Proposal 1: Election of Directors

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Proposal 1: Election of Directors

 The Board of Directors

The Board of Directors of Duke Energy has nominated the following 14 candidates to serve on the Board. We have a declassified Board of Directors, which means all of the directors are voted on every year at the Annual Meeting.

If any director is unable to stand for election, the Board of Directors may reduce the number of directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute director. We do not expect that any nominee will be unavailable or unable to serve. The Corporate Governance Committee, comprised of only independent directors, has recommended the following current directors as nominees for director and the Board of Directors has approved their nomination for election. One of our directors, Ms. Gray, will be retiring at our Annual Meeting in accordance with our Principles for Corporate Governance. Therefore, she is not nominated for reelection.

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Board Biographical Information, Skills and Qualifications

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Board 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:

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  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

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  • 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:

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  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

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  • 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.

 

Majority Voting for the Election of Directors

Under the Corporation’s By-Laws, in an uncontested election at which a quorum is present, a director-nominee will be elected if the number of votes cast ‘‘FOR’’ the nominee’s election exceeds the number of votes cast as ‘‘WITHHOLD’’ from that nominee’s election. Abstentions and broker non-votes do not count. In addition, the Corporation has a resignation policy in its Principles for Corporate Governance which requires an incumbent Director who has more votes cast as ‘‘WITHHOLD’’ from that nominee’s re-election than votes cast ‘‘FOR’’ his or her re-election to tender his or her letter of resignation for consideration by the Corporate Governance Committee of the Corporation’s Board of Directors.

In contested elections, Directors will be elected by plurality vote. For purposes of the By-Laws, a ‘‘contested election’’ is an election in which the number of nominees for director is greater than the number of directors to be elected.

The Board of Directors Recommends a Vote “FOR” Each Nominee.

Information on the Board of Directors

Our Board Leadership Structure

Lynn J. Good serves as the Corporation’s Chairman, President and Chief Executive Officer. Our Board of Directors believes that combining the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision‑making and execution of corporate strategy.

The Board regularly evaluates the leadership structure of the Corporation and may consider alternative approaches, as appropriate, over time. Though the Board is currently structured with a combined Chairman and Chief Executive Officer, the Board believes that the Corporation and its shareholders are best served by the Board retaining discretion to determine the appropriate leadership structure based on what it believes is best for the Corporation at a particular point in time, including whether the same individual should serve as both Chairman and Chief Executive Officer, or whether the roles should be separate.

Michael G. Browning serves as the Corporation’s Independent Lead Director and has served in that role since January 2016. Mr. Browning’s responsibilities, which meet the latest corporate governance standards set by the National Association of Corporate Directors, include, among other things:

  • leading, in conjunction with the Corporate Governance Committee, the process for the review of the Chief Executive Officer and the Board;
  • presiding at the executive sessions of the independent members of the Board;
  • assisting the Chairman and the Chief Executive Officer in setting, reviewing and approving agendas and schedules of Board meetings;
  • calling meetings of the independent members of the Board when necessary and appropriate;
  • developing topics for discussion during executive sessions of the Board;
  • consulting with the Corporate Governance Committee on the Board’s annual self‑assessment;
  • assisting the Chairman and the Chief Executive Officer to promote the efficient and effective performance and functioning of the Board; and
  • being available for consultation and direct communication with the Corporation’s major shareholders.

A complete list of the responsibilities of our Independent Lead Director is included in our Principles for Corporate Governance, a copy of which is posted on our website at www.duke-energy.com/our-company/investors/corporate-governance/principles-corp-governance.

Independence of Directors

The Board of Directors has determined that none of the directors, other than Ms. Good, has a material relationship with Duke Energy or its subsidiaries, and all are, therefore, independent under the listing standards of the NYSE and the rules and regulations of the SEC.

In making the determination regarding each director’s independence, the Board of Directors considered all transactions and the materiality of any relationship with Duke Energy and its subsidiaries in light of all facts and circumstances.

The Board of Directors may determine a director to be independent if the Board of Directors has affirmatively determined that the director has no material relationship with Duke Energy or its subsidiaries (references in this proxy statement to Duke Energy’s subsidiaries shall mean its consolidated subsidiaries), either directly or as a shareholder, director, officer or employee of an organization that has a relationship with Duke Energy or its subsidiaries. Independence determinations are generally made on an annual basis at the time the Board of Directors approves director nominees for inclusion in the proxy statement and, if a director joins the Board of Directors in the interim, at such time.

