Duke Energy Interactive Proxy Statement 2017

Download Proxy PDF

Jump to a chapter:

Director Nominees

  • Michael J. Angelakis

  • Michael G. Browning

  • Theodore F. Craver, Jr.

  • Daniel R. DiMicco

  • John H. Forsgren

  • Lynn J. Good

  • John T. Herron

  • James B. Hyler, Jr.

  • William E. Kennard

  • E. Marie McKee

  • Charles W. Moorman IV

  • Carlos A. Saladrigas

  • Thomas E. Skains

  • William E. Webster, Jr.

View by Qualification:

  • View All
  • Leadership

    • Michael G. Browning
    • Daniel R. DiMicco
    • John H. Forsgren
    • Lynn J. Good
    • John T. Herron
    • James B. Hyler, Jr.
    • William E. Kennard
    • E. Marie McKee
    • Carlos A. Saladrigas
    • Michael J. Angelakis
    • Charles W. Moorman IV
    • Theodore F. Craver, Jr.
    • Thomas E. Skains
    • William E. Webster, Jr.
  • Finance

    • Michael G. Browning
    • John H. Forsgren
    • Lynn J. Good
    • James B. Hyler, Jr.
    • William E. Kennard
    • Carlos A. Saladrigas
    • Michael J. Angelakis
    • Charles W. Moorman IV
    • Theodore F. Craver, Jr.
    • Thomas E. Skains
    • Daniel R. DiMicco
  • Regulatory/Government

    • Daniel R. DiMicco
    • John H. Forsgren
    • James B. Hyler, Jr.
    • William E. Kennard
    • John T. Herron
    • William E. Webster, Jr.
    • Theodore F. Craver, Jr.
    • Thomas E. Skains
    • Michael J. Angelakis
    • Lynn J. Good
    • E. Marie McKee
    • Charles W. Moorman IV
  • Legal

    • William E. Kennard
    • Thomas E. Skains
  • Industry

    • John H. Forsgren
    • Lynn J. Good
    • John T. Herron
    • William E. Webster, Jr.
    • Thomas E. Skains
    • Theodore F. Craver, Jr.
  • Environmental

    • Daniel R. DiMicco
    • Charles W. Moorman IV
    • William E. Webster, Jr.
    • Theodore F. Craver, Jr.
    • Thomas E. Skains
    • E. Marie McKee
    • John T. Herron
    • Lynn J. Good
  • Risk Management

    • John H. Forsgren
    • John T. Herron
    • James B. Hyler, Jr.
    • William E. Kennard
    • E. Marie McKee
    • Michael J. Angelakis
    • Charles W. Moorman IV
    • Lynn J. Good
    • William E. Webster, Jr.
    • Theodore F. Craver, Jr.
    • Thomas E. Skains
    • Daniel R. DiMicco
    • Michael G. Browning
    • Carlos A. Saladrigas
  • Customer Service

    • Thomas E. Skains
    • Theodore F. Craver, Jr.
    • Carlos A. Saladrigas
    • Charles W. Moorman IV
    • E. Marie McKee
    • Lynn J. Good
    • Daniel R. DiMicco
    • Michael G. Browning
    • Michael J. Angelakis
  1. Gender
  2. More Diversity

View by years of Tenure:

  • View All
  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

  • View All
  • Audit


    Number of meetings: 9
    Chair: Michael J. Angelakis

    Audit Committee Financial Experts

    - Michael J. Angelakis

    - Carlos A. Saladrigas

    • Carlos A. Saladrigas
    • James B. Hyler, Jr.
    • E. Marie McKee
    • Michael J. Angelakis
    • John H. Forsgren
  • Compensation


    Number of meetings: 7
    Chair: E. Marie McKee

    • E. Marie McKee
    • Carlos A. Saladrigas
    • Charles W. Moorman IV
    • Michael G. Browning
  • Corporate Governance


    Number of meetings: 6
    Chair: Michael G. Browning

    • Michael G. Browning
    • Daniel R. DiMicco
    • William E. Kennard
  • Finance and Risk Management


    Number of meetings: 6
    Chair: John H. Forsgren

    • John H. Forsgren
    • Theodore F. Craver, Jr.
    • Michael J. Angelakis
    • William E. Kennard
    • Michael G. Browning
  • Nuclear Oversight


    Number of meetings: 6
    Chair: John T. Herron

    • Daniel R. DiMicco
    • John T. Herron
    • Charles W. Moorman IV
    • Thomas E. Skains
    • William E. Webster, Jr.
  • Regulatory Policy and Operations


    Number of meetings: 5
    Chair: James B. Hyler, Jr.

