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

DEF 14A of Duke Energy CORP

Filed Mar 14, 2025 · FY20240001104659-25-023754

Open on EDGAR

  1. Executive Compensation Highlights (page 44)

    | 5 | Encourage Long-Term Commitment to Duke Energy and align the interests of executives with shareholders |

  2. Executive Compensation Highlights (page 44)

    We meet these objectives through the appropriate mix of compensation, including base salary, short-term incentives, and long-term incentives, consisting of performance shares and RSUs.

  3. Executive Compensation Highlights (page 44)

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

  4. Our Board Nominees (page 13)

    Our Board Nominees (page 13) Our Board regularly and diligently reviews its composition to ensure that its collective membership has the skills to meet the needs of our business and reflects a diversity of perspectives and experiences. All nominees have the highest level of professional integrity.

  5. Our Board Nominees (page 13)

    | | Name Independence, Age, Tenure Position | Gender Diversity | Racial or Ethnic Diversity | Other Public Boards | Audit | Compensation and People Development | Corporate Governance | Finance and Risk Management | Operations and Nuclear Oversight | | | Derrick Burks Independent, 68, 2022 Retired Managing Partner of Ernst & Young, LLP, Indianapolis office | | X | Equity LifeStyle Properties, Inc. and Kite Realty Group Trust KRG | ● | | | ● | | | | Annette K. Clayton Independent, 61, 2019 Retired Chairwoman and CEO, Schneider Electric North America | X | | NXP Semiconductors N.V., Nordson Corporation, and OshKosh Corporation | ● | | | ● | | | | Theodore F. Craver, Jr. Chair* Independent, 73, 2017 Retired Chairman, President and CEO, Edison International | | | Wells Fargo & Company | | ● | C | | | | | Robert M. Davis Independent, 58, 2018 Chairman and CEO, Merck & Co., Inc. | | | Merck & Co., Inc. | | | ● | C | | | | Caroline Dorsa Independent, 65, 2021 Retired Executive Vice President and CFO, Public Service Enterprise Group Incorporated | X | | Biogen Inc. and Illumina, Inc. | ● | | | | ● | | | W. Roy Dunbar Independent, 63, 2021 Retired Chairman and CEO of Network Solutions, LLC | | X | Johnson Controls International, PLC, McKesson Corporation, and SiteOne Landscape Supply, Inc. | | ● | | | ● | | | Nicholas C. Fanandakis Independent, 68, 2019 Retired Executive Vice President, DuPont de Nemours, Inc. (formerly DowDuPont, Inc.) | | | FTI Consulting, Inc. | C | ● | | | | | | John T. Herron Independent, 71, 2013 Retired President, CEO and Chief Nuclear Officer, Entergy Nuclear | | | None | | | | ● | C | | | Idalene F. Kesner Independent, 67, 2021 Dean Emerita, Indiana University Kelley School of Business | X | | Berry Global Group, Inc. and Olympic Steel, Inc. | | | ● | ● | | | | E. Marie McKee Independent, 74, 2012 Retired Senior Vice President, Corning Incorporated | X | | None | | C | ● | | | | | Michael J. Pacilio Independent, 64, 2021 Retired Executive Vice President and COO, Exelon Generation, Exelon Corp. | | | None | ● | | | | ● | | | Harry K. Sideris Executive Director, 54 President and CEO,** Duke Energy Corporation | | | None | | | | | | | | Thomas E. Skains Independent, 68, 2016 Retired Chairman, President and CEO, Piedmont Natural Gas Company, Inc. | | | National Fuel Gas Company and Truist Financial Corporation | | ● | ● | | | | | William E. Webster, Jr. Independent, 71, 2016 Retired Executive Vice President, Institute of Nuclear Power Operations | | | None | | | ● | | ● |

  6. Our Board Nominees (page 13)

    * Effective April 1, 2025, Mr. Craver will transition from Lead Independent Director to Independent Chair of the Board. Effective April 1, 2025, Mr. Sideris, our current President, will become President, CEO, and a member of the Board.

  7. Our Board Nominees (page 13)

    | 10 DUKE ENERGY 2025 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  8. Our Board Composition*

    Our Board Composition*

  9. Skills, Qualifications, and Experience

    Skills, Qualifications, and Experience Our Board nominees exhibit a diverse range of skills and experience that collectively creates a well-rounded perspective suitable to protecting the interests of shareholders. The following table denotes the areas of expertise we value and the director nominees with that expertise or experience.

  10. Skills, Qualifications, and Experience

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2025 PROXY STATEMENT 11 |

  11. Skills, Qualifications, and Experience

    | SKILLS MATRIX | | Derrick Burks | Annette K. Clayton | Theodore F. Craver, Jr. | Robert M. Davis | Caroline Dorsa | W. Roy Dunbar | Nicholas C. Fanandakis | John T. Herron | Idalene F. Kesner | E. Marie McKee | Michael J. Pacilio | Harry K. Sideris | Thomas E. Skains | William E. Webster, Jr. | | CUSTOMER SERVICE Experience in a customer-facing industry with an understanding of customer and community expectations, including transforming the customer experience. | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | CYBERSECURITY/TECHNOLOGY Experience with security measures necessary for safe transmission and distribution operations; understanding of cyberthreats, risk mitigation and policy, as well as management or oversight experience with technologies key to operational technical systems, including customer experience, financial systems, internal and grid operations, and an understanding of recent innovations in utility operational technology; experience implementing efficiency improvements through technology. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | ENVIRONMENT & SUSTAINABILITY Experience in overseeing or advising on environmental, climate, or sustainability practices; understanding of environmental policy, regulation, risk, and business operations in regulated industries; experience in managing environmental impacts; in-depth knowledge of operational risks. | | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | EXECUTIVE CEO or other executive management leadership experience with an understanding of how to lead complex organizations. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | FINANCE OR ACCOUNTING Experience in accounting or finance, including oversight of financial reporting and internal controls and/or raising debt and equity capital. | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | GOVERNANCE Experience maintaining board and management accountability; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | HUMAN CAPITAL MANAGEMENT Experience in attracting, developing, motivating, and retaining a talented workforce. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | INDUSTRY Experience in utility, energy and/or nuclear energy operations, including the associated risks and public policy issues. | | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | ✓ | ✓ | ✓ | ✓ | | REGULATORY/GOVERNMENT Experience in regulatory affairs, public policy, or government; exposure to heavily regulated industries and their governing bodies; experience directly managing employees engaged in policy or regulatory affairs. | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | RISK MANAGEMENT Experience identifying, assessing, and controlling financial or business risks, including those risks with potential to impact public safety, operations, and shareholder value, including environmental impacts. | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  12. Skills, Qualifications, and Experience

    | 12 DUKE ENERGY 2025 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  13. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  14. The Board of Directors

    The Board of Directors The Corporate Governance Committee, comprised of only independent directors, has recommended all of the director nominees discussed on pages 14 through 22 of this proxy statement. All nominees are currently serving as directors, except for Mr. Sideris, who will become a director on April 1, 2025. We have a declassified Board, which means all the directors are voted on every year at the Annual Meeting. If any director is unable to stand for election, the Board 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. Our Principles for Corporate Governance includes a director retirement policy, which is described in more detail on page 33 of this proxy statement.

  15. Majority Voting for the Election of Directors

    Majority Voting for the Election of Directors Under Duke Energy’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 “AGAINST” the nominee’s election. Abstentions and broker non-votes do not count. In addition, Duke Energy has a resignation policy in our Principles for Corporate Governance, which requires that if an incumbent director has more votes cast as “AGAINST” that nominee’s election than votes cast “FOR” his or her election, such incumbent director must tender his or her letter of resignation for consideration by the Corporate Governance Committee. 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.

  16. Majority Voting for the Election of Directors

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2025 PROXY STATEMENT 13 |

  17. Biographical Information, Skills, and Qualifications of our Board Nominees

    Biographical Information, Skills, and Qualifications of our Board Nominees

  18. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Derrick Burks | | | | Independent Director Nominee | | | | | Age: 68 Director of Duke Energy since 2022 Retired Managing Partner of Ernst & Young, LLP, Indianapolis office | Committees: • Audit Committee • Finance and Risk Management Committee Other current public directorships: • Equity LifeStyle Properties, Inc. • Kite Realty Group Trust KRG |

  19. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Burks retired from the public accounting firm of Ernst & Young, LLP in 2017, where he served as managing partner of the Indianapolis office for 13 years. Prior to this time, Mr. Burks worked for 24 years for the public accounting firm of Arthur Andersen, where he served for three years as managing partner of the Indianapolis office.

