UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

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

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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DUKE ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

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

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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We also improved and streamlined our internal governance, including committee structures and policies, so that we can accelerate strategic decision-making, translate our long-term climate strategy into near-term goals and accountabilities, and deploy people and resources to deliver on priority items.

In addition to this progress on our climate-related goals, we delivered adjusted earnings in the top half of our 2021 earnings guidance range and continued our dividend commitment for the 95th consecutive year.

The path forward for our Company has a clear destination: achieve net-zero carbon emissions from electricity generation by 2050. Foundational to our strategy execution efforts are safety, operational excellence, and a diverse and inclusive workforce.

This proxy statement contains information about our Board’s oversight of Duke Energy’s strategy, performance, and risks, as well as our ESG practices. It also describes the outreach we had in the past year with you – our fellow shareholders – and how that feedback has influenced the work that we are doing at Duke Energy.

Annual Meeting Details

This year’s Annual Meeting will once again be held exclusively via live webcast. The online format has successfully expanded our ability to connect with shareholders from all over the world while still providing you the same opportunities to vote and ask questions that you would have had at an in-person meeting, including by submitting questions in writing in advance of the Annual Meeting on our pre-meeting forum at proxyvote.com. An audio broadcast of the Annual Meeting will also be available by phone toll-free at 800.289.0720, confirmation code 6176182. Details regarding how to participate in the Annual Meeting via live webcast, as well as the items to be voted on, are described in the accompanying Notice of Annual Meeting of Shareholders, “Rules of Conduct for the Annual Meeting” on page 1 of the Proxy Summary, and in the “Frequently Asked Questions and Answers About the Annual Meeting” on page 76 of this proxy statement.

Please review this proxy statement prior to voting as it contains important information relating to the business of the Annual Meeting. Page 77 contains instructions on how you can vote your shares online, by phone, or by mail. We encourage you to vote and share your feedback with us, and hope you can participate in the Annual Meeting.

Thank you for your continued investment in Duke Energy.

Sincerely,

Lynn J. Good
Chair, President and CEO

Sincerely,

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Michael G. Browning Derrick Burks Annette K. Clayton Theodore F. Craver, Jr. Robert M. Davis Caroline Dorsa

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W. Roy Dunbar Nicholas C. Fanandakis John T. Herron Idalene F. Kesner

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E. Marie McKee Michael J. Pacilio Thomas E. Skains William E. Webster, Jr.

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Items of Business

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Board’s Voting Recommendation

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Election of Directors

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Ratification of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2022

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Advisory vote to approve Duke Energy’s named executive officer compensation

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Shareholder proposal, if properly presented at the meeting

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Any other business that may properly come before the meeting (or any adjournment or postponement of the meeting)

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​	Vote Now​				​
​	By Internet	​	​	By Mailing Your Proxy Card	​
​	Visit 24/7 proxyvote.com	​	​	Vote, sign your proxy card, and mail free of postage	​
​	By Phone	​	​	Participate in the Annual Meeting	​
​	Call toll free 24/7 at 800.690.6903 or by calling the number provided by your broker, bank, or other nominee if your shares are not registered in your name	​	​	You will need the 16-digit control number, which can be found on your Notice, on your proxy card, and on the instructions that accompany your proxy materials	​
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Meeting Date: May 5, 2022

Record Date: March 7, 2022

Only holders of record of Duke Energy common stock as of the close of business on the record date are entitled to participate in, vote, and ask questions at the Annual Meeting.

Webcast: duke-energy.onlineshareholdermeeting.com

To participate in the Annual Meeting via live webcast at duke-energy.onlineshareholdermeeting.com, you will need the 16-digit control number, which can be found on your Notice, on your proxy card, and on the instructions that accompany your proxy materials. Those who are not shareholders as of the record date may view the Annual Meeting as guests.

The Annual Meeting will begin promptly at 1:00 p.m. Eastern time. Online check-in will begin at 12:30 p.m. Eastern time.

Audio Broadcast:

Shareholders and guests may also listen to an audio broadcast of the Annual Meeting by phone toll-free at 800.289.0720, confirmation code 6176182.