    • James B. Hyler, Jr.
    • John T. Herron
    • William E. Kennard
    • William E. Webster, Jr.
    • Thomas E. Skains
    • Theodore F. Craver, Jr.

View by Age:

  • View All
  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

  • View All
  • Chairman, President and Chief Executive Officer


    Lynn J. Good
    • Lynn J. Good
  • Independent Lead Director


    Michael G. Browning
    • Michael G. Browning
Close

Michael J. Angelakis

Chairman and Chief Executive Officer, Atairos Management, L.P.


Age: 52
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Hewlett Packard Enterprise Co.; Groupon, Inc.
Qualifications:

Skills and Qualifications: 

  • Mr. Angelakis’ qualifications for election include his management and financial expertise as well as his risk management experience obtained as a senior executive at a large company.

Mr. Angelakis serves as Chairman and Chief Executive Officer of Atairos Management, L.P., a private investment firm. Prior to that he served as Vice Chairman and Chief Financial Officer at Comcast Corporation from March 28, 2007, until July 31, 2015.

 

 

Michael G. Browning

Chairman, Browning Consolidated, LLC


Age: 70
Director since: 2006
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Skills and Qualifications: 

  • Mr. Browning’s qualifications for election include his management experience and his knowledge and understanding of Duke Energy’s Midwest service territory. Mr. Browning’s financial and investment expertise adds a valuable perspective to the Board and its committees.

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.

Theodore F. Craver, Jr.

Retired Chairman, President and Chief Executive Officer, Edison International


Age: 65
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

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 its regulations, including environmental regulations, as well as his financial experience as a senior finance executive prior to becoming Chief Executive Officer. In addition, Mr. Craver’s experience with grid cybersecurity as a member of the Steering Committee of the Electric Subsector Coordinator Council (“ESCC”) gives him insight into this crucial area for the Corporation.

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 ESCC, the organization which 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 member of the Economic Advisory Council of the Federal Reserve Bank of San Francisco.

Daniel R. DiMicco

Chairman Emeritus, Retired President and Chief Executive Officer, Nucor Corporation


Age: 66
Director since: 2007
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Skills and Qualifications: 

  • Mr. DiMicco’s qualifications for election include his management experience, including his experience as Chief Executive Officer of a Fortune 500 company and successfully operating a company serving many constituencies. In addition, Mr. DiMicco’s 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 the environmental regulations in Duke Energy’s Carolinas and Midwest territories.

Mr. DiMicco has served as Chairman Emeritus of Nucor Corporation, a steel company, since December 2013. Mr. DiMicco served as Executive Chairman of Nucor Corporation 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. Mr. DiMicco is a former chair of the American Iron and Steel Institute.

John H. Forsgren

Retired Vice Chairman, Executive Vice President and Chief Financial Officer, Northeast Utilities


Age: 70
Director since: 2009
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Skills and Qualifications: 

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

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.

 

Lynn J. Good

Chairman, President and Chief Executive Officer


Age: 57
Director since: 2013
Independent: No
Board Committees:
Other Public Boards: The Boeing Company
Qualifications:

Skills and Qualifications: 

  • Ms. Good is our Chief Executive Officer and was previously our Chief Financial Officer. Her knowledge of the affairs of Duke Energy and its business and her experience in the energy industry provide valuable resources for the Board.

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 until June 2013. She is a former director of Hubbell Incorporated.

John T. Herron

Retired President, Chief Executive Officer and Chief Nuclear Officer, Entergy Nuclear


Age: 63
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

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, he has gained significant regulatory and risk management expertise, which is an asset to the Board and its committees.

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.

James B. Hyler, Jr.