  20. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Burks’ qualifications for election include his experience as an independent public accountant for large corporations and public companies requiring SEC expertise during his time with Ernst & Young and Arthur Andersen. Throughout his career, Mr. Burks has served companies in various industries, including energy and utilities, and obtained valuable expertise in the areas of environmental operations and regulations, governance, regulatory, and risk management. His skills and experience in these areas, as well as his knowledge of the Indiana service territory, are valuable contributions to the Board. |

  21. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 14 DUKE ENERGY 2025 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  22. Biographical Information, Skills, and Qualifications of our Board Nominees

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

  23. Biographical Information, Skills, and Qualifications of our Board Nominees

    Ms. Clayton served as Chairwoman of Schneider Electric North America, the largest operating region for Schneider Electric, a multinational corporation specializing in energy management and automation solutions, from April 2023 to April 2024. Prior to that, Ms. Clayton served as Schneider Electric’s CEO for the region from April 2022 through April 2023 and CEO and President from June 2016 until April 2022. She was the company’s Chief Supply Chain Officer from May 2011 until January 2019. In addition, she has served as a member of Schneider Electric’s Executive Committee from May 2011 to April 2024. Prior to her employment at Schneider Electric, Ms. Clayton served at Dell, Inc. as Vice President of Global Supply Chain Operations and Vice President of Americas Operations, and at General Motors as President of their Saturn subsidiary, Corporate Vice President of Global Quality, and a member of their strategy board. Ms. Clayton previously served on the board of directors of Polaris Inc. for 18 years until 2021. She serves on the board of Nordson Corporation, NXP Semiconductors N.V., and Oshkosh Corporation.

  24. Biographical Information, Skills, and Qualifications of our Board Nominees

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

  25. Biographical Information, Skills, and Qualifications of our Board Nominees

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2025 PROXY STATEMENT 15 |

  26. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Theodore F. Craver, Jr. | | | | Independent Director Nominee | | | | | Age: 73 Chair* *Mr. Craver will transition from Lead Independent Director to Independent Chair of the Board effective April 1, 2025. Director of Duke Energy since 2017 Retired Chairman, President and CEO, Edison International | Committees: • Compensation and People Development Committee • Corporate Governance Committee (Chair) Other current public directorships: • Wells Fargo & Company |

  27. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Craver was Chairman, President and CEO 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 CEO of Edison Mission Energy, a subsidiary of Edison International. Prior to his appointment as CEO of Edison Mission Energy, Mr. Craver served as CFO 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 that 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 on the board of directors of Wells Fargo & Company, as a Senior Advisor to Blackstone’s Global Infrastructure Fund, and as a Senior Advisor to Bain & Company. He is also on the Board of Councilors of Cordoba Corporation and on the Advisory Board of the Center on Cyber and Technology Innovation, which is a research institute focusing on national security and foreign policy. Mr. Craver has served as Lead Independent Director since May 2022 and effective April 1, 2025, will transition from Lead Independent Director to Independent Chair of the Board.

  28. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Craver’s qualifications for election include his experience as CEO of Edison International, which gives him in-depth knowledge of the utility industry and the regulatory arena, including environmental regulations, as well as his financial and risk management experience obtained as a CFO at Edison International, and at First Interstate Bancorp as the Chair of the Asset and Liability Committee, which was responsible for the oversight of risk management within the organization. Mr. Craver’s experience in the industry also gives him a keen awareness of the needs of utility customers during this time of industry change. In addition, Mr. Craver’s experience with grid cybersecurity as a member of the Steering Committee of the ESCC and as a member of the Advisory Board of the Center on Cyber and Technology Innovation gives him insight into this crucial area for Duke Energy. In 2018, he earned the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. |

  29. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 16 DUKE ENERGY 2025 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  30. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Robert M. Davis | | | | Independent Director Nominee | | | | | Age: 58 Director of Duke Energy since 2018 Chairman and CEO, Merck & Co. Inc. | Committees: • Corporate Governance Committee • Finance and Risk Management Committee (Chair) Other current public directorships: • Merck & Co. Inc. |

  31. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Davis has been Chairman of the Board of Merck since December 2022 and CEO of Merck since July 2021. Prior to that time, Mr. Davis served as Merck’s President from April 2021 until June 2021, responsible for the company’s operating divisions – Human Health, Animal Health, Manufacturing and Merck Research Laboratories. Prior to that, he was Executive Vice President, Global Services since 2016, with responsibility for information technology and procurement, and Merck’s CFO since April 2014, with additional responsibility for real estate operations, corporate strategy, and business development. Prior to joining Merck, Mr. Davis was Corporate Vice President and President of Baxter International Inc.’s medical products business. During his tenure at Baxter, he held several other positions, including President of Baxter’s renal business, CFO, and Treasurer. Before joining Baxter in 2004, Mr. Davis held numerous positions of increasing responsibility over 14 years at Eli Lilly and Company.

  32. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Davis’ qualifications for election include his significant experience in regulatory matters, finance, and risk management obtained during his service as the CEO and Chairman of Merck and as CFO prior to that. During his service as CFO, enterprise risk management and finance were within his areas of responsibility. In addition, he gained significant experience in these areas while serving in a variety of management and finance roles at Baxter International. Mr. Davis’ legal knowledge, obtained when he earned his Doctor of Jurisprudence, adds additional insight to the Board’s discussions of legal and risk issues. Mr. Davis also has significant experience with technology and cybersecurity as a result of his direct oversight of those areas during his time as CFO of Merck and at Baxter International. Mr. Davis’ experience at Merck provides valuable insight into navigating an industry undergoing rapid transformation. |

  33. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Caroline Dorsa | | | | Independent Director Nominee | | | | | Age: 65 Director of Duke Energy since 2021 Retired Executive Vice President and CFO, Public Service Enterprise Group Incorporated | Committees: • Audit Committee • Operations and Nuclear Oversight Committee Other current public directorships: • Biogen Inc. • Illumina, Inc. |

  34. Biographical Information, Skills, and Qualifications of our Board Nominees

    Ms. Dorsa served as the Executive Vice President and CFO of Public Service Enterprise Group, a diversified energy company, from April 2009 until her retirement in October 2015, and served on its board of directors from February 2003 to April 2009. She also served in numerous senior management positions at Merck, Gilead Sciences, and Avaya prior to joining Public Service Enterprise Group. Ms. Dorsa previously served as a trustee on the boards of the Goldman Sachs Asset Management ETF, Closed-End-Funds, and Intellia Therapeutics, Inc.

  35. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Ms. Dorsa’s qualifications for election include her financial acumen, her cybersecurity and technology experience, and her understanding of the regulatory and human capital management risks in the energy industry, gained during her time at Public Service Enterprise Group, where she served as a member of the board of directors, Executive Vice President and CFO, head of the finance department, and was directly responsible for the information technology and business development groups. |

  36. Biographical Information, Skills, and Qualifications of our Board Nominees

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2025 PROXY STATEMENT 17 |

  37. Biographical Information, Skills, and Qualifications of our Board Nominees

    | W. Roy Dunbar | | | | Independent Director Nominee | | | | | Age: 63 Director of Duke Energy since 2021 Retired Chairman and CEO of Network Solutions, LLC | Committees: • Compensation and People Development Committee • Operations and Nuclear Oversight Committee Other current public directorships: • Johnson Controls International, PLC • McKesson Corporation • SiteOne Landscape Supply, Inc. |

  38. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Dunbar has been a developer for solar projects since retiring as Chairman and CEO of Network Solutions in October 2009. He had served as Chairman and CEO since January 2008. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. Mr. Dunbar is a National Association of Corporate Directors Board Leadership Fellow.

  39. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Dunbar’s qualifications for election include his experience and insight into environmental regulations, clean energy, social issues, and the energy industry during his time as a solar developer and his deep experience across a number of functional disciplines, including the application of information technology across different business sectors. The variety of these experiences in these areas, which are critical to the success of the Company’s strategy make him a uniquely qualified member of the Board. |

  40. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Nicholas C. Fanandakis | | | | Independent Director Nominee | | | | | Age: 68 Director of Duke Energy since 2019 Retired Executive Vice President, DuPont de Nemours, Inc. (formerly DowDuPont, Inc.) | Committees: • Audit Committee (Chair) • Compensation and People Development Committee Other current public directorships: • FTI Consulting, Inc. |

  41. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Fanandakis is a retired Executive Vice President of DuPont, a holding company with agriculture, materials science, and specialty products businesses. Mr. Fanandakis served as Executive Vice President and CFO at E.I. du Pont de Nemours and Company from 2009 until January 2019 and as Executive Vice President of DuPont until his retirement in July 2019. Prior to 2009, Mr. Fanandakis served in various plant, marketing, product management, and business director roles in the DuPont organization since 1979.

  42. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Fanandakis’ qualifications for election include his management experience gained during his career in numerous areas of DuPont. In addition to his management experience, Mr. Fanandakis’ expertise in finance, tax, banking, and risk management at a company undergoing transformation is an asset to Duke Energy’s Board. |

  43. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 18 DUKE ENERGY 2025 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  44. Biographical Information, Skills, and Qualifications of our Board Nominees

    | John T. Herron | | | | Independent Director Nominee | | | | | Age: 71 Director of Duke Energy since 2013 Retired President, CEO and Chief Nuclear Officer, Entergy Nuclear | Committees: • Finance and Risk Management Committee • Operations and Nuclear Oversight Committee (Chair) Other current public directorships: • None |

  45. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Herron was President, CEO and Chief Nuclear Officer of Entergy Nuclear, the nuclear operations of Entergy Corporation, an electric utility, 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, through his career, 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 board of directors of INPO.

