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Derrick Burks
Annette K. Clayton Theodore F. Craver, Jr. Robert M. Davis Caroline Dorsa |
| |
W. Roy Dunbar
Nicholas C. Fanandakis John T. Herron Idalene F. Kesner |
| |
E. Marie McKee
Michael J. Pacilio Thomas E. Skains William E. Webster, Jr. |
|
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Notice of 2023
Annual Meeting of Shareholders |
| |
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|
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Items of Business
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| |
Board’s Voting
Recommendation |
| | ||||||
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1
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| |
Election of Directors
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2
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Ratification of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2023
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3
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| |
Advisory vote to approve Duke Energy’s named executive officer compensation
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| | | | |
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4
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| |
Advisory vote on the frequency of the vote on executive compensation
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![]()
AN ADVISORY VOTE
EVERY YEAR
|
| | |||
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5
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| |
Approval of the Duke Energy Corporation 2023 Long-Term Incentive Plan
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| | |||
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6
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Shareholder proposal regarding simple majority vote
|
| |
NO
RECOMMENDATION |
| | |||
|
7
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| |
Shareholder proposal regarding formation of committee to evaluate decarbonization risk
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| | |||
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8
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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
www.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 |
| |
![]()
Attend the annual meeting at
www.virtualshareholdermeeting. com/DUK2023 and vote during the Annual Meeting.
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 |
|
|
Dated: March 23, 2023
|
| |
By order of the Board of Directors,
|
|
| | | |
![]() |
|
| | | |
Kodwo Ghartey-Tagoe
Executive Vice President, Chief Legal Officer and Corporate Secretary |
|
| RULES OF CONDUCT FOR THE ANNUAL MEETING | | | | | 1 | | |
| PROXY SUMMARY | | | | | 2 | | |
| | | | | 12 | | | |
| INFORMATION ON THE BOARD OF DIRECTORS | | | | | 21 | | |
| REPORT OF THE CORPORATE GOVERNANCE COMMITTEE | | | | | 32 | | |
| DIRECTOR COMPENSATION | | | | | 35 | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | 37 | | |
| | | | | 39 | | | |
| REPORT OF THE AUDIT COMMITTEE | | | | | 40 | | |
| | | | | 41 | | | |
| | | | | 41 | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | | | | 42 | | |
| EXECUTIVE COMPENSATION | | | | | 61 | | |
| | | | | 78 | | | |
| | | | | 79 | | | |
| | | | | 88 | | | |
| | | | | 90 | | | |
| FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | | | | | 92 | | |
| OTHER INFORMATION | | | | | 95 | | |
| GLOSSARY OF TERMS | | | | | 98 | | |
| | | | | 99 | | | |
| | | | | 101 | | | |
| | | | | 102 | | |
|
DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| |
Duke Energy strives to provide our shareholders at the online-only Annual Meeting the same rights that they would have had at an in-person meeting and an enhanced opportunity for participation and discourse.
•
Shareholders who have submitted a proposal for the Annual Meeting are given the choice of recording the presentation of their proposal in advance or presenting their proposal live via a third-party operated telephone line.
•
A representative of Broadridge Financial Solutions has been appointed as the independent inspector of elections.
•
Shareholders as of the record date who would like to submit questions in writing in advance of the Annual Meeting may do so by visiting our pre-meeting forum at www.proxyvote.com using their 16-digit control number.
•
Shareholders participating in the Annual Meeting live via webcast may also submit questions in writing during the Annual Meeting. Shareholders are encouraged to provide their name and contact information in case the Company needs to contact them after the Annual Meeting.
•
Individuals who are not shareholders as of the record date who are interested in viewing or listening to the Annual Meeting will be allowed to check-in to www.virtualshareholdermeeting.com/DUK2023 to view the Annual Meeting as a guest, or listen to the Annual Meeting toll-free at 877.328.2502.
•
Questions submitted by shareholders will be read during the Annual Meeting unedited. Of course, questions that are of an inappropriate personal nature or that use offensive language will not be read at the Annual Meeting or posted on our website after the Annual Meeting. Questions regarding technical issues related to the Annual Meeting will be referred to technical support personnel to respond separately. Similarly, questions regarding the availability or location of proxy materials will be responded to separately.
•
We will post answers to all questions received in advance of or during the Annual Meeting, including those questions that we do not answer during the Annual Meeting, on our website at investors.duke-energy.com/events-and-presentations/default.aspx under “05/04/2023 – Annual Meeting of Shareholders.” All unedited questions and the answers to those questions, as well as a video replay of the Annual Meeting, will be available on our website until the release of the proxy statement for the 2024 Annual Meeting.
•
Questions on topics that have been previously asked and answered during the Annual Meeting will be answered after the Annual Meeting and posted on our website at investors.duke-energy.com/events-and-presentations/default.aspx under “05/04/2023 – Annual Meeting of Shareholders” along with all other submitted questions.
•
The Question and Answer portion of the Annual Meeting will end upon the earlier of 2:00 p.m. Eastern time, or after all question topics that are not of an inappropriate nature have been answered.
|
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 1
|
|
|
12 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
Derrick Burks
![]() ![]() ![]() ![]() ![]() ![]() |
| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 66
Director of Duke Energy since 2022 Retired Managing Partner of Ernst & Young, LLP, Indianapolis office |
| |
Committees:
•
Audit Committee
•
Finance and Risk Management Committee
Other current public directorships:
•
Equity LifeStyle Properties, Inc.
•
Kite Realty Group Trust KRG
|
|
| |
Skills and qualifications:
Mr. Burks’ qualifications for election include his experience as an independent public accountant for large corporations and public companies requiring SEC expertise during his time with Ernst & Young and Arthur Andersen, including initial public offerings requiring SEC expertise. Throughout his career he has served companies in various industries, including energy and utilities, and obtained valuable expertise in the areas of environmental operations and regulations, ESG, regulatory, and risk management. His skills and experience in this area, as well as his knowledge of the Indiana service territory, are valuable contributions to the Board.
|
| |
Annette K. Clayton
![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() |
| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 59
Director of Duke Energy since 2019 President and CEO, North America Operations, Schneider Electric SA |
| |
Committees:
•
Audit Committee
•
Operations and Nuclear Oversight Committee
Other current public directorships:
•
NXP Semiconductors N.V.
|
|
| |
Skills and qualifications:
|
| |
| |
Ms. Clayton’s qualifications for election include her experience as senior management of Schneider Electric overseeing the strategic direction and financial accountability of the company’s North America operations. In her role as President and CEO of Schneider Electric North America, she has gained experience in customer service through her direct responsibility for the customer call centers, in cybersecurity and technology through Schneider Electric’s work with the government on cybersecurity infrastructure, and the digital transformation of their supply chain, and in environmental regulations, clean energy and ESG issues through work with Schneider Electric’s sustainability division, through her oversight of Schneider Electric’s Safety and Environment function, and as a Thought Leader on sustainable procurement for manufacturing with the World Economic Forum in Davos, Switzerland. She also has human capital management experience through her work on talent management initiatives, succession planning, and supply chain workforce planning at Schneider Electric. These skills uniquely fit the skillsets that benefit Duke Energy in our corporate strategy.
|
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 13
|
|
Theodore F. Craver, Jr.
![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() |
| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 71
Independent Lead Director Director of Duke Energy since 2017 Retired Chairman, President and CEO, Edison International |
| |
Committees:
•
Compensation and People Development Committee
•
Corporate Governance Committee (Chair)
Other current public directorships:
•
Wells Fargo & Company
|
|
| |
Skills and qualifications:
|
| |
| |
Mr. Craver’s qualifications for election include his experience as CEO of Edison International, which gives him in-depth knowledge of the utility industry and the regulatory arena, including environmental regulations, as well as his financial and risk management experience obtained as a CFO at Edison International, and at First Interstate Bancorp as the Chair of the Asset and Liability Committee, which was responsible for the oversight of risk management within the organization. Mr. Craver’s experience in the industry also gives him a keen awareness of the needs of utility customers during this time of industry change. In addition, Mr. Craver’s experience with grid cybersecurity as a member of the Steering Committee of the ESCC and as a member of the Advisory Board of the Center on Cyber and Technology Innovation gives him insight into this crucial area for Duke Energy. In 2018, he earned the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.
|
| |
|
14 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
Robert M. Davis
![]() ![]() ![]() ![]() |
| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 56
Director of Duke Energy since 2018 President and CEO, Merck & Co. Inc. |
| |
Committees:
•
Corporate Governance Committee
•
Finance and Risk Management Committee (Chair)
Other current public directorships:
•
Merck
|
|
| |
Skills and qualifications:
|
| |
| |
Mr. Davis’ qualifications for election include his significant experience in regulatory matters, finance, and risk management obtained during his service as the CEO of Merck and as CFO prior to that. During his service as CFO, enterprise risk management and finance were within his areas of responsibility. In addition, he gained significant experience in these areas while serving in a variety of management and finance roles at Baxter International. Mr. Davis’ legal knowledge, obtained when he earned his Doctor of Jurisprudence, adds additional insight to the Board’s discussions of legal and risk issues. Mr. Davis also has significant experience with technology and cybersecurity as a result of his direct oversight of those areas during his time as CFO of Merck and at Baxter International. Mr. Davis’ experience at Merck provides valuable insight into navigating an industry undergoing rapid transformation.
|
| |
| |
Skills and qualifications:
|
| |
| |
Ms. Dorsa’s qualifications for election include her financial acumen, her cybersecurity and technology experience, and her understanding of the regulatory and human capital management risks in the energy industry, gained during her time at Public Service Enterprise Group, where she served as a member of the board of directors, Executive Vice President and CFO, head of the finance department, and was directly responsible for the information technology and business development groups.
|
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 15
|
|
W. Roy Dunbar
![]() ![]() ![]() ![]() ![]() ![]() |
| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 61
Director of Duke Energy since 2021 Retired Chairman and CEO of Network Solutions, LLC |
| |
Committees:
•
Compensation and People Development Committee
•
Operations and Nuclear Oversight Committee
Other current public directorships:
•
Johnson Controls International, PLC
•
McKesson Corporation
•
SiteOne Landscape Supply, Inc.
|
|
| |
Skills and qualifications:
|
| |
| |
Mr. Dunbar’s qualifications for election include his experience and insight into environmental regulations, clean energy, ESG issues, and the energy industry during his time as a solar developer and his deep experience across a number of functional disciplines, including the application of information technology across different business sectors. The variety of these experiences in these areas, which are critical to the success of the Company’s strategy make him a uniquely qualified member of the Board.
|
| |
Nicholas C. Fanandakis
![]() ![]() ![]() ![]() ![]() |
| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 66
Director of Duke Energy since 2019 Retired Executive Vice President, DuPont de Nemours, Inc. (fka DowDuPont, Inc.) |
| |
Committees:
•
Audit Committee (Chair)
•
Finance and Risk Management Committee
Other current public directorships:
•
FTI Consulting, Inc.
