Duke Energy CORP DEF 14A, filed Mar 14, 2025

Duke Energy CORP (DUK)

DEF 14A 2025-03-14 For: 2025-05-01

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Added on June 12, 2026

About this DEF 14A

Duke Energy CORP filed this DEF 14A on March 14, 2025.

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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 2025
3	Advisory vote to approve Duke Energy’s named executive officer compensation
4	Shareholder proposal regarding support simple majority vote
5	Shareholder proposal regarding a net-zero audit
6	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/DUK2025 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					13
	INFORMATION ON THE BOARD OF DIRECTORS					23
	REPORT OF THE CORPORATE GOVERNANCE COMMITTEE					33
	DIRECTOR COMPENSATION					37
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					39
	PROPOSAL 2: RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025					41
	REPORT OF THE AUDIT COMMITTEE					42
	PROPOSAL 3: ADVISORY VOTE TO APPROVE DUKE ENERGY’S NAMED EXECUTIVE OFFICER COMPENSATION					43
	REPORT OF THE COMPENSATION AND PEOPLE DEVELOPMENT COMMITTEE					43
	COMPENSATION DISCUSSION AND ANALYSIS					44
	EXECUTIVE COMPENSATION					63
	PROPOSAL 4: SHAREHOLDER PROPOSAL REGARDING SUPPORT SIMPLE MAJORITY VOTE					81
	PROPOSAL 5: SHAREHOLDER PROPOSAL REGARDING A NET-ZERO AUDIT					83
	FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING					85
	OTHER INFORMATION					88
	GLOSSARY OF TERMS					91
	A CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION					92
	B NON-GAAP FINANCIAL MEASURES					94

	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. In addition, our employee assistance program provides support when it is needed and requested to help improve the resiliency of our employees and their families.
	Learning and Development Programs			We are committed to providing learning and skill development solutions to help employees power their potential and support business transformation. Our programs help prepare our leaders and employees to meet the future challenges of our industry. In addition, we also provide ongoing performance feedback and development opportunities as an investment in our teammates, which is the key to our success as a company.
	Fair Compensation			We are committed to providing market competitive and fair compensation by regularly reviewing employee pay. We conduct internal pay reviews and benchmarking against peer companies to ensure our pay is competitive.
	Attracting High-Caliber Talent			We continuously evaluate our practices across the hiring life cycle to attract a talented workforce to deliver on our commitment to customers. This includes building relationships with four-year colleges and universities, as well as community colleges, where we support specific programs, such as training skilled lineworkers. These programs, as well as partnerships with community and professional organizations, strengthen our pipeline of high-quality and skilled talent to build the infrastructure required to meet the current and future needs of our customers.
	Employee Engagement			Engaging in ongoing dialogue with our employees is one important way we are able to build a culture of transparency. Regular listening allows us to better understand employee perspectives, and to help guide our actions.

	Independence				• Lead Independent Director* with clearly defined roles and responsibilities • Independent directors meet in independent session at each regularly scheduled Board meeting • Strict director independence standards • 13 out of 14 director nominees are independent • Board committees are 100% independent
	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				• Board plays major role in overseeing business strategy, risk management, succession planning, and people development • 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 • Policy to prohibit insider trading • Regular Board refreshment and robust director education program, which in 2024 covered a variety of topics, including, but not limited to, approaches for executing large capital expenditure projects, the potential impacts of artificial intelligence on the energy transition, and an overview of storm restoration efforts, including a site visit to one of our control centers set-up to focus on physical security, balancing generation to load, reservoir management, and outage restoration in impacted areas • Stock ownership and retention requirements • Director overboarding policy, 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 Chair, if any, may serve on any other company boards, other than nonprofit organizations, without Board approval. All directors are in compliance with this policy.

	Dated: March 14, 2025			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

Derrick Burks
Independent Director Nominee
	Age: 68 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 these areas, as well as his knowledge of the Indiana service territory, are valuable contributions to the Board.

Annette K. Clayton
Independent Director Nominee
	Age: 61 Director of Duke Energy since 2019 Retired Chairwoman and CEO, Schneider Electric North America	Committees: • Audit Committee • Finance and Risk Management Committee Other current public directorships: • Nordson Corporation • NXP Semiconductors N.V. • Oshkosh Corporation

		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 prior roles as Chairwoman of Schneider Electric North America, and as CEO and President for the region, she 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 F. Craver, Jr.
Independent Director Nominee
	Age: 73 Chair* *Mr. Craver will transition from Lead Independent Director to Independent Chair of the Board effective April 1, 2025. 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: 58 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: 65 Director of Duke Energy since 2021 Retired Executive Vice President and CFO, Public Service Enterprise Group Incorporated	Committees: • Audit Committee • Operations and Nuclear Oversight 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: 63 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: 68 Director of Duke Energy since 2019 Retired Executive Vice President, DuPont de Nemours, Inc. (formerly DowDuPont, Inc.)	Committees: • Audit Committee (Chair) • Compensation and People Development Committee Other current public directorships: • FTI Consulting, 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.

John T. Herron
Independent Director Nominee
	Age: 71 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: 67 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: 74 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: 64 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 pursues its business strategy. 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.

Harry K. Sideris
Non-Independent Director Nominee
	Age: 54 Director of Duke Energy since 2025 President and CEO,* Duke Energy Corporation *Mr. Sideris will become CEO effective April 1, 2025.	Committees: • None Other current public directorships: • None

		Skills and qualifications:
		Mr. Sideris’s qualifications for election include his extensive leadership experience in operations, customer service, strategy, and stakeholder and regulatory engagement, and in-depth knowledge of the utilities industry gained through his nearly three-decade career with Duke Energy. His knowledge of the affairs of Duke Energy and our business makes him a valuable resource for the Board.

Thomas E. Skains
Independent Director Nominee
	Age: 68 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: 71 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 incident 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 our Company focuses on operational excellence.