  46. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Herron’s qualifications for election include his knowledge and extensive insight gained as a senior executive in the utility industry, including his three decades of experience in nuclear energy. In addition to his nuclear expertise, during Mr. Herron’s career, and particularly during his time as CEO and Chief Nuclear Officer of Entergy Nuclear, he gained significant financial, regulatory, and environmental expertise, as well as an understanding of utility customers. He also obtained risk management expertise, a required skill for those tasked with overseeing the operation of nuclear power plants. Mr. Herron also had direct responsibility for the management of cybersecurity as CEO and Chief Nuclear Officer of Entergy Nuclear. |

  47. Biographical Information, Skills, and Qualifications of our Board Nominees

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2025 PROXY STATEMENT 19 |

  48. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Idalene F. Kesner | | | | Independent Director Nominee | | | | | Age: 67 Director of Duke Energy since 2021 Dean Emerita, Indiana University Kelley School of Business | Committees: • Corporate Governance Committee • Finance and Risk Management Committee Other current public directorships: • Berry Global Group, Inc. • Olympic Steel, Inc. |

  49. Biographical Information, Skills, and Qualifications of our Board Nominees

    Dr. Kesner is the Dean Emerita and the Frank P. Popoff Chair of Strategic Management at the Indiana University Kelley School of Business (the Kelley School). She served as Dean for the Kelley School from July 2013 until July 31, 2022. Dr. Kesner joined the Kelley School faculty in 1995, coming from a titled faculty position at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. While at the Kelley School, Dr. Kesner served as co-director of the Kelley School’s Consulting Academy, Chair of the Kelley School’s Full-Time M.B.A. Program, Chair of the Department of Management and Entrepreneurship, and Associate Dean for Faculty & Research. In addition to teaching various graduate-level courses in the area of strategic management, Dr. Kesner has taught in more than 100 executive programs and served as a consultant for many national and international firms, working on strategic issues. Her research has focused on the areas of corporate boards of directors, corporate governance, and mergers and acquisitions. Dr. Kesner serves on the board of advisors for Lincoln Industries and on the board of directors for American Family Insurance, Berry Global Group, Inc., and Olympic Steel, Inc. She was previously a member of the board of directors of Main Street America Group and Sun Life Financial.

  50. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Dr. Kesner’s qualifications for election include her risk, governance, strategy, succession planning, and executive training and development expertise obtained as part of her educational background, as well as her work on the boards of other highly regulated companies, and her customer service and regulatory knowledge obtained as a leader at the Kelley School, a public state organization. |

  51. Biographical Information, Skills, and Qualifications of our Board Nominees

    | E. Marie McKee | | | | Independent Director Nominee | | | | | Age: 74 Director of Duke Energy since 2012 Retired Senior Vice President, Corning Incorporated | Committees: • Compensation and People Development Committee (Chair) • Corporate Governance Committee Other current public directorships: • None |

  52. Biographical Information, Skills, and Qualifications of our Board Nominees

    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.

  53. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Ms. McKee’s qualifications for election include her senior management experience in human resources, which provides her with a thorough knowledge of employee matters, governance, human capital management, and compensation practices. Her prior experience as a senior executive of Corning Incorporated has also given her excellent operating skills and an understanding of environmental regulations, technology, and risk management with regard to the manufacturing process, which aids the Board in its oversight of environmental and health and safety matters. |

  54. Biographical Information, Skills, and Qualifications of our Board Nominees

    | 20 DUKE ENERGY 2025 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  55. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Michael J. Pacilio | | | | Independent Director Nominee | | | | | Age: 64 Director of Duke Energy since 2021 Retired Executive Vice President and COO, Exelon Generation, Exelon Corp. | Committees: • Audit Committee • Operations and Nuclear Oversight Committee Other current public directorships: • None |

  56. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Pacilio is a retired Executive Vice President and COO of Exelon Generation, one of the largest competitive power generators in the United States, and had the nation’s largest nuclear fleet and a balanced portfolio of natural gas, hydro, wind, and solar generation. Mr. Pacilio had nearly 40 years of experience at Exelon, where he held a variety of management positions within Exelon Nuclear and Exelon Generation, including President and Chief Nuclear Officer, and has held numerous leadership roles outside of Exelon, including leading the nuclear sector’s response to the Fukushima tsunami, helping to develop national industry equipment on digital equipment and cybersecurity, and roles within INPO, the World Nuclear Association, and the Nuclear Energy Institute, where he served on the executive committee of the board of directors.

  57. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Pacilio’s qualifications for election include his extensive knowledge of the nuclear industry, which relies heavily on an understanding and application of risk management and regulatory expertise. His understanding of the financial, operational, and environmental requirements for carbon-free generation, including nuclear, wind, and solar, will provide valuable insight to the Board, as the Company pursues its business strategy. In addition, Mr. Pacilio’s cybersecurity and technology experience within the industry will be valuable as the Company continues to utilize digital innovation to become more efficient. |

  58. Biographical Information, Skills, and Qualifications of our Board Nominees

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

  59. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Sideris will become President, CEO, and a member of the Board on April 1, 2025. He has served as President of Duke Energy since April 2024. Prior to that, he served as Executive Vice President, Customer Experience, Solutions and Services from October 2019 to April 2024; Senior Vice President and Chief Distribution Officer from June 2018 to October 2019; State President, Florida from January 2017 to June 2018; Senior Vice President of Environmental Health and Safety from August 2014 to January 2017; and Vice President of Power Generation for the Company’s Fossil/Hydro Operations in the western portions of North Carolina and South Carolina from July 2012 to August 2014.

  60. Biographical Information, Skills, and Qualifications of our Board Nominees

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

  61. Biographical Information, Skills, and Qualifications of our Board Nominees

    | BUILDING A SMARTER ENERGY FUTURE® | DUKE ENERGY 2025 PROXY STATEMENT 21 |

  62. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Thomas E. Skains | | | | Independent Director Nominee | | | | | Age: 68 Director of Duke Energy since 2016 Retired Chairman, President and CEO, Piedmont Natural Gas Company, Inc. | Committees: • Compensation and People Development Committee • Corporate Governance Committee Other current public directorships: • National Fuel Gas Company • Truist Financial Corporation |

  63. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Skains was Chairman, President and CEO of Piedmont, a natural gas local distribution business, until his retirement in 2016. He served as Chairman of Piedmont from December 2003 until October 2016, CEO from February 2003 until October 2016, and as President from February 2002 until October 2016, when Piedmont was acquired by Duke Energy and Mr. Skains joined the Board. Prior to his service as President, Mr. Skains served in various roles, including COO and as Senior Vice President, Marketing and Supply Services, where he directed Piedmont’s commercial natural gas activities.

  64. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Skains’ qualifications for election include his financial and risk management expertise and public company governance and strategy gained during his time as Chairman, President and CEO of Piedmont. His time at Piedmont also provided him with in-depth knowledge of the natural gas industry, the environmental regulations related to the industry, and the needs of natural gas customers, which is helpful to Duke Energy as we expand our natural gas local distribution business. His prior experience as a corporate energy attorney also gives Mr. Skains insight on legal and regulatory compliance matters. |

  65. Biographical Information, Skills, and Qualifications of our Board Nominees

    | William E. Webster, Jr. | | | | Independent Director Nominee | | | | | Age: 71 Director of Duke Energy since 2016 Retired Executive Vice President, Institute of Nuclear Power Operations | Committees: • Corporate Governance Committee • Operations and Nuclear Oversight Committee Other current public directorships: • None |

  66. Biographical Information, Skills, and Qualifications of our Board Nominees

    Mr. Webster was Executive Vice President of Industry Strategy for 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. He is the recipient of the 2022 Henry Dewolf Smyth Nuclear Statesman Award sponsored by the ANS and NEI. Mr. Webster currently serves as the Chairman of the Japan Nuclear Safety Institute.

  67. Biographical Information, Skills, and Qualifications of our Board Nominees

    | Skills and qualifications: | | Mr. Webster’s qualifications for election include the extensive knowledge he gained during his 34 years in the nuclear industry, including experience with respect to environmental laws and reporting for the nuclear industry, and his regulatory expertise through his interface with the NRC on making new nuclear safety rules after the Fukushima incident in Japan. At INPO, Mr. Webster also was responsible for the development of risk management guidelines for the nuclear industry. These skills, as well as his operational and engineering expertise, are an asset to the Board and its committees as our Company focuses on operational excellence. |

  68. Biographical Information, Skills, and Qualifications of our Board Nominees

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

  69. Biographical Information, Skills, and Qualifications of our Board Nominees

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  70. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our shareholders. We compensate directors who are not employed by Duke Energy with a combination of cash and equity awards, along with certain other benefits as described below. Ms. Good receives no compensation for her service on the Board. The Compensation and People Development Committee annually reviews the director compensation program and recommends proposed changes for approval by the Board. As part of this review, they consider the significant amount of time expended, and the skill level required, by each director not employed by Duke Energy in fulfilling his or her duties on the Board, each director’s role and involvement on the Board and its committees and the market compensation practices and levels of our peer companies. During its annual review of the director compensation program in 2024, the Compensation and People Development Committee considered an analysis prepared by its independent consultant, FW Cook, which summarized director compensation trends for independent directors and pay levels at the same peer companies used to evaluate the compensation of our NEOs. Following this review, and after considering the advice of FW Cook about market practices and pay levels, the Compensation and People Development Committee did not recommend any changes to our director compensation program during 2024. As a result, our 2024 director compensation program consisted of the following: Annual Board Stock Retainer for 2024. In 2024, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully vested shares. The stock retainer was granted under the Duke Energy Corporation 2023 Long-Term Incentive Plan that was approved by our shareholders and generally provides that no non-employee director may be granted equity awards during a calendar year that have a grant date fair value, when added to any cash fees or retainers received for that year, of more than $750,000. Deferral Plan. Directors may elect to defer their annual stock retainer, or all or a portion of their annual cash compensation, under 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. Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains the Duke Energy Foundation Matching Gifts Program under which directors and employees generally are eligible to request matching contributions of up to $2,500 per director or employee per calendar year to qualifying institutions. During 2024, a Special Hurricane Emergency Response Match of $2,500 per director also was available. In addition, a donation of $1,000 was made to Relief4Employees in December 2024 on behalf of each of the directors not employed by Duke Energy who served during 2024. Under the Duke Energy PAC match program, directors are eligible to receive matching contributions of up to $5,000 per year to qualifying institutions. 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 and committee meetings and special functions. Stock Ownership Guidelines. Directors are subject to stock ownership guidelines, which establish a minimum level of ownership of Duke Energy common stock (or common stock equivalents). Currently, each director not employed by Duke Energy is required to own shares with a value equal to at least five times the annual Board cash retainer (i.e., an ownership level of $625,000) or retain 50% of his or her vested annual equity retainer. All directors were in compliance with the guidelines as of December 31, 2024.