•
ITT Inc.
|
|
| |
Skills and qualifications:
|
| |
| |
Mr. Fanandakis’ qualifications for election include his management experience gained during his career in numerous areas of DuPont. In addition to his management experience, Mr. Fanandakis’ expertise in finance, tax, banking, and risk management at a company undergoing transformation is an asset to Duke Energy’s Board.
|
| |
|
16 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
Lynn J. Good
![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() |
| ||||||
Non-Independent Director Nominee
Chair |
| ||||||
![]() |
| |
Age: 63
Director of Duke Energy since 2013 Chair, President and CEO, Duke Energy Corporation |
| |
Committees:
•
None
Other current public directorships:
•
The Boeing Company
|
|
| |
Skills and qualifications:
|
| |
| |
Ms. Good is our Chair, President and CEO and was previously our CFO. Her extensive financial and risk management background, as well as her knowledge of the affairs of Duke Energy and our business make her uniquely suited to lead our Board and Duke Energy. Her many years of experience in the utility industry, her knowledge of the associated regulatory issues, technologies, environmental regulations, and customer focus, provide valuable resources for the Board.
|
| |
| |
Skills and qualifications:
|
| |
| |
Mr. Herron’s qualifications for election include his knowledge and extensive insight gained as a senior executive in the utility industry, including his three decades of experience in nuclear energy. In addition to his nuclear expertise, during Mr. Herron’s career, and particularly during his time as CEO and Chief Nuclear Officer of Entergy Nuclear, he gained significant financial, regulatory, and environmental expertise, as well as an understanding of utility customers. He also obtained risk management expertise, a required skill for those tasked with overseeing the operation of nuclear power plants. Mr. Herron also had direct responsibility for the management of cybersecurity as CEO and Chief Nuclear Officer of Entergy Nuclear.
|
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 17
|
|
Idalene F. Kesner
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| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 65
Director of Duke Energy since 2021 Dean Emerita, Indiana University Kelley School of Business |
| |
Committees:
•
Corporate Governance Committee
•
Finance and Risk Management Committee
Other current public directorships:
•
Berry Global Group, Inc.
•
Olympic Steel, Inc.
|
|
| |
Skills and qualifications:
|
| |
| |
Dr. Kesner’s qualifications for election include her risk governance, strategy, executive succession and executive training and development expertise obtained as part of her educational background, as well as her work on the boards of other highly regulated companies, and her customer service and regulatory knowledge obtained as a leader at Indiana University, a public state organization.
|
| |
| |
Skills and qualifications:
|
| |
| |
Ms. McKee’s qualifications for election include her senior management experience in human resources, which provides her with a thorough knowledge of ESG, human capital management, and compensation practices. Her prior experience as a senior executive of Corning Incorporated has also given her excellent operating skills and an understanding of environmental regulations, technology, and risk management with regard to the manufacturing process, which aids the Board in its oversight of environmental and health and safety matters.
|
| |
|
18 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
Michael J. Pacilio
![]() ![]() ![]() ![]() ![]() |
| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 62
Director of Duke Energy since 2021 Retired Executive Vice President and COO, Exelon Generation, Exelon Corp. |
| |
Committees:
•
Audit Committee
•
Operations and Nuclear Oversight Committee
Other current public directorships:
•
None
|
|
| |
Skills and qualifications:
|
| |
| |
Mr. Pacilio’s qualifications for election include his extensive knowledge of the nuclear industry, which relies heavily on an understanding and application of risk management and regulatory expertise. His understanding of the financial, operational, and environmental requirements for carbon-free generation, including nuclear, wind, and solar, will provide valuable insight to the Board as the Company navigates our clean energy transition. In addition, Mr. Pacilio’s cybersecurity and technology experience within the industry will be valuable as the Company continues to utilize digital innovation to become more efficient.
|
| |
| |
Skills and qualifications:
|
| |
| |
Mr. Skains’ qualifications for election include his financial and risk management expertise and public company governance and strategy gained during his time as Chairman, President and CEO of Piedmont. His time at Piedmont also provided him with in-depth knowledge of the natural gas industry, the environmental regulations related to the industry, and the needs of natural gas customers, which is helpful to Duke Energy as we expand our natural gas local distribution business. His prior experience as a corporate energy attorney also gives Mr. Skains insight on legal and regulatory compliance matters.
|
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 19
|
|
William E. Webster, Jr.
![]() ![]() ![]() ![]() ![]() ![]() |
| ||||||
Independent Director Nominee | | ||||||
![]() |
| |
Age: 69
Director of Duke Energy since 2016 Retired Executive Vice President, Institute of Nuclear Power Operations |
| |
Committees:
•
Corporate Governance Committee
•
Operations and Nuclear Oversight Committee
Other current public directorships:
•
None
|
|
| |
Skills and qualifications:
|
| |
| |
Mr. Webster’s qualifications for election include the extensive knowledge he gained during his 34 years in the nuclear industry, including experience with respect to environmental laws and reporting for the nuclear industry, and his regulatory expertise through his interface with the NRC on making new nuclear safety rules after the Fukushima accident in Japan. At INPO, Mr. Webster also was responsible for the development of risk management guidelines for the nuclear industry. These skills, as well as his operational and engineering expertise, are an asset to the Board and its committees as the Company focuses on operational excellence.
|
| |
|
20 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 21
|
|
|
The Board met nine times during 2022 and as of the date of this proxy statement, has met once so far in 2023. During the 2022 Board meetings, our Board held five executive sessions with independent directors only.
Directors are expected to attend at least 75% of Board meetings and the meetings of the committees upon which he or she serves. The overall attendance percentage for our directors was approximately 99% in 2022. Directors are also encouraged to attend the Annual Meeting. All directors who were directors at the time of last year’s Annual Meeting on May 5, 2022, attended the 2022 Annual Meeting.
|
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|
|
22 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 23
|
|
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24 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 25
|
|
|
26 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
Name
|
| |
Audit
|
| |
Compensation
and People Development |
| |
Corporate
Governance |
| |
Finance and Risk
Management |
| |
Operations and Nuclear
Oversight |
|
| Derrick Burks | | |
✓
|
| | | | | | | |
✓
|
| | | |
| Annette K. Clayton | | |
✓
|
| | | | | | | | | | |
✓
|
|
| Theodore F. Craver, Jr. | | | | | |
✓
|
| |
C
|
| | | | | | |
| Robert M. Davis | | | | | | | | |
✓
|
| |
C
|
| | | |
| Caroline Dorsa | | |
✓
|
| |
✓
|
| | | | | | | | | |
| W. Roy Dunbar | | | | | |
✓
|
| | | | | | | |
✓
|
|
| Nicholas C. Fanandakis | | |
C
|
| | | | | | | |
✓
|
| | | |
| Lynn J. Good | | | | | | | | | | | | | | | | |
| John T. Herron | | | | | | | | | | | |
✓
|
| |
C
|
|
| Idalene F. Kesner | | | | | | | | |
✓
|
| |
✓
|
| | | |
| E. Marie McKee | | | | | |
C
|
| |
✓
|
| | | | | | |
| Michael J. Pacilio | | |
✓
|
| | | | | | | | | | |
✓
|
|
| Thomas E. Skains | | | | | |
✓
|
| |
✓
|
| | | | | | |
| William E. Webster, Jr. | | | | | | | | |
✓
|
| | | | |
✓
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 27
|
|
| |
Meetings in 2022: 7
|
| | | | | | | |
| |
![]()
Nicholas C. Fanandakis,
Chair |
| |
Committee Members
Nicholas C. Fanandakis, Chair*
Derrick Burks* Annette K. Clayton* Caroline Dorsa* Michael J. Pacilio*
*
Designated as an Audit Committee
Financial Expert by the Board
|
| |
![]() |
| |
|
28 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| |
Meetings in 2022: 7
|
| | | | | | | |
| |
![]()
E. Marie McKee
Chair |
| |
Committee Members
E. Marie McKee, Chair Theodore F. Craver, Jr. Caroline Dorsa W. Roy Dunbar Thomas E. Skains |
| |
![]() |
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 29
|
|
| |
Meetings in 2022: 5
|
| | | | | | | |
| |
![]()
Theodore F. Craver, Jr.
