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. )

CONSTELLATION ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Letter From the Board of Directors to Shareholders

March 21, 2024

Dear Fellow Shareholders:

When Constellation launched two years ago, we were driven by a belief that our unique ability to reliably deliver carbon-free power in every hour of every day was the most undervalued product and service in the world.

That world has changed. Today, state and federal policies are starting to recognize the unique value our company provides, giving us the opportunity to extend the life of our nuclear clean energy centers and grow our fleet to increase our clean energy output. That recognition is also shared by the company’s customers, who come to us for help navigating increasingly volatile energy markets and seeking solutions to meeting their own ambitious climate goals. And significantly, nuclear energy now has historically high support from the public at large and is being recognized more widely for its role in addressing the climate crisis and maintaining the reliable, 24/7 energy we all depend on in our daily lives. Constellation is in a rare space, where our nation’s need for clean and reliable energy is fully aligned with the nuclear and other assets we own and our strategy to maximize their value.

Since 2022, the company has delivered a total shareholder return of 139.8% and increased the strength of our investment-grade balance sheet. In December, we authorized management to increase the company’s share repurchase plan by an additional $1 billion – bringing the total repurchase plan to $2 billion. We have grown our dividend 150% in the first two years as a stand-alone company and are confident in the company’s forecast of 10% annual base earnings per share growth through this decade. Looking ahead, we see continued opportunities to power our nation’s growing digital infrastructure with clean energy, support the decarbonization of sectors across our economy and continue expanding our carbon-free energy output.

Advancing a Reliable, Carbon-Free Energy Future and Serving Customers Across the U.S.

In 2023, Constellation made significant progress on our growth strategy as we continued to expand our fleet of the nation’s best-run nuclear plants through the acquisition of a partial ownership stake in the South Texas Project Electric Generation Station (STP), one of the newest and largest nuclear plants in the U.S., with an exceptional track record for safety and reliability. STP generates enough carbon-free power for two million average homes in one of the most economically dynamic regions in Texas. The STP acquisition helps advance the company’s ambitious goal of achieving 95% carbon-free energy generation by 2030 and 100% by 2040.

In a year of extreme weather and record temperatures, our generation fleet once again set the standard for our industry. We also maintained strong reliability throughout the year, continuing best-in-class nuclear operations. During summer 2023, the hottest summer on record, our carbon-free nuclear fleet ran nearly 100% of the time to provide reliable power to the equivalent of more than 16 million homes. This success demonstrates the dedication of Constellation’s people, who performed tens of thousands of tasks at our nuclear plants during spring refueling and maintenance outages designed to ensure all reactors would run uninterrupted through the peak summer heat. In addition, we began producing hydrogen at Nine Mile Point Clean Energy Center and achieved an industry record for blending clean hydrogen with natural gas at Hillabee Generating Station.

Our commercial business also performed at an extraordinary level in 2023 serving customers in 48 states and optimizing our nuclear fleet in the wholesale markets. Through this industry leading business at Constellation, we also support our customers in reaching their climate and decarbonization goals. Last year, through collaboration with Microsoft, we announced our investment in technology to help U.S. businesses match their energy use with carbon-free resources in every hour of every day, thereby helping companies transition to 100% clean electricity around the clock. Microsoft became a customer for this product at a Virginia data center and we also entered a historic agreement with ComEd, one of the nation’s largest utilities, to power all of its 54 facilities with hourly-matched carbon-free energy.

We believe building a sustainable energy future also means supporting the communities we serve through economic and workforce development, charitable giving and volunteerism. In 2023, Constellation hired more than 1,500 people and was certified as a “Great Place to Work.” We launched a $1.25 million Powering Change initiative, dedicated to breaking down employment barriers for people in underserved and underrepresented communities. We doubled the size of our charitable foundation, and our people volunteered more than 102,000 hours of service in our communities and, together with the company and the foundation, contributed more than $18 million to 4,400 charities.

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Letter From the Board of Directors to Shareholders

Strengthening our Board Composition and Ensuring Strong Governance Practices

The Board remains committed to effective governance practices to ensure oversight of the most relevant and important issues and opportunities facing Constellation. As a Board, we regularly consider how each of our directors’ backgrounds, experiences and skills enable effective oversight of the company’s growth, business planning, and sustainability issues, including business risks related to cybersecurity, safety and climate change. We remain confident in our current Board composition and continue to actively search for prospective director candidates to ensure a regular process of Board refreshment. In June 2023, we welcomed Dhiaa Jamil to the Board, whose background and experience in nuclear energy is invaluable as we continue to deliver on our clean energy center strategy.

The discussions Constellation held with our shareholders over the past year were an important resource as we review our governance practices and consider both near-term and long-term strategic decisions. Through these meetings, we gained valuable insights into investor perspectives and priorities with discussions that often focused on our climate strategy and sustainability- related initiatives, Board composition and risk oversight, pay-for-performance alignment, and our governance practices, including our commitment to fully de-classify the Board following the 2026 Annual Meeting of Shareholders.

Your Vote is Important to Us

As we approach our 2024 Annual Meeting of Shareholders, we want to stress that your vote is very important to us. We encourage you to carefully read the attached proxy statement, and we ask that you support our voting recommendations.

Thank you for your continued support of Constellation and the Board as stewards of your investment.

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Notice of Annual Meeting of Shareholders

To Shareholders of Constellation:

You are invited to participate in the 2024 Annual Meeting of Shareholders of Constellation. The Annual Meeting will take place in a virtual-only format. Shareholders may begin logging into the meeting on Tuesday, April 30, 2024 at 8:45 a.m. Eastern Time.

Items Of Business:
1.  To elect four Class II directors      nominated by our Board of Directors;   2.  To consider and act on an advisory vote regarding the approval of compensation paid to our named executive officers;	3.  To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024; and   4.  To transact any other business properly brought before the meeting and any adjournment or postponement thereof.

 

Your vote is important, and you are encouraged to vote promptly whether or not you plan to virtually attend the 2024 Annual Meeting of Shareholders. This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of Constellation Energy Corporation (the “Board”) to be used at the Annual Meeting of Shareholders to be held on Tuesday, April 30, 2024 at 9:00 a.m., Eastern Time, and at any adjournment or postponement thereof (the “Annual Meeting”). This proxy statement is first being provided to our shareholders on or about March 21, 2024.
Voting
Online	By Phone	By Mail
Vote online at www.proxyvote.com 24 hours a day. Prior to the Annual Meeting, visit www.proxyvote.com and use the control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials when you access the webpage. You may also scan the QR Barcode on the form you receive to transmit your voting instructions.	Call toll-free 1-800-690-6903 If your shares are held in the name of a broker, bank or other nominees, follow the telephone voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card, voting instruction form or notice of Internet Availability of Proxy Materials.	If you have received a printed version of these proxy materials, complete, date, sign and mail your proxy card in the enclosed postage-paid envelope provided, or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

BY ORDER OF THE BOARD OF DIRECTORS

Arden T. Phillips
Corporate Secretary
March 21, 2024

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Information About the Annual Meeting

Throughout this proxy statement, “Constellation”, the “Company”, “we”, “our”, or “us” are intended to refer to Constellation Energy Corporation and its consolidated subsidiaries, unless specifically indicated otherwise. Constellation does not incorporate into this document the contents of any website or the documents referred to in this proxy statement.

Distribution of Proxy Materials: This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of Constellation to be used at the Annual Meeting of Shareholders to be held on Tuesday, April 30, 2024 at 9:00 a.m., Eastern Time, and at any adjournment or postponement thereof. On or about March 21, 2024, this proxy statement, along with our annual report, are being mailed or made available to shareholders.

Attendance at the Annual Meeting: You are invited to attend the virtual Annual Meeting and we request that you vote on the proposals described in this proxy statement as recommended by the Board of Directors. If you have received a printed copy of these materials by mail, you may complete, sign and return your proxy card, or submit your proxy vote by telephone or over the Internet. If you did not receive a printed copy of these materials by mail and are accessing them via the Internet, you may follow the instructions under the heading, “Questions and Answers About the Annual Meeting” beginning on page 95 of this proxy statement to submit your proxy vote via the Internet or by telephone. Also, other information about voting is provided under “Questions and Answers About the Annual Meeting.”

Every Vote is Important: Make your vote count. Please vote your shares promptly to ensure your representation and the presence of a quorum during the Annual Meeting. Vote your shares now via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form. If you only received a Notice of Internet Availability of Proxy Materials, you may request a paper proxy card to submit your vote by mail, if you prefer. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting online. If you are a beneficial owner of shares, your broker will not be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting, unless you have given your broker specific instructions to do so. We strongly encourage you to vote and greatly appreciate your prompt response.

Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option.

Asking Questions: The virtual meeting platform will provide shareholders with all the comparable rights as an in-person meeting.

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Our Annual Meeting is taking place in a virtual-only format, which provides our shareholders with comparable opportunities to vote and ask questions that they would have at an in-person meeting. For more information, please see, “Questions and Answers About the Annual Meeting” beginning on page 95 of this proxy statement.