  71. DIRECTOR COMPENSATION

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  72. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table describes the compensation earned during 2024 by each individual, other than Ms. Good, who served as a director during 2024.

  73. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Derrick Burks | 125,000 | 175,000 | 12,303 | 312,303 | | Annette K. Clayton | 135,000 | 175,000 | 6,256 | 316,256 | | Theodore F. Craver, Jr. | 196,712 | 175,000 | 11,256 | 382,968 | | Robert M. Davis | 155,000 | 175,000 | 8,756 | 338,756 | | Caroline Dorsa | 125,000 | 175,000 | 3,256 | 303,256 | | W. Roy Dunbar | 125,000 | 175,000 | 8,756 | 308,756 | | Nicholas C. Fanandakis | 160,000 | 175,000 | 8,756 | 343,756 | | John T. Herron | 155,000 | 175,000 | 8,756 | 338,756 | | Idalene F. Kesner | 125,000 | 175,000 | 8,756 | 308,756 | | E. Marie McKee | 145,000 | 175,000 | 9,268 | 329,268 | | Michael J. Pacilio | 135,000 | 175,000 | 10,756 | 320,756 | | Thomas E. Skains | 125,000 | 175,000 | 9,342 | 309,342 | | William E. Webster, Jr. | 135,000 | 175,000 | 11,256 | 321,256 |

  74. DIRECTOR COMPENSATION

    (1) Ms. Clayton, Dr. Kesner, Mr. Pacilio, and Mr. Webster elected to defer their 2024 cash compensation under the Directors’ Savings Plan. (2) This column reflects the grant date fair value of the stock awards granted to each eligible director during 2024. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 22 of the Consolidated Financial Statements contained in our 2024 Form 10-K for an explanation of the assumptions made in valuing these awards. In May 2024, each sitting director on the Board received an annual stock retainer in the form of 1,699 shares of Duke Energy common stock. Mr. Burks, Ms. Clayton, Mr. Dunbar, Mr. Fanandakis, Dr. Kesner, Mr. Pacilio, Mr. Skains, and Mr. Webster elected to defer their 2024 – 2025 stock retainer of Duke Energy shares under the Directors’ Savings Plan. (3) The All Other Compensation column includes the following for 2024:

  75. DIRECTOR COMPENSATION

    | Name | Business Travel Accident Insurance ($) | Charitable Contributions ($) | Other* ($) | Total ($) | | Derrick Burks | 256 | 9,500 | 2,547 | 12,303 | | Annette K. Clayton | 256 | 6,000 | 0 | 6,256 | | Theodore F. Craver, Jr. | 256 | 11,000 | 0 | 11,256 | | Robert M. Davis | 256 | 8,500 | 0 | 8,756 | | Caroline Dorsa | 256 | 3,000 | 0 | 3,256 | | W. Roy Dunbar | 256 | 8,500 | 0 | 8,756 | | Nicholas C. Fanandakis | 256 | 8,500 | 0 | 8,756 | | John T. Herron | 256 | 8,500 | 0 | 8,756 | | Idalene F. Kesner | 256 | 8,500 | 0 | 8,756 | | E. Marie McKee | 256 | 9,012 | 0 | 9,268 | | Michael J. Pacilio | 256 | 10,500 | 0 | 10,756 | | Thomas E. Skains | 256 | 8,500 | 586 | 9,342 | | William E. Webster, Jr. | 256 | 11,000 | 0 | 11,256 |

  76. DIRECTOR COMPENSATION

    Includes personal use of corporate aircraft and tickets to athletic events.

  77. DIRECTOR COMPENSATION

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  78. Performance Metrics Aligned to Our Strategy

    Performance Metrics Aligned to Our Strategy

  79. Performance Metrics Aligned to Our Strategy

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  80. Core Compensation Structure and Incentive Metrics in 2024

    | | Element | Performance Metrics Aligned to Strategy | | Base Salary | • Cash | | | Short-Term Incentive | • Short-Term Cash Incentive | Measured over a one-year period: • Adjusted EPS • O&M • Operational Excellence (safety, environmental, and reliability) • Customer Satisfaction • Energy Modernization (non-emitting MW capacity growth) • Individual Performance Goals and Modifier (based on individual performance) | | Long-Term Equity Incentive | • Performance Shares (70%) | Measured over a three-year period: • Cumulative Adjusted EPS • Relative TSR • Safety | | | • RSUs (30%) | • Subject to continued employment, vest in equal installments on the first three anniversaries of the date of grant |

  81. Executive Compensation Best Practices

    | AT DUKE ENERGY WE… | | AT DUKE ENERGY WE DO NOT… | | | | Integrate key performance metrics in our incentive plans relating to environmental, energy modernization, safety, and customer initiatives | | Provide tax gross-ups to NEOs | | | Require significant stock ownership, including 6x base salary for our CEO and 3x base salary for other NEOs | | Permit hedging or pledging of Duke Energy securities | | | Maintain a stock retention policy | | Provide “single trigger” vesting of stock awards upon a change in control | | | Tie equity (both time and performance-based) and cash-based incentive compensation to a clawback policy | | Provide employment agreements to a broad group | | | Use an independent compensation consultant retained by and reporting directly to the Compensation and People Development Committee to advise on compensation matters | | Encourage excessive or inappropriate risk-taking through our compensation program | | | Review tally sheets on an annual basis | | Provide excessive perquisites | | | Consider shareholder feedback and the prior year’s “say-on-pay” vote | | Provide dividend equivalents on unearned performance shares | | | Require that equity awards be subject to a one-year minimum vesting period, subject to limited exceptions | | | | | Disclose performance targets for the performance share cycle granted in the most recent year | | |

  82. Base Salary

    Base Salary The salary for each NEO is based on, among other factors, job responsibilities, level of experience, individual performance, comparisons to the salaries of executives in similar positions at other companies in our peer group and internal comparisons. The Compensation and People Development Committee considers changes in the base salaries of our NEOs at least annually, but changes are not made every year. During the annual review process in early 2024, the Compensation and People Development Committee approved (i) a 41% increase in Mr. Sideris’s base salary to reflect his promotion to President effective April 1, 2024, and (ii) a 7% increase in Mr. Savoy’s base salary, a 12.5% increase in Ms. Janson’s base salary, and an 8% increase in Mr. Ghartey-Tagoe’s base salary, each effective March 1, 2024, to ensure the compensation for each remains competitive with the applicable market median of the compensation peer group. The Compensation and People Development Committee did not adjust the base salary of the CEO in 2024.

  83. Short-Term Incentive Compensation

    Short-Term Incentive Compensation STI opportunities are provided to our NEOs under the Duke Energy Corporation Executive Short-Term Incentive Plan to promote the achievement of annual performance objectives. Each year, the Compensation and People Development Committee establishes the target STI opportunity for each NEO, which is based on a percentage of his or her base salary. During the annual review process in early 2024, the Compensation and People Development Committee approved the target STI opportunity for each NEO based on the peer group market data, each NEO’s responsibilities, and an assessment of his or her individual contributions. In 2024, the Compensation and People Development Committee approved (i) an increase in Ms. Good’s annual target STI opportunity from 175% to 200% of her annual base salary, (ii) an increase in Mr. Sideris’s annual target STI opportunity from 95% to 115% of his annual base salary in connection with his promotion to President, and (iii) an increase in Ms. Janson’s annual target STI opportunity from 100% to 115% of her annual base salary. The STI opportunities for the other NEOs remained unchanged from 2023 levels.

  84. Short-Term Incentive Compensation

    | Name | Target STI Opportunity (as a % of base salary) | | Lynn J. Good | 200% | | Brian D. Savoy | 100% | | Harry K. Sideris | 115% | | Julia S. Janson | 115% | | Kodwo Ghartey-Tagoe | 100% |

  85. Short-Term Incentive Compensation

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  86. Short-Term Incentive Compensation

    As discussed in more detail below, the Compensation and People Development Committee established the following objectives under the STI plan in February 2024, with the STI target opportunity allocated between corporate and individual objectives as follows: In order to align financial performance with funding of the STI plan, the Compensation and People Development Committee established a performance floor, or circuit breaker, providing that if an adjusted EPS performance level of at least $5.90 was not achieved, the payout levels for all other measures would be reduced up to the payout level for the EPS performance objective. The circuit breaker was set at an amount between the threshold and target levels. Depending on actual performance, NEOs were eligible to earn a maximum of up to 187.5% of the amount of their STI target opportunity allocated to corporate objectives, based on a potential maximum payout of 200% for the EPS objective, and a 175% potential maximum payout for the O&M expense, operational excellence, customer satisfaction, energy modernization, and individual objectives. In order to provide a wider range of potential payouts based on individual performance, in 2024 our STI plan included a performance modifier that could adjust the aggregate payout on the corporate objectives positively or negatively by up to 25%.