Chair |
| |
Committee Members
Theodore F. Craver, Jr., Chair Robert M. Davis Idalene F. Kesner E. Marie McKee Thomas E. Skains William E. Webster, Jr. |
| |
![]() |
| |
| |
Meetings in 2022: 6
|
| | | | | | | |
| |
![]()
Robert M. Davis
Chair |
| |
Committee Members
Robert M. Davis, Chair Derrick Burks Nicholas C. Fanandakis John T. Herron Idalene F. Kesner |
| |
![]() |
| |
|
30 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| |
Meetings in 2022: 4
|
| | | | | | | |
| |
![]()
John T. Herron
Chair |
| |
Committee Members
John T. Herron, Chair Annette K. Clayton W. Roy Dunbar Michael J. Pacilio William E. Webster, Jr. |
| |
![]() |
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 31
|
|
|
32 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 33
|
|
|
34 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 35
|
|
|
Name
|
| |
Fees Earned
or Paid in Cash ($)(2) |
| |
Stock
Awards ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| ||||||||||||
| Michael G. Browning(1) | | | | | 62,307 | | | | | | 0 | | | | | | 11,201 | | | | | | 73,508 | | |
| Derrick Burks(1) | | | | | 104,513 | | | | | | 203,571 | | | | | | 3,711 | | | | | | 311,795 | | |
| Annette K. Clayton | | | | | 125,000 | | | | | | 175,000 | | | | | | 3,252 | | | | | | 303,252 | | |
| Theodore F. Craver, Jr. | | | | | 169,616 | | | | | | 175,000 | | | | | | 3,752 | | | | | | 348,368 | | |
| Robert M. Davis | | | | | 140,000 | | | | | | 175,000 | | | | | | 3,752 | | | | | | 318,752 | | |
| Caroline Dorsa | | | | | 125,000 | | | | | | 175,000 | | | | | | 3,752 | | | | | | 303,752 | | |
| W. Roy Dunbar | | | | | 125,000 | | | | | | 175,000 | | | | | | 1,752 | | | | | | 301,752 | | |
| Nicholas C. Fanandakis | | | | | 141,346 | | | | | | 175,000 | | | | | | 1,252 | | | | | | 317,598 | | |
| John T. Herron | | | | | 145,000 | | | | | | 175,000 | | | | | | 3,752 | | | | | | 323,752 | | |
| Idalene F. Kesner | | | | | 125,000 | | | | | | 175,000 | | | | | | 3,752 | | | | | | 303,752 | | |
| E. Marie McKee | | | | | 145,000 | | | | | | 175,000 | | | | | | 3,752 | | | | | | 323,752 | | |
| Michael J. Pacilio | | | | | 125,000 | | | | | | 175,000 | | | | | | 3,752 | | | | | | 303,752 | | |
| Thomas E. Skains | | | | | 125,000 | | | | | | 175,000 | | | | | | 3,693 | | | | | | 303,693 | | |
| William E. Webster, Jr. | | | | | 125,000 | | | | | | 175,000 | | | | | | 3,752 | | | | | | 303,752 | | |
|
Name
|
| |
Business
Travel Accident Insurance ($) |
| |
Charitable
Contributions ($) |
| |
Total
($) |
| |||||||||
| Michael G. Browning | | | | | 85 | | | | | | 11,000 | | | | | | 11,201* | | |
| Derrick Burks | | | | | 211 | | | | | | 3,500 | | | | | | 3,711 | | |
| Annette K. Clayton | | | | | 252 | | | | | | 3,000 | | | | | | 3,252 | | |
| Theodore F. Craver, Jr. | | | | | 252 | | | | | | 3,500 | | | | | | 3,752 | | |
| Robert M. Davis | | | | | 252 | | | | | | 3,500 | | | | | | 3,752 | | |
| Caroline Dorsa | | | | | 252 | | | | | | 3,500 | | | | | | 3,752 | | |
| W. Roy Dunbar | | | | | 252 | | | | | | 1,500 | | | | | | 1,752 | | |
| Nicholas C. Fanandakis | | | | | 252 | | | | | | 1,000 | | | | | | 1,252 | | |
| John T. Herron | | | | | 252 | | | | | | 3,500 | | | | | | 3,752 | | |
| Idalene F. Kesner | | | | | 252 | | | | | | 3,500 | | | | | | 3,752 | | |
| E. Marie McKee | | | | | 252 | | | | | | 3,500 | | | | | | 3,752 | | |
| Michael J. Pacilio | | | | | 252 | | | | | | 3,500 | | | | | | 3,752 | | |
| Thomas E. Skains | | | | | 252 | | | | | | 3,441 | | | | | | 3,693 | | |
| William E. Webster, Jr. | | | | | 252 | | | | | | 3,500 | | | | | | 3,752 | | |
|
|
36 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
Name or Identity of Group
|
| |
Total Shares
Beneficially Owned(1) |
| |
Percent
of Class |
| ||||||
| Derrick Burks | | | | | 193 | | | | | | * | | |
| Annette K. Clayton | | | | | 13,650 | | | | | | * | | |
| Theodore F. Craver, Jr. | | | | | 11,524 | | | | | | * | | |
| Robert M. Davis | | | | | 10,013 | | | | | | * | | |
| Caroline Dorsa | | | | | 6,032 | | | | | | * | | |
| W. Roy Dunbar | | | | | 3,229 | | | | | | * | | |
| Nicholas C. Fanandakis | | | | | 7,002 | | | | | | * | | |
| Kodwo Ghartey-Tagoe | | | | | 19,050 | | | | | | | | |
| Lynn J. Good | | | | | 437,496 | | | | | | * | | |
| John T. Herron | | | | | 26,645 | | | | | | * | | |
| Dhiaa M. Jamil | | | | | 60,255 | | | | | | * | | |
| Julia S. Janson | | | | | 44,102 | | | | | | * | | |
| Idalene F. Kesner | | | | | 3,879 | | | | | | * | | |
| E. Marie McKee | | | | | 177 | | | | | | * | | |
| Michael J. Pacilio | | | | | 1,800 | | | | | | * | | |
| Brian D. Savoy | | | | | 15,921 | | | | |||||
| Thomas E. Skains | | | | | 27,535 | | | | | | * | | |
| William E. Webster, Jr. | | | | | 4,529 | | | | | | * | | |
| Steven K. Young | | | | | 121,700 | | | | | | * | | |
|
Directors and executive officers as a group (25)
|
| | | | 878,625 | | | | | | * | | |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 37
|
|
|
Name or Identity of Group
|
| |
Number of Units
|
| |||
| Derrick Burks | | | | | 1,932 | | |
| Annette K. Clayton | | | | | 13,650 | | |
| Theodore F. Craver, Jr. | | | | | 15,398 | | |
| Robert M. Davis | | | | | 10,013 | | |
| Caroline Dorsa | | | | | 6,032 | | |
| W. Roy Dunbar | | | | | 3,229 | | |
| Nicholas C. Fanandakis | | | | | 7,002 | | |
| Kodwo Ghartey-Tagoe | | | | | 20,286 | | |
| Lynn J. Good | | | | | 437,587 | | |
| John T. Herron | | | | | 26,645 | | |
| Dhiaa M. Jamil | | | | | 62,558 | | |
| Julia S. Janson | | | | | 44,359 | | |
| Idalene F. Kesner | | | | | 3,879 | | |
| E. Marie McKee | | | | | 72,269 | | |
| Michael J. Pacilio | | | | | 3,274 | | |
| Brian D. Savoy | | | | | 18,165 | | |
| Thomas E. Skains | | | | | 27,535 | | |
| William E. Webster, Jr. | | | | | 13,603 | | |
| Steven K. Young | | | | | 122,310 | | |
|
Name or Identity of Beneficial Owner
|
| |
Shares of Common Stock
Beneficially Owned |
| |
Percentage
|
| ||||||
|
The Vanguard Group(1)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 70,510,251 | | | | | | 9.16% | | |
|
BlackRock Inc.(2)
40 East 52nd Street New York, NY 10022 |
| | | | 59,699,444 | | | | | | 7.8% | | |
|
State Street Corporation(3)
State Street Financial Center One Lincoln Street Boston, MA 02111 |
| | | | 44,043,833 | | | | | | 5.72% | | |
|
38 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
Type of Fees
|
| |
2022
|
| |
2021
|
| ||||||
| Audit Fees(1) | | | | $ | 13,660,000 | | | | | $ | 13,160,000 | | |
| Audit-Related Fees(2) | | | | $ | 1,716,000 | | | | | $ | 1,496,000 | | |
| Tax Fees(3) | | | | $ | 0 | | | | | $ | 20,000 | | |
| All Other Fees(4) | | | | $ | 30,000 | | | | | $ | 30,000 | | |
| Total fees: | | | | $ | 15,406,000 | | | | | $ | 14,706,000 | | |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 39
|
|
|
40 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 41
|
|
|
Name
|
| |
Title
|
|
| Lynn J. Good | | | Chair, President and CEO | |
| Brian D. Savoy | | | Executive Vice President and CFO* | |
| Steven K. Young | | | Executive Vice President and Chief Commercial Officer (and former CFO) | |
| Dhiaa M. Jamil | | | Executive Vice President and COO | |
| Julia S. Janson | | | Executive Vice President and CEO, Duke Energy Carolinas | |
| Kodwo Ghartey-Tagoe | | | Executive Vice President, Chief Legal Officer and Corporate Secretary | |
|
•
Our compensation program is designed to link pay to performance, with the goal of attracting and retaining talented executives, rewarding individual performance, sustaining long-term performance, and aligning the interests of our management team with those of key stakeholders, including shareholders and customers.
•
Our compensation program provides significant upside and downside potential depending on actual results, as compared to predetermined goals for success.
•
When establishing our executive compensation program for 2022, we took into consideration the evolving nature of our business strategy along with a focus on maximizing long-term value for our shareholders and providing safe, reliable, and cost-effective service to our customers.
|
| |
![]() |
|
|
42 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 43
|
|
|
44 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 45
|
|
| | | | | |
Element
|
| | |
Performance Metrics Aligned to Strategy
|
| |
| |
Base Salary
|
| | |
•
Cash
|
| | | | | |
| |
Short-Term
Incentive |
| | |
•
Short-Term Cash Incentive
|
| | |
Measured over a one-year period:
•
Adjusted EPS
•
O&M
•
Operational Excellence (safety, environmental, and reliability)
•
Customer Satisfaction
•
Climate (non-emitting MW capacity growth)
•
Individual Performance Modifier (based on individual goals and performance)
|
| |
| |
Long-Term
Equity Incentive |
| | |
•
Performance Shares (70%)
|
| | |
Measured over a three-year period:
•
Cumulative Adjusted EPS
•
Relative TSR
•
Safety
|
| |
|
•
RSUs (30%)
|
| | |
•
Subject to continued employment, vest in equal installments on the first three anniversaries of the date of grant
|
| |
|
46 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| | | | | | ||||||
|
AT DUKE ENERGY WE…
|
| |
AT DUKE ENERGY WE DO NOT…
|
| ||||||
|
![]() |
| |
Integrate key performance metrics in our incentive plans relating to environmental, climate, safety, and customer initiatives
|
| |
![]() |
| |
Provide tax gross-ups to NEOs
|
|
|
![]() |
| |
Require significant stock ownership, including 6x base salary for our CEO and 3x base salary for other NEOs
|
| |
![]() |
| |
Permit hedging or pledging of Duke Energy securities
|
|
|
![]() |
| |
Maintain a stock retention policy
|
| |
![]() |
| |
Provide “single trigger” vesting of stock awards upon a change in control
|
|
|
![]() |
| |
Tie equity and cash-based incentive compensation to a clawback policy
|
| |
![]() |
| |
Provide employment agreements to a broad group
|
|
|
![]() |
| |
Use an independent compensation consultant retained by and reporting directly to the Compensation and People Development Committee to advise on compensation matters
|
| |
![]() |
| |
Encourage excessive or inappropriate risk-taking through our compensation program
|
|
|
![]() |
| |
Review tally sheets on an annual basis
|
| |
![]() |
| |
Provide excessive perquisites
|
|
|
![]() |
| |
Consider shareholder feedback and the prior year’s “say-on-pay” vote
|
| |
![]() |
| |
Provide dividend equivalents on unearned performance shares
|
|
|
![]() |
| |
Require that equity awards must be subject to a one-year minimum vesting period, subject to limited exceptions
|
| | | ||||
|
![]() |
| |
Disclose performance targets for the performance share cycle granted in the most recent year
|
| | | |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 47
|
|
|
Name
|
| | | ||||
| Lynn J. Good | | | | | 175% | | |
| Brian D. Savoy | | | | | 90% | | |
| Steven K. Young | | | | | 100% | | |
| Dhiaa M. Jamil | | | | | 105% | | |
| Julia S. Janson | | | | | 100% | | |
| Kodwo Ghartey-Tagoe | | | | | 90% | | |
|
48 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| |
Goal Setting Process
Financial Performance Measures. The Compensation and People Development Committee believes that tying a portion of the STI payments to adjusted basic EPS aligns pay outcomes of our NEOs with the interests of shareholders and other stakeholders.
•
When setting financial goals, the Compensation and People Development Committee reviews our long-term financial plan, as well as the current economic and regulatory environment and expectations for investment opportunities.
•
The Compensation and People Development Committee calibrates the adjusted basic EPS goal with our publicly announced guidance range and considers industry comparisons and growth expectations to establish the threshold, target, and maximum performance levels.
