Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information about our Executive Officers as of February 25, 2022

Information about our Board of Directors as of February 25, 2022

Yves de Balmann has served on our Board since January 2022. He has extensive experience in corporate finance, including the derivatives and capital markets as well as industry experience as a former director of Exelon from 2012 to 2022 as well as Constellation Energy Group prior to its merger with Exelon in 2012. His deep knowledge of strategic planning, compensation, governance, and investor insights will provide significant value to the Company Board. Mr. de Balmann currently serves as Executive Partner at Bridge Growth Partners, a private equity firm focusing on technology and financial services companies, and previously served as Co-Chairman of Bregal Investments LP, a private equity investing firm, from 2002 to 2012. He is also currently on the Board of Directors of ESI Group, a virtual prototyping software company.

Laurie Brlas has served on our Board since January 2022, and previously served on the Exelon Board from 2018 to 2022. She has proven leadership skills derived from her significant experience as an executive leader at global, capital-intensive companies, and operations and finance experience in the natural resources industry in addition to her background in financial and governance matters that will bring valuable insights to the Company Board. Ms. Brlas served as Executive Vice President and Chief Financial Officer of Newmont Mining Corporation, a global mining company, from 2013 to 2016. Prior to that, she served in multiple senior positions between 2006 and 2013, ultimately as Executive Vice President and President, Global Operations, with Cleveland-Cliffs, Inc., a company specializing in the mining, benefication and pelletizing of iron ore. Ms. Brlas currently serves on the Boards of Directors of Albemarle Corporation (since 2017), Graphic Packaging Holding Company (since 2019) and Autoliv, Inc. (since 2020). She previously served on the Boards of Directors of Calpine Corporation (2016 to 2018) and Perrigo Company plc (2003 to 2019).

Rhonda Ferguson has served on our board since January 2022. She joined Allstate Corporation in 2020 and serves as its Executive Vice President, Chief Legal Officer, General Counsel and Secretary. Prior to joining Allstate, she served as Executive Vice President, Chief Legal Officer and Secretary for Union Pacific Corporation from 2016 to 2020, and as Vice President, Secretary and Chief Ethics Officer of First Energy Corp. from 2007 to 2016. Ms. Ferguson serves on the boards for the RAND Institute for Civil Justice and Girls Inc. of Chicago. She has proven leadership skills derived from her significant experience as an executive leader at large, highly regulated companies, and her background in legal, regulatory, compliance and governance matters will bring valuable insights to the Board.

Bradley Halverson has served on our Board since January 2022. He is the former Group President and Chief Financial Officer of Caterpillar Inc., the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines and locomotives. Prior to serving as Group President and CFO from 2013 to 2018, he held a series of positions with increasing responsibility during his 30-year tenure with the Fortune 100 company, including vice president, Financial Services; corporate controller, Global Finance & Strategic Services; and corporate business development manager, Corporate Services, among others since joining the company in 1988. Mr. Halverson currently serves on the boards of Sysco Corporation, Lear Corporation and Satellogic Inc. In addition, he serves on the board of Easter Seals Central Illinois, Inc. He previously served as a director for Custom Truck One Source from 2018-2021. Mr. Halverson’s deep expertise in accounting, financial reporting and

corporate finance, and his leadership experience in the areas of executive leadership and management, corporate strategy development, mergers and acquisitions, risk management, information technology systems oversight and international business will provide the Board with critical perspectives on strategic, financial and other public company issues.

Charles Harrington has served on our Board since January 2022. He is the chairman and former CEO of Parsons Corporation, a technology services company in the global defense, intelligence and critical infrastructure markets. He served as Chairman and CEO of the company from 2008 to 2021, following previous roles within the company, including Executive Vice President, CFO and Treasurer; President, Commercial Technology Group; and president, Communications Technology Group, from 1999 to 2002, among others. In addition to serving as chairman of Parsons, Mr. Harrington serves on the boards of J.G. Boswell Company and California Polytechnic State University San Luis Obispo Foundation. He previously served on the board of The AES Corporation from 2013 to 2020. Mr. Harrington's extensive leadership experience in operations, finance and business development will provide significant value to the Board.