  87. Short-Term Incentive Compensation

    | Goal Setting Process Financial Performance Measures. The Compensation and People Development Committee believes that tying a portion of the STI payments to adjusted EPS aligns pay outcomes of our NEOs with the interests of shareholders and other stakeholders. • When setting financial goals, the Compensation and People Development Committee reviews our long-term financial plan, as well as the current economic and regulatory environment and expectations for investment opportunities and customer satisfaction. • The Compensation and People Development Committee calibrates the adjusted EPS goal with our publicly announced guidance range and considers industry comparisons and growth expectations to establish the threshold, target, and maximum performance levels. • For 2024, our adjusted EPS guidance range was originally set at $5.85 to $6.10, and the adjusted EPS target under the 2024 STI plan was set in the middle of this guidance range at $5.98. This target exceeded the actual adjusted EPS result of $5.56 under the 2023 STI plan. Operational Performance Measures. The Compensation and People Development Committee sets operational performance measure targets at challenging levels to drive long-term growth and success. Stretch performance levels are set to motivate employees to strive for continuous improvement and operational excellence. |

  88. Short-Term Incentive Compensation

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  89. Corporate Objectives (85% of total)

    (1) For additional information about the calculation of the adjusted EPS and O&M expense control objectives, see pages 61 and 62 of this proxy statement. (2) A payout of up to 200% of the target opportunity is available for the adjusted EPS objective and a payout of up to 175% of the target opportunity is available for the other corporate and individual objectives. (3) If adjusted EPS does not exceed $5.90 (i.e., a performance floor or circuit breaker), the payout levels for all other performance measures are reduced. (4) The Reliability Index is comprised of five separate reliability metrics, as described below, each of which has a relative weight of 22%, except the Natural Gas – Outages metrics, which has a relative weight of 12%. For 2024, we achieved an aggregate payout percentage for the corporate objectives other than EPS of 103.76%. Because adjusted EPS in 2024 did not exceed $5.90 (i.e., the performance floor or circuit breaker), the payout percentage for each of the other performance measures was capped at 84%.

  90. Performance Modifier (+/- 25%)

    | Name | Target STI Opportunity ($) | Achievement of Corporate and Individual Performance Measures | Adjustment for Performance Modifier | Final Payout as a % of Target (100%) STI Opportunity | Payout ($) | | Lynn J. Good | $3,000,000 | 72.36% | 110.56% | 80.0% | $2,400,000 | | Brian D. Savoy | $689,017 | 72.36% | 110.56% | 80.0% | $551,214 | | Harry K. Sideris | $927,685 | 72.36% | 110.56% | 80.0% | $742,148 | | Julia S. Janson | $1,015,898 | 72.36% | 110.56% | 80.0% | $812,718 | | Kodwo Ghartey-Tagoe | $746,667 | 72.36% | 110.56% | 80.0% | $597,333 |

  91. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our LTI program is designed to provide our NEOs with an appropriate balance to the STI plan and to align executive and shareholder interests in an effort to maximize shareholder value and further customer interests. Each year, the Compensation and People Development Committee establishes the target LTI opportunity for each NEO, which is based on a percentage of his or her base salary. During the annual review process in early 2024, the Compensation and People Development Committee approved increases in the target LTI opportunity for Ms. Good (1,050% to 1,067% of her base salary), Mr. Savoy (325% to 350% of his base salary), Mr. Sideris (from 325% to 475% of his base salary in connection with his promotion to President), and Mr. Ghartey-Tagoe (325% to 350% of his base salary). The 2024 LTI opportunities for the NEOs were as follows.

  92. Long-Term Incentive Compensation

    | Name | Target LTI Opportunity (as a % of base salary) | | Lynn J. Good | 1,067% | | Brian D. Savoy | 350% | | Harry K. Sideris | 475% | | Julia S. Janson | 350% | | Kodwo Ghartey-Tagoe | 350% |

  93. Long-Term Incentive Compensation

    The Compensation and People Development Committee reviews the allocation between performance shares and RSUs annually with its compensation consultant, which confirmed that the present mix of performance shares (70% allocation) and RSUs (30% allocation) was consistent with both utility peers and the general industry. The Compensation and People Development Committee believes that this allocation strikes an appropriate balance to both incentivize and retain our executive officers and aligns with our strong pay for performance philosophy.

  94. Long-Term Incentive Compensation

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  95. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

    2024 – 2026 Performance Shares (70% of Long-Term Incentive Program) Our Compensation and People Development Committee has designed our performance shares to reflect stakeholder feedback, including shareholders, requesting a focus on multiple core metrics linked to our long-term success and balancing relative and absolute performance in order to emphasize pay for performance comparisons. In order to emphasize pay for performance, the 2024 – 2026 performance shares vest at the end of the three-year performance period based on the achievement of three performance goals: (i) our cumulative adjusted EPS compared to pre-established targets; (ii) our relative TSR compared to the companies in the UTY; and (iii) a safety measure based on our TICR compared to similar companies in the EEI Group 1 Large Company Index. These performance measures were selected to emphasize their importance in aligning the interests of our executives and shareholders and other stakeholders. In the past, these performance goals were weighted as follows: 50% to cumulative adjusted EPS; 25% to our relative TSR compared to the companies in the UTY; and 25% to the safety measure. However, our Compensation and People Development Committee annually reviews the design of the LTI program. For 2024, after consulting with its independent consultant and reviewing market practices, the Compensation and People Development Committee decided that each of the cumulative adjusted basic EPS and relative TSR goals should have the same weight under our LTI program (40% each). As a result, the 2024 – 2026 performance shares will vest at the end of the three-year performance period based on: (i) our cumulative adjusted basic EPS compared to pre-established targets (40% weighting); (ii) our relative TSR compared to the companies in the UTY (40% weighting); and (iii) a safety measure based on our TICR compared to similar companies in the EEI Group 1 Large Company Index (20% weighting). Each of the three performance measures for the 2024 – 2026 performance shares is described below, along with a table that sets forth the performance targets and payout levels. The first performance measure is based on Duke Energy’s three-year cumulative adjusted EPS measured against pre-established target levels. The Compensation and People Development Committee established the EPS target for the three-year cycle in February 2024 at a level that is challenging, but achievable with strong long-term performance. The following table provides the EPS target levels and corresponding payout levels:

  96. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

    | Cumulative Adjusted EPS | Percent Payout of Target 2024 – 2026 Performance Shares | | $19.78 or Higher | 200% | | $18.78 (Target) | 100% | | $17.18 | 50% | | Lower than $17.18 | 0% |

  97. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

    If Duke Energy’s cumulative adjusted EPS during the performance period is between $17.18 to $18.78 or between $18.78 to $19.78, the payout for the portion of the performance shares related to this performance measure is interpolated on a straight-line basis. The second performance measure is based on the percentile ranking of Duke Energy’s TSR for the three-year performance period beginning January 1, 2024, compared to the TSR of each company in the UTY for the same period. The following table provides the percentile ranking and corresponding payout levels:

  98. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

    | Relative TSR Performance Percentile | Percent Payout of Target 2024 – 2026 Performance Shares* | | 90th or Higher | 200% | | 55th (Target) | 100% | | 25th | 50% | | Below 25th | 0% |

  99. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

    * If Duke Energy’s cumulative TSR is negative during the performance period, the payout is limited to the target level unless Duke Energy’s relative performance is in the top quartile. If Duke Energy’s cumulative TSR is at least 15%, the payout cannot be less than 30% of the target number of shares related to the TSR portion of the award, regardless of the relative performance. If Duke Energy achieves a TSR ranking between the 25th percentile and the 55th percentile or between the 55th percentile and the 90th percentile, the number of performance shares related to this performance measure is interpolated on a straight-line basis. To determine performance share payouts, TSR is calculated using the difference between the opening and closing value of the shares of Duke Energy and each peer in the UTY, with dividends assumed to be reinvested. For purposes of the TSR calculation, the opening value is determined based on the average closing stock price for each company’s shares on each trading day during the calendar month immediately

  100. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

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  101. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

    preceding the performance period, and the closing value is determined based on the average closing stock price for each company’s shares on each trading day during the last calendar month in the performance period. The third performance measure relates to Duke Energy’s safety performance, which is measured based on our TICR for employees, as compared to companies in the EEI Group 1 Large Company Index, excluding companies without gas or nuclear operations. The following table provides the TICR target levels and corresponding payout levels:

  102. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

    | Relative TICR Performance Percentile | Percent Payout of Target 2024 – 2026 Performance Shares | | Top Company | 200% | | 90th (Target) | 100% | | 75th | 50% | | Below 75th | 0% |

  103. 2024 – 2026 Performance Shares (70% of Long-Term Incentive Program)

    If Duke Energy’s safety performance during the performance period is between the 75th percentile and 90th percentile or between the 90th percentile and the Top Company, the payout for the portion of the shares related to this performance measure is interpolated on a straight-line basis.