•
For 2022, our adjusted EPS guidance range was originally set at $5.30 to $5.60, and the adjusted basic EPS target under the 2022 STI plan was set in the middle of this guidance range at $5.45. This target exceeded actual adjusted basic EPS of $5.24 in 2021.
Operational Performance Measures. The Compensation and People Development Committee sets operational performance measure targets at challenging levels to drive long-term growth and success. Stretch performance levels are set to motivate employees to strive for continuous improvement.
|
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 49
|
|
|
Objective(1)
|
| |
Weight
|
| |
Threshold
(25%) |
| |
Target
(100%) |
| |
Maximum(2)
|
| |
Result
|
| |
Sub-Total
|
| |
Payout
|
| |||||||||||||||||||||
|
Adjusted Basic EPS
|
| | | | 50% | | | | | $ | 5.25 | | | | | $ | 5.45 | | | | | $ | 5.60 | | | | | $ | 5.41 | | | | | | | | | | | | 85.00%(3) | | |
|
O&M Expense
|
| | | | 12.5% | | | | | $ | 5,365M | | | | | $ | 5,215M | | | | | $ | 5,065M | | | | | $ | 5,239M | | | | | | | | | | | | 87.95% | | |
|
Operational Excellence
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 109.81% | | |
|
(a) Reliability Index(4)
|
| | | | 6.25% | | | | | | 25 | | | | | | 100 | | | | | | 175 | | | | | | 94.61 | | | | | | 94.61% | | | | | | | | |
|
(b) Safety/Environmental
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
TICR Employees
|
| | | | 3.125% | | | | | | 0.48 | | | | | | 0.36 | | | | | | 0.30 | | | | | | 0.40 | | | | | | 75% | | | | | | | | |
|
Reportable Environmental Events
|
| | | | 3.125% | | | | | | 10 | | | | | | 5 | | | | | | 2 | | | | | | 0 | | | | | | 175% | | | | | | | | |
|
Customer Satisfaction
|
| | | | 12.5% | | | | | | 43 | | | | | | 47 | | | | | | 51 | | | | | | 46.7 | | | | | | | | | | | | 94.38% | | |
|
Climate (Non-Emitting MW Capacity Growth)(5)
|
| | | | 12.5% | | | | | | 1,200 | | | | | | 1,600 | | | | | | 2,000 | | | | | | 1,779 | | | | | | | | | | | | 133.56% | | |
| |
Corporate Metrics
|
| |
Description/Rationale
|
| |
|
Financial Metrics
|
| | | |
|
Adjusted Basic EPS
|
| |
A widely accepted, easily understood, and important metric used to evaluate the success of our performance. This metric is one of the factors that impacts the market value of our common stock, which aligns the interests of shareholders and executives.
|
|
|
O&M Expense
|
| |
A measure that includes those costs necessary to support daily operations, as well as operate and maintain the operating efficiency and productive life of assets. Carefully managing expenses enables us to make investments while mitigating customer costs.
|
|
| |
Operational Excellence Metrics
|
| |
|
Reliability Index
|
| | | |
|
Generation – Nuclear Annual Unit Capability Factor
|
| |
The percentage of maximum energy generation that the nuclear fleet is capable of supplying to the electrical grid and limited only by factors within the control of plant management.
|
|
|
Generation – Regulated and Renewable Energy Coal/CC Tiers 1-2 Equivalent Forced Outage Factor
|
| |
A measure of the reliability of the Regulated and Renewable Energy fleet calculated by comparing the sum of forced outage hours and equivalent forced derated hours to the period hours for each of those units.
|
|
|
Commercial Renewables Availability
|
| |
A measure that compares the actual generation to expected generation based on the wind and solar resource measured at each generation asset.
|
|
|
Electric Grid – T&CD System Average Interruption Duration Index
|
| |
A measure of the sum of all customer interruption durations, divided by the total number of customers served. The metric is measured in units of time, often minutes.
|
|
|
Transmission Outages per 100 Miles per Year – Sustained
|
| |
A measure of the number of sustained (greater than 1 minute) transmission line events that are incurred per one hundred circuit miles per year, applicable to 100kV lines and greater.
|
|
|
Natural Gas – Outages
|
| |
A measure of the number of outages in the natural gas local distribution business. For this purpose, an “outage” is defined as an event that causes a loss of natural gas service for at least 100 active customers, where the event is not caused by a third party or by failure of equipment that has been properly maintained.
|
|
|
50 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
Safety/Environmental Metrics
|
| | | |
|
TICR
|
| |
A measure of the number of occupational injuries and illnesses per 100 employees. This objective emphasizes our focus on achieving an event-free and injury-free workplace.
|
|
|
Reportable Environmental Events
|
| |
A measure of environmental events resulting from operations that have an impact on the environment, require the notification of a regulatory agency, or result in a regulatory citation or other enforcement action. This objective emphasizes service reliability and the mitigation of environmental risks associated with our operations.
|
|
|
Customer Satisfaction Metric
|
| | | |
|
CSAT
|
| |
A composite of customer satisfaction results for each regulated utility. For our electric utilities, the results are based on the Residential Net Promoter Score, the Small/Medium Business Net Promoter Score, and the Large Business Net Promoter Score. For our gas utilities, the results are based on the Residential Gas Net Promoter Score, the Small/Medium Business Gas Net Promoter Score, and the Major Accounts Gas Net Promoter Score.
|
|
|
Climate Metric
|
| | | |
|
Non-Emitting Generation and Storage Capacity
|
| |
A quantitative measure of the incremental number of megawatts of non-emitting generation and storage capacity placed into service during the performance period. In addition to new nuclear and hydro/pumped storage additions, this measure includes new storage, wind and solar projects connected, net energy metered solar connected, and incremental energy efficiency and demand side management program participation.
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 51
|
|
|
Name
|
| |
Target STI
Opportunity |
| |
Achievement
of Corporate Objectives |
| |
Adjustment for
Individual Performance Modifier |
| |
Final Payout
as a % of Target STI Opportunity |
| |
Payout
($) |
| |||||||||||||||
| Lynn Good | | | | $ | 2,593,063 | | | | | | 95.7% | | | | | | 110% | | | | | | 105.3% | | | | | $ | 2,730,073 | | |
| Brian Savoy | | | | $ | 529,138 | | | | | | 95.7% | | | | | | 105% | | | | | | 100.5% | | | | | $ | 531,773 | | |
| Steve Young | | | | $ | 798,299 | | | | | | 95.7% | | | | | | 105% | | | | | | 100.5% | | | | | $ | 802,275 | | |
| Dhiaa Jamil | | | | $ | 943,445 | | | | | | 95.7% | | | | | | 105% | | | | | | 100.5% | | | | | $ | 948,144 | | |
| Julie Janson | | | | $ | 772,647 | | | | | | 95.7% | | | | | | 112% | | | | | | 107.2% | | | | | $ | 828,262 | | |
| Kodwo Ghartey-Tagoe | | | | $ | 586,681 | | | | | | 95.7% | | | | | | 110% | | | | | | 105.3% | | | | | $ | 617,679 | | |
|
Name
|
| | | ||||
| Lynn J. Good | | | | | 1,050% | | |
| Brian D. Savoy | | | | | 300% | | |
| Steven K. Young | | | | | 350% | | |
| Dhiaa M. Jamil | | | | | 350% | | |
| Julia S. Janson | | | | | 325% | | |
| Kodwo Ghartey-Tagoe | | | | | 300% | | |
|
Cumulative Adjusted EPS
|
| |
Percent Payout of
Target 2022 – 2024 Performance Shares |
| |||
| $18.05 or Higher | | | | | 200% | | |
|
$17.05 (Target)
|
| | | | 100% | | |
| $15.45 | | | | | 50% | | |
| Lower than $15.45 | | | | | 0% | | |
|
52 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
Relative TSR
Performance Percentile |
| |
Percent Payout of
Target 2022 – 2024 Performance Shares* |
| |||
| 90th or Higher | | | | | 200% | | |
|
55th (Target)
|
| | | | 100% | | |
| 25th | | | | | 50% | | |
| Below 25th | | | | | 0% | | |
|
Relative TICR
Performance Percentile |
| |
Percent Payout of
Target 2022 – 2024 Performance Shares |
| |||
| Top Company | | | | | 200% | | |
| 90th (Target) | | | |
|
100%
|
| |
| 75th | | | | | 50% | | |
| Below 75th | | | | | 0% | | |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 53
|
|
|
Cumulative
Adjusted EPS |
| |
Percent Payout of
Target 2020 – 2022 Performance Shares |
| |
Result
|
| |
Payout of
Target |
| |||||||||
| $17.00 or Higher | | | | | 200% | | | | | | | | | | | | | | |
|
$16.10 (Target)
|
| | | | 100% | | | | | | | | | | | | | | |
| $14.50 | | | | | 50% | | | | | $ | 15.77 | | | | | | 89.69% | | |
| Lower than $14.50 | | | | | 0% | | | | | | | | | | | | | | |
|
Relative TSR
Performance Percentile |
| |
Percent Payout of
Target 2020 – 2022 Performance Shares |
| |
Result
|
| |
Payout of
Target* |
| ||||||
| 90th or Higher | | | | | 200% | | | | | | | | | | | |
|
55th (Target)
|
| | | | 100% | | | |
76.68th Percentile
|
| | | | 153.38% | | |
| 25th | | | | | 50% | | | | | | | | | | | |
| Below 25th | | | | | 0% | | | | | | | | | | | |
|
TICR for Employees
|
| |
Percent Payout of
Target 2020 – 2022 Performance Shares |
| |
Result
|
| |
Payout of
Target |
| |||||||||
| Top Company | | | | | 200% | | | | | | 0.37 | | | | | | 200% | | |
|
90th (Target)
|
| | | | 100% | | | | | | | | | | | | | | |
| 75th | | | | | 50% | | | | | | | | | | | | | | |
| Below 75th | | | | | 0% | | | | | | | | | | | | | | |
|
Name
|
| |
2020 – 2022
Target Shares |
| |
Overall
Achievement as a % of Target |
| |
2020 – 2022
Performance Shares Earned |
| |||||||||
| Lynn J. Good | | | | | 76,778 | | | | | | 133.19% | | | | | | 102,261 | | |
| Brian D. Savoy | | | | | 6,917 | | | | | | 133.19% | | | | | | 9,213 | | |
| Steven K. Young | | | | | 16,061 | | | | | | 133.19% | | | | | | 21,392 | | |
| Dhiaa M. Jamil | | | | | 19,584 | | | | | | 133.19% | | | | | | 26,084 | | |
| Julia S. Janson | | | | | 15,545 | | | | | | 133.19% | | | | | | 20,704 | | |
| Kodwo Ghartey-Tagoe | | | | | 9,490 | | | | | | 133.19% | | | | | | 12,640 | | |
|
54 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 55
|
|
|
56 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
Compensation Peer Group (2022)
|
| |||||||||
| 3M | | | Dominion Resources | | | FirstEnergy | | | Medtronic | |
| American Electric Power | | | Eaton Corporation | | | General Dynamics | | | NextEra Energy | |
| Colgate-Palmolive | | | Edison International | | | International Paper | | | PG&E Corp. | |
| Consolidated Edison | | | Exelon | | | Lockheed Martin | | | The Southern Co. | |
| Deere & Co. | | | FedEx | | | Lumen Technologies | | | UPS | |
|
Compensation Peer Group (2023)
|
| |||||||||
| 3M | | | Edison International | | | NextEra Energy | | | The Southern Co. | |
| American Electric Power | | | Exelon | | | Northrop Grumman | | | Union Pacific | |
| Deere & Co. | | | General Dynamics | | | PG&E | | | UPS | |
| Dominion Energy | | | Honeywell International | | | Raytheon Technologies | | | Waste Management | |
| Eaton Corporation | | | Lockheed Martin | | | Texas Instruments | | | Xcel Energy | |
|
Policy
|
| |
Description
|
| |||||||||
|
Stock ownership/holding policy
|
| |
We maintain meaningful stock ownership guidelines to reinforce the importance of Duke Energy stock ownership. These guidelines are intended to align the interests of executives and shareholders and to focus the executives on our long-term success. Under these guidelines, each of our active NEOs must own Duke Energy shares in accordance with the following schedule:
|
| |||||||||
| | | | | | |
Leadership Position
|
| | Value of Shares | | | | |
| | | | | | |
CEO
|
| | 6x Base Salary | | | | |
| | | | | | |
Other NEOs
|
| | 3x Base Salary | | | | |
| | | |
An NEO also can satisfy the policy by holding 50% of all shares acquired under the LTI program (after payment of any applicable taxes) and 100% of all shares acquired upon the exercise of stock options (after payment of the exercise price and taxes). Each of our NEOs was in compliance with the stock ownership/stock holding policy during 2022.