The Board of Directors also considers its Standards for Assessing Director Independence, which set forth certain relationships between Duke Energy and directors and their immediate family members, or affiliated entities, that the Board of Directors, in its judgment, has deemed to be immaterial for purposes of assessing a director’s independence. Duke Energy’s Standards for Assessing Director Independence are linked on our website at www.duke-energy.com/our-company/investors/corporate-governance/board. In the event a director has a relationship with Duke Energy that is not addressed in the Standards for Assessing Director Independence, the Corporate Governance Committee, which is composed entirely of independent members of the Board, reviews the relationship and makes a recommendation to the independent members of the Board who determine whether such relationship is material.

For Mr. Webster, the Board considered a relationship between the Corporation and PriceWaterhouseCoopers (“PwC”), a firm that provides professional tax and other services from time to time to the Corporation and at which Mr. Webster’s brother‑in‑law is a partner. See Related Person Transactions on page 78 for further information. The Board determined this relationship does not impair Mr. Webster’s independence.

Director Attendance

The Board of Directors of Duke Energy met seven times during 2016 and has met once so far in 2017. The overall attendance percentage for our directors was approximately 98% in 2016, and no director attended less than 86% of the total of the Board of Directors’ meetings and the meetings of the committees upon which he or she served in 2016. Directors are encouraged to attend the Annual Meeting. Fifteen of the 16 directors who were directors at the time of last year’s Annual Meeting on May 5, 2016, attended the 2016 Annual Meeting.

Board and Committee Assessments

Each year the Board, with the assistance of the Corporate Governance Committee, conducts an assessment of the Board of Directors, each of its committees and the directors. The assessment process is facilitated by an independent advisor, which allows directors to provide anonymous feedback and promotes candidness among the directors. The results of the feedback are presented to the Board and committees and discussed. This annual review and discussion provides continuous improvement in the overall effectiveness of the directors, committees and Board.

Board Role in Management Succession

The independent directors of the Board are actively involved in the Corporation’s management succession planning process. Among the Corporate Governance Committee’s responsibilities described in its Charter is to oversee continuity and succession planning. At least annually, the Corporate Governance Committee reviews the Chief Executive Officer succession plan and makes recommendations to the Board for the successor to the Chief Executive Officer. The Corporate Governance Committee also reports to the Board any concerns or issues that might indicate that organizational strengths are not equal to the requirements of long‑range goals, and oversees the evaluation of the Chief Executive Officer.

Board Oversight of Risk

The Corporation faces a myriad of risks, including operational, financial, strategic and reputational risks that affect every segment of its business. The Board of Directors is actively involved in the oversight of these risks in several ways. This oversight is conducted primarily through the Finance and Risk Management Committee of the Board but also through the other committees of the Board, as appropriate. The Finance and Risk Management Committee reviews the Corporation’s enterprise risk program with management, including the Chief Risk Officer. The enterprise risk program includes the identification of a broad range of risks that affect the Corporation, their probabilities and severity and incorporates a review of the Corporation’s approach to managing and prioritizing those risks, based on input from the officers responsible for the management of those risks.

Each committee of the Board is responsible for the oversight of certain areas of risk that pertain to that committee’s area of focus. Throughout the year, each committee chair reports to the full Board regarding the committee’s considerations and actions relating to the risks within its area of focus.

risk-oversight

Shareholder Engagement

We conduct extensive governance reviews and investor outreach so that management and the Board understand and consider the issues that matter most to our shareholders and address them effectively. In 2016, we reached out to holders of approximately 33% of Duke Energy’s outstanding shares and met with holders of approximately 20% of Duke Energy’s outstanding shares. We engaged with every shareholder who accepted our offer to meet.

The Corporation engaged with shareholders on numerous topics during the year, including executive compensation matters, sustainability, and social and governance issues such as the execution of the Corporation’s coal ash management plans and the Board’s oversight of coal ash management and other environmental concerns. We also discussed the combination of our Chairman and Chief Executive Officer roles, the strong role our Lead Independent Director plays in our Board structure and Board succession planning and director onboarding.