  104. Restricted Stock Units (30% of Long-Term Incentive Program)

    Restricted Stock Units (30% of Long-Term Incentive Program) The RSUs generally vest in equal installments on the first three anniversaries of the date of grant, provided the recipient continues to be employed by Duke Energy on each vesting date.

  105. Payout of 2022 – 2024 Performance Shares

    Payout of 2022 – 2024 Performance Shares The 2022 – 2024 performance shares for the three-year performance period ending December 31, 2024, generally vest based on: (i) our cumulative adjusted EPS compared to pre-established targets (50% weighting); (ii) our relative TSR compared to the companies in the UTY (25% weighting); and (iii) a safety measure based on our TICR for employees, as compared to companies in the EEI Group 1 Large Company Index, excluding companies without gas or nuclear operations (25% weighting). The first measure was based on our cumulative adjusted EPS during the three-year period compared to pre-established targets, as follows:

  106. Payout of 2022 – 2024 Performance Shares

    | Cumulative Adjusted EPS | Percent Payout of Target 2022 – 2024 Performance Shares | Result | Payout of Target | | $18.05 or Higher | 200% | | | | $17.05 (Target) | 100% | | | | $15.45 | 50% | $16.87 | 94.37% | | Lower than $15.45 | 0% | | |

  107. Payout of 2022 – 2024 Performance Shares

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  108. Payout of 2022 – 2024 Performance Shares

    The second measure was based on our relative TSR for the three-year period compared to the companies in the UTY, as follows:

  109. Payout of 2022 – 2024 Performance Shares

    | Relative TSR Performance Percentile | Percent Payout of Target 2022 – 2024 Performance Shares | Result | Payout of Target* | | 90th or Higher | 200% | | | | 55th (Target) | 100% | 57.90th Percentile | 108.26% | | 25th | 50% | | | | Below 25th | 0% | | |

  110. Payout of 2022 – 2024 Performance Shares

    * If cumulative TSR is negative during the performance period, the payout is limited to the target level regardless of the relative performance. If cumulative TSR is at least 15%, the payout cannot be less than 30% of the target regardless of the relative performance. The third measure was based on TICR for employees during the three-year period as compared to companies in the EEI Group 1 Large Company Index, excluding companies without gas or nuclear operations, as follows:

  111. Payout of 2022 – 2024 Performance Shares

    | TICR for Employees | Percent Payout of Target 2022 – 2024 Performance Shares | Result | Payout of Target | | Top Company | 200% | 0.34 | 200% | | 90th (Target) | 100% | | | | 75th | 50% | | | | Below 75th | 0% | | |

  112. Payout of 2022 – 2024 Performance Shares

    In the aggregate, this performance corresponds to a payout of 124.25% of the target number of 2022 – 2024 performance shares, plus dividend equivalents earned during the performance period. The following table lists the number of 2022 – 2024 performance shares to which our NEOs became vested at the end of that performance cycle:

  113. Payout of 2022 – 2024 Performance Shares

    | Name | 2022 – 2024 Target Shares | Overall Achievement as a % of Target | 2022 – 2024 Performance Shares Earned* | | Lynn J. Good | 112,880 | 124.25% | 140,253 | | Brian D. Savoy | 12,463 | 124.25% | 15,485 | | Harry K. Sideris | 12,435 | 124.25% | 15,450 | | Julia S. Janson | 18,099 | 124.25% | 22,488 | | Kodwo Ghartey-Tagoe | 14,049 | 124.25% | 17,456 |

  114. Employment Agreement with Ms. Good

    Employment Agreement with Ms. Good Effective July 2013, Duke Energy entered into an employment agreement with Ms. Good that contained a three-year initial term and automatically renews for additional one-year periods at the end of the initial term unless either party provides 120 days’ advance notice. In the event of a change in control of Duke Energy, the term automatically extends to a period of two years. The employment agreement was last amended on June 25, 2015. Upon a termination of Ms. Good’s employment by Duke Energy without “cause” or by Ms. Good for “good reason” (each as defined in her employment agreement), Ms. Good would be entitled to the severance benefits described under the “Potential Payments Upon Termination or Change in Control – Severance Protection” section on pages 71 through 74 of this proxy statement. Ms. Good’s employment agreement does not provide for golden parachute excise tax gross-up payments. Ms. Good did not receive any severance benefits under her Employment Agreement in connection with her retirement effective April 1, 2025.

  115. Severance Plan

    Severance Plan The Executive Severance Plan provides severance protection to our NEOs, other than Ms. Good, in order to provide a consistent approach to executive severance and to provide eligible executives with certainty and security while they are focusing on their duties and responsibilities. Severance compensation would only be paid in the event that an eligible executive’s employment is involuntarily terminated without “cause” or is voluntarily terminated for “good reason,” and is subject to compliance with restrictive covenants (i.e., confidentiality and non-competition). The severance compensation that would be paid in the event of a qualifying termination of employment to those senior executives who are identified as “Tier I Participants,” including Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe, generally approximates two times his or her annual compensation and benefits. The Executive Severance Plan prohibits the payment of severance if an executive also would be entitled to severance compensation under a separate agreement or plan maintained by Duke Energy, including the Change in Control Agreements described below. The Executive Severance Plan does not provide for golden parachute excise tax gross-up payments. The benefit levels under the Executive Severance Plan are described in more detail on pages 72 and 73 under the “Potential Payments Upon Termination or Change in Control – Severance Protection” section of this proxy statement.

  116. Change in Control Agreements

    Change in Control Agreements Duke Energy has entered into Change in Control Agreements with our NEOs other than Ms. Good. Under these agreements, each such NEO would be entitled to certain payments and benefits if: (i) a change in control were to occur; and (ii) within two years following the change in control, (a) the executive’s employment is terminated without “cause,” or (b) the executive terminates his or her employment for “good reason.” The severance that would be provided to these NEOs is generally two times the executive’s annual compensation and benefits and becomes payable only if there is both a change in control and a qualifying termination of employment. The Compensation and People Development Committee approved the two times severance multiplier after consulting with its advisors and reviewing the severance protection provided by peer companies. As described on page 72 of this proxy statement effective April 1, 2025, Mr. Sideris’s Change in Control Agreement contains a severance multiplier of 2.99 rather than two. The Change in Control Agreements do not provide for golden parachute excise tax gross-up payments. Our RSU and performance share awards provide for “double-trigger” vesting upon a qualifying termination of employment in connection with a change in control. The Compensation and People Development Committee believes the change in control arrangements are appropriate in order to diminish the uncertainty and risk to the executives’ roles in the context of a potential or actual change in control. The benefit levels under the Change in Control Agreements and equity awards are described in more detail on pages 71 through 74 under the “Potential Payments Upon Termination or Change in Control – Severance Protection” section of this proxy statement.

  117. Change in Control Agreements

    | 58 DUKE ENERGY 2025 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® |

  118. Section 3: Competitive Market Practices

    Section 3: Competitive Market Practices

  119. Compensation Consultant

    Compensation Consultant The Compensation and People Development Committee has engaged FW Cook to report directly to the Compensation and People Development Committee as its independent compensation consultant. The compensation consultant attends each Compensation and People Development Committee meeting and provides advice, including reviewing and commenting on market compensation data used to establish the compensation of the executive officers and directors, the terms and performance goals applicable to incentive plan awards, the process for approving achievement of the incentive goals, and analysis with respect to specific projects and information regarding trends and competitive practices. The compensation consultant also routinely meets with the Compensation and People Development Committee members without management present. When establishing the compensation program for our NEOs, the Compensation and People Development Committee considers input and recommendations from management, including Ms. Good, who attends the Compensation and People Development Committee meetings. The consultant has been instructed that it is to provide completely independent advice to the Compensation and People Development Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation and People Development Committee. With the consent of the Chair of the Compensation and People Development Committee, the consultant may meet with management to discuss strategic issues with respect to executive compensation that will assist the consultant in its engagement with the Compensation and People Development Committee. The Compensation and People Development Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent the consulting firm from independently advising the Compensation and People Development Committee.

  120. Compensation Peer Group

    Compensation Peer Group One of our core compensation objectives is to attract and retain talented executive officers by providing a total compensation package that generally is competitive with that of other executives and key employees of similarly sized companies with similar complexity, whether within or outside of the utility sector. The Compensation and People Development Committee, with input and advice from its independent consultant, has developed a customized peer group for the review of executive compensation levels and plan design practices. The Compensation and People Development Committee, after obtaining advice from its independent consultant at FW Cook, approved the selection criteria for the compensation peer group, so that the group would continue to reflect companies of Duke Energy’s scale and business complexity. The selection criteria include the following: (i) a group of companies whose median market capitalization and revenue scope is similar in size to Duke Energy, (ii) the largest electric utilities that are constituents of the UTY, or large S&P 500 companies from relevant industries, and (iii) publicly-traded companies that have similar business attributes to Duke Energy (e.g., having at least one of the following business attributes: United States based companies that generate a majority of business domestically, companies that provide products and services in regulated markets, non-utility companies with manufacturing operations, companies requiring high levels of capital investment to generate revenue, and companies paying an annual dividend). The Compensation and People Development Committee reviews the compensation peer group on an annual basis to ensure it remains appropriate. The following table reflects the companies in our compensation peer group, based on the selection criteria described above.