|
| |||||||||
|
Clawback policy
|
| |
We maintain a “clawback policy,” which would allow us to recover: (i) certain cash or equity-based incentive compensation tied to financial results in the event those results were restated due at least in part to the recipient’s fraud or
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 57
|
|
|
Policy
|
| |
Description
|
| |||||||||
| | | |
misconduct, or (ii) a payment based on an incorrect calculation. In addition, our STI program and LTI programs provide that, if we determine at any time that a participant engaged in “detrimental activity” during his or her employment, then, to the extent permitted by applicable law, the employee: (a) shall forfeit outstanding awards, and (b) shall be required to promptly return to Duke Energy any payments received under the incentive programs during the three-year period preceding the date of the determination. For this purpose, “detrimental activity” means: (i) the employee engaged in misconduct that is detrimental to our financial condition or business reputation, including due to any adverse publicity, or (ii) the employee violated any of our material written policies, including without limitation our Code of Business Ethics or policies governing workplace harassment, including sexual harassment and other forms of harassment prohibited by our Harassment-Free Workplace Policy.
|
| |||||||||
|
Hedging or pledging policy
|
| |
We have a policy that prohibits employees (including our NEOs) and directors from trading in options, warrants, puts, calls, or similar instruments in connection with Duke Energy securities, or selling Duke Energy securities “short.” Our pledging policy prohibits the pledging of any Duke Energy securities, regardless of where or how such securities are held. See “Prohibition on Hedging and Pledging” on page 38 of this proxy statement for additional information about the hedging prohibition.
|
| |||||||||
|
Equity award grant policy
|
| |
In recognition of the importance of adhering to specific practices and procedures in the granting of equity awards, the Compensation and People Development Committee has adopted a policy that applies to the granting of equity awards. Under this policy, annual grants to our NEOs may be made at any previously scheduled meeting, provided that reasonable efforts will be made to make such grants at the first regularly scheduled meeting of each calendar year, and annual grants to independent directors may be made by the Board at any previously scheduled meeting, provided that reasonable efforts will be made to make such grants at the regularly scheduled meeting that is held in conjunction with the Annual Meeting each year.
|
| |||||||||
|
Risk assessment policy
|
| |
In consultation with the Compensation and People Development Committee, members of management from Duke Energy’s Human Resources, Legal, and Risk Management Departments assessed whether our compensation policies and practices encourage excessive or inappropriate risk taking by our employees, including employees other than our NEOs. This assessment included a review of the risk characteristics of Duke Energy’s business and the design of our incentive plans and policies. Management reported its findings to the Compensation and People Development Committee, and after review and discussion, the Compensation and People Development Committee concluded that our plans and policies do not encourage excessive or inappropriate risk taking.
|
| |||||||||
|
Shareholder approval policy for severance
|
| |
We have a policy, generally, to seek shareholder approval for any agreements with our NEOs that provide severance compensation in excess of 2.99x the executive’s annual compensation or that provide for tax gross-ups in connection with a termination event.
|
|
|
58 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 59
|
|
|
60 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| ||||||||||||||||||||||||
Lynn J. Good
Chair, President and CEO |
| | | | 2022 | | | | | | 1,481,750 | | | |
0
|
| | | | 15,879,501 | | | | | | 0 | | | | | | 2,730,073 | | | | | | 345,924 | | | | | | 917,511 | | | | | | 21,354,759 | | |
| | | 2021 | | | | | | 1,390,500 | | | |
0
|
| | | | 11,196,187 | | | | | | 0 | | | | | | 3,288,915 | | | | | | 277,111 | | | | | | 298,523 | | | | | | 16,451,236 | | | ||
| | | 2020 | | | | | | 1,390,500 | | | |
0
|
| | | | 11,431,738 | | | | | | 0 | | | | | | 1,169,578 | | | | | | 246,046 | | | | | | 306,536 | | | | | | 14,544,398 | | | ||
Brian D. Savoy(1)
Executive Vice President and CFO |
| | | | 2022 | | | | | | 587,931 | | | |
300,000(6)
|
| | | | 1,753,218 | | | | | | 0 | | | | | | 531,773 | | | | | | 0 | | | | | | 167,760 | | | | | | 3,340,682 | | |
Steven K. Young(1)
Executive Vice President and Chief Commercial Officer (and former CFO) |
| | | | 2022 | | | | | | 798,299 | | | |
0
|
| | | | 2,832,977 | | | | | | 0 | | | | | | 802,275 | | | | | | 77,545 | | | | | | 283,248 | | | | | | 4,794,344 | | |
| | | 2021 | | | | | | 775,675 | | | |
0
|
| | | | 2,342,106 | | | | | | 0 | | | | | | 1,000,737 | | | | | | 77,252 | | | | | | 169,118 | | | | | | 4,364,888 | | | ||
| | | 2020 | | | | | | 769,519 | | | |
0
|
| | | | 2,391,345 | | | | | | 0 | | | | | | 353,050 | | | | | | 261,816 | | | | | | 125,879 | | | | | | 3,901,609 | | | ||
Dhiaa M. Jamil
Executive Vice President and COO |
| | | | 2022 | | | | | | 898,519 | | | |
0
|
| | | | 3,188,663 | | | | | | 0 | | | | | | 948,144 | | | | | | 150,463 | | | | | | 301,931 | | | | | | 5,487,720 | | |
| | | 2021 | | | | | | 873,055 | | | |
0
|
| | | | 2,855,835 | | | | | | 0 | | | | | | 1,071,369 | | | | | | 111,034 | | | | | | 187,276 | | | | | | 5,098,569 | | | ||
| | | 2020 | | | | | | 867,458 | | | |
0
|
| | | | 2,915,910 | | | | | | 0 | | | | | | 397,984 | | | | | | 267,957 | | | | | | 138,391 | | | | | | 4,587,700 | | | ||
Julia S. Janson
Executive Vice President and CEO, Duke Energy Carolinas |
| | | | 2022 | | | | | | 772,647 | | | |
0
|
| | | | 2,546,124 | | | | | | 0 | | | | | | 828,262 | | | | | | 0 | | | | | | 273,251 | | | | | | 4,420,284 | | |
| | | 2021 | | | | | | 750,750 | | | |
0
|
| | | | 2,766,855 | | | | | | 0 | | | | | | 968,580 | | | | | | 0 | | | | | | 162,015 | | | | | | 4,648,200 | | | ||
| | | 2020 | | | | | | 744,792 | | | |
0
|
| | | | 2,314,530 | | | | | | 0 | | | | | | 341,705 | | | | | | 522,811 | | | | | | 125,010 | | | | | | 4,048,848 | | | ||
Kodwo Ghartey-Tagoe
Executive Vice President, Chief Legal Officer and Corporate Secretary |
| | | | 2022 | | | | | | 651,867 | | | |
0
|
| | | | 1,976,358 | | | | | | 0 | | | | | | 617,679 | | | | | | 0 | | | | | | 193,659 | | | | | | 3,439,563 | | |
| | | 2021 | | | | | | 595,833 | | | |
200,000 (6)
|
| | | | 1,674,540 | | | | | | 0 | | | | | | 659,468 | | | | | | 34,498 | | | | | | 115,386 | | | | | | 3,279,725 | | |
| | | |
Good
($) |
| |
Savoy
($) |
| |
Young
($) |
| |
Jamil
($) |
| |
Janson
($) |
| |
Ghartey-
Tagoe ($) |
| ||||||||||||||||||
|
Change in Actuarial Present Value of Accumulated Benefit Under:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RCBP | | | | | 47,166 | | | | | | (179,234) | | | | | | 45,211 | | | | | | 67,281 | | | | | | (309,755) | | | | | | (36,496) | | |
| ECBP | | | | | 298,758 | | | | | | (109,364) | | | | | | 32,334 | | | | | | 83,182 | | | | | | (824,464) | | | | | | (44,863) | | |
| Total | | | | | 345,924 | | | | | | (288,598)* | | | | | | 77,545 | | | | | | 150,463 | | | | | | (1,134,219)* | | | | | | (81,359)* | | |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 61
|
|
| | | |
Good
($) |
| |
Savoy
($) |
| |
Young
($) |
| |
Jamil
($) |
| |
Janson
($) |
| |
Ghartey-
Tagoe ($) |
| ||||||||||||||||||
|
Matching and Employer Retirement Contributions Under the Retirement Savings Plan
|
| | | | 18,300 | | | | | | 18,300 | | | | | | 18,300 | | | | | | 18,300 | | | | | | 18,300 | | | | | | 18,300 | | |
|
Make-Whole Matching and Cash Balance Contribution Credits
Under the Executive Savings Plan |
| | | | 759,163 | | | | | | 143,583 | | | | | | 253,986 | | | | | | 283,031 | | | | | | 244,159 | | | | | | 171,077 | | |
| Personal Use of the Corporate Aircraft* | | | | | 116,651 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Charitable Contributions Made in the Name of the Executive | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 0 | | | | | | 2,500 | | | | | | 2,500 | | |
| Financial Planning Program | | | | | 15,000 | | | | | | 277 | | | | | | 3,120 | | | | | | 0 | | | | | | 6,600 | | | | | | 760 | | |
| Other** | | | | | 5,897 | | | | | | 3,100 | | | | | | 5,342 | | | | | | 600 | | | | | | 1,692 | | | | | | 1,022 | | |
| Total | | | | | 917,511 | | | | | | 167,760 | | | | | | 283,248 | | | | | | 301,931 | | | | | | 273,251 | | | | | | 193,659 | | |
|
62 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| | | | | | | | | | | | |
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant
Date Fair Value of Stock Awards ($)(4) |
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Type
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||
|
Lynn J. Good
|
| |
Cash STI(1)
|
| | | | | | | | |
|
486,199
|
| | | |
|
2,593,063
|
| | | |
|
6,077,490
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
LTI Perf. Shares(2)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | |
|
50,796
|
| | | |
|
112,880
|
| | | |
|
225,760
|
| | | | | | | | | |
|
11,154,519
|
| |
| | | |
RSUs(3)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
48,377
|
| | | |
|
4,724,982
|
| |
|
Brian D. Savoy
|
| |
Cash STI(1)
|
| | | | | | | | |
|
99,213
|
| | | |
|
529,138
|
| | | |
|
1,240,166
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