Julie Holzrichter has served on our Board since January 2022. She currently serves as chief operating officer of CME Group, the world’s leading derivatives marketplace. Prior to being appointed to her current role in 2014, she held various roles of increasing responsibility, including senior managing director of Global Operations; managing director, Global Operations; and director, Operations, among others, having led the integration of global operations for a number of multi-billion-dollar mergers and acquisitions throughout her tenure. Ms. Holzrichter serves on the board of the National Futures Association and is a member of the Futures Industry Association, ChicagoFirst and the CME Group Women’s Initiative Network. Her extensive experience leading the operations of CME Group’s market operations, global command center, trading floor operations, global market solutions and services, data centers and critical infrastructure, global security, business continuity and crisis management will provide valuable insight to the Board.

Ashish Khandpur has served on our Board since January 2022. He currently serves as President of the Transportation & Electronics business group for 3M Company, a Fortune 100 global corporation operating in the fields of transportation, electronics, worker safety, health care, consumer goods and industry. During his 26-year career with 3M, he has held a series of roles with increasing responsibility, including Executive Vice President, Transportation & Electronics; Executive Vice President, Electronics & Energy; and Senior Vice President, Research & Development and Chief Technology Officer, among other roles. Mr. Khandpur’s extensive engineering background and deep experience in global operations and research and development will provide an invaluable perspective to the Board.

Robert Lawless has served on our Board since January 2022. He has deep executive leadership, strategic planning, and corporate governance experience, as well as industry experience as a former director of Exelon from 2012 to 2022 as well as Constellation Energy Group prior to its merger with Exelon in 2012 and will provide the Company Board with critical perspectives on governance and other public company issues. Mr. Lawless served in numerous senior level positions over a more than thirty-year career with McCormick & Company, Inc., a global food manufacturing company, including as President from 1996 to 2006, as Chief Executive Officer from 1997 to 2008, and as Chairman from 1997 until 2009.

Admiral John Richardson has served on our Board since January 2022 and previously served on the Exelon Board from 2019 to 2022. His experience leading the U.S. Navy as well as his expertise in nuclear oversight and operational excellence will bring invaluable knowledge to our Board. Admiral Richardson served in various senior positions during his thirty-seven-year career with the U.S. Navy, including as Chief of Naval Operations from 2015 to 2019, Director of Naval Reactors, commander of U.S. Submarine Forces, and Director of Strategy and Policy at the U.S. Joint Forces Command. He currently serves as a director of The Boeing Company (since 2019) and BWX Technologies, Inc. (since 2020). Admiral Richardson also currently serves as a director of Sparkcognition Government Systems, a developer of A.I. solutions for multiple industries including energy, defense and finance, and of the Center for New American Security, a bipartisan think tank focused on national security, including issues around energy and geopolitics.

Our Corporate Governance

Board Diversity. Our Corporate Governance Committee is responsible for reviewing with the Board of Directors, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole. In

evaluating and recommending the suitability of candidates (both new candidates and current members) for election, the following factors will be taken into account:

• personal and professional integrity, ethics and values;

• experience in corporate management, such as serving as an officer or former officer of a publicly held company;

• experience as a board member or executive officer of another publicly held company;

• strong finance experience;

• expertise and experience in substantive matters pertaining to our business;

• diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized experience;

• experience relevant to our business industry and with relevant social policy concerns; and

• relevant academic expertise or other proficiency in an area of our business operations.

Currently, our board evaluates each individual in the context of the Board of Directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Committees of the Board of Directors

Our Board of Directors has four standing committees, an Audit and Risk Committee, a Compensation Committee, a Corporate Governance Committee, and a Nuclear Oversight Committee, each of which will have the composition and responsibilities described below. The members of the Audit and Risk, Compensation, and the Corporate Governance Committees will satisfy the applicable independence standards of the SEC and the Nasdaq Stock Market rules. The charter of each standing committee is posted on our website, www.ConstellationEnergy.com. Our Board may also establish other committees that it deems necessary or desirable from time to time. Committee memberships may be changed subject to the discretion of our Board.

Audit and Risk Committee

Our Audit and Risk Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Audit and Risk Committee’s responsibilities include, among other things:

• Assists the Board of Directors in the oversight and review of the quality and integrity of the Company’s financial statements and internal controls over financial reporting

• Appoints, retains and oversees the independent auditor and evaluates its qualifications, performance, independence and fees

• Oversees the Company’s internal audit function

• Reviews the processes by which the Company assesses and manages enterprise risk

• Oversees compliance with the Company’s Code of Business Conduct, and the process for the receipt and responses to complaints regarding accounting, internal controls, ethics or audit matters

The responsibilities of our Audit and Risk Committee are more fully described in our Audit and Risk Committee charter. Our Board of Directors has determined that each of the committee’s members satisfy the applicable independence and other requirements of the Nasdaq Stock Market and the SEC for audit committees and that Ms. Brlas, Chair of the Committee, qualifies as an “audit committee financial expert” as defined under applicable SEC rules and regulations.