  121. Compensation Peer Group

    | Compensation Peer Group | | | | | 3M | Edison International | NextEra Energy | The Southern Co. | | American Electric Power | Exelon | Northrop Grumman | Union Pacific | | Deere & Co. | General Dynamics | PG&E | UPS | | Dominion Energy | Honeywell International | Raytheon Technologies | Waste Management | | Eaton Corporation | Lockheed Martin | Texas Instruments | Xcel Energy |

  122. Compensation Peer Group

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  123. Section 4: Executive Compensation Policies

    | Policy | Description | | | Stock ownership/holding policy | We maintain meaningful stock ownership guidelines to reinforce the importance of Duke Energy stock ownership. These guidelines are intended to align the interests of executives and shareholders and to focus the executives on our long-term success. Under these guidelines, each of our active NEOs must own Duke Energy shares in accordance with the following schedule: | | | | Leadership Position | Value of Shares | | | CEO | 6x Base Salary | | | Other NEOs | 3x Base Salary | | | A NEO also can satisfy the policy by holding 50% of all shares acquired under the LTI program (after payment of any applicable taxes) and 100% of all shares acquired upon the exercise of stock options (after payment of the exercise price and taxes). Each of our NEOs was in compliance with the stock ownership/ stock holding policy during 2024. | | | Clawback policies | Under our clawback policy, we are required to recover incentive-based compensation paid to a current or former executive officer with respect to the three years preceding a year in which we prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The compensation recoverable is the amount in excess of the amount that would have been payable to the executive officer under the restated financial statements. The clawback must be applied regardless of whether the executive officer was responsible for the error that led to the accounting restatement. The revised clawback policy is intended to comply with the applicable NYSE listing standards that were revised in response to the mandates under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. We maintain other policies that allow us to recover incentive compensation payments based on an incorrect calculation. In addition, our STI program and LTI programs provide authority to recoup time- and performance-based awards and compensation if we determine at any time that a participant engaged in “detrimental activity” during his or her employment, then, to the extent permitted by applicable law, the employee: (a) shall forfeit outstanding awards, and (b) shall be required to promptly return to Duke Energy any payments received under the incentive programs during the three-year period preceding the date of the determination. For this purpose, “detrimental activity” means: (i) the employee engaged in misconduct that is detrimental to our financial condition or business reputation, including due to any adverse publicity, or (ii) the employee violated any of our material written policies, including without limitation our Code of Business Ethics or policies governing workplace harassment, including sexual harassment and other forms of harassment prohibited by our Harassment-Free Workplace Policy. | | | Hedging or pledging policy | We have a policy that prohibits employees (including our NEOs) and directors from trading in put or call options, warrants, swaps, forwards, and other derivatives or similar instruments in connection with Duke Energy securities, or by selling Duke Energy securities “short.” Our pledging policy prohibits the pledging of any Duke Energy securities, regardless of where or how such securities are held. See “Prohibition on Hedging and Pledging” on page 40 of this proxy statement for additional information about the hedging prohibition. | | | Equity award grant policy | 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 each | |

  124. Section 4: Executive Compensation Policies

    | Policy | Description | | | calendar 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. | | Risk assessment policy | In consultation with the Compensation and People Development Committee, members of management from Duke Energy’s Human Resources, Legal, and Risk Management Departments assessed whether our compensation policies and practices encourage excessive or inappropriate risk taking by our employees, including employees other than our NEOs. This assessment included a review of the risk characteristics of Duke Energy’s business and the design of our incentive plans and policies. Management reported its findings to the Compensation and People Development Committee, and after review and discussion, the Compensation and People Development Committee concluded that our plans and policies do not encourage excessive or inappropriate risk taking. | | Shareholder approval policy for severance | We have a policy, generally, to seek shareholder approval for any agreements with our NEOs that provide severance compensation in excess of 2.99x the executive’s annual compensation or that provide for tax gross-ups in connection with a termination event. |

  125. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides compensation information for our CEO (Ms. Good), our CFO (Mr. Savoy) and our three other most highly compensated executive officers who were employed on December 31, 2024, (Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe). With respect to each NEO, the table provides information for 2022 and 2023 only to the extent he or she was included in the Duke Energy Summary Compensation Table for those years.

  126. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Lynn J. Good Chair and CEO | 2024 | 1,500,000 | 0 | 16,350,054 | 0 | 2,400,000 | 373,793 | 658,135 | 21,281,982 | | | 2023 | 1,500,000 | 0 | 16,021,168 | 0 | 1,739,063 | 344,770 | 954,874 | 20,559,875 | | | 2022 | 1,481,750 | 0 | 15,879,501 | 0 | 2,730,073 | 345,924 | 917,511 | 21,354,759 | | Brian D. Savoy Executive Vice President and CFO | 2024 | 689,017 | 0 | 2,491,480 | 0 | 551,214 | 52,708 | 166,151 | 3,950,570 | | | 2023 | 646,867 | 0 | 2,152,311 | 0 | 428,549 | 77,207 | 172,556 | 3,477,490 | | | 2022 | 587,931 | 300,000(6) | 1,753,218 | 0 | 531,773 | 0 | 167,760 | 3,340,682 | | Harry K. Sideris(1) President, Duke Energy | 2024 | 834,405 | 0 | 4,444,307 | 0 | 742,148 | 51,155 | 219,224 | 6,291,239 | | Julia S. Janson Executive Vice President and CEO, Duke Energy Carolinas | 2024 | 883,390 | 0 | 3,274,761 | 0 | 812,718 | 177,763 | 218,835 | 5,367,467 | | | 2023 | 796,452 | 0 | 2,849,421 | 0 | 527,649 | 0 | 252,189 | 4,425,711 | | | 2022 | 772,647 | 0 | 2,546,124 | 0 | 828,262 | 0 | 273,251 | 4,420,284 | | Kodwo Ghartey-Tagoe Executive Vice President, Chief Legal Officer and Corporate Secretary | 2024 | 746,667 | 0 | 2,703,873 | 0 | 597,333 | 81,945 | 179,238 | 4,309,056 | | | 2023 | 695,500 | 0 | 2,314,120 | 0 | 460,769 | 92,651 | 190,831 | 3,753,871 | | | 2022 | 651,867 | 0 | 1,976,358 | 0 | 617,679 | 0 | 193,659 | 3,439,563 |

  127. SUMMARY COMPENSATION TABLE

    (1) Effective as of April 1, 2024, Mr. Sideris was appointed as President. (2) Grant Date Fair Value of Stock Awards for Accounting Purposes: This column does not reflect the value of stock awards that were actually earned or received by our NEOs during each of the years listed above. Rather, as required by applicable SEC rules, this column reflects the aggregate grant date fair value of the performance shares (based on the probable outcome of the performance conditions as of the date of grant) and RSUs granted to our NEOs in the applicable year. The aggregate grant date fair value of the performance shares provided in 2024 to Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe, assuming that the highest level of performance would be achieved, is $23,100,161; $3,520,121; $6,323,531; $4,659,567; and $3,820,162; respectively. The aggregate grant date fair value of the awards was determined in accordance with the accounting guidance for stock-based compensation. See Note 22 of the Consolidated Financial Statements contained in our 2024 Form 10-K for an explanation of the assumptions made in valuing these awards. (3) With respect to the applicable performance period, this column reflects amounts payable under the STI plan. Unless deferred, the 2024 amounts were paid in March 2025. (4) This column includes the amounts listed below. The amounts listed were earned over the 12-month period ending on December 31, 2024.

  128. SUMMARY COMPENSATION TABLE

    | | Good ($) | Savoy ($) | Sideris ($) | Janson ($) | Ghartey- Tagoe ($) | | Change in Actuarial Present Value of Accumulated Benefit Under: | | | | | | | RCBP | 49,673 | 46,786 | 47,580 | 70,512 | 58,451 | | ECBP | 324,120 | 5,922 | 3,575 | 107,251 | 23,494 | | Total | 373,793 | 52,708 | 51,155 | 177,763 | 81,945 |

  129. SUMMARY COMPENSATION TABLE

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  130. SUMMARY COMPENSATION TABLE

    The All Other Compensation column includes the following for 2024:

  131. SUMMARY COMPENSATION TABLE

    | | Good ($) | Savoy ($) | Sideris ($) | Janson ($) | Ghartey- Tagoe ($) | | Matching and Employer Retirement Contributions Under the Retirement Savings Plan | 20,700 | 20,700 | 11,848 | 20,700 | 20,700 | | Make-Whole Matching and Cash Balance Contribution Credits Under the Executive Savings Plan | 491,991 | 131,061 | 159,731 | 181,226 | 146,614 | | Personal Use of the Corporate Aircraft* | 118,708 | 0 | 30,550 | 2,754 | 0 | | Charitable Contributions Made in the Name of the Executive | 7,500 | 7,500 | 7,500 | 7,500 | 7,500 | | Financial Planning Program | 15,000 | 0 | 3,918 | 0 | 910 | | Other** | 4,236 | 6,890 | 5,677 | 6,655 | 3,514 | | Total | 658,135 | 166,151 | 219,224 | 218,835 | 179,238 |

  132. SUMMARY COMPENSATION TABLE

    * Regarding use of corporate aircraft, NEOs are required to reimburse Duke Energy the direct operating costs of any personal travel, except Ms. Good is not required to reimburse Duke Energy for the cost of travel to her executive physical or to meetings of the board of directors of other companies on which board she serves. With respect to flights on a leased or chartered airplane, direct operating costs equal the amount that the third-party charges Duke Energy for such trip. With respect to flights on the corporate aircraft, direct operating costs include the amounts permitted by the Federal Aviation Regulations for non-commercial carriers, including hangar fees, fuel, crew travel expenses, airplane maintenance, aircraft depreciation, catering, labor, and aircraft leases. NEOs are permitted to invite their spouse or other guests to accompany them on business trips when space is available; however, in such events, the NEO is imputed income in accordance with IRS guidelines. The table above includes the amount of the IRS-specified tax deduction disallowance, if any, with respect to the NEO’s personal travel. Duke Energy does not provide any tax gross-ups to the NEOs, including with respect to personal use of corporate aircraft. ** If applicable, includes the cost of benefits under the executive physical exam program, an airline club membership, reimbursement of a portion of the monthly expense for a personal mobile device, holiday gift, and occasional personal use of tickets to athletic and cultural events. Reflects retention payment provided to Mr. Savoy pursuant to an agreement entered into effective as of February 1, 2019.

