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2018 Proxy Statement
Independent Lead Director
Age: 71     Director since: 2006
Independent: Yes
Other Public Company Boards:
  • None
Occupation:
Chairman, Browning Consolidated, LLC
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Risk Management Customer Service
Age: 66     Director since: 2017
Independent: Yes
Other Public Company Boards:
  • Wells Fargo & Company
Occupation:
Retired Chairman, President and Chief Executive Officer, Edison International
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Industry Environmental Risk Management Customer Service Cybersecurity/​Technology
Age: 51     Director since: 2018
Independent: Yes
Other Public Company Boards:
  • None
Occupation:
Chief Financial Officer and Executive Vice President, Global Services, Merck & Co., Inc.
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Legal Risk Management Cybersecurity/​Technology
Age: 67     Director since: 2007
Independent: Yes
Other Public Company Boards:
  • Hennessy Capital Acquisition Corp. III
Occupation:
Chairman Emeritus, Retired President and Chief Executive Officer, Nucor Corporation
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Environmental Risk Management Customer Service
Age: 71     Director since: 2009
Independent: Yes
Other Public Company Boards:
  • None
Occupation:
Retired Vice Chairman, Executive Vice President and Chief Financial Officer, Northeast Utilities
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Industry Risk Management
Chairman
Age: 58     Director since: 2013
Independent: No
Other Public Company Boards:
  • The Boeing Company
Occupation:
Chairman, President and Chief Executive Officer, Duke Energy Corporation
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Industry Environmental Risk Management Customer Service Cybersecurity/​Technology
Committees:
Age: 64     Director since: 2013
Independent: Yes
Other Public Company Boards:
  • None
Occupation:
Retired President, Chief Executive Officer and Chief Nuclear Officer, Entergy Nuclear
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Industry Environmental Risk Management Customer Service Cybersecurity/​Technology
Age: 70     Director since: 2012
Independent: Yes
Other Public Company Boards:
  • None
Occupation:
Retired Vice Chairman and Chief Operating Officer, First Citizens BancShares, Inc.
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Risk Management
Age: 61     Director since: 2014
Independent: Yes
Other Public Company Boards:
  • AT&T Inc.
  • Ford Motor Company
  • MetLife, Inc.
Occupation:
Non-Executive Chairman, Velocitas Partners, LLC
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Legal Risk Management Cybersecurity/​Technology
Age: 67     Director since: 2012
Independent: Yes
Other Public Company Boards:
  • None
Occupation:
Retired Senior Vice President, Corning Incorporated
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Regulatory/​Government Environmental Risk Management Customer Service
Age: 66     Director since: 2016
Independent: Yes
Other Public Company Boards:
  • Chevron Corporation
Occupation:
Senior Advisor, Amtrak
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Environmental Risk Management Customer Service
Age: 69     Director since: 2012
Independent: Yes
Other Public Company Boards:
  • None
Occupation:
Chairman, Regis HR Group
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Risk Management Customer Service
Age: 61     Director since: 2016
Independent: Yes
Other Public Company Boards:
  • BB&T Corporation
  • National Fuel Gas Company
Occupation:
Retired Chairman, President and Chief Executive Officer, Piedmont Natural Gas
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Finance Regulatory/​Government Legal Industry Environmental Risk Management Customer Service
Age: 64     Director since: 2016
Independent: Yes
Other Public Company Boards:
  • None
Occupation:
Retired Executive Vice President, Institute of Nuclear Power Operations
Gender, Racial or Ethnically Diverse
Qualifications & Skills:
Regulatory/​Government Industry Environmental Risk Management

Board Representation

Director Tenure/Director Age Director Diversity/Director Independence
Michael G. Browning
Finance Risk Management Customer Service
Independent Director Nominee
Non-Independent Director Nominee
Independent Lead Director
Age: 71
Director of Duke Energy since 2006
Gender, Racial or Ethnically Diverse
Occupation: Chairman, Browning Consolidated, LLC

Other current public directorships:
  • None

Mr. Browning has been Chairman of Browning Consolidated, LLC (and its predecessor), a real estate development firm, since 1981 and served as President from 1981 until 2013. He also serves as owner, general partner or managing member of various real estate entities. Mr. Browning is a former director of Standard Management Corporation, Conseco, Inc. and Indiana Financial Corporation. Mr. Browning has served as Independent Lead Director since January 1, 2016.