LTI Perf. Shares(2)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | |
|
5,608
|
| | | |
|
12,463
|
| | | |
|
24,926
|
| | | | | | | | | |
|
1,231,563
|
| |
| | | |
RSUs(3)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
5,341
|
| | | |
|
521,655
|
| |
|
Steven K. Young
|
| |
Cash STI(1)
|
| | | | | | | | |
|
149,681
|
| | | |
|
798,299
|
| | | |
|
1,871,013
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
LTI Perf. Shares(2)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | |
|
9,062
|
| | | |
|
20,138
|
| | | |
|
40,276
|
| | | | | | | | | |
|
1,989,987
|
| |
| | | |
RSUs(3)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
8,631
|
| | | |
|
842,990
|
| |
|
Dhiaa M. Jamil
|
| |
Cash STI(1)
|
| | | | | | | | |
|
176,896
|
| | | |
|
943,445
|
| | | |
|
2,211,198
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
LTI Perf. Shares(2)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | |
|
10,200
|
| | | |
|
22,667
|
| | | |
|
45,334
|
| | | | | | | | | |
|
2,239,897
|
| |
| | | |
RSUs(3)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
9,714
|
| | | |
|
948,766
|
| |
|
Julia S. Janson
|
| |
Cash STI(1)
|
| | | | | | | | |
|
144,871
|
| | | |
|
772,647
|
| | | |
|
1,810,891
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
LTI Perf. Shares(2)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | |
|
8,145
|
| | | |
|
18,099
|
| | | |
|
36,198
|
| | | | | | | | | |
|
1,788,498
|
| |
| | | |
RSUs(3)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
7,757
|
| | | |
|
757,626
|
| |
|
Kodwo
|
| |
Cash STI(1)
|
| | | | | | | | |
|
110,003
|
| | | |
|
586,681
|
| | | |
|
1,375,033
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Ghartey-Tagoe
|
| |
LTI Perf. Shares(2)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | |
|
6,322
|
| | | |
|
14,049
|
| | | |
|
28,098
|
| | | | | | | | | |
|
1,388,287
|
| |
| | | |
RSUs(3)
|
| | |
|
2/23/2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
6,021
|
| | | |
|
588,071
|
| |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 63
|
|
| | | | | | |
Stock Awards
|
| |||||||||||||||||||||
|
Name
|
| |
Grant Type
|
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(1) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
| ||||||||||||
| Lynn J. Good | | | RSUs | | | | | 84,819 | | | | | | 8,735,509 | | | | | | | | | | | | | | |
| | | |
Performance Shares (2021 – 2023)
|
| | | | | | | | | | | | | | | | 178,310 | | | | | | 18,364,147 | | |
| | | |
Performance Shares (2022 – 2024)
|
| | | | | | | | | | | | | | | | 112,880 | | | | | | 11,625,511 | | |
| Brian D. Savoy | | | RSUs | | | | | 9,256 | | | | | | 953,275 | | | | | | | | | | | | | | |
| | | |
Performance Shares (2021 – 2023)
|
| | | | | | | | | | | | | | | | 20,482 | | | | | | 2,109,441 | | |
| | | |
Performance Shares (2022 – 2024)
|
| | | | | | | | | | | | | | | | 12,463 | | | | | | 1,283,564 | | |
| Steven K. Young | | | RSUs | | | | | 16,255 | | | | | | 1,674,102 | | | | | | | | | | | | | | |
| | | |
Performance Shares (2021 – 2023)
|
| | | | | | | | | | | | | | | | 37,300 | | | | | | 3,841,527 | | |
| | | |
Performance Shares (2022 – 2024)
|
| | | | | | | | | | | | | | | | 20,138 | | | | | | 2,074,013 | | |
| Dhiaa M. Jamil | | | RSUs | | | | | 19,010 | | | | | | 1,957,840 | | | | | | | | | | | | | | |
| | | |
Performance Shares (2021 – 2023)
|
| | | | | | | | | | | | | | | | 45,482 | | | | | | 4,684,191 | | |
| | | |
Performance Shares (2022 – 2024)
|
| | | | | | | | | | | | | | | | 22,667 | | | | | | 2,334,474 | | |
| Julia S. Janson | | | RSUs | | | | | 15,136 | | | | | | 1,558,857 | | | | | | | | | | | | | | |
| | | |
Performance Shares (2021 – 2023)
|
| | | | | | | | | | | | | | | | 36,102 | | | | | | 3,718,145 | | |
| | | |
Performance Shares (2022 – 2024)
|
| | | | | | | | | | | | | | | | 18,099 | | | | | | 1,864,016 | | |
| Kodwo Ghartey-Tagoe | | | RSUs | | | | | 11,187 | | | | | | 1,152,149 | | | | | | | | | | | | | | |
| | | |
Performance Shares (2021 – 2023)
|
| | | | | | | | | | | | | | | | 26,668 | | | | | | 2,746,537 | | |
| | | |
Performance Shares (2022 – 2024)
|
| | | | | | | | | | | | | | | | 14,049 | | | | | | 1,446,907 | | |
|
64 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| | | |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of Shares
Acquired on Vesting (#)(1) |
| |
Value
Realized on Vesting ($)(2) |
| ||||||
| Lynn J. Good | | | | | 137,646 | | | | | | 15,132,965 | | |
| Brian D. Savoy | | | | | 12,085 | | | | | | 1,330,707 | | |
| Steven K. Young | | | | | 28,419 | | | | | | 3,128,067 | | |
| Dhiaa M. Jamil | | | | | 34,951 | | | | | | 3,844,100 | | |
| Julia S. Janson | | | | | 32,185 | | | | | | 3,507,522 | | |
| Kodwo Ghartey-Tagoe | | | | | 16,200 | | | | | | 1,787,906 | | |
|
Name
|
| |
Plan Name
|
| |
Number of Years
Credited Service (#) |
| |
Present Value
of Accumulated Benefit ($) |
| |
Payments
During Last Fiscal Year ($) |
| |||||||||
| Lynn J. Good | | | RCBP | | | | | 19.67 | | | | | | 540,164 | | | | | | 0 | | |
| | | | ECBP | | | | | 19.42 | | | | | | 7,189,885 | | | | | | 0 | | |
| Brian D. Savoy | | | RCBP | | | | | 21.48 | | | | | | 435,380 | | | | | | 0 | | |
| | | | ECBP | | | | | 21.23 | | | | | | 212,827 | | | | | | 0 | | |
| Steven K. Young | | | RCBP | | | | | 42.51 | | | | | | 1,036,700 | | | | | | 0 | | |
| | | | ECBP | | | | | 42.26 | | | | | | 1,514,064 | | | | | | 0 | | |
| Dhiaa M. Jamil | | | RCBP | | | | | 41.34 | | | | | | 1,082,412 | | | | | | 0 | | |
| | | | ECBP | | | | | 41.09 | | | | | | 2,001,845 | | | | | | 0 | | |
| Julia S. Janson | | | RCBP | | | | | 35.00 | | | | | | 1,485,373 | | | | | | 0 | | |
| | | | ECBP | | | | | 34.75 | | | | | | 3,633,343 | | | | | | 0 | | |
| Kodwo Ghartey-Tagoe | | | RCBP | | | | | 20.58 | | | | | | 587,807 | | | | | | 0 | | |
| | | | ECBP | | | | | 20.33 | | | | | | 404,291 | | | | | | 0 | | |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 65
|
|
|
66 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 67
|
|
|
Name
|
| |
Executive
Contributions in Last FY ($)(1) |
| |
Registrant
Contributions in Last FY ($)(2) |
| |
Aggregate
Earnings in Last FY ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($)(3) |
| |||||||||||||||
|
Lynn J. Good
|
| | | $ | 252,709 | | | | | | 759,163 | | | | | | (583,477) | | | | | | 0 | | | | | $ | 5,698,366 | | |
|
Executive Savings Plan
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Brian D. Savoy
|
| | | $ | 54,862 | | | | | | 143,583 | | | | | | (81,546) | | | | | | 0 | | | | | $ | 875,150 | | |
|
Executive Savings Plan
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Steven K. Young
|
| | | $ | 96,034 | | | | | | 253,986 | | | | | | (447,063) | | | | | | 0 | | | | | $ | 2,627,208 | | |
|
Executive Savings Plan
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Dhiaa M. Jamil
|
| | | $ | 237,036 | | | | | | 283,031 | | | | | | (857,091) | | | | | | 0 | | | | | $ | 5,946,577 | | |
|
Executive Savings Plan
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Julia S. Janson
|
| | | $ | 129,185 | | | | | | 244,159 | | | | | | (428,013) | | | | | | 0 | | | | | $ | 2,632,920 | | |
|
Executive Savings Plan
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Kodwo Ghartey-Tagoe
|
| | | $ | 76,173 | | | | | | 171,077 | | | | | | (126,328) | | | | | | 0 | | | | | $ | 1,013,092 | | |
|
Executive Savings Plan
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
68 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 69
|
|
|
70 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
Award Type
|
| |
Event
|
| |
Consequences
|
|
|
RSUs
|
| |
Retirement*
|
| |
Unvested RSUs prorated and vest
|
|
|
Voluntary termination**
|
| |
Unvested RSUs are forfeited
|
| |||
|
Death or disability
|
| |
Unvested RSUs immediately vest
|
| |||
| Change in control | | |
No impact absent termination of employment; immediate vesting of unvested RSUs if involuntarily terminated after a change in control
|
| |||
|
Performance Share
Awards |
| |
Retirement*
Death & Disability |
| |
Prorated portion vests based on actual performance
|
|
|
Voluntary termination**
|
| |
Award is forfeited
|
| |||
| Change in Control | | |
No impact absent termination of employment; prorated portion vests based on actual performance if involuntarily terminated after a change in control
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 71
|
|
|
Name and Triggering Event
|
| |
Cash
Severance Payment ($)(1) |
| |
Incremental
Retirement Plan Benefit ($)(2) |
| |
Welfare
and Other Benefits ($)(3) |
| |
Stock
Awards ($) |
| ||||||||||||
| Lynn J. Good | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Voluntary termination without good reason
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 26,779,688 | | |
|
•
Involuntary or good reason termination under Employment Agreement
|
| | | | 12,333,750 | | | | | | 0 | | | | | | 64,276 | | | | | | 32,097,135 | | |
|
•
Involuntary or good reason termination after a change in control
|
| | | | 12,333,750 | | | | | | 2,076,914 | | | | | | 64,276 | | | | | | 31,034,222 | | |
|
•
Death or Disability(4)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 19,890,811 | | |
| Brian D. Savoy | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Voluntary termination without good reason
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
•
Involuntary or good reason termination under Executive Severance Plan
|
| | | | 2,378,800 | | | | | | 0 | | | | | | 40,342 | | | | | | 3,551,154 | | |
|
•
Involuntary or good reason termination after a change in control
|
| | | | 2,378,800 | | | | | | 391,380 | | | | | | 46,420 | | | | | | 3,459,690 | | |
|
•
Death or Disability(4)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 2,215,392 | | |
