Duke Energy CORP PRE 14A, filed Mar 7, 2024

Duke Energy CORP (DUK)

PRE 14A 2024-03-07 For: 2024-05-09

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Added on October 17, 2026

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Items of Business		Board’s Voting Recommendation
1	Election of Directors
2	Ratification of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2024
3	Advisory vote to approve Duke Energy’s named executive officer compensation
4	Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements
5	Shareholder proposal regarding executives to retain significant stock
6	Shareholder proposal regarding financial statement assumptions and climate change
7	Any other business that may properly come before the meeting (or any adjournment or postponement of the meeting)

	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/DUK2024 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

	RULES OF CONDUCT FOR THE ANNUAL MEETING					1
	PROXY SUMMARY					2
	PROPOSAL 1: ELECTION OF DIRECTORS					14
	INFORMATION ON THE BOARD OF DIRECTORS					24
	REPORT OF THE CORPORATE GOVERNANCE COMMITTEE					35
	DIRECTOR COMPENSATION					38
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					40
	PROPOSAL 2: RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024					42
	REPORT OF THE AUDIT COMMITTEE					43
	PROPOSAL 3: ADVISORY VOTE TO APPROVE DUKE ENERGY’S NAMED EXECUTIVE OFFICER COMPENSATION					44
	REPORT OF THE COMPENSATION AND PEOPLE DEVELOPMENT COMMITTEE					44
	COMPENSATION DISCUSSION AND ANALYSIS					45
	EXECUTIVE COMPENSATION					62
	PROPOSAL 4: AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DUKE ENERGY CORPORATION TO ELIMINATE SUPERMAJORITY REQUIREMENTS					80
	PROPOSAL 5: SHAREHOLDER PROPOSAL REGARDING EXECUTIVES TO RETAIN SIGNIFICANT STOCK					81
	PROPOSAL 6: SHAREHOLDER PROPOSAL REGARDING FINANCIAL STATEMENT ASSUMPTIONS AND CLIMATE CHANGE					83
	FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING					85
	OTHER INFORMATION					88
	GLOSSARY OF TERMS					91
	APPENDIX A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DUKE ENERGY CORPORATION					92
	APPENDIX B CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION					97
	APPENDIX C NON-GAAP FINANCIAL MEASURES					99

	Support for Employee Well-Being			We support our employees physically, emotionally, and financially through our wellness and mental health programs and provide education, coaching, and incentives focused on improving our employees’ well-being.
	Diversity & Inclusion Learning Programs			We offer multiple voluntary training options for leaders and individual contributors to sharpen their knowledge and understanding of inclusive practices and equity and diversity engagement, and to build skills and capabilities for sustaining a more inclusive workplace.
	Fair and Equitable Compensation			We are committed to providing market competitive, fair, and equitable compensation by regularly reviewing employee pay. We conduct internal pay equity reviews and benchmarking against peer companies to ensure our pay is competitive.
	Attracting Diverse Talent			We continuously evaluate our practices across the hiring life cycle to attract a talented and diverse workforce to deliver on our commitment to customers. This includes building relationships with four-year colleges and universities, including historically Black colleges and universities, as well as more than 20 community colleges to develop training programs for skilled lineworkers. These programs, as well as partnerships with diverse community and professional organizations, strengthen our pipeline of high-quality, skilled, and diverse talent to build the infrastructure for our net-zero carbon future.
	Courageous Conversations			“Let’s Talk About It” is a series of employee events our Company held around thought-provoking topics to help build understanding and awareness and support an inclusive workplace. In 2023, we had 61 sessions with more than 8,800 employees participating.

	Independence				• Independent Lead Director with clearly defined roles and responsibilities • Independent Board committees • Independent directors meet in independent session at each regularly scheduled Board meeting
	Shareholder Rights				• Ability for shareholders to nominate directors through proxy access • Robust year-round shareholder engagement program, including director involvement • Ability for shareholders to take action by less than unanimous written consent • Ability for shareholders to call a special shareholder meeting • Board responsive to shareholder proposals • Each share of common stock is equal to one vote
	Good Governance Practices				• Majority voting standards for directors with mandatory resignation policy and plurality carve out for contested elections • Annual Board, committee, and director assessments • Clearly defined environmental and social initiatives and goals • Annual election of all directors • Annual shareholder advisory vote on executive compensation • Policy to prohibit all hedging and pledging of corporate securities • Policy to clawback certain compensation • Regular Board refreshment and robust director education program, which in 2023 covered a variety of topics, including an overview of regional transmission organizations, evolution of regulatory models, the utility mergers and acquisitions proposition, hydrogen, Board oversight responsibilities, workforce strategy, and cybersecurity best practices • Stock ownership and retention requirements • Director overboarding policy, reviewed annually and with which all directors are in compliance, which provides that the maximum number of other public company boards our directors can serve on is four, without prior Board approval, and that neither the CEO nor Executive Chairman, if any, may serve on any other company boards, other than nonprofit organizations, without Board approval