Skills and qualifications:

Mr. Browning’s qualifications for election include his management experience as well as his knowledge and understanding of customers’ needs in Duke Energy’s Midwest service territory gained during his long career as the Chairman of Browning Consolidated, a real estate holding company located in Indiana. Mr. Browning’s financial and investment expertise adds a valuable perspective to the Board and its committees.

Theodore F. Craver, Jr.
Finance Regulatory/​Government Industry Environmental Risk Management Customer Service Cybersecurity/​Technology
Independent Director Nominee
Non-Independent Director Nominee
Age: 66
Director of Duke Energy since 2017
Gender, Racial or Ethnically Diverse
Occupation: Retired Chairman, President and Chief Executive Officer, Edison International

Other current public directorships:
  • Wells Fargo & Company

Mr. Craver was Chairman, President and Chief Executive Officer of Edison International, the parent company of a large California utility and various competitive electric businesses, from 2008 until his retirement in 2016. From 2005 to 2007, Mr. Craver served as Chief Executive Officer of Edison Mission Energy, a subsidiary of Edison International. Prior to his appointment as Chief Executive Officer of Edison Mission Energy, Mr. Craver served as Chief Financial Officer of Edison International from 2000 to 2004. He started at Edison International in 1996 after leaving First Interstate Bancorp where he was Executive Vice President and Corporate Treasurer. Mr. Craver is a former member of the Electricity Subsector Coordinating Council (“ESCC”), the organization that is the principal liaison between the federal government and the electric power sector responsible for coordinating efforts to prepare for, and respond to, national-level disasters or threats to critical infrastructure. Mr. Craver currently serves as a Senior Advisor to Blackstone’s Global Infrastructure Fund and as a Senior Advisor to Bain & Company. He is also a member of the Economic Advisory Council of the Federal Reserve Bank of San Francisco.

Skills and qualifications:

Mr. Craver’s qualifications for election include his experience as Chief Executive Officer 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 Chief Financial Officer. 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 gives him insight into this crucial area for the Corporation.

Robert M. Davis
Finance Regulatory/​Government Legal Risk Management Cybersecurity/​Technology
Independent Director Nominee
Non-Independent Director Nominee
Age: 51
Director of Duke Energy since 2018
Gender, Racial or Ethnically Diverse
Occupation: Chief Financial Officer and Executive Vice President, Global Services, Merck & Co., Inc.

Other current public directorships:
  • None

Mr. Davis has been Chief Financial Officer since April 2014 and Chief Financial Officer and Executive Vice President, Global Services for Merck & Co. since 2016. Prior to Merck & Co., Mr. Davis worked for Baxter International, Inc. as Corporate Vice President and President of Medical Products from 2010 to 2014, Corporate Vice President and President of Baxter International’s renal business in 2010, Corporate Vice President and Chief Financial Officer from 2006 to 2010, and Treasurer from 2004 to 2006. Mr. Davis previously served on the board of directors for C.R. Bard until its merger with Becton, Dickinson and Company in December 2017.

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 Chief Financial Officer of Merck & Co., as well as his prior experience gained in a variety of management and finance roles at Baxter International. Mr. Davis also has a legal background as a result of the Doctor of Jurisprudence which he earned from Northwestern University in Chicago. This legal and risk management background adds additional insight to the Board’s discussions of corporate and risk matters. Mr. Davis also has significant experience with technology and cybersecurity obtained during his time as Chief Financial Officer of Merck & Co. and Baxter International where he had direct oversight over those areas. Finally, Mr. Davis’ experience at Merck & Co. provides valuable insight into navigating an industry undergoing rapid transformation.

