DUKE ENERGY CORP, DEF 14A filed on 3/14/2025
Proxy Statement (definitive)
v3.25.0.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name DUKE ENERGY CORPORATION
Entity Central Index Key 0001326160
v3.25.0.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
Summary
Compensation
Table Total
for CEO
Compensation
Actually Paid
to CEO
(1)
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs
Average
Compensation
Actually
Paid to
Non-CEO
NEOs
(2)
Value of Initial Fixed
$100 Investment Based On:
Net
Income

(M)(4)
Company-
Selected
Measure
(Adjusted

EPS)(5)
Total
Shareholder
Return
(3)
Peer Group
Total
Shareholder
Return
(3)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2024 $ 21,276,982 $ 31,376,907 $ 4,974,583 $ 6,473,948 $ 145 $ 134 $ 4,402 $ 5.90
2023 $ 20,559,875 $ 23,286,762 $ 4,139,591 $ 4,014,407 $ 125 $ 111 $ 2,735 $ 5.56
2022 $ 21,354,759 $ 24,000,880 $ 4,296,518 $ 4,784,037 $ 127 $ 122 $ 2,444 $ 5.41
2021 $ 16,451,236 $ 27,285,740 $ 4,347,846 $ 6,327,212 $ 125 $ 121 $ 3,802 $ 5.24
2020 $ 14,544,398 $ 14,571,950 $ 3,972,840 $ 3,731,332 $ 105 $ 103 $ 1,270 $ 5.12
(1)
Compensation actually paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the Stock Awards column of the SCT (“Stock Awards”), (ii) subtracting the actuarial present value of the accumulated benefit under defined benefit plans reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT (“Change in Pension Value”), (iii) adding the change in fair value of stock awards for the applicable year, and (iv) adding the service cost and prior service cost for all defined benefit plans for the applicable year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and based upon the probable outcome of applicable performance conditions as of the last day of each fiscal year. The service cost and prior service cost for defined benefit plans were calculated using the same methodology as used for our financial statements under GAAP. Following is a reconciliation of the SCT total and the CAP for the CEO for each of the applicable years. Ms. Good is our CEO for each year reflected in columns (b) and (c).
Chief Executive Officer
Year
SCT Total
Subtract
Grant Date
Value of
Stock Awards
Granted
Each Year as
Disclosed
in the
SCT
Subtract
Change in
Pension
Value as
Disclosed
Each Year
in the
SCT
Add
Change in
Fair Value
of Stock
Awards
Add Service
and Prior
Service
Cost for
Pension
Plans
CAP
2024 $ 21,276,982 ($ 16,350,054) ($ 373,793) $ 26,801,860 $ 21,912 $ 31,376,907
Chief Executive Officer
Change in Fair Value of Stock Awards
Year
Year End
Fair Value
of Stock Awards
Granted in
Covered
Fiscal Year
that Remained
Unvested
at the end
of the Covered
Fiscal Year
Year-over-Year
Increase or
Decrease
in Fair Value
for Stock Awards
Granted in
Prior Years
that Remained
Unvested
at the end
of the Covered
Fiscal Year
Increase or
Decrease in Fair
Value of Stock
Awards Granted
in Prior Years
that Vested in
the Covered
Fiscal Year
Adjustments for
Stock Awards
that Failed to
Meet Performance
Conditions
Value of Dividends
or other Earnings
Paid on Stock
Awards not
Otherwise Reflected
in Fair Value
Total Change
in Fair Value of
Stock Awards
Included in CAP
2024 $ 19,194,549 $ 3,525,349 $ 2,102,829 $ 0 $ 1,979,133 $ 26,801,860
Chief Executive Officer
Pension Plan Adjustment
Year
Service
Cost
Prior
Service
Cost
Total Service
and Prior
Service Cost
Included
in CAP
2024 $ 21,912 $ 0 $ 21,912
(2)
CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO. The names of each of our named executive officers (excluding Ms. Good) included for purposes of calculating the average amounts in columns (d) and (e) for each applicable year are as follows: (i) for 2024, Brian D. Savoy, Harry K. Sideris, Julia S. Janson, and Kodwo Ghartey-Tagoe; iii) for 2023, Brian D. Savoy, Steven K. Young, Julia S. Janson, Kodwo Ghartey-Tagoe, and Dhiaa M. Jamil; (iii) for 2022, Brian D. Savoy, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, and Kodwo Ghartey-Tagoe; (iv) for 2021, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, and Kodwo Ghartey-Tagoe; and (v) for 2020, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, Douglas F Esamann, and Melissa H. Anderson.
Other Named Executive Officers
Year
Average
SCT Total
Subtract Grant
Date Value of
Stock Awards
Granted Each
Year as
Disclosed in
the SCT
Subtract Change in
Pension Value as
Disclosed
Each Year in
the SCT
Add Average
Change in
Fair Value of
Stock Awards
Add Average
Service and
Prior Service
Cost for Pension
Plans
Average CAP
2024 $ 4,974,583 ($ 3,228,605) ($ 90,893) $ 4,794,144 $ 24,719 $ 6,473,948
Other Named Executive Officers
Average Change in Fair Value of Stock Awards
Year
Year End Fair
Value of Stock
Awards Granted
in Covered
Fiscal Year
that Remained
Unvested at the
end of the
Covered
Fiscal Year
Year-over-Year
Increase or
Decrease in Fair
Value for Stock
Awards Granted
in Prior Years
that Remained
Unvested at
the end of
the Covered
Fiscal Year
Increase or
Decrease in Fair
Value of Stock
Awards Granted
in Covered Fiscal
Year that
Vested in the
Covered Fiscal
Year
Increase or
Decrease in
Fair Value of
Stock Awards
Granted in Prior
Years that Vested
in the Covered
Fiscal Year
Adjustments
for
Stock Awards
that Failed
to Meet
Performance
Conditions
Value of
Dividends or
other Earnings
Paid on Stock
Awards not
Otherwise
Reflected
in Fair Value
Total Change
in Fair Value of
Stock Awards
Included in CAP
2024 $ 3,751,689 $ 514,838 $ 0 $ 262,988 $ 0 $ 264,629 $ 4,794,144
Other Named Executive Officers
Pension Plan Adjustment
Year
Average
Service
Cost
Average
Prior
Service Cost
Total Service
and Prior
Service Cost
Included
in CAP
2024 $ 24,719 $ 0 $ 24,719
(3)
Duke Energy TSR represents the cumulative investment return of an initial fixed $100 investment in our common stock on December 31, 2019, assuming reinvestment of all dividends, through the end of the covered fiscal year. The Duke Energy TSR reflected in the table above may not be indicative of future performance. Peer group TSR represents the cumulative investment return of an initial fixed $100 investment in the UTY on December 31, 2019, assuming reinvestment of all dividends, through the end of the covered fiscal year.
(4)
Reflects net income attributable to Duke Energy common stockholders, as reported in our Form 10-K for the applicable year.
(5)
The following table provides a list of the most important financial performance measures used by Duke Energy to link executive compensation actually paid to Company performance for the most recently completed fiscal year.
       