At the Corporation’s 2016 Annual Meeting, a shareholder proposal was voted on that requested the elimination of supermajority requirements in the Corporation’s Amended and Restated Certificate of Incorporation. The supermajority voting proposal received the vote of a majority of the shares represented at the 2016 Annual Meeting. We discussed the outcome of this proposal with our shareholders during the fall engagement program. After considering the feedback it received from shareholders on the supermajority proposal, the Board of Directors decided to recommend to shareholders at the 2017 Annual Meeting that they approve an amendment to the Corporation’s Amended and Restated Certificate of Incorporation that would eliminate the supermajority requirements contained in it.

In addition to our discussions with shareholders about supermajority requirements in our Amended and Restated Certificate of Incorporation during the 2016 corporate governance engagement program, the Corporation also discussed with shareholders the possibility of holding our Annual Meeting online via live webcast to get their feedback on best practices and their interest in participating via webcast. As a result of the positive feedback we received, the Board of Directors decided to hold the 2017 Annual Meeting exclusively online via live webcast so that more of its shareholders could participate in the Annual Meeting.

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Board Committees

Audit Committee

Nine meetings held in 2016

angelakis1
Michael J. Angelakis
Committee Members
Michael J. Angelakis, Chairperson, Financial Expert
John H. Forsgren
James B. Hyler, Jr.
E. Marie McKee
Carlos A. Saladrigas, Financial Expert
  • The Audit Committee considers risks and matters related to financial reporting, internal controls, compliance and legal matters. As part of those responsibilities, the Audit Committee selects and retains an independent registered public accounting firm to conduct audits of the accounts of Duke Energy and its 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 its subsidiaries, and makes reports and recommendations to the Board of Directors as it deems appropriate. The Audit Committee is responsible for approving all audit and permissible non‑audit services provided to Duke Energy by its 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 36 for additional information on the Audit Committee’s preapproval policy.
  • The Board of Directors has determined that Mr. Angelakis 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 13 and 18 for a description of Mr. Angelakis’ and Mr. Saladrigas’ 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.

Compensation Committee

Seven meetings held in 2016

mckeeresize
E. Marie McKee
Committee Members
E. Marie McKee, Chairperson
Michael G. Browning
Charles W. Moorman IV
Carlos A. Saladrigas
  • The Compensation Committee establishes and reviews the overall compensation philosophy of the Corporation, 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 of Directors 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.

Corporate Governance Committee

Six meetings held in 2016

browningresize
Michael G. Browning
Committee Members
Michael G. Browning, Chairperson
Daniel R. DiMicco
Ann Maynard Gray
William E. Kennard
  • The Corporate Governance Committee considers risks and matters related to corporate governance, and formulates and periodically revises governance principles. It recommends the size and composition of the Board of Directors and its committees and recommends potential successors to the Chief Executive Officer. The Corporate Governance Committee also recommends to the Board of Directors the slate of nominees, including any nominees recommended by shareholders, for director for 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 of Directors. 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 of Directors and each of its committees. The Corporate Governance Committee is also responsible for the oversight of the Corporation’s policies and practices with respect to its political activities and community affairs.
  • 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.

Finance and Risk Management Committee

Six meetings held in 2016

forsgrenresize
John H. Forsgren
Committee Members
John H. Forsgren, Chairperson
Michael J. Angelakis
Theodore F. Craver, Jr.
Michael G. Browning
Ann Maynard Gray
William E. Kennard
  • 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 of Directors 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.

Nuclear Oversight Committee

Six meetings held in 2016

herronresize
John T. Herron
Committee Members
John T. Herron, Chairperson
Daniel R. DiMicco
Charles W. Moorman IV
Thomas E. Skains
William E. Webster, Jr.
  • 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.

Regulatory Policy and Operations Committee

Five meetings held in 2016

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

Each committee operates under a written charter adopted by the Board of Directors. The charters are posted on our website at www.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters.

Board of Directors Committee Membership Roster

NameAuditCompensationCorporate GovernanceFinance and Risk ManagementNuclear OversightRegulatory Policy and Operations
Michael J. AngelakisC
Michael G. BrowningC
Theodore F. Craver, Jr.
Daniel R. DiMicco
John H. ForsgrenC
Lynn J. Good
Anny Maynard Gray (1)
John T. HerronC
James B. Hyler, Jr.C
William E. Kennard
E. Marie McKeeC
Charles W. Moorman IV
Carlos A. Saladrigas
Thomas E. Skains
William E. Webster, Jr.
C – Committee Chair
(1) Retiring at the Annual Meeting

Report of the Corporate Governance Committee

The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities and initiatives.