Daniel R. DiMicco
Finance Regulatory/​Government Environmental Risk Management Customer Service
Independent Director Nominee
Non-Independent Director Nominee
Age: 67
Director of Duke Energy since 2007
Gender, Racial or Ethnically Diverse
Occupation: Chairman Emeritus, Retired President and Chief Executive Officer, Nucor Corporation

Other current public directorships:
  • Hennessy Capital Acquisition Corp. III

Mr. DiMicco has served as Chairman Emeritus of Nucor, a steel company, since December 2013. He served as Executive Chairman of Nucor from January 2013 until December 2013 and as Chairman from May 2006 until December 2012. He served as Chief Executive Officer from September 2000 until December 2012 and President from September 2000 until December 2010. Mr. DiMicco was a member of the Nucor board of directors from 2000 until 2013 and is a former chairman of the American Iron and Steel Institute.

Skills and qualifications:

Mr. DiMicco’s qualifications for election include his management, finance and risk management experience gained during his time as Chief Executive Officer of a Fortune 500 company which served many constituencies. In addition, his experience as Chief Executive Officer of a large industrial corporation provides a valuable perspective on Duke Energy’s industrial customer class as well as extensive knowledge of regulatory issues and environmental regulations in Duke Energy’s Carolinas and Midwest service territories.

John H. Forsgren
Finance Regulatory/​Government Industry Risk Management
Independent Director Nominee
Non-Independent Director Nominee
Age: 71
Director of Duke Energy since 2009
Gender, Racial or Ethnically Diverse
Occupation: Retired Vice Chairman, Executive Vice President and Chief Financial Officer, Northeast Utilities

Other current public directorships:
  • None

Mr. Forsgren was Vice Chairman, Executive Vice President and Chief Financial Officer of Northeast Utilities from 1996 until his retirement in 2004. He is a former director of The Phoenix Companies, Inc., CuraGen Corporation and Neon Communications Group, Inc.

Skills and qualifications:

As a Vice Chairman and Chief Financial Officer of a large regulated utility company prior to his retirement, Mr. Forsgren’s qualifications for election include financial and risk management expertise gained during his time as Chief Financial Officer as well as extensive knowledge of the energy industry, the regulatory environment within the industry and insight on renewable energy due to his management experience at a regulated utility.

Lynn J. Good
Finance Regulatory/​Government Industry Environmental Risk Management Customer Service Cybersecurity/​Technology
Independent Director Nominee
Non-Independent Director Nominee
Chairman
Age: 58
Director of Duke Energy since 2013
Gender, Racial or Ethnically Diverse
Occupation: Chairman, President and Chief Executive Officer, Duke Energy Corporation

Committees:
Other current public directorships:
  • The Boeing Company

Ms. Good has served as Chairman, President and Chief Executive Officer of Duke Energy since January 1, 2016, and was Vice Chairman, President and Chief Executive Officer of Duke Energy from July 2013 through December 2015. She served as Executive Vice President and Chief Financial Officer of Duke Energy from July 2009 through June 2013. She is a former director of Hubbell Incorporated.

Skills and qualifications:

Ms. Good is our Chief Executive Officer and was previously our Chief Financial Officer. Her extensive financial and risk management background as well as her knowledge of the affairs of Duke Energy and its business and her experience in the utility industry, its regulatory issues, technologies, environmental regulations and customer focus provide valuable resources for the Board.

John T. Herron
Finance Regulatory/​Government Industry Environmental Risk Management Customer Service Cybersecurity/​Technology
Independent Director Nominee
Non-Independent Director Nominee
Age: 64
Director of Duke Energy since 2013
Gender, Racial or Ethnically Diverse
Occupation: Retired President, Chief Executive Officer and Chief Nuclear Officer, Entergy Nuclear

Other current public directorships:
  • None

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

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. During Mr. Herron’s career, and particularly during his time as Chief Executive Officer and Chief Nuclear Officer of Entergy Nuclear, he gained significant financial, regulatory, environmental and risk management expertise as well as an understanding of utility customers. Mr. Herron also had direct responsibility for the management of cybersecurity as Chief Executive Officer and Chief Nuclear Officer of Entergy Nuclear.