TABLE OF CONTENTS

RULES OF CONDUCT FOR THE ANNUAL MEETING

GLOSSARY OF TERMS

To enhance the readability of this year’s proxy statement, we added a Glossary of Terms beginning on page 81, which includes all defined terms in this proxy statement.

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NYSE rules state that if your shares are held through a broker, bank, or other nominee, they cannot vote on nondiscretionary matters without your instruction.

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PROXY SUMMARY

Our Purpose

Duke Energy’s purpose is to power the lives of our customers and the vitality of our communities. Alongside our purpose is our core set of values and leadership imperatives that combined act as our guide. Our core values are focused on safety, integrity, and service, as well as our leadership imperatives that define our behavioral expectations and challenge us to become better. Together, our values and leadership imperatives influence how we make decisions and interact with each other, as well as with our customers and communities.

Our Strategy and Goals

Duke Energy has integrated our climate strategy into our business strategy – to safely transform and ready our system by investing in new and existing carbon-free technology, modernizing our gas and electric infrastructure, and expanding and integrating efficiency and demand management programs. As we transition our business to cleaner sources of energy, we are focused on delivering sustainable value for our customers and shareholders by maintaining affordability and leveraging business transformation to exceed customer expectations, optimizing investments to drive attractive shareholder returns, and providing new product offerings and solutions that deliver growth and customer value. To achieve these major milestones, we are shaping the landscape by partnering with stakeholders, championing public policy that advances innovation, and advancing regulatory models that support carbon and methane emission reductions.

In 2019 and 2020, Duke Energy established Scope 1 emission(1) reduction goals for our electric and natural gas local distribution business units. In February 2022, we updated our emission reduction goals for the electric and gas business to include Scope 2(2) and certain Scope 3 emissions(3). We also announced that we would be targeting energy generated from coal to represent less than 5% of total generation by 2030 and to fully exit coal generation by 2035, subject to regulatory approvals(4).

(1)

Scope 1 emissions are direct emissions from company-owned and controlled resources. Duke Energy’s Scope 1 emission reduction goal includes only Scope 1 CO2 emissions from electricity generation and methane emissions from our natural gas local distribution business.

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(2)

Scope 2 emissions are indirect emissions from the generation of energy purchased from a utility provider for the Company’s own use.

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(3)

Scope 3 emissions are all other indirect emissions not included in Scope 2 that are linked to a company’s operations, including upstream and downstream emissions.

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(4)

Contemplates retiring the Edwardsport coal gasifiers by 2035 or adding carbon capture utilization and storage to reduce carbon emissions.

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PROXY SUMMARY

Our Workforce

The energy industry is in the midst of a massive transformation, and Duke Energy needs an innovative, talented team of professionals who represent the diversity of the customers we serve as a foundation for success. An empowered, diverse and inclusive workplace make us a stronger company and provides a competitive advantage for connecting with the ever-changing needs of our customers and communities.

Creating a great place to work

The Company is being intentional about our actions to support our employees and attract diverse talent. We work hard to help ensure that all employees feel that they have an equitable and inclusive experience by leveraging our employee resource groups, as well as diversity and inclusion councils.

PROXY SUMMARY

Highlights Since the 2021 Annual Meeting (page 44)

PROXY SUMMARY

Shareholder Engagement Highlights (pages 25 and 42)

 

The agenda for these conversations spanned a variety of topics:

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Environmental The Company's progress on its goal to reach net-zero carbon emissions from electricity generation by 2050

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Social Our human capital management and diversity, equity, and inclusion initiatives

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Governance Board oversight, diversity, skills, and the changes to the Company's Political Expenditures Policy

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Duke Energy disclosures in response to shareholder feedback

The Company has also prepared numerous disclosures, which are located on the Company’s ESG website at www.duke-energy.com/our-company/esg, which were provided, in part, in response to shareholder feedback on areas of interest, including:

Environmental, Social, and Governance Highlights

PROPOSAL 1:ELECTION OF DIRECTORS

Biographical Information, Skills, and Qualifications of our Board Nominees

Mr. Burks retired from the public accounting firm of Ernst & Young, LLP in 2017, where he served as managing partner of the Indianapolis office for 13 years. Prior to this time, Mr. Burks worked for 24 years for the public accounting firm of Arthur Andersen, where he served for three years as managing partner of the Indianapolis office.