Company Selected Measure Name Adjusted EPS        
Named Executive Officers, Footnote
Compensation actually paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the Stock Awards column of the SCT (“Stock Awards”), (ii) subtracting the actuarial present value of the accumulated benefit under defined benefit plans reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT (“Change in Pension Value”), (iii) adding the change in fair value of stock awards for the applicable year, and (iv) adding the service cost and prior service cost for all defined benefit plans for the applicable year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and based upon the probable outcome of applicable performance conditions as of the last day of each fiscal year. The service cost and prior service cost for defined benefit plans were calculated using the same methodology as used for our financial statements under GAAP. Following is a reconciliation of the SCT total and the CAP for the CEO for each of the applicable years. Ms. Good is our CEO for each year reflected in columns (b) and (c).
CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO. The names of each of our named executive officers (excluding Ms. Good) included for purposes of calculating the average amounts in columns (d) and (e) for each applicable year are as follows: (i) for 2024, Brian D. Savoy, Harry K. Sideris, Julia S. Janson, and Kodwo Ghartey-Tagoe; iii) for 2023, Brian D. Savoy, Steven K. Young, Julia S. Janson, Kodwo Ghartey-Tagoe, and Dhiaa M. Jamil; (iii) for 2022, Brian D. Savoy, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, and Kodwo Ghartey-Tagoe; (iv) for 2021, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, and Kodwo Ghartey-Tagoe; and (v) for 2020, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, Douglas F Esamann, and Melissa H. Anderson.
       