What Shareholders will be Voting On

	Items of Business	Board’s Voting Recommendation		Page
1	To elect four Class II directors nominated by our Board of Directors		FOR ALL	23
2	To consider and act on an advisory vote regarding the approval of compensation paid to named executive officers		FOR	54
3	To ratify the appointment of PricewaterhouseCoopers LLP as Constellation’s independent registered public accounting firm for 2024		FOR	90
4	To transact any other business properly brought before the meeting and any adjournment or postponement thereof.			—

We are not aware of any other business to come before the Annual Meeting.

How to Vote in Advance of the Meeting If you are a shareholder on the record date, you may vote in advance of the meeting in any of the following ways:
Online	By Phone	By Mail
Vote online at www.proxyvote.com 24 hours a day. Prior to the Annual Meeting, visit www.proxyvote.com and use the control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials when you access the webpage. You may also scan the QR Barcode on the form you receive to transmit your voting instructions.	Call toll-free 1-800-690-6903 If your shares are held in the name of a broker, bank or other nominees, follow the telephone voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800- 690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.	If you have received a printed version of these proxy materials, complete, date, sign and mail your proxy card in the enclosed, postage-paid envelope provided, or return to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Constellation Energy Corporation 2024 Proxy Statement

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Proxy Summary

Constellation’s Business Strategy

Constellation’s Business Strategy

In a rapidly changing world, demand for clean, reliable power generation is growing. Customers and policymakers are growing increasingly aware that America needs clean and dependable power generation to grow our data-driven economy, protect our national security, and transition to a carbon-free future. With our unmatched clean, reliable generation portfolio, Constellation is uniquely placed to help our country and our customers meet their economic growth and sustainability goals. With revenues of more than $24.9 billion in 2023 and total assets of $50.8 billion, Constellation is both the nation’s largest carbon-free energy producer and a leading competitive energy supplier, producing approximately 10% of the nation’s carbon-free energy and helping America transition to a clean, sustainable future.

We aim to serve as a strategic partner to businesses and the federal, state and local governments that are setting ambitious carbon-reduction goals and driving economic growth by powering the data economy and new digital infrastructure. We are a leading advocate at the federal and state levels for policies that will reduce greenhouse gas (GHG) emissions and preserve and grow reliable, clean energy.¹ The principles of our sustainable business strategy demonstrate our commitment to a carbon-free future while maintaining a strong balance sheet. Our strategy builds on these principles:

Power America’s Clean Energy Future. We will operate and grow the nation’s largest fleet of carbon-free, zero-emissions generation facilities, with world-class levels of safety, reliability and resiliency.

Expand America’s Largest Fleet of Clean Energy Centers. We will leverage and expand our state-of-the-art clean energy assets by co-locating with data centers, exploring direct air capture of CO₂, and, if supported by policy, producing clean hydrogen and other sustainable fuels to reduce industrial pollution.

Provide Energy and Sustainability Solutions for Customers. We will provide reliable, resilient energy and deliver innovative sustainability solutions that help customers achieve their carbon-free energy goals.

Uplift and Strengthen our Communities. We will advance respect, belonging, diversity and equity, and drive community investment and create family-sustaining clean energy jobs for all.

Our nearly 90% carbon-free generation fleet consists of nuclear, wind, solar, hydroelectric and lower-carbon natural gas assets. Our fleet has a total generation capacity of 33,094 megawatts (MW). Through our integrated business operations, we sell electricity, natural gas and other energy-related products and sustainable solutions to various types of customers, including distribution utilities, municipalities, cooperatives, and commercial, industrial, governmental, and residential customers in competitive markets across multiple geographic regions.

In the coming years, our country will need even more reliable, clean megawatts—the most important energy commodity in our economy. Constellation is uniquely positioned to offer them to customers whether through on-site applications like digital infrastructure projects and hydrogen (with the right policy support) or off-site solutions like CORe or hourly matched carbon free energy.

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Proxy Summary

2023 Operational Highlights and Accomplishments

2023 Operational Highlights and Accomplishments

In 2023, we continued to build upon prior year achievements that support long-term value creation with outstanding total shareholder return and strong financial and operational performance. For example, we accomplished the following in 2023:

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Proxy Summary

Our Board and Director Nominees

Our Board and Director Nominees

The Board of Directors is composed of a mix of highly experienced individuals who oversee Constellation’s strategy and business performance. The Board is currently classified and consists of three tiers of directors. In accordance with our bylaws, the Board will be fully de-classified following the 2026 Annual Meeting of Shareholders. The Corporate Governance Committee has recommended, and the Board has nominated, Bradley Halverson, Charles Harrington, Dhiaa Jamil and Nneka Rimmer for re-election as Class II directors. Upon election, each of the Class II directors will serve a two-year term or until his or her successor is elected and qualified, or his or her earlier death, resignation, or removal. All of the nominees are presently members of the Board. The Board is recommending that all four nominees be elected by shareholders.

The following table provides summary information about each of the nominees for election at the 2024 Annual Meeting as well as the seven directors that are not currently standing for re-election.

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Proxy Summary

Compensation Program Structure

Compensation Program Structure

A significant portion of compensation for the CEO (and other named executive officers (NEOs) listed in the compensation tables of this proxy statement) is tied to the achievement of short-term and long-term financial and operational goals. The components of compensation paid to our CEO (and the other NEOs), except for base salary, are “at-risk”. The table below illustrates components for total direct compensation.

Chief Executive Officer Compensation

The Compensation Committee reviews and recommends, and the Board of Directors considers and approves, the compensation of our CEO annually, based on a comprehensive evaluation of his individual performance and our company’s performance relative to our peers and the market. The Compensation Committee considers both quantitative and qualitative factors, such as financial results, strategic initiatives, leadership development, succession planning, stakeholder engagement, corporate responsibility, and risk management. The committee also benchmarks the CEO’s compensation against independent peer group data provided by an external consultant, to ensure that the compensation is competitive, reasonable, and aligned with shareholder interests.

Given the effectiveness of the CEO’s leadership in driving strong financial results, superior shareholder returns, strategic growth, and operational success, the committee recommended that the CEO’s compensation for fiscal year 2023 should be competitive with market median of the peer group which is reflected in the 2023 pay decisions above.

CEO Incentive Pay Strongly Aligned to Stock Performance Relative to Peer Group Average and S&P 500

One of the key objectives of our executive compensation program is to align the interests of our executives with those of our shareholders. We believe that our compensation program reflects this objective by linking a significant portion of our executives’ pay to the achievement of financial and strategic goals that drive shareholder value creation. As a result, our executives’ compensation varies with our performance and the market value of our common stock.

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Proxy Summary

Key Executive Compensation Practices

Since our separation from our former parent company, Exelon Corporation, in February 2022, we have delivered strong financial results and superior shareholder returns. Our total shareholder return (TSR) since separation was 139.8% as of December 31, 2023, compared to 8.3% for the S&P 500 Index and an average of 14.4% for our peer group. Our one-year TSR was 37.2%, compared to 26.3% for the S&P 500 Index and an average of 12.5% for our peer group. These results reflect the successful execution of our strategy and operational excellence.

Key Executive Compensation Practices

Our executive compensation policies and programs are built upon a strong foundation of corporate governance and compensation best practices. Below is a high-level overview of certain elements of our executive compensation program.

What We Do:		What We Don’t Do:
•  Align pay for performance •  Maintain significant stock ownership requirements for directors and executive officers •  Cap incentive awards and conduct an annual risk assessment of the compensation programs •  Subject change-in-control benefits to double trigger vesting •  Retain an independent compensation consultant that advises the Compensation Committee •  Provide limited perquisites based on sound business rationale •  Subject incentive compensation awards to clawback provisions •  Review of pay equity by an independent third party •  Engage in comprehensive shareholder outreach •  Prohibit hedging, short sales, derivative transactions or pledging of company stock •  Assess our programs against peer companies and best practices •  Set appropriate levels of “stretch” in incentive targets		•  No guaranteed minimum payout of AIP or LTIP programs •  No employment agreements •  No excise tax gross-ups for change-in-control agreements •  The value of LTIP awards is not included in pension or severance calculations •  No option repricing or buyouts without stockholder approval

We are committed to a carbon-free future while maintaining a strong balance sheet, advancing our environmental, social and governance (ESG) initiatives and investing in carbon-free energy solutions. Our ESG principles are core to our purpose and business strategy of supporting the transition to a carbon-free future. Our principles consist of these critical focus areas:

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Proxy Summary

Sustainability

Sustainability

We provide carbon-free energy and services to help meet national climate goals and decarbonize the electric grid. Our values drive our people to function as a team and work towards our common purpose: accelerating the transition to a carbon-free future. This purpose drives us to maintain our position as an industry leader in the production of 24/7 reliable and affordable carbon-free energy and encourages us to innovate and expand upon the carbon-free energy solutions we currently provide to businesses and communities across the United States.

Please see the “About Us—Sustainability” section later in this proxy statement for more information regarding our sustainability efforts and strategy.