Ms. Clayton has been President and CEO of the North America Operations of Schneider Electric, a global electrical equipment manufacturer, and a member of the Executive Committee since June 2016. She also served as Chief Supply Chain Officer from June 2016 until January 2019. From May 2011 to June 2016, she served as Executive Vice President of Schneider Electric and a Member of the Executive Committee, Hong Kong. Prior to her employment at Schneider Electric, Ms. Clayton served at Dell, Inc. as Vice President of Global Supply Chain Operations and Vice President of Dell Americas operations, and at General Motors as President of their Saturn subsidiary, Corporate Vice President of Global Quality, and a member of their strategy board. Ms. Clayton previously served on the board of directors of Polaris Inc. for 18 years until 2021.

PROPOSAL 1:ELECTION OF DIRECTORS

Mr. Craver was Chairman, President and CEO of Edison International, the parent company of a large California utility and various competitive electric businesses, from 2008 until his retirement in 2016. From 2005 to 2007, Mr. Craver served as CEO of Edison Mission Energy, a subsidiary of Edison International. Prior to his appointment as CEO of Edison Mission Energy, Mr. Craver served as CFO of Edison International from 2000 to 2004. He started at Edison International in 1996 after leaving First Interstate Bancorp, where he was Executive Vice President and Corporate Treasurer. Mr. Craver is a former member of the ESCC, the organization that is the principal liaison between the federal government and the electric power sector responsible for coordinating efforts to prepare for, and respond to, national-level disasters or threats to critical infrastructure. Mr. Craver currently serves as a Senior Advisor to Blackstone’s Global Infrastructure Fund and as a Senior Advisor to Bain & Company. He is also a member of the Economic Advisory Council of the Federal Reserve Bank of San Francisco, on the Board of Advisors of Mobility Impact Partners, and, in 2019, joined the Advisory Board of the Center on Cyber and Technology Innovation, which is a research institute focusing on national security and foreign policy. Mr. Craver will serve as Independent Lead Director upon Michael Browning’s retirement at the Annual Meeting.

PROPOSAL 1:ELECTION OF DIRECTORS

Mr. Davis has been President and CEO of Merck, a global health care company that provides prescription medicines, vaccines, and other health solutions, since July 2021. He became President in April 2021. Prior to that he had been CFO at Merck since April 2014 and CFO and Executive Vice President, Global Services since 2016. Prior to Merck, Mr. Davis worked for Baxter International, Inc. as Corporate Vice President and President of Medical Products from 2010 to 2014, Corporate Vice President and President of Baxter International’s renal business in 2010, Corporate Vice President and CFO from 2006 to 2010, and Treasurer from 2004 to 2006. Mr. Davis previously served on the board of directors of C.R. Bard until its merger with Becton, Dickinson and Company in December 2017.

Ms. Dorsa served as the Executive Vice President and CFO of Public Service Enterprise Group, a diversified energy company, from April 2009 until her retirement in October 2015, and served on its board of directors from February 2003 to April 2009. She also served in numerous senior management positions at Merck, Gilead Sciences, and Avaya prior to joining Public Service Enterprise Group. Ms, Dorsa previously served as a trustee on the boards of the Goldman Sachs Asset Management ETF and Closed End funds.

PROPOSAL 1:ELECTION OF DIRECTORS

Mr. Dunbar has been a developer for solar projects since retiring as Chairman and CEO of Network Solutions in October 2009. He had served as Chairman and CEO since January 2008. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. Mr. Dunbar is a National Association of Corporate Directors Board Leadership Fellow.