Philosophy and Responsibilities

We believe that sound corporate governance has three components: (i) Board of Directors’ independence, (ii) processes and practices that foster solid decision‑making by both management and the Board of Directors, and (iii) balancing the interests of all of our stakeholders – our investors, customers, employees, the communities we serve and the environment. The Corporate Governance Committee’s charter is available on our website at www.duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/corporate-governance and is summarized below. Additional information about the Corporate Governance Committee and its members is detailed on page 26 of the proxy statement.

Membership.  The committee must be comprised of three or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and other applicable rules and regulations.

Responsibilities.  The committee’s responsibilities include, among other things, (i) implementing policies regarding corporate governance matters, (ii) assessing the Board of Directors’ membership needs and recommending nominees, (iii) recommending to the Board of Directors those directors to be selected for membership on, or removal from, the various Board of Directors’ committees and those directors to be designated as chairs of Board of Directors’ committees, (iv) sponsoring and overseeing annual performance evaluations for the various Board of Directors’ committees, including the Corporate Governance Committee, the Board of Directors and the Chief Executive Officer, (v) overseeing the Corporation’s political expenditures and activities pursuant to the Political Activity Policy, and (vi) reviewing the Corporation’s charitable contributions and community service policies and practices. The committee may also conduct or authorize investigations into or studies of matters within the scope of the committee’s duties and responsibilities, and may retain, at the Corporation’s expense, and in the committee’s sole discretion, consultants to assist in such work as the committee deems necessary.

Governance Policies

All of our Board committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees and Code of Business Conduct & Ethics for Directors, are available on our website at www.duke-energy.com/our-company/investors/corporate-governance. Any amendments to or waivers from our Code of Business Ethics for Employees with respect to executive officers or Code of Business Conduct & Ethics for Directors must be approved by the Board and will be posted on our website. During 2016, our Board of Directors held four executive sessions with independent directors only.

Board Composition

Director Qualifications. We look for the following characteristics in any candidate for nomination to our Board of Directors:

  • fundamental qualities of intelligence, perceptiveness, good judgment, maturity, high ethics and standards, integrity and fairness;
  • a genuine interest in Duke Energy and a recognition that, as a member of the Board of Directors, one is accountable to the shareholders of Duke Energy, not to any particular interest group;
  • a background that includes broad business experience or demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business organization;
  • diversity among the existing Board members, including racial and ethnic background, gender, experiences, skills and qualifications;
  • present or former chief executive officer, chief operating officer, or substantially equivalent level executive officer of a highly complex organization such as a corporation, university or major unit of government, or a professional who regularly advises such organizations;
  • no conflict of interest or legal impediment which would interfere with the duty of loyalty owed to Duke Energy and its shareholders;
  • the ability and willingness to spend the time required to function effectively as a director;
  • compatibility and ability to work well with other directors and executives in a team effort with a view to a long‑term relationship with Duke Energy as a director;
  • independent opinions and willingness to state them in a constructive manner; and
  • willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board of Directors).

Director Candidate Recommendations. The committee may engage a third party from time to time to assist it in identifying and evaluating director‑nominee candidates, in addition to current members of the Board of Directors standing for re‑election. The committee will provide the third party, based on the profile described above, the characteristics, skills and experiences that may complement those of our existing members. The third party will then provide recommendations for nominees with such attributes. The committee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the nominee’s experiences and skills. In addition, the committee considers the shareholder‑nominee’s independence with respect to both the Corporation and the recommending shareholder. All of the nominees on the proxy card are current members of our Board of Directors and were recommended by the committee.

Shareholders interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201‑1414. The written notice must set forth, as to each person whom the shareholder proposes to nominate for election as director:

  • the name and address of the recommending shareholder(s), and the class and number of shares of capital stock of Duke Energy that are beneficially owned by the recommending shareholder(s);
  • a representation that the recommending shareholder(s) is a holder of record of capital stock of Duke Energy entitled to vote at the Annual Meeting and intends to attend the Annual Meeting remotely or by proxy to nominate the person(s) specified in the written notice;
  • the name, age, business address and principal occupation and employment of the recommended nominee;
  • any information relevant to a determination of whether the recommended nominee meets the criteria for Board of Directors membership established by the Board of Directors and/or the Corporate Governance Committee;
  • any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be considered independent under the applicable NYSE rules and SEC rules and regulations;
  • a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s), including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to be made by the recommending shareholder(s);
  • a statement, signed by the recommended nominee, (i) verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation, (ii) affirming the recommended nominee’s willingness to be a director, and (iii) consenting to serve as a director if so elected;
  • if the recommending shareholder(s) has beneficially owned more than five percent of Duke Energy’s capital stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in the rules and regulations of the SEC;
  • if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to that effect; and
  • all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in an election of directors pursuant to Regulation 14A under the Exchange Act, including, without limitation, information regarding (i) the recommended nominee’s business experience, (ii) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee, and (iii) material relationships or transactions, if any, between the recommended nominee and Duke Energy’s management.