Peer Group Issuers, Footnote
(3)
Duke Energy TSR represents the cumulative investment return of an initial fixed $100 investment in our common stock on December 31, 2019, assuming reinvestment of all dividends, through the end of the covered fiscal year. The Duke Energy TSR reflected in the table above may not be indicative of future performance. Peer group TSR represents the cumulative investment return of an initial fixed $100 investment in the UTY on December 31, 2019, assuming reinvestment of all dividends, through the end of the covered fiscal year.
       
PEO Total Compensation Amount $ 21,276,982 $ 20,559,875 $ 21,354,759 $ 16,451,236 $ 14,544,398
PEO Actually Paid Compensation Amount $ 31,376,907 23,286,762 24,000,880 27,285,740 14,571,950
Adjustment To PEO Compensation, Footnote
(1)
Compensation actually paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the Stock Awards column of the SCT (“Stock Awards”), (ii) subtracting the actuarial present value of the accumulated benefit under defined benefit plans reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT (“Change in Pension Value”), (iii) adding the change in fair value of stock awards for the applicable year, and (iv) adding the service cost and prior service cost for all defined benefit plans for the applicable year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and based upon the probable outcome of applicable performance conditions as of the last day of each fiscal year. The service cost and prior service cost for defined benefit plans were calculated using the same methodology as used for our financial statements under GAAP. Following is a reconciliation of the SCT total and the CAP for the CEO for each of the applicable years. Ms. Good is our CEO for each year reflected in columns (b) and (c).
Chief Executive Officer
Year
SCT Total
Subtract
Grant Date
Value of
Stock Awards
Granted
Each Year as
Disclosed
in the
SCT
Subtract
Change in
Pension
Value as
Disclosed
Each Year
in the
SCT
Add
Change in
Fair Value
of Stock
Awards
Add Service
and Prior
Service
Cost for
Pension
Plans
CAP
2024 $ 21,276,982 ($ 16,350,054) ($ 373,793) $ 26,801,860 $ 21,912 $ 31,376,907
Chief Executive Officer
Change in Fair Value of Stock Awards
Year
Year End
Fair Value
of Stock Awards
Granted in
Covered
Fiscal Year
that Remained
Unvested
at the end
of the Covered
Fiscal Year
Year-over-Year
Increase or
Decrease
in Fair Value
for Stock Awards
Granted in
Prior Years
that Remained
Unvested
at the end
of the Covered
Fiscal Year
Increase or
Decrease in Fair
Value of Stock
Awards Granted
in Prior Years
that Vested in
the Covered
Fiscal Year
Adjustments for
Stock Awards
that Failed to
Meet Performance
Conditions
Value of Dividends
or other Earnings
Paid on Stock
Awards not
Otherwise Reflected
in Fair Value
Total Change
in Fair Value of
Stock Awards
Included in CAP
2024 $ 19,194,549 $ 3,525,349 $ 2,102,829 $ 0 $ 1,979,133 $ 26,801,860
Chief Executive Officer
Pension Plan Adjustment
Year
Service
Cost
Prior
Service
Cost
Total Service
and Prior
Service Cost
Included
in CAP
2024 $ 21,912 $ 0 $ 21,912
       