Mr. Fanandakis is a retired Executive Vice President of DuPont, a holding company with agriculture, materials science, and specialty products businesses. Mr. Fanandakis served as Executive Vice President and CFO at E.I. du Pont de Nemours and Company from 2009 until January 2019 and as Executive Vice President of DuPont until his retirement in July 2019. Prior to 2009, Mr. Fanandakis served in various plant, marketing, product management, and business director roles in the DuPont organization since 1979.

PROPOSAL 1:ELECTION OF DIRECTORS

Ms. Good has served as Chair, President and CEO of Duke Energy since January 1, 2016, and was Vice Chair, President and CEO of Duke Energy from July 2013 through December 2015. She served as Executive Vice President and CFO of Duke Energy from July 2009 through June 2013.

Mr. Herron was President, CEO and Chief Nuclear Officer of Entergy Nuclear, the nuclear operations of Entergy Corporation, an electric utility, from 2009 until his retirement in 2013. Mr. Herron joined Entergy Nuclear in 2001 and held a variety of positions. He began his career in nuclear operations in 1979 and, through his career, held positions at a number of nuclear stations across the country. Mr. Herron is a director of Ontario Power Generation and also has served on the board of directors of INPO.

PROPOSAL 1:ELECTION OF DIRECTORS

Dr. Kesner is the Dean and the Frank P. Popoff Chair of Strategic Management at the Indiana University Kelley School of Business, becoming the first woman to lead the School in July 2013. Dr. Kesner joined the faculty of the Kelley School of Business in 1995, coming from a titled faculty position at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. In addition to teaching various graduate-level courses in the area of strategic management, Dr. Kesner has taught in more than 100 executive programs and served as a consultant for many national and international firms, working on strategy and board-related issues. Her research has focused on the areas of corporate boards of directors, corporate governance, and mergers and acquisitions, and she has taught a variety of management and strategy courses, including strategic management, crisis management, change management, and management consulting. Ms. Kesner previously served on numerous other public company boards, including most recently the board of Main Street America Group and American Family Insurance after its acquisition of Main Street America Group.

Ms. McKee is a retired Senior Vice President of Corning Incorporated, a manufacturer of components for high-technology systems for consumer electronics, mobile emissions controls, telecommunications, and life sciences. Ms. McKee has over 35 years of experience obtained at Corning, where she held a variety of management positions with increasing levels of responsibility, including Senior Vice President of Human Resources from 1996 until 2010, President of Steuben Glass from 1998 until 2008, and President of The Corning Museum of Glass and The Corning Foundation from 1998 until 2014.

PROPOSAL 1:ELECTION OF DIRECTORS

Mr. Pacilio is a retired Executive Vice President and COO of Exelon Generation, one of the largest competitive power generators in the United States, with the nation’s largest nuclear fleet and a balanced portfolio of natural gas, hydro, wind, and solar generation. Mr. Pacilio had nearly 40 years of experience at Exelon, where he held a variety of management positions within Exelon Nuclear and Exelon Generation, including President and Chief Nuclear Officer, and has held numerous leadership roles outside of Exelon, including leading the nuclear sector’s response to the Fukushima tsunami, helping to develop national industry equipment on digital equipment and cybersecurity, and roles within INPO, the World Nuclear Association, and the Nuclear Energy Institute, where he served on the executive committee of the board of directors.

Mr. Skains was Chairman, President and CEO of Piedmont, a natural gas local distribution business, until his retirement in 2016. He served as Chairman of Piedmont from December 2003 until October 2016, CEO from February 2003 until October 2016, and as President from February 2002 until October 2016, when Piedmont was acquired by Duke Energy and Mr. Skains joined the Board. Prior to his service as President, Mr. Skains served in various roles, including COO and as Senior Vice President, Marketing and Supply Services, where he directed Piedmont’s commercial natural gas activities.

PROPOSAL 1:ELECTION OF DIRECTORS

Mr. Webster was Executive Vice President of Industry Strategy for INPO, a nonprofit organization that promotes the highest levels of safety and reliability in the operation of commercial nuclear power plants, until his retirement in June 2016. Mr. Webster has 34 years of experience obtained at INPO where he held a variety of management positions in the Industry Evaluations, Plant Support, Engineering Support, and Plant Analysis and Emergency Preparedness divisions prior to his retirement. Mr. Webster currently serves as the Chairman of the Japan Nuclear Safety Institute.