Director Candidate Nominations through Proxy Access. In order to nominate a director pursuant to the Corporation’s proxy access provision, shareholders who meet the eligibility and other requirements set forth in Section 3.04 of the Corporation’s By‑Laws must send a written notice to the Corporate Governance Committee, c/o Ms. Julia S. Janson, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, DEC 48H, P.O. Box 1414, Charlotte, NC 28201‑1414. The written notice must provide the information set forth above, as well as the other detailed requirements set forth in Section 3.04 of the Corporation’s By‑Laws, which can be located on our website at www.duke-energy.com/our-company/investors/corporate-governance.

New Directors Since the 2016 Annual Meeting

Following the 2016 Annual Meeting at which four of the Corporation’s directors retired, the Corporate Governance Committee sought to recruit additional Board members whose qualifications align with the needs of the Board in light of the major risks and issues facing the Corporation as well as its long‑term strategy. After working with an independent search firm, the Corporate Governance Committee recommended in August 2016 that Mr. William E. Webster, Jr. be appointed to the Board effective September 1, 2016. Mr. Webster brings extensive knowledge gained during his 34 years in the nuclear industry which has given him regulatory expertise as well as a unique insight into best practices in engineering and risk management. The committee also recommended, in connection with the acquisition by the Corporation of Piedmont Natural Gas, that Mr. Thomas E. Skains, the Chairman, President and Chief Executive Officer of Piedmont Natural Gas prior to the closing of the acquisition, join the Corporation’s Board, effective upon the closing of the acquisition on October 3, 2016. Among other things, Mr. Skains, who retired from Piedmont Natural Gas upon the closing of the acquisition, brings his significant knowledge of the natural gas business to the Corporation’s Board which is extremely valuable to the Board following the Corporation’s expansion of its natural gas business through the Piedmont Natural Gas acquisition. In February of 2017, the Corporate Governance Committee recommended the appointment of Mr. Theodore F. Craver, Jr. effective March 1, 2017. Mr. Craver has 20 years of experience at Edison International, the parent company of a large utility and various competitive electric businesses, at which he was Chairman, President and Chief Executive Officer from 2008 until his retirement in 2016.

Director Onboarding. With the addition of a number of new directors to our Board over the past several years, the director onboarding process has become increasingly more important to educating our new directors about Duke Energy. Immediately following their appointment, each new director meets individually with the senior executives responsible for our major lines of business and operations so that they may better understand the issues involved in all aspects of the Corporation’s business. In addition to discussing the Corporation’s businesses and operations, the new directors learn about our corporate governance practices and policies; the financial and technical aspects of the Corporation’s electric utility, natural gas and commercial renewables businesses; the enterprise’s significant risks; the Corporation’s long‑term strategy; and Duke Energy’s long‑standing mission to provide clean, reliable and affordable energy for our customers.

Communications with Directors

Interested parties can communicate with any of our directors by writing to our Corporate Secretary at the following address:

Corporate Secretary
Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 1414
Charlotte, NC 28201‑1414

Interested parties can communicate with our Independent Lead Director by writing to the following address:

Independent Lead Director
c/o Ms. Julia S. Janson
Executive Vice President, Chief Legal Officer and Corporate Secretary
Duke Energy Corporation
DEC 48H
P.O. Box 1414
Charlotte, NC 28201‑1414

Our Corporate Secretary will distribute communications to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Duke Energy Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors be excluded, such as: spam; junk mail and mass mailings; service complaints; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, obscene or similarly unsuitable will be excluded. However, any communication that is so excluded remains available to any director upon request.

Corporate Governance Committee
Michael G. Browning, Chairperson
Daniel R. DiMicco
Ann Maynard Gray
William E. Kennard

Director Compensation

Annual Retainer and Fees. During 2016, the retainer and meeting fees paid to our independent directors consisted of:

meeting-fees

Annual Stock Retainer for 2016. In 2016, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully-vested shares.

