Exelon Corporation · NASDAQ:EXC
Exelon — Proxy Contest (April 2017)
16 slides from Exelon's proxy contest presentation, Apr 10, 2017
Slide 1: Exelon Corporation Shareholder Outreach Spring 2017
Exelon Corporation Shareholder Outreach Spring 2017
Slide 2: Cautionary Statements Regarding Forward-Looking Information
Cautionary Statements Regarding Forward-Looking Information This presentation 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 mat
Slide 3: 2016 Adjusted (non-GAAP) Operating Earnings
2016 Adjusted (non-GAAP) Operating Earnings Exelon reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP). Exelon supplements the reporting of financial information determined in accordance with GAAP with certain non-GAAP financial measu
Slide 4: Performance Update
Performance Update (1) Commitment to grow dividend at least 2.5% for each of the next 3 years Earnings and Dividends per Share (1) Beat adjusted (non-GAAP) operating EPS target by 14 cents Adjusted (non-GAAP) EPS growth in 2016 ($2.68) vs 2015 ($2.49) was 8% EXC 2016 TSR of 32.8% outperformed the UT
Slide 5: Comprehensive Engagement Process
Comprehensive Engagement Process Implemented changes to 2016 program, included investor feedback received during 2016 proxy season and June investor outreach Preliminary Off-Season Investor Outreach Compensation Committee Meeting Additional Investor Outreach Engaged with 30% of outstanding shares to
Slide 6: Responsive to Shareholder Feedback on Executive Compensation
Responsive to Shareholder Feedback on Executive Compensation Shareholder Feedback Our Response Annual Incentive Program (AIP): Changes Implemented Retroactively to Awards Granted for 2016 2015 payout was above target when TSR lagged peers Future payouts capped at target if negative absolute TSR for
Slide 7: Executive Compensation Overview
Executive Compensation Overview Pay Element Form Performance Period Performance Link Purpose Salary Cash N/A N/A Provide income certainty at competitive levels to attract and retain key talent Annual Incentive Plan Cash 1 Year Adjusted Operating EPS (70%) Operational Goals (30%) Outage Duration, Out
Slide 8: Compensation Program is Directly Linked to Strategy
Compensation Program is Directly Linked to Strategy Strategic Business Objective Compensation Component or Metric Regulated utility growth with utility EPS rising 7-9% and rate base growth of 6.1% annually from 2016-2020 Adjusted Operating EPS Performance measure for the AIP Utility Net Income New m
Slide 9: Goals Are Rigorous and Transparent
Goals Are Rigorous and Transparent The goal-setting process is competitive and well-defined The committee annually reviews components, targets and payouts to ensure that they are challenging, contain appropriate stretch and are designed to mitigate excessive risk The committee utilizes both short- a
Slide 10: CEO Compensation Aligns with Stock Price Performance
CEO Compensation Aligns with Stock Price Performance Rigorous goals and targets lead to strong pay-for-performance alignment +29.57% 1/1/2014 12/31/2016 2014 2016 +1.6% CEO Pay (SCT; millions) Compensation Committee Exercised Negative Discretion in 2016 Investors expressed concern about 2015 CEO AIP
Slide 11: Director Expertise and Board Attributes
Director Expertise and Board Attributes Financial, accounting and financial reporting experience 13 Senior management leadership / CEO experience 13 Knowledge of Exelon’s business / industry experience 10 Innovation and technology experience 6 Government and regulatory experience 7 Risk oversight /
Slide 12: Strong Governance Profile and Practices
Strong Governance Profile and Practices Compensation Governance Significant stock ownership requirements for directors and executive officers Double-trigger change-in-control agreements Prohibit hedging transactions, short sales, derivative transactions or pledging Robust clawback policy No employme
Slide 13: Appendix
Appendix 12 = Exelon.
Slide 14: Exelon: An Industry Leader
Exelon: An Industry Leader Note: All numbers reflect year-end 2016; revenue accounts for PHI as of the merger effective date of March 24, 2016 through December 31, 2016.
Slide 15: Business Overview: Constellation, Exelon Utilities, Exelon Generation
Constellation Customer facing portion of generation business Provides energy products and services to approximately 2 million residential, public sector and business customers, including more than two-thirds of the Fortune 100 Business Overview Exelon Utilities Total Generation Output (TWh) (1) Exel
Slide 16: The Exelon Value Proposition
The Exelon Value Proposition Regulated Utility Growth with utility EPS rising 6-8% annually from 2017-2020 and rate base growth of 6.5%, representing an expanding majority of earnings ExGen’s strong free cash generation will support utility growth while also reducing debt by ~$3B over the next 4 yea