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Proxy Summary

Corporate Governance

Corporate Governance

Constellation is committed to maintaining the highest standards of corporate governance that promote the long-term interests of shareholders, strengthens Board and management accountability, and helps build public trust. Strong corporate governance is a fundamental aspect of our long-term sustainable business operations.

The Board provides oversight on the development and execution of our strategy, business operations and performance, enterprise risks, executive compensation, sustainability and environmental stewardship, and governance practices.

Our Board is comprised of eleven directors. All members, excluding Constellation’s President and CEO, are independent under criteria established by The Nasdaq Stock Market LLC (Nasdaq). Board membership is reviewed on an annual basis to ensure our Board members have a diverse set of characteristics, skills and experience necessary to maximize the success of our business and effectively represent shareholder interests. We also consider a diversity of backgrounds and perspectives, including with respect to age, gender, and specialized experience. Currently, 27% of Board members are women and 45% are ethnically and/or racially diverse.

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Proxy Summary

Shareholder Engagement

Shareholder Engagement

We believe that engaging with our investors provides valuable insights for the Board and its committees into investor perspectives and priorities. In October 2023, Constellation contacted holders of over 60% of our outstanding shares with offers to engage. This outreach was in addition to regular communication between our investor relations team and shareholders (e.g., quarterly earnings calls, analyst meetings, and investor and industry conferences). Shareholders who accepted invitations to engage represented approximately 32% of our outstanding shares. The Constellation engagement team was comprised of members from our Office of Corporate Governance, Investor Relations, Sustainability, Compensation, and Human Resources departments. The engagement team met with shareholders to discuss a wide variety of issues, including business operations and strategy, sustainability and climate matters, executive compensation, human capital, and board composition and effectiveness. Engaging openly with our shareholders on these and other topics drives increased accountability, improves decision making, and ultimately creates long-term value. The feedback received from shareholders and other stakeholders was shared with each Board committee and the Board, as appropriate. Our shareholder engagement process is described below.

Responsiveness to Shareholder Feedback

Our Audit & Risk, Corporate Governance, Compensation and Nuclear Oversight committees will consider the adoption or recommend Board approval of suggested enhancements to policies, practices, or disclosures to meet investor concerns or expectations, if such action is deemed to be in the best interests of the company and its shareholders.

Shareholder feedback from the 2023 engagement cycle indicated that there were no desired material changes to our environmental, social and governance policies and practices at this time. During our engagement meetings, we received generally supportive comments regarding our compensation structure, sustainability goals, and governance structure. However, as shown below, we received feedback on how to further enhance our disclosures and compensation practices, which we promptly acted on. We are committed to conducting future engagement to continue to learn more about the evolving priorities and issues that matter most to our shareholders.

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Table of Contents

Table of Contents

Table of Contents

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Cautionary Statements Regarding Forward-Looking Information

Cautionary Statements Regarding Forward-Looking Information

Cautionary Statements Regarding Forward-Looking Information

This proxy statement contains information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “will,” “may” and similar expressions or by using future dates in connection with any discussion of, among other things, the construction or operation of new or existing facilities, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, anticipated cost savings, potential capital and operational cash improvements, changes in global supply and demand conditions and prices for our products, statements regarding our future strategies, products and innovations, statements regarding our greenhouse gas emissions intensity reduction goals, and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Risks and uncertainties include, but are not limited to the risks and uncertainties described in (a) Part I, ITEM 1A. Risk Factors, and (b) Part II, ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this proxy statement. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. We do not undertake any obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this proxy statement.

Throughout this proxy statement, we refer to certain non-GAAP measures, including EBITDA, adjusted EBITDA and free cash flow. See the reconciliation to the corresponding GAAP measure set forth in Appendix A of this proxy statement.

References throughout the proxy statement to “GHG emissions” refer to Scope 1 and Scope 2 emissions.

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About Us

About Us

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About Us

ESG Overview

ESG Overview

Our ESG principles are central to our business strategy and value proposition. Our values and ESG principles guide us in our central purpose. We are focused on driving action in these critical focus areas:

Board Oversight of ESG

We embed ESG throughout our business activities and strategy. The Board oversees ESG issues, including, but not limited to, evaluating business risks related to climate change, reviewing investment and divestment opportunities related to climate risks, holding ongoing discussions around diversity and corporate culture, and reviewing political contributions. The Board has four standing committees with dedicated responsibilities outlined in each, which are reviewed annually. The Board has delegated to each committee specific aspects of our ESG oversight.

We also have specific executive leaders responsible for advancing our ESG principles. For instance, the Constellation Sustainability Council, led by the Vice President of Sustainability and Climate Strategy, is comprised of executive representatives from key functions within the company. The Council meets four times per year to review sustainability policies and initiatives, ensure strategic alignment, discuss emerging ESG trends, and make informed suggestions to senior executive leadership.

Sustainability

Sustainability is at our core and our values provide a common foundation for our work as a premier sustainability company and proven leader in producing and supplying reliable, clean, carbon-free energy.

Our sustainable business strategy is built on four key strategic principles: powering America’s reliable, carbon-free energy future, expanding America’s largest fleet of clean energy centers, uplifting and strengthening our communities, and providing energy and sustainability solutions for customers.

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About Us

Sustainability

Constellation Energy Corporation 2024 Proxy Statement

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About Us

Sustainability

Our Nuclear Fleet

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About Us

Sustainability

We are working to efficiently capture growth opportunities within our existing fleet through wind repowering projects. In 2023, we commenced a $350 million effort to increase the output and lifespan of our renewable energy portfolio, beginning at our Criterion wind project in Maryland where we are repowering 28 turbines with new, state-of-the-art components that will allow us to increase clean energy production by 79,000 MWh per year and run the project for an additional 20 years.

Innovation

Our culture embraces innovation to achieve a clean energy future. We focus on three key trends or categories of technological transformation: Decarbonization, Digitalization and Diversification. We collaborate with customers, suppliers, universities, governments, national labs and startups to support innovations that will accelerate the energy transition. This includes seeking federal and state government grants to demonstrate and deploy clean energy technologies. We also invest in and commercialize technological advancements essential to achieve a clean, carbon-free energy future. Our commitment to innovation, investments in applied technology projects, policy engagement and advocacy work help us to live our values as a climate champion.

Clean Energy Centers

Our nuclear generation facilities are clean energy centers that we are leveraging to explore co-location of customer load, utilization of direct air capture of carbon dioxide, and production of clean hydrogen and other sustainable fuels to reduce industrial emissions. Each of our nuclear stations has positive benefits beyond its current use as a baseload carbon-free energy source and provider of electricity to the electric grid. These clean energy centers can satisfy the growing demand for clean and flexible energy while producing clean hydrogen. Additionally, other end users may locate their facilities adjacent to our nuclear plants—or behind the meter—so they can take direct advantage of our clean, 24/7 carbon-free electricity. Due in part to the increasing demand for digital infrastructure projects to fuel new technologies like artificial intelligence, major tech companies are expected to make significant investments in large data centers over the next five years, which would lead to increased demand for clean, reliable sources of electricity that will run 24/7. Accordingly, the co-location of data centers with our clean energy centers may provide opportunities for additional value creation in the future. As the nucleus of the clean energy centers, our nuclear plants will serve as a highly valued and essential climate solution well past mid- century—the target date for achieving a zero-carbon economy.

Further Information

For additional information regarding our sustainability strategy and program as well as a copy of our 2023 sustainability report, please visit the company’s website at www.constellationenergy.com.

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About Us

Diversity, Equity & Inclusion (DEI)

Diversity, Equity & Inclusion (DEI)

Constellation operates in a world rich in diversity including, among other things, race, ethnicity, religious belief and practice, gender identification, sexual orientation, disability, life experience, age, socioeconomic status, experience and thought. Constellation engages in equal opportunity in the workforce and does not discriminate in its employment decisions. We recognize that engaging and supporting a diverse and inclusive workforce at all levels of the company is key to fostering innovation, growing an engaged culture, and delivering strong performance.

Our employees are our greatest asset and form the foundation of our success. We cultivate a workplace culture where all individuals can grow and develop to contribute to their full potential. We strive to recruit, develop and support an innovative, diverse team of employees that uplifts and strengthens our communities.

Board Oversight of DEI

The Board of Directors is focused on building and maintaining a corporate culture that values and prioritizes diversity, equity, and inclusion and equal opportunity for all. The Board receives regular updates from senior management regarding the progress the company has made in achieving its overall DEI goals and objectives.

Key Elements of Our DEI Mission
	Integrating diversity, equity and inclusion as a business imperative and core value		Providing a workspace where we respect one another, that creates a sense of belonging, and in which each employee can grow and contribute at their greatest potential
	Attracting, retaining and advancing employees who will best understand and serve our vision, values, customers, partners, and communities		Creating and fostering an inclusive purchasing environment while building an ecosystem of sustainable relationships; expanding opportunities; and cultivating the growth of diverse businesses, including small businesses, which add value to Constellation and our communities.