	Dated: March 22, 2024			By order of the Board of Directors,

				Kodwo Ghartey-Tagoe Executive Vice President, Chief Legal Officer and Corporate Secretary

	COMPENSATION COMPONENTS
	Base Salary	STI	LTI
Link pay to performance
Attract and retain talented executives and key employees
Emphasize performance-based compensation to motivate executives and key employees
Reward individual performance
Encourage long-term commitment to Duke Energy and align the interests of executives with shareholders


AT DUKE ENERGY WE…		AT DUKE ENERGY WE DO NOT…
	Integrate key performance metrics in our incentive plans relating to environmental, clean energy, 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

Derrick Burks
Independent Director Nominee
	Age: 67 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. Throughout his career Mr. Burks has served companies in various industries, including energy and utilities, and obtained valuable expertise in the areas of environmental operations and regulations, governance, 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: 60 Director of Duke Energy since 2019 Chairwoman, North America Operations, Schneider Electric SA	Committees: • Audit Committee • Operations and Nuclear Oversight Committee Other current public directorships: • Nordson Corporation* • NXP Semiconductors N.V. *Effective April 1, 2024

		Skills and qualifications:
		Ms. Clayton’s qualifications for election include her experience in senior management at Schneider Electric overseeing the strategic direction and financial accountability of the company’s North America operation. In her role as Chairwoman of Schneider Electric North America, and prior roles as CEO and President for the region, she has gained experience in customer service through her oversight of customer call centers, as well as cybersecurity and technology through Schneider Electric’s work with the United States government on its cybersecurity infrastructure. She is well-versed in environmental, social, and governance practices through her work with Schneider Electric’s sustainability division. In working with government policy makers, innovators, agencies, and associations, she brings expertise about the new energy landscape to advance standards and shape policies that impact the changing dynamics of the industry. She also has human capital management experience through her work on talent management, succession planning, and workforce development initiatives at Schneider Electric, Dell, and General Motors. These skills uniquely fit the needs that benefit Duke Energy in our corporate strategy.

Theodore E. Craver, Jr.
Independent Director Nominee
	Age: 72 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.

Robert M. Davis
Independent Director Nominee
	Age: 57 Director of Duke Energy since 2018 Chairman and CEO, Merck & Co. Inc.	Committees: • Corporate Governance Committee • Finance and Risk Management Committee (Chair) Other current public directorships: • Merck & Co. Inc.

		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 and Chairman 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.

Caroline Dorsa
Independent Director Nominee
	Age: 64 Director of Duke Energy since 2021 Retired Executive Vice President and CFO, Public Service Enterprise Group Incorporated	Committees: • Audit Committee • Compensation and People Development Committee Other current public directorships: • Biogen Inc. • Illumina, Inc.

		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.

W. Roy Dunbar
Independent Director Nominee
	Age: 62 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, social 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: 67 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.*
		* Mr. Fanandakis notified ITT Inc. he will not stand for re-election as a director when his current term expires on May 15, 2024.

		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.

Lynn J. Good
Non-Independent Director Nominee Chair
	Age: 64 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.

John T. Herron
Independent Director Nominee
	Age: 70 Director of Duke Energy since 2013 Retired President, CEO and Chief Nuclear Officer, Entergy Nuclear	Committees: • Finance and Risk Management Committee • Operations and Nuclear Oversight Committee (Chair) Other current public directorships: • None

		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.

Idalene F. Kesner
Independent Director Nominee
	Age: 66 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, succession planning, 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 the Kelley School, a public state organization.

E. Marie McKee
Independent Director Nominee
	Age: 73 Director of Duke Energy since 2012 Retired Senior Vice President, Corning Incorporated	Committees: • Compensation and People Development Committee (Chair) • Corporate Governance Committee Other current public directorships: • None

		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 employee matters, governance, 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.

Michael J. Pacilio
Independent Director Nominee
	Age: 63 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.

Thomas E. Skains
Independent Director Nominee
	Age: 67 Director of Duke Energy since 2016 Retired Chairman, President and CEO, Piedmont Natural Gas Company, Inc.	Committees: • Compensation and People Development Committee • Corporate Governance Committee Other current public directorships: • National Fuel Gas Company • Truist Financial Corporation

		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.

William E. Webster, Jr.
Independent Director Nominee
	Age: 70 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