, meaning one that affects an executive’s business unit in which Exelon shareholders retain between 60% and 66% control, if a NEO resigns for good reason or if an executive’s employment is terminated by Exelon other than for cause or disability, the executive is entitled to the following:

● the executive’s annual incentive and performance share awards for the year in which termination occurs;

● severance payments equal to 2.99 times the sum of (1) the executive’s base salary plus (2) the higher of the executive’s target annual incentive for the year of termination or the executive’s average annual incentive award payments for the two years preceding the termination, but not more than the annual incentive for the year of termination based on actual performance before the application of negative discretion;

● a benefit equal to the amount payable under the SMRP determined as if (1) the SMRP benefit were fully vested, (2) the executive had 2.99 additional years of age and years of service (2.0 years for executives who first entered into such agreements after 2003 or do not have such agreements) and (3) the severance pay constituted covered compensation for purposes of the SMRP;

● a benefit equal to the actuarial equivalent present value of any non-vested accrued benefit under Exelon’s qualified defined benefit retirement plan;

● all previously-awarded stock options, performance shares, RSUs, or restricted shares become fully vested, and the stock options remain exercisable until the earlier of the fifth anniversary of the executive’s termination date or the option’s expiration date;

● 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 the executive has attained at least age 50 and completed at least 10 years of service (or any lesser eligibility requirement then in effect for regular employees); and

● outplacement and financial planning services for at least 12 months.

Change in control benefits are also provided if an executive is terminated other than for cause or disability, or terminates for good reason (1) after a tender offer or proxy contest commences, or after Exelon enters into an agreement which, if consummated, would cause a change in control, and within one year after such termination a change in control does occur, or (2) within two years after a sale or spin-off of the executive’s business unit in contemplation of a change in control that actually occurs within 60 days after such sale or spin-off (a disaggregation).

A change in control under the individual change in control employment agreements generally occurs:

● when any person acquires 20% of Exelon’s voting securities;

● when 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;

62     Exelon 2020 Proxy Statement

Compensation Discussion & Analysis

● upon 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

● upon shareholder approval of a plan of complete liquidation or dissolution.

“Good reason” under the individual change in control employment agreements generally includes any of the following occurring within two years after a change in control or disaggregation or within 18 months after a significant corporate transaction:

● a material reduction in salary, incentive compensation opportunity or aggregate benefits, unless such reduction is part of a policy, program or arrangement applicable to peer executives;

● failure of a successor to assume the agreement;

● a material breach of the agreement by Exelon; or

● any of the following, but only after a change in control or disaggregation: (1) a material adverse reduction in the executive’s position, duties or responsibilities (other than a change in the position or level of officer to whom the executive reports or a change that is part of a policy, program or arrangement applicable to peer executives) or (2) a required relocation by more than 50 miles.

“Cause” under the change in control employment agreements generally includes any of the following:

● refusal to perform or habitual neglect in the performance of duties or responsibilities or of specific directives of the officer to whom the executive reports which are not materially inconsistent with the scope and nature of the executive’s duties and responsibilities;

● willful or reckless commission of acts or omissions which have resulted in or are likely to result in a material loss or material damage to the reputation of Exelon or any of its affiliates, or that compromise the safety of any employee;

● commission of a felony or any crime involving dishonesty or moral turpitude;

● material violation of the code of business conduct, or of any statutory or common-law duty of loyalty; or

● any breach of the executive’s restrictive covenants.

If the amount payable to a NEO under a change in control agreement, inclusive of other parachute payments, would cause an excise tax to be imposed under Section 4999 of the Code, the payments to such executive shall be reduced to the maximum amount below which no such tax is imposed or, if the payment without such reduction would leave the executive with a greater amount after payment of such excise taxes, then no such reduction shall be applied.

If a NEO resigns for good reason or is terminated by Exelon other than for cause or disability, in each case under circumstances not involving a change in control or similar provision described above, the NEO may be eligible for the following non-change in control benefits under the Exelon Corporation Senior Management Severance Plan:

● previously awarded performance share awards and regular-cycle RSUs and restricted shares vest, and prorated payment of the executive’s annual incentive and performance share awards for the year in which termination occurs;

● for a 24-month severance period, continued payment of an amount representing base salary and target annual incentive;

● a benefit equal to the amount payable under the SMRP determined as if the severance payments were paid as ordinary base salary and annual incentive;

● during the severance period, continuation of health, basic life and other welfare benefits the executive was receiving immediately prior to the severance period on the same terms and conditions applicable to active employees, followed by retiree health coverage if the executive has attained at least age 50 and completed at least 10 years of service (or any lesser eligibility requirement then in effect for non-executive employees); and

● outplacement and financial planning services for twelve months.

Payments under the Senior Management Severance Plan 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.

“Good reason” under the Senior Management Severance Plan means either of the following:

● a material reduction of the executive’s salary (or, with respect to a change in control, incentive compensation opportunity or aggregate benefits) unless such reduction is part of a policy, program or arrangement applicable to peer executives of Exelon or of the business unit that employs the executive; or

www.exeloncorp.com     63

Compensation Discussion & Analysis

● a material adverse reduction in the executive’s position or duties (other than a change in the position or level of officer to whom the executive reports) that is not applicable to peer executives of Exelon or of the executive’s business unit, but excluding under the non-change in control provisions of the plan any change (1) resulting from a reorganization or realignment of all or a significant portion of the business, operations or senior management of Exelon or of the executive’s business unit or (2) that generally places the executive in substantially the same level of responsibility.

“Cause” under the Senior Management Severance Plan generally has the same meaning as the definition of such term under the individual change in control employment agreements.

Benefits under the change in control agreements and the Senior Management Severance Plan are subject to termination upon an executive’s violation of his or her restrictive covenants, and incentive payments under the agreements and the plan may be subject to the recoupment policy adopted by the Board of Directors.

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 assuming they retired as of December 31, 2019. 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 ($) (Note 1)		Value of Unvested Equity Awards ($) (Note 2)		Total Value of All Payments and Benefits ($) (Note 3)
Crane	$	2,104,000	$	31,962,000	$	34,066,000
Nigro		847,000		7,144,000		7,991,000
Cornew		1,042,000		—		1,042,000
Von Hoene Jr.		1,045,000		8,991,000		10,036,000
Pramaggiore (Note 4)		668,000		6,845,000		7,513,000
Butler Jr.		707,000		—		707,000

Notes to Benefits to be Received Upon Retirement Table

(1)	Under the terms of the 2019 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 2019 annual incentive payout after Company/business unit performance was determined.
(2)	Includes the value of the executives’ unvested performance share awards granted in 2017, 2018, and 2019 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, 2019 of $45.59.
(3)	The estimate of total payments and benefits is based on a December 31, 201