Our DEI Strategic Priorities
	Strategic Talent Sourcing	To be intentional in our sourcing efforts to attract qualified talent including from diverse populations via relationships, technology, and inclusive practices. We will strive to increase the diversity of our candidate pool through new and unique sources, including our workforce development effort.
	Workforce Development	To focus on elevating career awareness, fostering equal access and advancing skills of workers from communities that have historically been underrepresented in the energy industry and to invest over $1 million in community partners that are investing in underserved community members to create family sustaining careers. Amplify scholarship, university, community college and technical college partnerships with a focus on improving diversity within STEM majors.
	Business/Supplier Diversity	To drive value through creating an inclusive supply chain that enables, equips, and empowers diverse businesses, including small businesses, to thrive in our marketplace. To be recognized for empowering a supplier ecosystem that fosters economic inclusion, and drives top and bottom-line growth through innovation, competition, and supply chain stability.
	Equity and Belonging	To eliminate barriers to participation and create opportunities for all employees by establishing a culture of inclusion and belonging by leveraging the efforts of the Diversity, Equity and Inclusion Center of Excellence. We also regularly conduct DEI training offered for all employees.

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About Us

DEI Highlights

DEI Highlights

Since we began operating as a stand-alone public company in 2022, we have implemented and/or accomplished the following:

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Proposal 1:

Election of Directors

We currently have a classified board structure that is being phased out over a three-year period which began at the 2023 Annual Meeting of Shareholders. The Corporate Governance Committee has recommended, and the Board has nominated, our current Class II directors, Bradley Halverson, Charles Harrington, Dhiaa Jamil and Nneka Rimmer for re-election by shareholders as Class II directors. The initial term of the Class II directors will expire at the 2024 Annual Meeting of Shareholders. Upon re-election, each such director will serve a two-year term through 2026 or until their successor is elected and qualified, or his or her earlier death, resignation or removal. Commencing in 2026, all of our directors will stand for election each year for annual terms and following the 2026 Annual Meeting of Shareholders, our Board will no longer be divided into three classes.

Each director shall be elected by a plurality of the votes cast. However, under our bylaws, for any incumbent director to become a nominee for election by the shareholders as a director, that director must tender an irrevocable offer to resign from the Board in the event that the director receives a plurality of the votes cast, but fails to receive a majority of the votes cast in an uncontested election.

In an uncontested election, if an incumbent director receives a plurality of the votes cast, but does not receive a majority of the votes cast, the Corporate Governance Committee, or such other independent committee designated by the Board, must make a recommendation to the Board as to whether to accept or reject the offer of resignation of the incumbent director, or whether other action should be taken. The independent members of the Board will consider the Corporate Governance Committee’s recommendation and publicly disclose the Board’s decision and the basis for that decision within 90 days from the date of the certification of the final election results. The director not receiving a majority of the votes cast will not participate in the Corporate Governance Committee’s recommendation or the Board’s decision regarding the offer to resign. For this purpose, the term “a majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” the director’s election. Further, a “contested election” is one in which the Corporate Secretary receives a notice that a shareholder has nominated or intends to nominate a person for election to the Board in compliance with our bylaws and such nomination has not been subsequently withdrawn on or prior to the tenth day before the notice of meeting is first mailed.

A brief statement about the background and qualifications of each nominee and each continuing director is provided on the following pages. No director has a familial relationship to any other director, nominee for director or executive officer.

All of the nominees are presently members of the Board, and the Board is recommending that all four nominees be elected. Each nominee has informed the Board that he or she is willing to serve as a director. If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by the Board. It is the intention of the proxyholders to vote proxies for the election of the nominees named in this proxy statement, unless such authority is withheld.

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Proposal 1: Election of Directors

Our Director Nominees

Our Director Nominees

Biographies of Class II Directors with Terms Expiring at the 2024 Annual Meeting

A brief biography regarding the background and qualifications of each director nominee is provided on the following pages. Each nominee’s biographical information includes a description of the director’s experience, qualifications, attributes and skills that qualify him or her to serve on the Board of Directors.

	Bradley M. Halverson – Independent Director
	Former Group President, Financial Products and Corporate Services and Chief Financial Officer — Caterpillar Inc.

Mr. Halverson is the former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar, Inc., the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines and locomotives. Prior to serving in that leadership role from 2013 to 2018, Mr. Halverson held a series of positions with increasing responsibility during his 30-year tenure with the company, including: Vice President, Financial Services from 2010 to 2013; Corporate Controller, Global Finance & Strategic Services from 2004 to 2010; and Corporate Business Development Manager, Corporate Services from 2002 to 2004, among others since joining the company in 1988.

Prior to his work at Caterpillar, Mr. Halverson worked as Financial Reporting Manager with Rolscreen Company and, before that, he worked in a series of roles with Price Waterhouse LLP. Mr. Halverson currently serves as: an independent director, Chair of the Audit Committee and a member of the Compensation and Leadership Development and Executive Committees of the board of Sysco Corporation, a food distributor; an independent director and a member of the Audit and People & Compensation Committees of the board of Lear Corporation, a global automotive technology company; and an independent director and chair of the Audit Committee of the board of Satellogic, Inc., a company specializing in Earth-observation satellites.

He also served as a director for Custom Truck One Source from 2018-2021. Mr. Halverson currently serves as a member of the board of trustees of the Easterseals Central Illinois Foundation, and previously served as Chairman of the board of directors of Easterseals Central Illinois and member of the OSF St. Francis Medical Center Community Foundation Board.

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Proposal 1: Election of Directors

Our Director Nominees

	Charles L. Harrington – Independent Director
	Former Executive Chairman and Chief Executive Officer — Parsons Corporation

Mr. Harrington is the former Chairman, Chief Executive Officer and President of Parsons Corporation, a technology services company in the global defense, intelligence and critical infrastructure markets. Before becoming Executive Chairman in 2021 and retiring in 2022, Mr. Harrington served as Chairman, Chief Executive Officer and President of Parsons from 2008 to 2021, after serving in a series of positions with increasing responsibility, including: Executive Vice President, Chief Financial Officer and Treasurer from 2006 to 2008; President, Commercial Technology Group from 2003 to 2006; and President, Communications Technology Group, from 1999 to 2002, among others.

Mr. Harrington also serves as a member of the board of directors of JBT Corporation, J.G. Boswell Company, Korn Ferry and the Cal Poly Foundation. He previously served as a member of the board of directors of The AES Corporation, a global energy company, from 2013 to 2020.

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Proposal 1: Election of Directors

Our Director Nominees

	Dhiaa M. Jamil – Independent Director
	Former Executive Vice President and Chief Operating Officer — Duke Energy

Prior to his retirement in June 2023, Mr. Jamil served as Executive Vice President and Chief Operating Officer of Duke Energy, one of the largest energy holding companies in the U.S., a position he held since 2015. In that role, Mr. Jamil was responsible for the company’s generating fleet, transmission grid, enterprise-wide project management and construction, environment, health and safety and other related support functions. From 2008 to 2015, Mr. Jamil served as Executive Vice President of Duke Energy’s regulated generation and as Chief Nuclear Officer, where he oversaw the largest regulated nuclear fleet in the country. During that time, he played a key role in Duke Energy’s 2012 merger with Progress Energy, integrating and transforming a fleet of 12 nuclear units. Earlier in his career, he held various leadership roles of increasing responsibility at Duke Energy’s Oconee, McGuire and Catawba nuclear stations, including station manager and site vice president.

Mr. Jamil is a former chair of the UNC Charlotte Energy Production Infrastructure Center (Epic) Advisory Board and served as a trustee for the Duke Energy Foundation, the philanthropic arm of Duke Energy. He also served on the board of directors of the Nuclear Energy Institute from 2014 - 2023 and Nuclear Electric Insurance Limited, which insures all nuclear power plants in the U.S., from 2013 to 2022. He has also previously served on various utilities’ nuclear safety review boards and was a member of the National Nuclear Training Accrediting Board.

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Proposal 1: Election of Directors

Our Director Nominees

	Nneka Rimmer – Independent Director
	Former President, Global Flavors & Extracts – McCormick & Company, Inc.

Prior to her retirement in 2021, Ms. Rimmer served as President, Global Flavors & Extracts, for McCormick & Company, Inc., a global leader that manufactures, markets and distributes spices, seasoning mixes, condiments and other products to the food industry. Ms. Rimmer held a series of roles with increasing responsibility at McCormick & Company, including: Senior Vice President, Business Transformation, from 2019-2020, Senior Vice President, Strategy and Global Enablement, from 2017-2019; and Senior Vice President, Corporate Strategy & Development, from 2015-2017.

Prior to joining McCormick, Ms. Rimmer spent 15 years with Boston Consulting Group (BCG) focused on advising Fortune 100 C-Suite executives and board directors on global growth, M&A strategy, talent development and change management. She rose to become BCG’s first Black female partner, with leadership positions across the consumer goods and retail, public sector and strategy practices.