Deferral Plan and Stock Purchases. Directors may elect to receive all or a portion of their annual compensation, consisting of retainers and attendance fees, on a current basis, or defer such compensation under the Duke Energy Corporation Directors’ Savings Plan (the “Directors’ Savings Plan”). Deferred amounts are credited to an unfunded account, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director terminates his or her service from the Board of Directors.

Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains the Duke Energy Foundation Matching Gifts Program under which directors are eligible to request matching contributions of up to $5,000 per director per calendar year to qualifying institutions. Duke Energy also maintains a Directors’ Charitable Giving Program. Eligibility for this program has been frozen and Ms. Gray is the only current director who is eligible. Under this program, Duke Energy will make a donation of up to $1 million upon the director’s death, or the actuarial present value of that amount during the director’s lifetime, to a charitable organization selected by the director. At Ms. Gray’s request, a donation was made under this program during 2016. No additional contributions will be made under this legacy program on behalf of our current directors. In addition, Duke Energy made a $2,500 donation to designated charities on behalf of the independent directors who retired in May 2016 as well as a $1,000 donation to the American Red Cross in November 2016 on behalf of each of the independent directors who were actively serving at that time.

Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board of Directors and committee meetings and special functions.

Stock Ownership Guidelines. Outside directors are subject to stock ownership guidelines, which establish a target level of ownership of Duke Energy common stock (or common stock equivalents). Currently, each independent director is required to own shares with a value equal to at least five times the annual Board of Directors cash retainer (i.e., an ownership level of $450,000) or retain 50% of his or her vested annual equity retainer. All independent directors were in compliance with the guidelines as of December 31, 2016.

The following table describes the compensation earned during 2016 by each individual who served as an independent director during 2016. Because Mr. Craver joined the Board of Directors on March 1, 2017, he did not receive any compensation in 2016 and is not listed below.

director-comp

(1) Effective May 5, 2016, Mr. DeLoach, Mr. Hance, Dr. Meserve and Dr. Rhodes retired from the Board of Directors of Duke Energy. Mr. Moorman, Mr. Webster and Mr. Skains were appointed to the Board of Directors of Duke Energy on March 1, 2016, September 1, 2016, and October 3, 2016, respectively.
(2) Mr. Angelakis, Mr. Browning, Mr. DeLoach, Mr. DiMicco, Mr. Hyler, Dr. Meserve, Mr. Moorman, Dr. Rhodes, Mr. Saladrigas and Mr. Webster elected to defer $77,673; $215,308; $52,654; $132,000; $82,750; $25,077; $110,165; $28,673; $156,654 and $25,419, respectively, of their 2016 cash compensation under the Directors’ Savings Plan.
(3) This column reflects the grant date fair value of the stock awards granted to each eligible director during 2016. The grant date fair value was determined in accordance with the accounting guidance for stockbased compensation. See Note 20 of the Consolidated Financial Statements contained in our Annual Report on Form 10K for the year ended December 31, 2016, (“Form 10K”) for an explanation of the assumptions made in valuing these awards. In March 2016, Mr. Moorman received a prorated portion of the 201516 annual stock retainer, amounting to 304 shares of Duke Energy common stock. In May 2016, each sitting director on the Duke Energy Board received their annual stock retainer in the form of 1,559 shares of Duke Energy common stock. Mr. Angelakis, Mr. Browning, Mr. DiMicco, Mr. Forsgren, Mr. Hyler, Mr. Kennard, Mr. Moorman, Mr. Saladrigas and Ms. Gray elected to defer their 201617 stock retainer of Duke Energy shares under the Directors’ Savings Plan. In addition, Mr. Webster and Mr. Skains received a prorated portion of the 201617 annual stock retainer, amounting to 1,061 and 925 shares of Duke Energy common stock, respectively, upon joining the Board of Directors during 2016.
(4) As described in the following table, All Other Compensation for 2016 includes cost associated with personal use of company aircraft, a business travel accident insurance premium that was prorated among the directors based on their service on the Board of Directors during 2016, contributions made in the director’s name to charitable organizations and a gift for the directors who retired in 2016.

business-travel

(5) In 2016, upon Ms. Gray’s request, a donation was made under the Charitable Giving Program in an amount equal to the actuarial present value of her benefit under the program, resulting in a donation on her behalf of $482,718. As indicated on page 32, no additional contributions will be made under this legacy program on behalf of our current directors.

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