| Steven K. Young | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Voluntary termination without good reason
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 5,158,141 | | |
|
•
Involuntary or good reason termination under Executive Severance Plan
|
| | | | 3,211,294 | | | | | | 0 | | | | | | 37,502 | | | | | | 6,115,033 | | |
|
•
Involuntary or good reason termination after a change in control
|
| | | | 3,211,294 | | | | | | 532,904 | | | | | | 42,360 | | | | | | 5,960,917 | | |
|
•
Death or Disability(4)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 3,874,533 | | |
| Dhiaa M. Jamil | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Voluntary termination without good reason
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 6,048,496 | | |
|
•
Involuntary or good reason termination under Executive Severance Plan
|
| | | | 3,704,807 | | | | | | 0 | | | | | | 17,882 | | | | | | 7,158,377 | | |
|
•
Involuntary or good reason termination after a change in control
|
| | | | 3,704,807 | | | | | | 616,801 | | | | | | 19,626 | | | | | | 6,979,700 | | |
|
•
Death or Disability(4)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 4,568,655 | | |
| Julia S. Janson | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Voluntary termination without good reason
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 2,734,538 | | |
|
•
Involuntary or good reason termination under Executive Severance Plan
|
| | | | 3,108,105 | | | | | | 0 | | | | | | 37,418 | | | | | | 5,699,012 | | |
|
•
Involuntary or good reason termination after a change in control
|
| | | | 3,108,105 | | | | | | 515,362 | | | | | | 42,276 | | | | | | 5,556,637 | | |
|
•
Death or Disability(4)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 3,635,210 | | |
| Kodwo Ghartey-Tagoe | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Voluntary termination without good reason
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 2,028,960 | | |
|
•
Involuntary or good reason termination under Executive Severance Plan
|
| | | | 2,557,408 | | | | | | 0 | | | | | | 37,084 | | | | | | 4,287,319 | | |
|
•
Involuntary or good reason termination after a change in control
|
| | | | 2,557,408 | | | | | | 421,743 | | | | | | 41,942 | | | | | | 4,178,837 | | |
|
•
Death or Disability(4)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 2,711,987 | | |
|
72 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 73
|
|
| Year | | | Summary Compensation Table Total for CEO | | | Compensation Actually Paid to CEO(1) | | | Average Summary Compensation Table Total for Non-CEO NEOs | | | Average Compensation Actually Paid to Non-CEO NEOs(2) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (M)(4) | | | Company- Selected Measure (Adjusted EPS)(5) | | |||||||||||||||||||||||||||
| Total Shareholder Return(3) | | | Peer Group Total Shareholder Return(3) | | |||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
| 2022 | | | | $ | 21,354,759 | | | | | $ | 24,000,880 | | | | | $ | 4,296,518 | | | | | $ | 4,784,037 | | | | | $ | 127 | | | | | $ | 122 | | | | | $ | 2,444 | | | | | $ | 5.41 | | |
| 2021 | | | | $ | 16,451,236 | | | | | $ | 27,285,740 | | | | | $ | 4,347,846 | | | | | $ | 6,327,212 | | | | | $ | 125 | | | | | $ | 121 | | | | | $ | 3,802 | | | | | $ | 5.24 | | |
| 2020 | | | | $ | 14,544,398 | | | | | $ | 14,571,950 | | | | | $ | 3,972,840 | | | | | $ | 3,731,332 | | | | | $ | 105 | | | | | $ | 103 | | | | | $ | 1,270 | | | | | $ | 5.12 | | |
| Chief Executive Officer | | ||||||||||||||||||||||||||||||||||||
| Year | | | SCT Total | | | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | | | Subtract Change in Pension Value as Disclosed Each Year in the SCT | | | Add Change in Fair Value of Stock Awards | | | Add Service and Prior Service Cost for Pension Plans | | | CAP | | ||||||||||||||||||
| 2022 | | | | $ | 21,354,759 | | | | | ($ | 15,879,501) | | | | | ($ | 345,924) | | | | | $ | 18,849,872 | | | | | $ | 21,674 | | | | | $ | 24,000,880 | | |
| 2021 | | | | $ | 16,451,236 | | | | | ($ | 11,196,187) | | | | | ($ | 277,111) | | | | | $ | 22,282,586 | | | | | $ | 25,216 | | | | | $ | 27,285,740 | | |
| 2020 | | | | $ | 14,544,398 | | | | | ($ | 11,431,738) | | | | | ($ | 246,046) | | | | | $ | 11,682,260 | | | | | $ | 23,076 | | | | | $ | 14,571,950 | | |
| Chief Executive Officer Change in Fair Value of Stock Awards | | ||||||||||||||||||||||||||||||||||||
| Year | | | Year End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year | | | Year-over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year | | | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years that Vested in the Covered Fiscal Year | | | Adjustments for Stock Awards that Failed to Meet Performance Conditions | | | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | | | Total Change in Fair Value of Stock Awards Included in CAP | | ||||||||||||||||||
| 2022 | | | | $ | 16,586,483 | | | | | $ | 117,665 | | | | | $ | 721,127 | | | | | $ | 0 | | | | | $ | 1,424,597 | | | | | $ | 18,849,872 | | |
| 2021 | | | | $ | 14,816,206 | | | | | $ | 3,015,337 | | | | | $ | 3,131,180 | | | | | $ | 0 | | | | | $ | 1,319,863 | | | | | $ | 22,282,586 | | |
| 2020 | | | | $ | 10,046,004 | | | | | $ | 55,831 | | | | | $ | 202,647 | | | | | $ | 0 | | | | | $ | 1,377,778 | | | | | $ | 11,682,260 | | |
|
74 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| Chief Executive Officer Pension Plan Adjustment | | ||||||||||||||||||
| Year | | | Service Cost | | | Prior Service Cost | | | Total Service and Prior Service Cost Included in CAP | | |||||||||
| 2022 | | | | $ | 21,674 | | | | | $ | 0 | | | | | $ | 21,674 | | |
| 2021 | | | | $ | 25,216 | | | | | $ | 0 | | | | | $ | 25,216 | | |
| 2020 | | | | $ | 23,076 | | | | | $ | 0 | | | | | $ | 23,076 | | |
| Other Named Executive Officers | | ||||||||||||||||||||||||||||||||||||
| Year | | | Average SCT Total | | | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | | | Subtract Change in Pension Value as Disclosed Each Year in the SCT | | | Add Average Change in Fair Value of Stock Awards | | | Add Average Service and Prior Service Cost for Pension Plans | | | Average CAP | | ||||||||||||||||||
| 2022 | | | | $ | 4,296,518 | | | | | ($ | 2,459,468) | | | | | ($ | 45,602) | | | | | $ | 2,969,599 | | | | | $ | 22,989 | | | | | $ | 4,784,037 | | |
| 2021 | | | | $ | 4,347,846 | | | | | ($ | 2,409,834) | | | | | ($ | 55,696) | | | | | $ | 4,420,163 | | | | | $ | 24,733 | | | | | $ | 6,327,212 | | |
| 2020 | | | | $ | 3,972,840 | | | | | ($ | 2,132,282) | | | | | ($ | 300,720) | | | | | $ | 2,101,119 | | | | | $ | 90,375 | | | | | $ | 3,731,332 | | |
| Other Named Executive Officers Average Change in Fair Value of Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
| Year | | | Year End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year | | | Year-over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year | | | Increase or Decrease in Fair Value of Stock Awards Granted in Covered Fiscal Year that Vested in the Covered Fiscal Year | | | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years that Vested in the Covered Fiscal Year | | | Adjustments for Stock Awards that Failed to Meet Performance Conditions | | | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | | | Total Change in Fair Value of Stock Awards Included in CAP | | |||||||||||||||||||||
| 2022 | | | | $ | 2,568,968 | | | | | $ | 22,124 | | | | | $ | 0 | | | | | $ | 126,291 | | | | | $ | 0 | | | | | $ | 252,216 | | | | | $ | 2,969,599 | | |
| 2021 | | | | $ | 3,149,880 | | | | | $ | 588,524 | | | | | $ | 0 | | | | | $ | 472,264 | | | | | $ | 0 | | | | | $ | 209,495 | | | | | $ | 4,420,163 | | |
| 2020 | | | | $ | 1,817,056 | | | | | $ | 8,978 | | | | | $ | 37,389 | | | | | $ | 29,814 | | | | | $ | 0 | | | | | $ | 207,882 | | | | | $ | 2,101,119 | | |
| Other Named Executive Officers Pension Plan Adjustment | | ||||||||||||||||||
| Year | | | Average Service Cost | | | Average Prior Service Cost | | | Total Service and Prior Service Cost Included in CAP | | |||||||||
| 2022 | | | | $ | 22,989 | | | | | $ | 0 | | | | | $ | 22,989 | | |
| 2021 | | | | $ | 24,733 | | | | | $ | 0 | | | | | $ | 24,733 | | |
| 2020 | | | | $ | 90,375 | | | | | $ | 0 | | | | | $ | 90,375 | | |
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 75
|
|
| Most Important Financial Measures | |
| Adjusted EPS | |
| Relative Total Shareholder Return | |
| O&M Expense | |
|
76 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 77
|
|
|
78 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 79
|
|
|
Fiscal Year
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
3-Year Average
Burn Rate |
| ||||||||||||
|
(a) Restricted Stock Units Granted (Includes Director Stock Retainer)
|
| | | | 498,113 | | | | | | 672,459 | | | | | | 653,266 | | | | | | | | |
| (b) Performance Shares Earned(1) | | | | | 394,036 | | | | | | 358,805 | | | | | | 390,722 | | | | | | | | |
| (c) Total Shares Granted (a + b) | | | | | 892,149 | | | | | | 1,031,264 | | | | | | 1,043,988 | | | | | | | | |
| (d) Weighted Average Basic Shares Outstanding | | | | | 736,586,736 | | | | | | 769,207,104 | | | | | | 769,884,093 | | | | | | | | |
| (e) Annual Share Usage / Burn Rate | | | | | 0.12% | | | | | | 0.13% | | | | | | 0.14% | | | | | | 0.13% | | |
|
80 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
Feature
|
| |
Description
|
|
|
Limit on Shares Authorized
|
| |
If approved by our shareholders, the 2023 Plan will authorize 15,000,000 shares for delivery under equity awards. This will represent approximately 1.9% of Duke Energy’s issued and outstanding common stock as of March 6, 2023.