Ms. Rimmer currently serves as an independent director and member of the Audit and Human Capital Committees of the board of Energizer Holdings, Inc., a manufacturer of batteries and other products. She is also on the boards of Wellness Pet LLC and Wheel Pros LLC, two private equity-owned consumer products companies. Additionally, Ms. Rimmer serves as a trustee of the University of Maryland, Baltimore.

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Proposal 1: Election of Directors

Class I Directors

Biographies of Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting

The Board is classified until the 2026 Annual Meeting and, therefore, the following individuals who are Class I directors will not stand for re-election at the 2024 Annual Meeting of Shareholders.

	Joseph Dominguez – Non-Independent Director
	President and Chief Executive Officer — Constellation

Mr. Dominguez is the President and Chief Executive Officer of Constellation. As President and Chief Executive Officer, Mr. Dominguez oversees Constellation’s carbon-free energy fleet of nuclear, wind, solar, hydro-electric and natural gas facilities in 19 states, and the nation’s top competitive retail and commodities business, which provides electricity, natural gas and other energy-related products and services to two million residential, public sector and business customers nationwide, including more than three-fourths of the Fortune 100.

Previously, Mr. Dominguez served as Chief Executive Officer of ComEd, a subsidiary of Exelon Corporation. In that role, he was responsible for the safe and reliable delivery of electricity to customers and oversight of the management of the electric grid for over four million residential and business customers in Chicago and most of northern Illinois.

Prior to joining ComEd, Mr. Dominguez served as Executive Vice President of Governmental and Regulatory affairs and Public Policy for Exelon, where he led the development and implementation of federal, state, and regional governmental, regulatory, and public policy strategies. Mr. Dominguez was also a partner in the law firm of White and Williams, LLP, with a broad-based litigation practice counseling large and small corporations, institutions and government entities. Prior to joining White and Williams LLP, Mr. Dominguez served as an Assistant U.S. Attorney in the Eastern District of Pennsylvania.

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Proposal 1: Election of Directors

Class I Directors

	Julie Holzrichter – Independent Director
	Chief Operating Officer — CME Group Inc.

Ms. Holzrichter is Chief Operating Officer of CME Group Inc., the world’s leading derivatives marketplace. In this role, she is responsible for managing the company’s global operations and clearing and post-trade service division. During the course of her more than twenty- five year career with the company, Ms. Holzrichter has held a series of roles with increasing responsibility at CME Group Inc. Prior to being appointed to her current role in 2014, Ms. Holzrichter served as: senior managing director of Global Operations from 2012 to 2014; managing director, Global Operations from 2007 to 2012; and director, Operations, from 2006 to 2007, among others. Additionally, she has led the integration of global operations for a number of multi-billion-dollar mergers and acquisitions throughout her tenure.

Ms. Holzrichter serves on the board of the National Futures Association and she is a member of the Futures Industry Association and Women in Listed Derivatives, ChicagoFirst and the CME Group Women’s Initiative Network. She previously served on DePaul University’s Finance Advisory Board and DePaul University’s Arditti Center for Risk Management Advisory Board.

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Proposal 1: Election of Directors

Class I Directors

	Ashish Khandpur – Independent Director
	President and Chief Executive Officer — Avient Corporation

Dr. Ashish Khandpur is President and Chief Executive Officer of Avient Corporation, a leading provider of specialized and sustainable material solutions. Previously, he was Group President of the multi-billion Transportation & Electronics business group for 3M Company, a global corporation operating in the fields of transportation, electronics, industrial, worker safety, health care and consumer. During his 28-year career with 3M, Dr. Khandpur held a series of roles with increasing responsibility, including Executive Vice President, Transportation & Electronics business group, from 2019 to 2021; Executive Vice President, Electronics & Energy business group, from 2017 to 2019; Senior Vice President, Research & Development and Chief Technology Officer, from 2014 to 2017, among other roles.

Dr. Khandpur is a member of the Dean’s Advisory Board, College of Science and Engineering, for the University of Minnesota and served as a trustee for the University of St. Thomas from 2017 to 2021. Dr. Khandpur also served as a director for the 3M Foundation from 2012 to 2017, and he also served as a director for 3M India in 2014.

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Proposal 1: Election of Directors

Class III Directors

Biographies of Continuing Class III Directors with Terms Expiring at the 2025 Annual Meeting

As explained above, the Board is classified until the 2026 Annual Meeting and, therefore, the following individuals who are Class III directors will not stand for re-election at the 2024 Annual Meeting of Shareholders.

	Laurie Brlas – Independent Director
	Former Executive Vice President and Chief Financial Officer — Newmont Mining Corporation

Prior to her retirement in 2016, Ms. Brlas served as Executive Vice President and Chief Financial Officer of Newmont Mining Corporation, a leading gold and copper producer with U.S. and international operations. From 2006 to 2013, Ms. Brlas served in a series of senior leadership positions at Cliffs Natural Resources, an iron ore producer, including as Executive Vice President and President, Global Operations. Prior to that, Ms. Brlas served as Senior Vice President and Chief Financial Officer of STERIS Corporation, a provider of infection prevention and other procedural products and services, from 2000 to 2006, and from 1995 to 2000 she held a series of positions with increasing responsibility with Office Max, Inc., an office products retailer. Ms. Brlas is a certified public accountant and certified management accountant.

Ms. Brlas currently serves as an independent director, Chair of the Audit & Finance Committee and a member of the Capital Investment Committee of the board of Albemarle Corporation, a global chemical manufacturer; an independent director and member of the Compensation and Management Development and Nominating and Corporate Governance Committees of Graphic Packaging Holding Company, which specializes in the design and manufacturing of packaging for commercial products; and an independent director and member of the Audit and Risk and Nominating and Corporate Governance Committees of the board of Autoliv, Inc., an automotive safety supplier. She previously served as a director of Perrigo Company plc, a global healthcare company, from 2003 to 2019, Calpine Corporation, an energy company, from 2016 to 2018 and NOVA Chemical Corporation, a plastics and chemical manufacturer, from 2008 to 2009. Ms. Brlas previously served as a member of the board of Exelon Corporation from 2018 to 2022.

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Proposal 1: Election of Directors

Class III Directors

	Yves C. de Balmann – Independent Director
	Executive Partner at Bridge Growth Partners

Mr. de Balmann has been an Executive Partner at Bridge Growth Partners, a private equity firm, since 2019. Mr. de Balmann served as the Co-Chairman of Bregal Investments LP, a private equity investing firm, from 2002 to 2012. Previously, he served as Vice-Chairman of Bankers Trust Corporation, where he was in charge of Global Investment Banking, until that firm’s merger with Deutsche Bank in 1999, at which time he became Co-Head of Deutsche Bank’s Global Investment Bank and Co-Chairman and Co-Chief Executive Officer of Deutsche Banc Alex. Brown from 1999 to 2001.

Previously, Mr. de Balmann served as a director of ESI Group, a provider of virtual prototyping software and services, which was listed on the Euronext Paris. Mr. de Balmann also served as a director of Laureate Education, Inc. (listed on Nasdaq) and as the non-executive chairman of Conversant Intellectual Property Management. Mr. de Balmann served as a member of the board of Exelon Corporation from 2012 to 2022.

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Proposal 1: Election of Directors

Class III Directors

	Robert J. Lawless – Independent Director
	Former Chairman, President and Chief Executive Officer— McCormick & Company, Inc.

Mr. Lawless served as Chairman of the Board of McCormick & Company, Inc., a global leader that manufactures, markets, and distributes spices, seasoning mixes, condiments and other products to the food industry from 1997 until 2009. Mr. Lawless also served as President from 1996 to 2006 and Chief Executive Officer from 1997 to 2007, after serving in a series of positions with increasing responsibility, including Chief Operating Officer; Executive Vice President; Senior Vice President – The Americas; Group Vice President – Europe; Vice President & Deputy Managing Director, International Group, among others.

Mr. Lawless previously served as a director of Constellation Energy Group from 2002 to 2012, when Constellation Energy Group merged with Exelon Corporation. He also served as a member of the board of Exelon Corporation from 2012 to 2022.

Mr. Lawless serves as a director for various non-profit organizations, including Operation Walk Canada and Teen Challenge Canada, and Habitat for Humanity in Fort Myers, FL as well as London, ON, Canada. He previously served as a director for Baltimore Life Companies.

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Proposal 1: Election of Directors

Class III Directors

	Admiral John M. Richardson – Independent Director
	Former Chief of Naval Operations — U.S. Navy

Admiral John Richardson (Ret.) served 37 years in the U.S. Navy, completing his service as the Chief of Naval Operations (CNO), the top officer in the Navy.

While in the Navy, Admiral Richardson served in the submarine force. He commanded the attack submarine USS HONOLULU in Pearl Harbor, Hawaii, for which he was awarded the Vice Admiral James Bond Stockdale Inspirational Leadership Award. He went on to command at every level of the Navy.