The Board of Directors Recommends a Vote “FOR” Each Nominee.

INFORMATION ON THE BOARD OF DIRECTORS

Our Board Leadership Structure

Independence of Directors

INFORMATION ON THE BOARD OF DIRECTORS

INFORMATION ON THE BOARD OF DIRECTORS

Board and Committee Assessments

INFORMATION ON THE BOARD OF DIRECTORS

Board Role in Management Succession

INFORMATION ON THE BOARD OF DIRECTORS

Board Oversight of Risk

INFORMATION ON THE BOARD OF DIRECTORS

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INFORMATION ON THE BOARD OF DIRECTORS

Shareholder Engagement

We conduct extensive governance reviews and investor outreach so that management and the Board understand and consider the issues that matter most to our shareholders and address them effectively. In 2021, we reached out to holders of approximately 36% of Duke Energy’s outstanding common shares, and members of our management and, on occasion, independent members of our Board, including our Independent Lead Director, met with holders of more than one-third of our outstanding shares. We engaged with every shareholder who accepted our offer to meet, as well as every shareholder who requested to meet with us.

During 2021, Duke Energy engaged with shareholders on numerous topics, particularly with regard to environmental, social, and governance matters. Shareholder feedback has been invaluable to us in enhancing our practices, policies, and related disclosures. During 2021, we focused our engagements with shareholders on the following topics:

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Our climate-related goals and progress on those goals, including details regarding proposed generation mixes in the IRPs filed in North Carolina, South Carolina, and Indiana, in particular, as well as the North Carolina carbon reduction legislation, HB 951;

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Our shareholder proposals for the 2021 Annual Meeting;

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Our human capital management and diversity initiatives for our workforce, including how to best manage a just transition for our communities and employees as we transition to cleaner generation sources;

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Board oversight and composition, including diversity and skills, and Board leadership succession planning;

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Our executive compensation program and ways we incorporate our climate-related goals into the metrics; and

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Our lobbying practices and how they are aligned with our corporate climate strategy.

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The Corporate Governance Committee reviewed the feedback from these discussions and the feedback helped to inform decisions discussed in this proxy statement, including providing additional detail on our capital expenditures related to our energy transition in our fourth quarter 2021 earnings materials; the adoption of our goals to reach net-zero emissions for Scope 2 and certain Scope 3 emissions, as discussed on page 3 of this proxy statement; and the preparation of a Climate Report in 2022 to update shareholders on our progress toward our climate-related goals and to include additional net-zero analyses. Additional information on our discussions with shareholders regarding executive compensation matters is provided on page 42.

INFORMATION ON THE BOARD OF DIRECTORS

INFORMATION ON THE BOARD OF DIRECTORS

Audit Committee

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The Audit Committee considers risks and matters related to financial reporting, internal controls, compliance, legal, and cybersecurity and technology.

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As part of its responsibilities, the Audit Committee selects and retains an independent registered public accounting firm to conduct audits of the accounts of Duke Energy and our subsidiaries. Throughout 2021, it reviewed with the independent registered public accounting firm the scope and results of their audits, as well as the accounting procedures, internal controls, and accounting and financial reporting policies and practices of Duke Energy and our subsidiaries, and made reports and recommendations to the Board, as appropriate.

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The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by our independent registered public accounting firm. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging the Independent Auditor for Services, which provides that the Audit Committee will establish detailed services and related fee levels that may be provided by the independent registered public accounting firm. See page 39 of this proxy statement for additional information on the Audit Committee’s preapproval policy.

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The Audit Committee also receives, reviews, and acts on complaints and concerns regarding material accounting, internal controls, and auditing matters, including complaints regarding material misconduct on the part of our executive officers that could lead to significant reputational damage to the Company. Information regarding how to report concerns to the Audit Committee is posted on our website at duke-energy.com/our-company/investors/corporate-governance/report-concerns-to-the-audit-committee.