James B. Hyler, Jr.
Finance Regulatory/​Government Risk Management
Independent Director Nominee
Non-Independent Director Nominee
Age: 70
Director of Duke Energy since 2012
Gender, Racial or Ethnically Diverse
Occupation: Retired Vice Chairman and Chief Operating Officer, First Citizens BancShares, Inc.

Other current public directorships:
  • None

Mr. Hyler was Vice Chairman and Chief Operating Officer of First Citizens BancShares, a company involved in commercial banking, from 1994 until 2008, President from 1988 until 1994 and Chief Financial Officer from 1980 until 1988. Prior to joining First Citizens BancShares, Mr. Hyler was an auditor with Ernst & Young for 10 years. Mr. Hyler served as a director of First Citizens BancShares from 1988 until 2008 and as Managing Director of Morehead Capital Management, LLC from December 2011 until December 2015.

Skills and qualifications:

Mr. Hyler’s qualifications for election include his understanding of Duke Energy’s North Carolina service territory and his knowledge and expertise in financial services, regulatory matters, corporate finance and risk management gained during his career in finance as Vice Chairman and Chief Operating Officer of First Citizens BancShares as well as his role with Morehead Capital Management.

William E. Kennard
Finance Regulatory/​Government Legal Risk Management Cybersecurity/​Technology
Independent Director Nominee
Non-Independent Director Nominee
Age: 61
Director of Duke Energy since 2014
Gender, Racial or Ethnically Diverse
Occupation: Non-Executive Chairman, Velocitas Partners, LLC

Other current public directorships:
  • AT&T Inc.
  • Ford Motor Company
  • MetLife, Inc.

Mr. Kennard has been Co-Founder and Non-Executive Chairman of Velocitas Partners, an asset management firm, since November 2014. He also serves as an advisor to Staple Street Capital and Astra Capital Management, both private equity firms. Prior to joining Velocitas Partners, Mr. Kennard served as Senior Advisor at Grain Management from October 2013 until November 2014, United States Ambassador to the European Union from 2009 until August 2013, Managing Director of The Carlyle Group from 2001 until 2009, and Chairman of the Federal Communications Commission (“FCC”) from 1997 until 2001.

Skills and qualifications:

Mr. Kennard’s qualifications for election include his considerable experience and knowledge of the regulatory arena, as well as his financial, legal and risk management knowledge obtained during his career as a lawyer and investor in the technology and telecommunications sector, and as Chairman of the FCC and United States Ambassador.

E. Marie McKee
Regulatory/​Government Environmental Risk Management Customer Service
Independent Director Nominee
Non-Independent Director Nominee
Age: 67
Director of Duke Energy since 2012
Gender, Racial or Ethnically Diverse
Occupation: Retired Senior Vice President, Corning Incorporated

Other current public directorships:
  • None

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

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 employment and compensation practices. Her prior experience as a senior executive of Corning Incorporated has also given her excellent operating skills and an understanding of financial matters and her exposure to environmental regulations and risk management with regard to the manufacturing process aids the Board in its oversight of environmental, health and safety matters.

Charles W. Moorman IV
Finance Regulatory/​Government Environmental Risk Management Customer Service
Independent Director Nominee
Non-Independent Director Nominee
Age: 66
Director of Duke Energy since 2016
Gender, Racial or Ethnically Diverse
Occupation: Senior Advisor, Amtrak

Other current public directorships:
  • Chevron Corporation

Mr. Moorman is Senior Advisor to Amtrak. He has served in this position since January 2018. Prior to that date, Mr. Moorman served as President and Chief Executive Officer of Amtrak since August 2016. Previously, Mr. Moorman served as Chairman and Chief Executive Officer of Norfolk Southern Corporation and was Special Advisor to the Chief Executive Officer of Norfolk Southern from October 2015 until December 31, 2015. Prior to his retirement, he served as Chairman of Norfolk Southern from 2006 until 2015 and as Chief Executive Officer from 2005 until 2015.