Admiral Richardson served as the Director of Naval Reactors from 2012 until 2015, with responsibility for the full life-cycle, including regulatory responsibilities of more than 90 reactors operating around the world on nuclear-powered warships. After serving in this role, Admiral Richardson served as the 31st Chief of Naval Operations, the senior officer in the Navy, from 2015 until 2019. Admiral Richardson retired from the Navy in August 2019.

Admiral Richardson currently serves as an independent director, Chair of the Special Programs Committee and a member of the Aerospace Safety and Finance Committees of the board of The Boeing Company, an aerospace company; and as an independent director and member of the Audit and Finance and Compensation Committees of BWX Technologies, Inc., a supplier of nuclear components and fuel. Admiral Richardson served as a member of the board of Exelon Corporation from 2019 to 2022. He also serves on the boards of the Center for New American Security and the Navy League of the United States. He is a senior advisor to the Johns Hopkins University Applied Physics Laboratory and a member of the National Academy of Engineering.

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Corporate Governance

Constellation and the Board are committed to maintaining the highest standards of corporate governance, which we believe are essential for sustained success and creating long-term shareholder value. We believe our strong corporate governance practices will help us achieve our performance goals and maintain the trust and confidence of our shareholders, employees, customers, regulators, and other stakeholders.

Director Qualification and Nomination Criteria

Effective oversight of Constellation’s strategic direction requires our Board of Directors to be composed of diverse individuals who possess attributes and core competencies important to the company. The Corporate Governance Committee identifies and recommends director nominees for election to the Board and periodically retains a search firm to assist with the identification of potential candidates. The Corporate Governance Committee may also consider nominees suggested by other sources, including incumbent Board members and shareholders.

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 and evaluate the qualifications of each director candidate in accordance with the criteria described in the director qualification standards section of our Corporate Governance Principles. The Board believes that directors should be selected so that the Board represents diverse experience at various policy-making and executive levels in business, government, and in sectors that are relevant to the company’s business operations.

The director selection criteria described above are evaluated by the Corporate Governance Committee each time a new candidate is considered for Board membership. The Corporate Governance Committee and the Board may consider other factors they deem to be relevant to the success of a publicly traded company operating in the energy sector. As part of the annual nomination process, the Corporate Governance Committee reviews the qualifications of each director nominee, including currently serving Board members, and reports its findings to the Board. On February 6, 2024, the Corporate Governance Committee determined that each Board nominee satisfied the criteria described above and advised the Board that each of the director nominees listed under “Proposal 1: Election of Directors” is qualified to serve on the Board.

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Corporate Governance

Board Skills

Board Skills

The Corporate Governance Committee regularly reviews of a skills matrix to ensure that the Board continues to be comprised of members with the appropriate set of skills, qualifications, and experiences. The skills matrix includes the following skills and attributes:

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Corporate Governance

Board Skills Matrix

Board Skills Matrix

The following matrix identifies the five most prominent skills and attributes that each director brings to Constellation’s Board and committees. While each independent director possesses numerous skills and attributes, we believe identifying the five most prominent skills and attributes provides a much more meaningful presentation of the key contributions and value of each director. Based on his role as President and Chief Executive Officer, we believe Mr. Dominguez possesses all the skills listed below.

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Corporate Governance

Board Diversity

Board Diversity

The matrix below summarizes certain self-identified gender identity and demographic diversity attributes of our Board as required by Nasdaq. Each of the categories and the information listed in the table below is as set forth in Nasdaq Listing Rule 5605(f) and is being presented in compliance with Nasdaq’s disclosure format. Each director was asked to self-identify their race/ethnicity, gender identity, disability, military experience, and/or LGBTQ+ identity.

In June 2023, Mr. Jamil was appointed to the Board which caused its gender diversity percentage to decrease from 30% to 27%. The Board remains confident in its current composition, but will continue to actively search for additional candidates that will contribute desirable and valuable skills to the Board and its deliberations. The Board will consider its gender composition along with several other factors while conducting candidate searches to ensure it continues to maintain a heterogeneous representation of different skills, perspectives and backgrounds.

Board Diversity Matrix as of March 1, 2024

We believe that the composition of our Board complies with the standards for diverse board composition under Nasdaq Listing Rule 5605(f). Under the Nasdaq board diversity rule, we are required to have, or explain why we do not have, at least two members of our Board who are diverse, including at least one diverse director who self-identifies as female and at least one director who self- identifies as an under-represented minority or LGBTQ+. Nasdaq defines “diverse” to mean female, under-represented minority, or LGBTQ+, and defines “under-represented minority” to mean an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or two or more races or ethnicities.

For purposes other than the compliance with the Nasdaq listing rule, Constellation considers an individual who self-identifies as one or more of the following to be racially or ethnically diverse: Black or African American, Hispanic or Latinx, Asian (including South Asian), Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Middle Eastern or North African.

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Corporate Governance

Board Leadership Structure

Board Leadership Structure

Constellation’s bylaws permit the 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 believes that it is important to retain the flexibility to make this determination at any given point in time based on what it believes will provide the best leadership structure, considering the needs of the company at that time. Currently, the roles of the Chief Executive Officer and Board Chair are separated. The Board believes 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 Officer roles are held by the same individual, or the person holding the role of Board Chair is not independent under the company’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 will serve as the Lead Independent Director.

The duties of the Lead Independent Director include:

Board Responsibilities

Constellation’s operations are managed by executive officers under the direction of the Board of Directors. The Board considers the interests of all its constituencies, including: shareholders, customers, employees, and the communities we serve. The Board is committed to ensuring that Constellation conducts business in accordance with the highest standards of ethics, integrity, and transparency.

The Board’s responsibilities include, but are not limited to, the oversight of:

The Board also reviews and approves major financial objectives and strategic and operating plans.

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Corporate Governance

Board Committees

The Board discharges its responsibilities through regularly scheduled meetings as well as through telephonic meetings, actions by written consent and other communications with management, as appropriate. The non-employee directors hold regularly scheduled executive sessions without management. The directors spend considerable time preparing for Board and committee meetings. Directors are expected to attend all meetings of the Board and the committees upon which they serve, and all Annual Meetings of Shareholders. During the fiscal year ended December 31, 2023, the Board held five meetings and each of the directors attended more than 75% of the meetings of the Board and the committees on which he or she served. Attendance at Board and committee meetings during 2023 was 100%.

Board Committees

Constellation has four standing Board committees: Audit & Risk, Compensation, Corporate Governance, and Nuclear Oversight. Each committee is comprised exclusively of independent directors.

Each committee is governed by a charter stating its responsibilities. The charters are available on the company’s website at www.Constellationenergy.com on the Board committees page and in print to any shareholder who requests a copy from Constellation’s Corporate Secretary. The committee charters are regularly reviewed and updated to incorporate best practices and prevailing governance trends.

Each committee charter gives the committee authority and discretion to retain and terminate the services of one or more outside advisors and consultants to assist it in performing its duties. Each committee has the sole authority to approve such advisors’ and consultants’ fees and other retention terms, and the company funds the cost of committee advisors and consultants.

The charters of the Audit & Risk, Compensation, Corporate Governance and Nuclear Oversight committees require that each committee perform an annual self-evaluation, review its charter each year and meet at least four times each year.

Committee Membership as of March 1, 2024

Director	Audit and Risk	Compensation	Corporate Governance	Nuclear Oversight
de Balmann			✔
Brlas			✔
Dominguez(1)	—	—	—	—
Halverson		✔	✔
Harrington	✔			✔
Holzrichter	✔	✔
Jamil		✔		✔
Khandpur		✔	✔
Lawless			✔
Richardson	✔		✔
Rimmer	✔			✔

 = Chair of Committee

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Corporate Governance

Board Committees

Committee Membership Appointments

The Board regularly reviews committee composition to ensure that the skills represented on each committee are appropriate in light of the company’s stage of development and emerging governance trends. The Board believes that it is important to have each chair of the Board’s committees sit on the Corporate Governance Committee to most efficiently exercise oversight of, and share thoughts and insights regarding, the company’s governance structure, policies and practices. Therefore, in February 2024, the Corporate Governance Committee recommended and the Board approved the appointment of Ms. Brlas (Chair of the Audit & Risk Committee) and Admiral Richardson (Chair of the Nuclear Oversight Committee) to the Corporate Governance Committee.

Audit & Risk Committee

The Audit & Risk Committee’s duties and responsibilities include:

During the fiscal year ended December 31, 2023, the Audit & Risk Committee held five meetings.

The charter also requires the Audit & Risk Committee membership to be comprised of three or more directors that satisfy the independence requirements for membership on the Audit & Risk Committee.

Our Board has determined that each of the Audit & Risk Committee’s members satisfy the applicable independence and other requirements of Nasdaq and the SEC for audit committees and that Ms. Brlas, Ms. Rimmer and Mr. Harrington each qualify as an “audit committee financial expert” as defined under applicable SEC rules.

Compensation Committee

The Compensation Committee’s duties and responsibilities include:

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Corporate Governance

Board Committees

During the fiscal year ended December 31, 2023, the Compensation Committee held four meetings. The charter also requires the Compensation Committee to be composed of three or more independent non-employee directors.