Non-PEO NEO Average Total Compensation Amount $ 4,974,583 4,139,591 4,296,518 4,347,846 3,972,840
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,473,948 4,014,407 4,784,037 6,327,212 3,731,332
Adjustment to Non-PEO NEO Compensation Footnote
(2)
CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO. The names of each of our named executive officers (excluding Ms. Good) included for purposes of calculating the average amounts in columns (d) and (e) for each applicable year are as follows: (i) for 2024, Brian D. Savoy, Harry K. Sideris, Julia S. Janson, and Kodwo Ghartey-Tagoe; iii) for 2023, Brian D. Savoy, Steven K. Young, Julia S. Janson, Kodwo Ghartey-Tagoe, and Dhiaa M. Jamil; (iii) for 2022, Brian D. Savoy, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, and Kodwo Ghartey-Tagoe; (iv) for 2021, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, and Kodwo Ghartey-Tagoe; and (v) for 2020, Steven K. Young, Dhiaa M. Jamil, Julia S. Janson, Douglas F Esamann, and Melissa H. Anderson.
Other Named Executive Officers
Year
Average
SCT Total
Subtract Grant
Date Value of
Stock Awards
Granted Each
Year as
Disclosed in
the SCT
Subtract Change in
Pension Value as
Disclosed
Each Year in
the SCT
Add Average
Change in
Fair Value of
Stock Awards
Add Average
Service and
Prior Service
Cost for Pension
Plans
Average CAP
2024 $ 4,974,583 ($ 3,228,605) ($ 90,893) $ 4,794,144 $ 24,719 $ 6,473,948
Other Named Executive Officers
Average Change in Fair Value of Stock Awards
Year
Year End Fair
Value of Stock
Awards Granted
in Covered
Fiscal Year
that Remained
Unvested at the
end of the
Covered
Fiscal Year
Year-over-Year
Increase or
Decrease in Fair
Value for Stock
Awards Granted
in Prior Years
that Remained
Unvested at
the end of
the Covered
Fiscal Year
Increase or
Decrease in Fair
Value of Stock
Awards Granted
in Covered Fiscal
Year that
Vested in the
Covered Fiscal
Year
Increase or
Decrease in
Fair Value of
Stock Awards
Granted in Prior
Years that Vested
in the Covered
Fiscal Year
Adjustments
for
Stock Awards
that Failed
to Meet
Performance
Conditions
Value of
Dividends or
other Earnings
Paid on Stock
Awards not
Otherwise
Reflected
in Fair Value
Total Change
in Fair Value of
Stock Awards
Included in CAP
2024 $ 3,751,689 $ 514,838 $ 0 $ 262,988 $ 0 $ 264,629 $ 4,794,144
Other Named Executive Officers
Pension Plan Adjustment
Year
Average
Service
Cost
Average
Prior
Service Cost
Total Service
and Prior
Service Cost
Included
in CAP
2024 $ 24,719 $ 0 $ 24,719
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_energytsr-pn.jpg]        
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_adjusteps-pn.jpg]
       
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_energytsr-pn.jpg]        
Tabular List, Table
(5)
The following table provides a list of the most important financial performance measures used by Duke Energy to link executive compensation actually paid to Company performance for the most recently completed fiscal year.
Most Important Financial Measures
Adjusted EPS
Relative Total Shareholder Return
O&M Expense
Of the goals listed above, we consider adjusted EPS to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link executive compensation actually paid to Company performance and therefore include it as the Company-Selected Measure in the table above. Adjusted EPS is a non-GAAP financial measure that represents basic EPS from continuing operations available to Duke Energy Corporation common shareholders, adjusted for the per share impact of special items.
       
Total Shareholder Return Amount $ 145 125 127 125 105
Peer Group Total Shareholder Return Amount 134 111 122 121 103
Net Income (Loss) $ 4,402 $ 2,735 $ 2,444 $ 3,802 $ 1,270
Company Selected Measure Amount | $ / shares 5.9 5.56 5.41 5.24 5.12
PEO Name Ms. Good        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EPS        
Non-GAAP Measure Description Adjusted EPS is a non-GAAP financial measure that represents basic EPS from continuing operations available to Duke Energy Corporation common shareholders, adjusted for the per share impact of special items.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
Measure:: 3          
Pay vs Performance Disclosure          
Name O&M Expense        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (373,793)        
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 21,912        
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 21,912        
PEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (16,350,054)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 26,801,860        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 19,194,549        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,525,349        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,102,829        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,979,133        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (90,893)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 24,719        
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 24,719        
Non-PEO NEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,228,605)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,794,144        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,751,689        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 514,838        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 262,988        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 264,629        
v3.25.0.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing Method In recognition of the importance of adhering to specific practices and procedures in the granting of equity awards, the Compensation and People Development Committee has adopted a policy that applies to the granting of equity awards. Under this policy, annual grants to our NEOs may be made at any previously scheduled meeting, provided that reasonable efforts will be made to make such grants at the first regularly scheduled meeting of eachcalendar year, and annual grants to independent directors may be made by the Board at any previously scheduled meeting, provided that reasonable efforts will be made to make such grants at the regularly scheduled meeting that is held in conjunction with the Annual Meeting each year.
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true