Compensation Committee

Our Compensation Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Compensation Committee’s responsibilities include, among other things:

• Assists the Board of Directors in establishing performance criteria, evaluation, and compensation for the CEO

• Approves executive compensation program design for executive officers, other than the CEO

• Monitors and reviews leadership and succession information for executive roles

• Retains the Committee’s independent compensation consultant

• Reviews Compensation Discussion and Analysis and prepares the Compensation Committee Report for proxy statements

The responsibilities of our Compensation Committee, and its procedures for the consideration and determination of executive compensation, are more fully described in our Compensation Committee charter. Our Board of Directors has determined that each of the committee’s members satisfies the applicable independence and other requirements of The Nasdaq Stock Market, the SEC and the IRS for compensation committee members.

Corporate Governance Committee

Our Corporate Governance Committee consists of four members and functions pursuant to a written charter adopted by the Board of Directors. The Corporate Governance Committee’s responsibilities include, among other things:

• Identifies and recommends qualified candidates for election by the Board of Directors and shareholders and oversees the Board and committee structure and compensation

• Recommends Corporate Governance Guidelines and advises on corporate governance issues including evaluation processes for the Board, its committees, and directors and the CEO

• Oversees the Company’s environmental strategies, including climate change and sustainability policies

• Reviews the Company’s director compensation program and retains an independent compensation consultant

• Has authority to retain an independent search firm to identify candidates for a director

The responsibilities of our Corporate Governance Committee and the process for identifying and evaluating director nominees (including nominees recommended by shareholders) are more fully described in our Corporate Governance Committee charter. Our Board of Directors has determined that each of the committee’s members satisfy the applicable independence and other requirements of The Nasdaq Stock Market and the SEC for Corporate Governance Committee members.

Nuclear Oversight Committee

Our Nuclear Oversight Committee consists of three members and functions pursuant to a written charter adopted by the Board of Directors. The Nuclear Oversight Committee’s responsibilities include, among other things:

• Oversees the safe and reliable operation of the Company’s nuclear generating facilities with a principal focus on nuclear safety

• Oversees management and operations of the Company’s nuclear generating facilities and the overall organizational effectiveness of nuclear generating station operations

• Oversees compliance with policies and procedures to manage and mitigate risks associated with the security and integrity of the Company’s nuclear generation assets

• Reviews environmental, health and safety issues relating to nuclear generating facilities

The responsibilities of our Nuclear Oversight Committee are more fully described in our Nuclear Oversight Committee charter.

Shareholder Nominations

A shareholder who wishes to recommend a candidate (including a self-nomination) to be considered by the Corporate Governance Committee for nomination as a Director must submit the recommendation in writing to the Chair of the Corporate Governance Committee c/o the Corporate Secretary. The Corporate Governance Committee will consider all recommended candidates and self-nominees when making its recommendation to the full Board of Directors to nominate a slate of Directors for election.

In order to be considered for election, nominations must comply with the requirements of the SEC and the provisions of our bylaws. Under our bylaws, notice of the proposed nomination must be received by the Company not later than the ninetieth day, or earlier than the one hundred twentieth day, prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders. Although we will not hold an annual meeting of shareholders in 2022 due to the recent completion of the separation from Exelon, for purposes of determining the timeliness of nominations for our 2023 annual meeting of shareholders, the 2022 annual meeting of shareholders will be deemed to have been held on April 26, 2022. In addition, the notice must include information required under the bylaws, including: (a) information about the nominating shareholder, (b) information about the candidate that would be required to be included in a proxy statement under the rules of the SEC, (c) a representation as to whether the shareholder intends to deliver a proxy statement to the other shareholders of CEG Parent, and (d) the signed consent of the candidate to serve as a director, if elected. Under this procedure, any shareholder can nominate any number of candidates for director for election at the annual meeting, but the shareholder’s nominees will not be included in our proxy statement or form of proxy for the meeting.

Code of Conduct and Ethics

In connection with the completion of the separation from Exelon, our Board of Directors, on January 31, 2022, adopted a code of conduct and ethics (the “Code of Ethics”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics is available upon written request to our corporate secretary or on our website at www.ConstellationEnergy.com. If we amend or grant any waiver from a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law. The information contained on, or accessible from, our website is not part of this annual report by reference or otherwise.