The Compensation Committee has retained Meridian Compensation Partners, LLC (Meridian) as its consultant to assist it in evaluating executive compensation. Meridian reports directly to the Compensation Committee and the committee retains sole authority to hire the consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. A representative of Meridian attended all meetings of the Compensation Committee in 2023.

Meridian provides various executive compensation services to the Compensation Committee, which generally include advising the Compensation Committee on the principal aspects of our executive compensation program, changing industry practices and providing market information and analysis regarding the competitiveness of our program design.

During 2023, Meridian performed several services, including the following:

Meridian provided no services to management during 2023. The Compensation Committee has assessed the independence of Meridian pursuant to Nasdaq listing standards and SEC rules and concluded that no conflict of interest exists that would prevent Meridian from serving as an independent consultant to the Compensation Committee.

Corporate Governance Committee

The Corporate Governance Committee’s duties and responsibilities include:

The charter also requires the Corporate Governance Committee to be composed of three or more independent non-employee directors. During the fiscal year ended December 31, 2023, the Corporate Governance Committee held four meetings.

Nuclear Oversight Committee

The Nuclear Oversight Committee’s duties and responsibilities include oversight of management’s administration of:

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Corporate Governance

Director Independence

During the fiscal year ended December 31, 2023, the Nuclear Oversight Committee held four meetings. Each meeting of the Nuclear Oversight Committee is held at one of our nuclear facility sites.

Director Independence

The Board has incorporated the Nasdaq and SEC independence standards into the company’s independence standards contained in our Corporate Governance Principles. The Board has affirmatively determined that none of the non-employee directors who served on the Board in 2023, nor any of the nominees for election, has a material relationship with the company. The Board also has affirmatively determined that each non-employee director is independent according to the independence standards in the Corporate Governance Principles.

The Board also determined that all members of the Audit & Risk Committee are independent within the definitions of independence of both Nasdaq listing standards and the SEC standards for audit committee members. The Board affirmatively determined that each member of the Audit & Risk Committee: (i) did not accept directly or indirectly any consulting, advisory, or other compensatory fee from the company or any of its subsidiaries; (ii) was not an affiliated person of the company or any of its subsidiaries; and therefore (iii) satisfied the Nasdaq independence standards for audit committee members.

The Board has also determined that all members of the Compensation Committee are independent within the definitions of independence of both Nasdaq listing standards and the SEC standards for compensation committee members. The Board affirmatively determined that each member of the Compensation Committee: (i) has no material relationship to the company which would impair such director’s ability to be independent from management in connection with the duties of a compensation committee member; (ii) was not an affiliated person of the company or any of its subsidiaries; and therefore (iii) satisfied the Nasdaq independence standards for compensation committee members.

Corporate Governance Principles

Our standards of corporate governance are outlined in our Corporate Governance Principles, which in conjunction with our articles of incorporation, bylaws, Board committee charters and related policies and practices, form the framework for the effective governance of the company. The Corporate Governance Principles address matters including the Board’s responsibilities and role, Board structure, director selection, self-evaluations and additional matters such as succession planning and executive stock ownership requirements. The Corporate Governance Principles are reviewed periodically to incorporate evolving governance trends and to remain aligned with the needs of the company and its stakeholders.

The full text of the Corporate Governance Principles, bylaws, the charters for each of the Board committees, and the Code of Business Conduct are available on our website, www.constellationenergy.com. These materials are also available in print to any person, without charge, upon written request to:

Corporate Secretary
Constellation Energy Corporation
1310 Point Street

Baltimore, MD 21231-3380

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 at Constellation Energy Corporation, Attn: Office of the Corporate Secretary, 1310 Point Street Baltimore, Maryland 21231- 3380. The Corporate Secretary will review communications initially and transmit a summary of substantial or material issues to directors, excluding transmittal of any communications that are commercial advertisements, other forms of solicitation, or general shareholder or customer service matters.

Related Person Transactions

Constellation 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 Corporate Governance Committee 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 shareholders beneficially owning 5% or more of Constellation’s outstanding stock as defined in SEC rules. Related person transactions that are in, or not inconsistent with, the best interests of Constellation 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 in 2023.

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Corporate Governance

Board Role in Risk Oversight

Board Role in Risk Oversight

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 committees of the Board. Any risk oversight area not allocated to a committee remains with the Board. Each Board committee reports regularly to the Board on discussions of enterprise risks for which it is responsible. Reports provided by senior leadership, as well as third-party experts, support oversight of the key risks delegated to each committee and the full Board. The Chief Risk Officer reports to the Board at least twice a year (and to the Audit & Risk Committee at least four times a year) on the magnitude, probability and impact of certain risks and ways that the company is mitigating those risks.

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Corporate Governance

Board Role in Risk Oversight

Enterprise Risk Management

Our Board maintains oversight of the company’s enterprise risk program, including with respect to commodity markets, market design, enterprise security (physical and cyber), operating risks and financial performance. Managing business risks of all types, from strategic, operational, financial, and regulatory risks to global risks like climate change, is central to Constellation’s business. Our Chief Risk Officer leads the enterprise risk management (“ERM”) team which is responsible for coordinating Constellation’s risk management program. The program incorporates the Three Lines of Defense Model of governance developed by the Institute of Internal Auditors, and is designed to anticipate strategic and emerging risks, integrate risk into business planning, minimize unexpected performance variances, and support growth initiatives within Constellation’s risk appetite.

The ERM team works collaboratively with business teams to help them identify and assess risks, and to better understand how to manage risks and establish tolerances that allow for growth while staying within our risk appetite. It also provides an enterprise-wide view of risks and risk management practices. Regular risk assessments deepen our understanding of risks, enable effective action to mitigate risks and strengthen our risk culture. We align our key risk indicators with our risk appetite and industry-leading practices. Successful risk management requires participation from internal teams across our businesses and the ERM team which is tasked with identifying and evaluating the most significant risks of the business and the actions needed to manage and mitigate those risks. We assess and mitigate our environmental risk as part of both the risk program and the ISO 14001:2015 Environmental Management System.

The diagram above summarizes the process by which risks are assessed and discussed with the Board and/or the relevant Board committees. As described in the diagram, business units conduct risk assessments routinely throughout the year and key risk factors outside of tolerance are reported quarterly to the Board or committee owning the risk. Individual enterprise risks are presented to the Audit & Risk Committee as needed, but no less than once a year. Annually, each enterprise risk is evaluated and its inherent risk (both probability and severity) is assessed for updated placement on the enterprise risk heat map. We maintain a “bow-tie” analysis, centered on potential risk events, which is reviewed on a quarterly basis. As part of the analysis, prevention controls and mitigations regarding an underlying threat are evaluated and the related containment controls and actions, and potential risk impacts are reviewed. The results of this analysis, for individually selected risks, are reported to the Audit & Risk Committee at least quarterly.

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Corporate Governance

Board Role in Risk Oversight

Cybersecurity Risk

We have implemented processes for assessing, identifying and managing material risks from cybersecurity threats to the company, including governance at the Board level and executive management accountability for the execution of our cyber risk management strategy and the controls designed to protect our operations. In order to effectively oversee cybersecurity risk management practices, our Board has delegated direct oversight of cybersecurity risks to its Nuclear Oversight and Audit & Risk committees. The Nuclear Oversight Committee is tasked with overseeing compliance with policies and procedures to manage and mitigate cybersecurity risks associated with our nuclear assets. The Audit & Risk Committee oversees policies and processes established by management to identify, assess, monitor, manage and control the company’s material strategic, financial, operational, regulatory, business unit, reputational and other risks, including technology and cyber risks.

Our SVP, Chief Information Officer and VP, Chief Information Security Officer, in conjunction with the Legal department, provide regular reports to the Board and committees regarding our operational and information technology programs and systems and risks, along with key risk indicators to track performance of the cybersecurity program. For example, the Chief Information Officer and the Chief Information Security Officer provide quarterly reports to the Board regarding the effectiveness of particular aspects of the cybersecurity program.

Emergent cybersecurity incidents or events are reported to the full Board between scheduled meetings on an ad hoc basis following the exercise of our incident response and crisis management protocols which were revised and enhanced in 2023, in part, to enable the company to comply with recently adopted SEC cybersecurity disclosure requirements. As a critical infrastructure owner/operator, the cybersecurity of our critical assets is regularly inspected by regulatory agencies, including the U.S. Nuclear Regulatory Commission and the North American Electric Reliability Corporation. Also, the risk and maturity of our enterprise cyber security program, including our alignment with the National Institute of Standards and Technology (NIST) Cyber Security Framework, is periodically assessed by independent third parties. Our external auditor, as part of the company’s annual SOX controls audit, also reviews the effectiveness of the enterprise cyber program.

We provide company-wide training under our cybersecurity program. As part of the training, all personnel, including employees and contractors, with electronic access to the company’s network are required to complete security awareness training within 30 days of hire and on annual basis thereafter. The training familiarizes personnel with cybersecurity risks, how to identify and report threats (including phishing attacks), and reinforces behavioral expectations as outlined by company policy. Additional training is required for individuals with elevated access or performing specialized roles.