Skills and qualifications:

Mr. Moorman’s qualifications for election include experience in business, regulatory issues, finance, technology, strategy, risk management and safety and environmental issues as a result of his career at a large public company in the freight and transportation industry. His experience with Amtrak also gives him reliable insight into customer needs.

Carlos A. Saladrigas
Finance Risk Management Customer Service
Independent Director Nominee
Non-Independent Director Nominee
Age: 69
Director of Duke Energy since 2012
Gender, Racial or Ethnically Diverse
Occupation: Chairman, Regis HR Group

Other current public directorships:
  • None

Mr. Saladrigas is Chairman of Regis HR Group, which offers a full suite of outsourced human resources services to small and mid-sized businesses. He has served in this position since July 2008. Mr. Saladrigas served as Chairman of Concordia Healthcare Holdings, LLC, which specializes in managed behavioral health, from 2011 until 2017. Prior to joining Regis HR Group and Concordia Healthcare Holdings, LLC, he served as Vice Chairman from 2007 until 2008, and as Chairman from 2002 until 2007 of Premier American Bank. Mr. Saladrigas served as Chief Executive Officer of ADP Total Source (previously the Vincam Group, Inc.) from 1984 until 2002.

Skills and qualifications:

Mr. Saladrigas’ qualifications for election include his extensive expertise in human resources, risk management and finance as well as his understanding of customer needs in Duke Energy’s Florida service territory.

Thomas E. Skains
Finance Regulatory/​Government Legal Industry Environmental Risk Management Customer Service
Independent Director Nominee
Non-Independent Director Nominee
Age: 61
Director of Duke Energy since 2016
Gender, Racial or Ethnically Diverse
Occupation: Retired Chairman, President and Chief Executive Officer, Piedmont Natural Gas

Other current public directorships:
  • BB&T Corporation
  • National Fuel Gas Company

Mr. Skains was Chairman, President and Chief Executive Officer of Piedmont Natural Gas, a regional natural gas distributor, until his retirement in 2016. He served as Chairman of Piedmont Natural Gas from December 2003 until October 2016, Chief Executive Officer from February 2003 until October 2016 and as President from February 2002 until October 2016. Previously, he served as Chief Operating Officer of Piedmont Natural Gas from February 2002 until February 2003. From 1995 until 2002, he served as Senior Vice President, Marketing and Supply Services and directed Piedmont Natural Gas’ commercial natural gas activities.

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 Chief Executive Officer of Piedmont Natural Gas. His time at Piedmont Natural Gas has also given him 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 it expands into the natural gas arena since the acquisition of Piedmont Natural Gas. His prior experience as a corporate energy attorney also gives Mr. Skains insight on legal and regulatory compliance matters.

William E. Webster, Jr.
Regulatory/​Government Industry Environmental Risk Management
Independent Director Nominee
Non-Independent Director Nominee
Age: 64
Director of Duke Energy since 2016
Gender, Racial or Ethnically Diverse
Occupation: Retired Executive Vice President, Institute of Nuclear Power Operations

Other current public directorships:
  • None

Mr. Webster was Executive Vice President of Industry Strategy for the Institute of Nuclear Power Operations (“INPO”), a non-profit organization that promotes the highest levels of safety and reliability in the operation of commercial nuclear power plants, until his retirement in June 2016. Mr. Webster has 34 years of experience obtained at INPO where he held a variety of management positions in the Industry Evaluations, Plant Support, Engineering Support and Plant Analysis and Emergency Preparedness divisions prior to his retirement.