Retired Vice Chairman and Chief Operating Officer, First Citizens BancShares, Inc.


Age: 69
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

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, corporate finance and risk management.

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.

William E. Kennard

Non-Executive Chairman, Velocitas Partners, LLC


Age: 60
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: AT&T Inc.; Ford Motor Company; MetLife, Inc.
Qualifications:

Skills and Qualifications: 

  • Mr. Kennard’s qualifications for election include his considerable experience and knowledge of the regulatory arena, as well as his financial knowledge, legal knowledge and international perspective. As former Chairman of the Federal Communications Commission, Mr. Kennard also has a great deal of expertise in technology, which is extremely valuable to the Board and its committees.

Mr. Kennard is Non-Executive Chairman of Velocitas Partners, LLC, an asset management and advisory firm, since November 2014, as well as a member of the Operating Executive Committee of Staple Street Capital, a private equity firm. Prior to joining Velocitas Partners, LLC, Mr. Kennard served as Senior Advisor at Grain Management from October 2013 until November 2014; U.S. 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 from 1997 until 2001.

 

E. Marie McKee

Retired Senior Vice President, Corning Incorporated


Age: 66
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Skills and Qualifications: 

  • Ms. McKee’s qualifications for election include her 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.

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.

Charles W. Moorman IV

President and Chief Executive Officer, Amtrak


Age: 65
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Chevron Corporation
Qualifications:

Skills and Qualifications: 

  • Mr. Moorman’s qualifications for election include experience in business, 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.

Mr. Moorman is the President and Chief Executive Officer of Amtrak, the nation’s passenger railroad. He has served in this position since August 19, 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 1, 2015, until December 31, 2015. Prior to his retirement, he served as Chairman of the Board at Norfolk Southern from 2006 until 2015 and as Chief Executive Officer from 2005 until 2015.

 

Carlos A. Saladrigas

Chairman, Regis HR Group


Age: 68
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Skills and Qualifications: 

  • Mr. Saladrigas’ qualifications for election include his extensive expertise in health care, human resources, financial services and accounting arenas, as well as his understanding of Duke Energy’s Florida service territory.

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 Chairman, from 2002 until 2007, of Premier American Bank. Mr. Saladrigas served as Chief Officer of ADP Total Source (previously the Vincam Group, Inc.) from 1984 until 2002.

 

Thomas E. Skains

Retired Chairman, President and Chief Executive Officer, Piedmont Natural Gas Company, Inc.


Age: 60
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: BB&T Corporation; National Fuel Gas Company
Qualifications:

Skills and Qualifications: 

  • Mr. Skains’ qualifications for election include his extensive knowledge of the natural gas industry and public company governance and strategy, and his experience as a corporate energy attorney allows insight on legal and regulatory compliance matters.

Mr. Skains was Chairman, President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. (“Piedmont Natural Gas”), a national 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.

William E. Webster, Jr.

Retired Executive Vice President, Institute of Nuclear Power Operations


Age: 63
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Skills and Qualifications: 

  • Mr. Webster’s qualifications for election include his extensive knowledge gained during his 34 years in the nuclear industry which has given him 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.

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

Meeting Highlights

The Venue


Online, dukeenergy.onlineshareholdermeeting.com

Date/Time:

May 4, 2017 12:30p.m.Eastern Time

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
Election of directors; check-box
Ratification of Deloitte & Touche LLP as Duke Energy Corporation’s independent registered public accounting firm for 2017; check-box
Advisory vote to approve Duke Energy Corporation’s named executive officer compensation; check-box
Advisory vote on the frequency of the vote on executive compensation; check-box
Amendment to the Amended and Restated Certificate of Incorporation of Duke Energy Corporation to eliminate supermajority requirements; check-box
A shareholder proposal regarding providing an annual report on Duke Energy’s lobbying expenses; x
A shareholder proposal regarding preparing an assessment of the impacts on Duke Energy’s portfolio of climate change consistent with a two degree scenario; x
A shareholder proposal regarding providing a report on the public health risks of Duke Energy’s coal use; and x
Any other business that may properly come before the meeting (or any adjournment or postponement of the meeting)

Title Goes Here