|
|
|
Clawback and Forfeiture Provisions
|
| |
Awards granted under the 2023 Plan will be subject to forfeiture as provided by the Compensation and People Development Committee if a participant is terminated for cause, engages in activity detrimental to Duke Energy or breaches any agreement or covenant with Duke Energy (such as a non-compete, non-solicitation, non-disclosure, or confidentiality provision). Awards granted under the 2023 Plan are also subject to recoupment under our clawback policy (as it may be amended from time to time).
|
|
|
Responsible Share Counting Provisions
|
| |
The 2023 Plan does not permit “liberal share counting.” Only awards that are cancelled, forfeited, or which are paid in cash can be added back to the 2023 Plan’s share reserve.
|
|
|
No Discounted Stock Options or SARs
|
| |
The 2023 Plan does not permit the use of “discounted” stock options or stock appreciation rights, which means that such awards must be granted with an exercise price or base price at least equal to the fair market value per share of Duke Energy’s common stock on the date of grant.
|
|
|
No Re-Pricing of Stock Options or SARs
|
| |
The 2023 Plan does not permit the “re-pricing” of stock options and stock appreciation rights without shareholder approval. This includes re-pricing by exchange for cash or a new or different type of award.
|
|
|
“Double Trigger” Vesting in Connection with a Change in Control
|
| |
The 2023 Plan provides for “double trigger” vesting of equity awards that are assumed in a change in control transaction, which means that awards assumed in a transaction will continue to vest on their regularly-scheduled vesting date.
|
|
|
Minimum Vesting Period
|
| |
The 2023 Plan generally provides that awards shall not become vested, exercisable, or payable prior to the first anniversary of the date of grant, except upon certain events provided under the terms of the award.
|
|
|
Annual Limit on Awards to Directors
|
| |
The 2023 Plan imposes an annual limit on awards to Duke Energy’s non-employee directors. Specifically, and subject to certain exceptions described below, no non-employee director may be granted awards during any one calendar year that have a grant date fair value for financial accounting purposes, when added to any cash fees or retainers payable to the non-employee director for service on the Board, of more than $750,000.
|
|
|
No Dividends or Dividend Equivalents on Unvested Performance Share Awards or Stock Options
|
| |
Dividends or dividend equivalents payable with respect to any performance share award will be accumulated or reinvested until such performance share award is earned, and the dividends or dividend equivalents shall not be paid if the underlying performance share award does not become vested. Additionally, no dividend equivalents will be granted with respect to shares underlying a stock option or SAR.
|
|
|
Administered by an Independent Committee
|
| |
The 2023 Plan will be administered by the Compensation and People Development Committee, except that any equity award granted to an independent member of the Board must be approved by the Board. Each member of the Compensation and People Development Committee qualifies as “independent” under the listing standards of the NYSE.
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 81
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82 DUKE ENERGY 2023 PROXY STATEMENT
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BUILDING A SMARTER ENERGY FUTURE®
|
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| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 83
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84 DUKE ENERGY 2023 PROXY STATEMENT
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BUILDING A SMARTER ENERGY FUTURE®
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| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 85
|
|
|
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b)(1) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
|
Equity compensation plans approved by security holders
|
| | | | 3,385,638(2) | | | | | | n/a | | | | | | 2,410,473(3) | | |
|
Equity compensation plans not approved by security holders
|
| | | | 109,690(4) | | | | | | n/a | | | | | | n/a(5) | | |
| Total | | | | | 3,495,328 | | | | | | n/a | | | | | | 2,410,473 | | |
|
86 DUKE ENERGY 2023 PROXY STATEMENT
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BUILDING A SMARTER ENERGY FUTURE®
|
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| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 87
|
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88 DUKE ENERGY 2023 PROXY STATEMENT
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BUILDING A SMARTER ENERGY FUTURE®
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| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 89
|
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90 DUKE ENERGY 2023 PROXY STATEMENT
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BUILDING A SMARTER ENERGY FUTURE®
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| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 91
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|
| | | | | | |
More
Information |
|
|
PROPOSAL 1
|
| | Election of directors | | |
Page 12
|
|
|
PROPOSAL 2
|
| | Ratification of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2023 | | |
Page 39
|
|
|
PROPOSAL 3
|
| | Advisory vote to approve Duke Energy’s named executive officer compensation | | |
Page 41
|
|
|
PROPOSAL 4
|
| | Advisory vote on the frequency of the vote on executive compensation | | |
Page 78
|
|
|
PROPOSAL 5
|
| | Approval of the Duke Energy Corporation 2023 Long-Term Incentive Plan | | |
Page 79
|
|
|
PROPOSAL 6
|
| | Shareholder proposal regarding simple majority vote | | |
Page 88
|
|
|
PROPOSAL 7
|
| |
Shareholder proposal regarding formation of a committee to evaluate decarbonization risk
|
| |
Page 90
|
|
|
92 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
|
By Internet
|
| |
By Phone
|
| |
By Mailing Your Proxy Card
|
|
|
![]() |
| |
![]() |
| |
![]() |
|
|
Visit 24/7
www.proxyvote.com |
| |
Call toll-free 24/7 800.690.6903
or by calling the number provided by your broker, bank, or other nominee if your shares are not registered in your name |
| |
Vote, sign your proxy card,
and mail free of postage |
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 93
|
|
|
94 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 95
|
|
|
96 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 97
|
|
| |
2022 Form 10-K
|
| | |
Annual Report on Form 10-K for the year ended December 31, 2022
|
| |
| |
AGA
|
| | |
American Gas Association
|
| |
| |
Annual Meeting
|
| | |
Annual Meeting of Shareholders
|
| |
| |
ANS
|
| | |
American Nuclear Society
|
| |
| |
Board
|
| | | Board of Directors | | |
| |
CDP
|
| | |
Carbon Disclosure Project
|
| |
| |
CEO
|
| | |
Chief Executive Officer
|
| |
| |
CERT
|
| | |
Community Emergency Response Team
|
| |
| |
CFO
|
| | |
Chief Financial Officer
|
| |
| |
COO
|
| | |
Chief Operating Officer
|
| |
| |
CPCN
|
| | |
Certificate of Public Convenience and Necessity
|
| |
| |
Cinergy Plan
|
| | |
Cinergy Corp. Non-Union Employees’ Pension Plan
|
| |
| |
Deloitte
|
| | |
Deloitte & Touche LLP
|
| |
| |
Directors’ Savings Plan
|
| | |
Duke Energy Corporation Directors’ Savings Plan
|
| |
| |
Duke Energy or the Company
|
| | |
Duke Energy Corporation
|
| |
| |
ECBP
|
| | |
Duke Energy Executive Cash Balance Plan
|
| |
| |
EEI
|
| | | Edison Electric Institute | | |
| |
ESCC
|
| | |
Electricity Subsector Coordinating Council
|
| |
| |
EPS
|
| | |
Earnings Per Share
|
| |
| |
ESG
|
| | |
Environmental, social, and governance
|
| |
| |
Exchange Act
|
| | |
Securities Exchange Act of 1934, as amended
|
| |
| |
Executive Savings Plan
|
| | |
Duke Energy Corporation Executive Savings Plan
|
| |
| |
FAP
|
| | |
Final Average Monthly Pay
|
| |
| |
GAAP
|
| | |
Generally Accepted Accounting Principles in the United States
|
| |
| |
GRI
|
| | | Global Reporting Initiative | | |
| |
Internal Revenue Code
|
| | |
Internal Revenue Code of 1986
|
| |
| |
INPO
|
| | |
Institute of Nuclear Power Operations
|
| |
| |
IRP
|
| | |
Integrated Resource Plan
|
| |
| |
LDC
|
| | |
Local Distribution Company
|
| |
| |
LTI
|
| | |
Long-Term Incentive
|
| |
| |
MW
|
| | | Megawatt | | |
| |
NCUC
|
| | |
North Carolina Utilities Commission
|
| |
| |
NEI
|
| | |
Nuclear Energy Institute
|
| |
| |
NEO
|
| | |
Named Executive Officer
|
| |
| |
Notice
|
| | |
Notice Regarding the Availability of Proxy Materials
|
| |
| |
NRC
|
| | |
Nuclear Regulatory Commission
|
| |
| |
NYSE
|
| | |
New York Stock Exchange
|
| |
| |
O&M
|
| | |
Operations and Maintenance
|
| |
| |
OSHA
|
| | |
Occupational Safety and Health Administration
|
| |
| |
pandemic
|
| | |
COVID-19 pandemic
|
| |
| |
Piedmont
|
| | | Piedmont Natural Gas Company, Inc. | | |
| |
RCBP
|
| | |
Duke Energy Retirement Cash Balance Plan
|
| |
| |
Retirement Savings Plan
|
| | |
Duke Energy Retirement Savings Plan
|
| |
| |
RFP
|
| | |
Request For Proposal
|
| |
| |
RSU
|
| | |
Restricted Stock Unit
|
| |
| |
SAR
|
| | | Stock Appreciation Right | | |
| |
SASB
|
| | |
Sustainability Accounting Standards Board
|
| |
| |
SEC
|
| | |
Securities and Exchange Commission
|
| |
| |
Securities Act
|
| | |
Securities Act of 1933, as amended
|
| |
| |
STI
|
| | | Short-Term Incentive | | |
| |
TCFD
|
| | |
Task Force for Climate-related Disclosures
|
| |
| |
TDC
|
| | |
Total Direct Compensation
|
| |
| |
TICR
|
| | |
Total Incident Case Rate
|
| |
| |
TSR
|
| | |
Total Shareholder Return
|
| |
| |
Traditional Program
|
| | |
Cinergy Plan’s Traditional Program
|
| |
| |
UTY
|
| | |
Philadelphia Utility Index
|
| |
|
98 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 99
|
|
|
100 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 101
|
|
|
102 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 103
|
|
|
104 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 105
|
|
|
106 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 107
|
|
|
108 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 109
|
|
|
110 DUKE ENERGY 2023 PROXY STATEMENT
|
| |
BUILDING A SMARTER ENERGY FUTURE®
|
|
| BUILDING A SMARTER ENERGY FUTURE® | | |
DUKE ENERGY 2023 PROXY STATEMENT 111
|
|