Skills and qualifications:

Mr. Webster’s qualifications for election include his extensive knowledge gained during his 34 years in the nuclear industry, including exposure to environmental laws, regulatory expertise as well as unique insight into best practices in engineering and risk management which is an asset to the Board and its committees.

Audit Committee

* Designated as an Audit Committee Financial Expert by the Board

  • The Audit Committee considers risks and matters related to financial reporting, internal controls, compliance and legal matters and cybersecurity and technology matters.
  • As part of its responsibilities, the Audit Committee selects and retains an independent registered public accounting firm to conduct audits of the accounts of Duke Energy and our subsidiaries. It also reviews with the independent registered public accounting firm the scope and results of their audits, as well as the accounting procedures, internal controls, and accounting and financial reporting policies and practices of Duke Energy and our subsidiaries and makes reports and recommendations to the Board as it deems appropriate.
  • The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by our independent registered public accounting firm. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging the Independent Auditor for Services, which provides that the Audit Committee will establish detailed services and related fee levels that may be provided by the independent registered public accounting firm and will review such policy annually. See page 33 for additional information on the Audit Committee’s preapproval policy.
  • The Board has determined that Mr. Craver, Mr. Davis, Mr. Hyler and Mr. Saladrigas are “Audit Committee Financial Experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. See pages 10, 11, 13 and 15 for a description of their business experience.
  • Each of the members has been determined to be “independent” within the meaning of the NYSE’s listing standards, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Corporation’s Standards for Assessing Director Independence. In addition, each of the members meets the financial literacy requirements for audit committee membership under the NYSE’s rules and the rules and regulations of the SEC.

Meetings held in 2017: Eight

Each committee operates under a written charter adopted by the Board. The charter for the Audit Committee is posted on our website here.

Compensation Committee
  • The Compensation Committee establishes and reviews our overall compensation philosophy, confirms that our policies and philosophy do not encourage excessive or inappropriate risk-taking by our employees, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves equity grants and reviews the effectiveness of, and approves changes to, compensation programs. The Compensation Committee also makes recommendations to the Board on compensation for independent directors.
  • Management’s role in the compensation-setting process is to recommend compensation programs and assemble information as required by the committee. When establishing the compensation program for our named executive officers, the committee considers input and recommendations from management, including Ms. Good, who attends the Compensation Committee meetings.
  • The Compensation Committee has engaged FW Cook as its independent compensation consultant. The compensation consultant generally attends each committee meeting and provides advice to the committee at the meetings, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent advice to the Compensation Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation Committee.
  • Each of the members of the Compensation Committee has been determined to be “independent” within the meaning of the NYSE’s listing standards, Rule 10C-1(b) of the Exchange Act, and the Corporation’s Standards for Assessing Director Independence; to be “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”); and, to be “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act.
  • Compensation Committee Interlocks and Insider Participation. During 2017, Ms. McKee, Mr. Browning, Mr. Moorman and Mr. Saladrigas served as members of the Compensation Committee, with Mr. Forsgren joining the Compensation Committee on January 8, 2018. None of the Compensation Committee members was an officer or employee of Duke Energy during 2017 or a former officer of the Duke Energy or had any business relationships requiring review and disclosure under our Related Person Transactions Policy. Furthermore, none of our executive officers served as a director or member of the compensation committee (or other committee of the board performing equivalent functions) of another entity where an executive officer of such entity served as a director of Duke Energy or on our Compensation Committee.

Meetings held in 2017: Six

Each committee operates under a written charter adopted by the Board. The charter for the Compensation Committee is posted on our website here.