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The Audit Committee has primary responsibility for the oversight of cybersecurity and technology. As part of this, the Audit Committee receives updates on cybersecurity and grid security issues, compliance with regulations, employee training, and drills at every regularly scheduled Audit Committee meeting. In 2021, the Audit Committee received four updates on cybersecurity. It also receives periodic updates on our digital transformation and the operation of, and enhancements to, our financial systems and business and operational technical systems that affect customer experience.

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The Board has determined that each of the members are “Audit Committee Financial Experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. See pages 12, 13, 14, and 15 for a description of the business experience for Mr. Burks, Ms. Clayton, Mr. Craver, Ms. Dorsa, and Mr. Fanandakis, all of whom are nominated for election at the Annual Meeting. The Audit Committee has also determined that Ms. Dorsa’s service on the audit committees of more than three public companies will not impair her ability to effectively serve on the Audit Committee.

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Each of the members has also been determined to be “independent” within the meaning of the NYSE’s listing standards, Rule 10A-3 of the Exchange Act and Duke Energy’s Standards for Assessing Director Independence. In addition, each of the members meets the financial literacy requirements for audit committee membership under the NYSE’s rules and the rules and regulations of the SEC.

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See pages 24 and 40 for more information on the work of the Audit Committee in 2021.

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INFORMATION ON THE BOARD OF DIRECTORS

Compensation and People Development Committee

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The Compensation and People Development Committee establishes and reviews our overall compensation philosophy, confirms that our policies and philosophy do not encourage excessive or inappropriate risk-taking by our employees, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves certain equity grants and delegates authority to approve others, and reviews the effectiveness of, and approves changes to, compensation programs. It also makes recommendations to the Board on compensation for independent directors.

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Management’s role in the compensation-setting process is to recommend compensation programs and assemble information as required by the committee. When establishing the compensation program for our NEOs, the committee considers input and recommendations from management, including Ms. Good, who attends the Compensation and People Development Committee meetings.

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The Compensation and People Development Committee has engaged FW Cook as its independent compensation consultant. The compensation consultant generally attends each committee meeting and provides advice to the committee at the meetings, including providing, reviewing, and commenting on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent advice to the Compensation and People Development Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation and People Development Committee.

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As part of its responsibilities, the Compensation and People Development Committee also oversees human capital management initiatives, including with respect to diversity, equity, and inclusion, employee engagement, and talent development.

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Each of the members of the Compensation and People Development Committee has been determined to be “independent” within the meaning of the NYSE’s listing standards, Rule 10C-1(b) of the Exchange Act, and Duke Energy’s Standards for Assessing Director Independence.

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Compensation and People Development Committee Interlocks and Insider Participation. During 2021, Ms. McKee, Mr. Browning, Ms. Dorsa, Mr. Dunbar, and Mr. Skains served as members of the Compensation and People Development Committee. None of the Compensation and People Development Committee members were officers or employees of Duke Energy, a former officer of Duke Energy, or had any business relationships requiring review and disclosure under our Related Person Transactions Policy.

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See pages 24, 35, and 41 through 72 of this proxy statement for more information on the work of the Compensation and People Development Committee in 2021.

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INFORMATION ON THE BOARD OF DIRECTORS

Corporate Governance Committee

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The Corporate Governance Committee considers risks and matters related to corporate governance and our policies and practices with respect to environmental, social and governance strategies and goals, including political activities, community affairs, sustainability, and reviewing and understanding proposals by shareholders.

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The Corporate Governance Committee recommends the size and composition of the Board and its committees and recommends potential CEO successors to the Board.

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The Corporate Governance Committee also recommends to the Board the slate of nominees, including any nominees recommended by shareholders, for director at each year’s Annual Meeting and when vacancies occur or in anticipation of other vacancies and needs of the Board, the names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to assist in identifying or evaluating a potential nominee.

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The Corporate Governance Committee performs an annual evaluation of the performance of the CEO with input from the full Board. The Corporate Governance Committee assists the Board in its annual determination of director independence and review of any related person transactions, as well as the Board’s annual assessment of the Board and each of its committees.