Director Retirement Policy

Each non-employee director must tender their resignation from the Board at or before the next Annual Meeting of Shareholders following the director’s 80th birthday. The Board has full discretion to decline a tendered resignation if it determines, based on the recommendation of the Corporate Governance Committee, that it is in the best interests of the company and its shareholders to extend the director’s continued service for an additional period of time. The Board has not established term limits for director service, but relies instead on the mandatory retirement age and annual Board self-evaluations to assure a regular process of Board refreshment. The Board believes term limits could deprive the Board of the valuable contributions of experienced directors who have extensive knowledge of the company and its operations.

Board and Committee Self-Evaluations

Our Board seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought and has initiated a strong self-evaluation process for the Board and its committees.

Annual Board Self-Evaluations

The Board conducts an annual self-assessment of its performance and effectiveness. The process is coordinated by the Board Chair and the chair of the Corporate Governance Committee and incorporates recommendations from other Board members. The Corporate Governance Committee oversees and approves the format and framework to be used for Board and committee self-evaluations. The annual self-evaluations follow the process outlined below.

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Corporate Governance

Annual Board Self-Evaluations

Annual Committee Self-Evaluations

All of the Board’s standing committees conduct annual self-assessments of their performance and take into consideration the following:

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Corporate Governance

New Director Orientation

New Director Orientation

Comprehensive director orientation is overseen by the Corporate Governance Committee and administered by the Corporate Secretary. 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 energy industry. Materials provided to new directors include information on the company’s vision and strategic direction, financial matters, corporate governance practices, Code of Business Conduct, risk management framework, 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 and preferences.

Continuing Director Education and Site Visits

Constellation provides continuing education opportunities for incumbent directors on subjects that aid in their development and assist in the effective discharge of their duties, including, compliance and corporate governance developments, business-specific learning opportunities, and briefing sessions on topics that present special risks and opportunities to the company. The Corporate Governance Committee may recommend committee member rotation if it determines that rotation would enhance a director’s 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 may take the form of presentations from senior leadership or other subject matter experts within the company, presentations from external advisors, or “white papers” which are deep dives into timely subjects or topics.

Directors are also invited from time to time to tour facilities. During these visits, directors are able to interact directly with employees staffing key functions. Additionally, directors may attend educational seminars and programs sponsored by external organizations. The company covers the costs related to the attendance of any such external programs and seminars.

Ethics and Compliance

Constellation is committed to maintaining a robust, comprehensive ethics and compliance program and recognizes that an effective program must constantly evolve in the face of changing risks. Constellation’s Ethics and Compliance office provides governance and oversight of the company’s compliance program and is the primary resource for ethics advice and interpretation of the Code of Business Conduct and Supplier Code of Conduct. Our Ethics and Compliance office conducts various risk assessments to help identify compliance risks and assess controls for those risks. It works with business teams on the appropriate design, implementation, and testing of controls for various compliance obligations. Also, our Chief Ethics and Compliance Officer has a direct reporting relationship to the Audit & Risk Committee.

We maintain a detailed Code of Business Conduct, applicable to all employees, officers, and directors across the enterprise and a Supplier Code of Conduct, which is based on the Code of Business Conduct principles and applies to all Constellation supply managed suppliers, including contractors, consultants, and vendors. The Code of Business Conduct sets out our core values — which include acting with integrity — and addresses a wide range of topics, including conflicts of interest, workplace conduct, safety, protecting confidential information and other company assets, and bribery and corruption. The Code of Business Conduct highlights the importance of speaking up and that retaliation for raising in good faith questions or concerns about potential violations of the Code of Business Conduct or compliance with applicable laws and regulations is not tolerated.

Generally, all employees and certain contract workers must participate in annual Code of Business Conduct training. Additionally, non-represented employees are required to complete an annual certification disclosing potential conflicts of interest and affirming their understanding of the Code of Business Conduct. Completion of the training and certifications is tracked.

We maintain a 24-hour ethics helpline that allows employees, contract workers, suppliers, and the public to report ethics concerns and potential legal or regulatory violations and to pose questions. The helpline has both a phone and web portal option and reporters have the option to remain anonymous. The Ethics and Compliance office oversees the intake, investigation, and resolution of reports of potential compliance violations and violations of the Code of Business Conduct and Supplier Code of Conduct.

We also maintain involvement in four company-wide policies that relate to oversight of employee and company interactions with public officials. The policies include various controls and guidance, and employees in various positions are trained on the requirements of the policies. Among other things, the policies require tracking and review of certain requests, referrals, and recommendations from public officials and regular reporting to the Audit & Risk Committee of such requests, referrals and recommendations.

Shareholders may report an ethics concern with the Constellation Ethics Help Line by calling (1-844-927-2282). You may also report an ethics concern via email to EthicsOffice@Constellation.com.

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Director Compensation

Constellation’s director compensation program is designed to enable ongoing attraction and retention of highly qualified directors and to address the time, effort, expertise and accountability required of active board membership.

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. The committee takes various factors into consideration, including responsibilities of directors generally, Board and committee leadership roles such as the Board Chair and Committee Chairs, as well as the form and amount of compensation paid to directors at comparable companies.

The non-employee director compensation program is comprised of cash and equity components. The Board targets total compensation to be at the median level of compensation paid to directors at the peer group of companies used to determine executive compensation.

Cash Fees

Each non-employee director receives an annual cash retainer for his or her service on the Board, as well as additional cash retainers if he or she serves as the Board Chair or as the chair of a committee. Directors serving in multiple leadership roles will receive incremental compensation for each role. The following table lists the cash retainer amounts in effect during fiscal year 2023.

(1)  All members of the Nuclear Oversight Committee, including the chair, receive a $20,000 retainer.

Directors do not receive additional compensation for attending regularly scheduled board or committee meetings. All board fees are paid quarterly in arrears. New directors joining the Board receive a prorated fee for the quarter based on the date of their election.

Under the Director Deferred Compensation Plan, directors may elect to defer any portion of cash compensation into a non-qualified multi-fund deferred compensation plan. Under the plan, each director has an unfunded account where the dollar balance can be invested in one or more of several mutual funds. Fund balances are settled in cash and may be distributed in a lump sum or in annual installment payments upon a director reaching age 65, age 72, or upon departure from the board.

Additionally, directors who serve as members of any special committee receive fees of $5,000 per quarter for as long as the committee continues to meet or is necessary.

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Director Compensation

Equity Compensation

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. Deferred stock units (DSUs) 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 Constellation common stock on the day the quarterly dividend is paid. DSUs earn dividend equivalents which are reinvested in the deferred stock accounts as additional stock units. The account balance of DSUs will be settled in shares of Constellation common stock and will be distributed in a lump sum or in annual installments based on each director’s election. Directors may opt to receive their DSUs upon reaching age 65, age 72, or upon their departure from the Board.

The table below sets forth the amount of DSUs held by each non-employee director as of December 31, 2023. The balances reported include additional DSUs accumulated as dividend equivalents.

Director Stock Ownership Requirement

Our Corporate Governance Principles include a director share ownership requirement of five times the annual cash retainer. All directors are required to meet the minimum stock ownership requirement within five years of their initial election to the Board. Deferred stock units as well as common shares beneficially owned directly or indirectly, including shares held in trust, are counted towards meeting the stock ownership guidelines.

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Corporate Governance

Director Compensation Changes

Director Compensation Changes

The compensation for non-employee directors as well as additional fees paid to the independent chair and committee chairs were set prior to our separation from Exelon in February 2022. Following the separation, our non-employee director compensation program was subject to the review and approval of our Board upon the recommendation of the Corporate Governance Committee. In 2023, the Corporate Governance Committee and the Board approved changes to the non-employee director compensation program. After a review of the director compensation program and the amounts payable thereunder by an outside consultant, the Board increased the equity portion of the annual retainer by $15,000, from $155,000, to $170,000 annually. The decision to increase compensation was based on the recommendation of the outside consultant to align the non-employee director compensation with the prevailing level of compensation at similarly sized companies in the market and our industry.

2023 Director Compensation

The following table summarizes the compensation paid to each of our non-employee directors who served as a member of the Board and its committees in 2023.

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Ownership of Constellation Stock

Stock Ownership of Directors and Executive Officers

The following table shows the ownership of Constellation common stock as of March 1, 2024, by each director and each named executive officer in the Summary Compensation Table, later in this proxy statement, and for all directors and executive officers as a group. The shares owned by directors and executive officers, both individually and as a group, constitute less than 1% of the total number of shares of common stock outstanding.

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Ownership of Constellation Stock

Other Significant Owners of Constellation Stock

Other Significant Owners of Constellation Stock

The table below lists owners who are known to Constellation to hold more than 5% of its outstanding common stock. This information is based on the most recent Schedule 13G (or Schedule 13G/A) filings made with the Securities and Exchange Commission.