Corporate Governance Committee
  • The Corporate Governance Committee considers risks and matters related to corporate governance and the Corporation’s policies and practices with respect to political activities, community affairs and sustainability.
  • It recommends the size and composition of the Board and its committees and recommends potential Chief Executive Officer successors to the Board.
  • The Corporate Governance Committee also recommends to the Board the slate of nominees, including any nominees recommended by shareholders, for director at each year’s Annual Meeting and, when vacancies occur, names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to identify or evaluate or to assist in identifying or evaluating a potential nominee.
  • The Corporate Governance Committee performs an annual evaluation of the performance of the Chief Executive Officer with input from the full Board. The Corporate Governance Committee assists the Board in its annual determination of director independence and review of any related person transactions as well as the Board’s annual assessment of the Board and each of its committees.
  • Each of the members of the Corporate Governance Committee has been determined to be “independent” within the meaning of the NYSE’s listing standards and the Corporation’s Standards for Assessing Director Independence.

Meetings held in 2017: Five

Each committee operates under a written charter adopted by the Board. The charter for the Corporate Governance Committee is posted on our website here.

Finance & Risk Management Committee
  • The Finance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise risk at the Corporation. This oversight function includes reviews of Duke Energy’s financial and fiscal affairs and recommendations to the Board regarding dividends, financing and fiscal policies, and significant transactions. It reviews the financial exposure of Duke Energy, as well as mitigation strategies, reviews Duke Energy’s enterprise risk exposures and provides oversight for the process to assess and manage enterprise risk, and reviews the financial impacts of major projects as well as capital expenditures.

Meetings held in 2017: Four

Each committee operates under a written charter adopted by the Board. The charter for the Finance & Risk Management Committee is posted on our website here.

Nuclear Oversight Committee
  • The Nuclear Oversight Committee provides oversight of the nuclear safety, operational and financial performance as well as operational risks, long-term plans and strategies of Duke Energy’s nuclear power program. The oversight role is one of review, observation and comment and in no way alters management’s authority, responsibility or accountability. The Nuclear Oversight Committee visits each of Duke Energy’s operating nuclear power stations over a two-year period and reviews the station’s nuclear safety, operational and financial performance.

Meetings held in 2017: Four

Each committee operates under a written charter adopted by the Board. The charter for the Nuclear Oversight Committee is posted on our website here.

Regulatory Policy & Operations Committee
  • The Regulatory Policy and Operations Committee provides oversight of Duke Energy’s regulatory and legislative strategy impacting utility operations in each jurisdiction. The Committee also has oversight over environmental, health and safety matters and the risks related to such matters, including our ash management strategy, as well as the public policies and practices of Duke Energy. This includes reviewing Duke Energy’s regulatory approach to strategic initiatives, the operational performance of Duke Energy’s utilities with regard to energy supply, delivery, fuel procurement and transportation and making visits to Duke Energy’s generation facilities. The Regulatory Policy and Operations Committee is also responsible for the oversight of Duke Energy’s environmental, health and safety goals and policies.

Meetings held in 2017: Four

Each committee operates under a written charter adopted by the Board. The charter for the Regulatory Policy & Operations Committee is posted on our website here.

Finance

Finance experience is important in overseeing the financial position of the Corporation.

The nominees below all exhibit this skill or qualification:

Regulatory/​Government

Regulatory/Government experience is important in understanding the regulated nature of the industry.

The nominees below all exhibit this skill or qualification:

Legal

Legal experience is important in understanding the Corporation’s legal risks and obligations.

The nominees below all exhibit this skill or qualification:

Industry

Industry experience is important in understanding the technical nature of the Corporation’s business.

The nominees below all exhibit this skill or qualification:

Environmental

Environmental experience is important to assess the Corporation’s environmental compliance obligations and operations.

The nominees below all exhibit this skill or qualification:

Risk Management
Customer Service

Customer Service experience is important as the Corporation focuses on meeting customer expectations and transforming the customer experience.

The nominees below all exhibit this skill or qualification:

Cybersecurity/​Technology

Cybersecurity/Technology experience is important in overseeing the enhancement and security of the Corporation’s business and operational technical systems, including customer experience, financial systems and internal and grid operations.

The nominees below all exhibit this skill or qualification:

 
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