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Each of the members of the Corporate Governance Committee has been determined to be “independent” within the meaning of the NYSE’s listing standards and Duke Energy’s Standards for Assessing Director Independence.

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See pages 24, 26, and 31 through 34 of this proxy statement for more information on the work of the Corporate Governance Committee in 2021.

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Finance and Risk Management Committee

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The Finance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise risk at Duke Energy. This oversight function includes reviews of our long-term and short-term financial objectives, evaluating financing requirements, and making recommendations to the Board regarding dividends, financing plans, and fiscal policies.

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The Finance and Risk Management Committee reviews the financial exposure of Duke Energy, as well as mitigation strategies, reviews Duke Energy’s enterprise risk exposures, and provides oversight for the process to assess and manage enterprise risk.

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The Finance and Risk Committee also reviews the financial impacts of major projects and capital expenditures, as well as the financial and risk implications of any significant transaction requiring Board approval.

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INFORMATION ON THE BOARD OF DIRECTORS

Operations and Nuclear Oversight Committee

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The Operations and Nuclear Oversight Committee provides oversight of the nuclear safety, operational and financial performance, as well as operational risks, long-term plans, and strategies of Duke Energy’s nuclear power program. The oversight role is one of review, observation, and comment, and in no way alters management’s authority, responsibility, or accountability.

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The Operations and Nuclear Oversight Committee is also responsible for the oversight of Duke Energy’s environmental, health, and safety goals and policies, including ash management, and the operational performance of Duke Energy’s utilities with regard to energy supply, delivery, fuel procurement, and transportation.

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The Operations and Nuclear Oversight Committee visits each of Duke Energy’s operating nuclear power stations periodically and reviews each station’s nuclear safety, operational, and financial performance.

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The Operations and Nuclear Oversight Committee also reviews the operational and safety performance of our generation assets at every regularly scheduled meeting.

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities, and initiatives. The Corporate Governance Committee’s charter is available on our website at duke-energy.com/our-company/investors/​corporate-governance/board-committee-charters/corporate-governance and is summarized below. Additional information about the Corporate Governance Committee and its members is detailed on page 29 of this proxy statement.

Philosophy and Responsibilities

Governance Policies

Board Composition

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

New Directors Since the 2021 Annual Meeting

Communications and Engagements with Directors

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

DIRECTOR COMPENSATION

The following table describes the compensation earned during 2021 by each individual, other than Ms. Good, who served as a director during 2021.

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(1)

Effective May 6, 2021, Mr. DiMicco retired from the Board and Ms. Dorsa, Mr. Dunbar, and Mr. Pacilio were elected to the Board. Also, effective May 6, 2021, Mr. Kennard’s and Ms. Rose’s service on the Board concluded after they chose not to sit for nomination at the 2021 Annual Meeting due to increased external business and personal commitments. Dr. Kesner was appointed to the Board on November 15, 2021.

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(2)

Mr. Browning, Ms. Clayton, Dr. Kesner, Mr. Pacilio, and Mr. Webster elected to defer $205,000; $125,000; $6,114; $71,428; and $125,000; respectively, of their 2021 cash compensation under the Directors’ Savings Plan.

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(3)

This column reflects the grant date fair value of the stock awards granted to each eligible director during 2021. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 21 of the Consolidated Financial Statements contained in our 2021 Form 10-K for an explanation of the assumptions made in valuing these awards. In May 2021, each sitting director on the Board received an annual stock retainer in the form of 1,591 shares of Duke Energy common stock. Mr. Browning, Ms. Clayton, Mr. Skains, and Mr. Webster elected to defer their 2021 – 2022 stock retainer of Duke Energy shares under the Directors’ Savings Plan. In addition, Dr. Kesner received a prorated portion of the 2021 – 2022 annual stock retainer in the form of 747 shares of Duke Energy common stock, upon joining the Board in November 2021.

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(4)

The All Other Compensation column includes the following for 2021:

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