  133. SUMMARY COMPENSATION TABLE

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  134. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  135. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Lynn J. Good | Cash STI(1) | | 562,500 | 3,000,000 | 7,031,250 | | | | | | | | LTI Perf. Shares(2) | 2/22/2024 | | | | 51,058 | 121,567 | 243,134 | | 11,550,081 | | | RSUs(3) | 2/22/2024 | | | | | | | 52,100 | 4,799,973 | | Brian D. Savoy | Cash STI(1) | | 129,191 | 689,017 | 1,614,885 | | | | | | | | LTI Perf. Shares(2) | 2/22/2024 | | | | 7,781 | 18,525 | 37,050 | | 1,760,060 | | | RSUs(3) | 2/22/2024 | | | | | | | 7,939 | 731,420 | | Harry K. Sideris | Cash STI(1) | | 173,941 | 927,685 | 2,174,261 | | | | | | | | LTI Perf. Shares(2) | 3/11/2024 | | | | 13,642 | 32,481 | 64,962 | | 3,161,765 | | | RSUs(3) | 3/11/2024 | | | | | | | 13,921 | 1,282,542 | | Julia S. Janson | Cash STI(1) | | 190,481 | 1,015,898 | 2,381,011 | | | | | | | | LTI Perf. Shares(2) | 3/11/2024 | | | | 10,052 | 23,934 | 47,868 | | 2,329,784 | | | RSUs(3) | 3/11/2024 | | | | | | | 10,257 | 944,977 | | Kodwo | Cash STI(1) | | 140,000 | 746,667 | 1,750,000 | | | | | | | Ghartey-Tagoe | LTI Perf. Shares(2) | 2/22/2024 | | | | 8,444 | 20,104 | 40,208 | | 1,910,081 | | | RSUs(3) | 2/22/2024 | | | | | | | 8,616 | 793,792 |

  136. GRANTS OF PLAN-BASED AWARDS

    (1) Reflects the STI opportunity granted to our NEOs in 2024 under the Duke Energy Corporation Executive Short-Term Incentive Plan. The information included in the “Threshold,” “Target,” and “Maximum” columns reflects the range of potential payouts under the plan established by the Compensation and People Development Committee. The actual amounts earned by each executive under the terms of such plan are disclosed in the Summary Compensation Table on pages 63 through 64 of this proxy statement. (2) Reflects the performance shares granted to Ms. Good, Mr. Savoy, and Mr. Ghartey-Tagoe on February 22, 2024, and to Mr. Sideris and Ms. Janson on March 11, 2024, under the LTI program, pursuant to the terms of the Duke Energy Corporation 2023 Long-Term Incentive Plan. The information included in the “Threshold,” “Target,” and “Maximum” columns reflects the range of potential payouts established by the Compensation and People Development Committee. Earned performance shares will be paid following the end of the 2024 – 2026 performance period, based on the extent to which the performance goals have been achieved. Any shares not earned are forfeited. In addition, following a determination that the performance goals have been achieved, participants will receive a cash payment equal to the amount of cash dividends paid on one share of Duke Energy common stock during the performance period multiplied by the number of performance shares earned. (3) Reflects RSUs granted to our NEOs under our LTI program, pursuant to the terms of the Duke Energy Corporation 2023 Long-Term Incentive Plan. RSUs for Ms. Good, Mr. Savoy, and Mr. Ghartey-Tagoe were granted on February 22, 2024, and RSUs for Mr. Sideris and Ms. Janson were granted on March 11, 2024. RSUs granted for Ms. Good, Mr. Savoy, Ms. Janson, and Mr. Ghartey-Tagoe generally vest in equal portions on February 22, 2025, February 22, 2026, and February 22, 2027, provided the recipient continues to be employed by Duke Energy on each vesting date. RSUs granted for Mr. Sideris generally vest in equal portions on April 1, 2025, April 1, 2026, and April 1, 2027, provided he continues to be employed by Duke Energy on each vesting date. If dividends are paid during the vesting period, then the participants will receive a current cash payment equal to the amount of cash dividends paid on one share of Duke Energy common stock during the vesting period multiplied by the number of unvested RSUs. Reflects the grant date fair value of each RSU and performance share award (based on the probable outcome of the performance conditions as of the date of grant) granted to our NEOs in 2024, as computed in accordance with the accounting guidance for stock-based compensation.

  137. GRANTS OF PLAN-BASED AWARDS

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  138. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows the outstanding equity awards held by our NEOs as of December 31, 2024.

  139. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Stock Awards | | | | | Name | Grant Type | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Lynn J. Good | RSUs | 100,544 | 10,832,611 | | | | | Performance Shares (2023 – 2025) | | | 226,224 | 24,373,374 | | | Performance Shares (2024 – 2026) | | | 121,567 | 13,097,629 | | Brian D. Savoy | RSUs | 14,062 | 1,515,040 | | | | | Performance Shares (2023 – 2025) | | | 30,392 | 3,274,434 | | | Performance Shares (2024 – 2026) | | | 18,525 | 1,995,884 | | Harry K. Sideris | RSUs | 19,950 | 2,149,413 | | | | | Performance Shares (2023 – 2025) | | | 29,764 | 3,206,773 | | | Performance Shares (2024 – 2026) | | | 32,481 | 3,499,503 | | Julia S. Janson | RSUs | 18,591 | 2,002,994 | | | | | Performance Shares (2023 – 2025) | | | 40,234 | 4,334,811 | | | Performance Shares (2024 – 2026) | | | 23,934 | 2,578,649 | | Kodwo Ghartey-Tagoe | RSUs | 15,291 | 1,647,452 | | | | | Performance Shares (2023 – 2025) | | | 32,676 | 3,520,512 | | | Performance Shares (2024 – 2026) | | | 20,104 | 2,166,005 |

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Ms. Good, Mr. Savoy, and Mr. Ghartey-Tagoe received RSUs on February 23, 2022, February 22, 2023, and February 22, 2024, which vest, subject to certain exceptions, in equal installments on the first three anniversaries of the date of grant. Mr. Sideris and Ms. Janson received RSUs on February 23, 2022, February 22, 2023, and March 11, 2024. The RSUs granted to Mr. Sideris in 2022 and 2023 vest, subject to certain exceptions, in equal installments on the first three anniversaries of the date of grant, and the RSUs granted in 2024 vest in equal installments on April 1, 2025, April 1, 2026, and April 1, 2027. The RSUs granted to Ms. Janson in 2022 and 2023 vest, subject to certain exceptions, in equal installments on the first three anniversaries of the date of grant, and the RSUs granted in 2024 vest in equal installments on February 22, 2025, February 22, 2026, and February 22, 2027. (2) Market value is based on the closing price per share of our common stock on December 31, 2024, of $107.74. Ms. Good, Mr. Savoy, and Mr. Ghartey-Tagoe received performance shares on February 22, 2023, and on February 22, 2024, that, subject to certain exceptions, are eligible for vesting on December 31, 2025, and December 31, 2026, respectively. Mr. Sideris and Ms. Janson received performance shares on February 22, 2023, and on March 11, 2024, that, subject to certain exceptions, are eligible for vesting on December 31, 2025, and December 31, 2026, respectively. Pursuant to applicable SEC rules, the performance shares granted in 2023 are listed at the maximum number of shares and the performance shares granted in 2024 are listed at target.

  141. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  142. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  143. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Lynn J. Good | 185,274 | 20,846,093 | | Brian D. Savoy | 20,898 | 2,342,354 | | Harry K. Sideris | 20,812 | 2,333,488 | | Julia S. Janson | 30,527 | 3,418,342 | | Kodwo Ghartey-Tagoe | 23,702 | 2,653,921 |

  144. OPTION EXERCISES AND STOCK VESTED

    (1) Includes vested RSUs and performance shares covering the 2022 – 2024 performance period, for all NEOs. On February 7, 2025, the Compensation and People Development Committee approved the achievement of the applicable performance measures for the performance share cycle ending in 2024. (2) The value realized upon vesting of stock awards was calculated based on the closing price of a share of Duke Energy common stock on the respective vesting date and includes the following cash payments for dividend equivalents on earned performance shares: Ms. Good: $1,570,132; Mr. Savoy: $173,355; Mr. Sideris: $172,963; Ms. Janson: $251,753; and Mr. Ghartey-Tagoe: $195,420.

  145. PENSION BENEFITS

    PENSION BENEFITS

  146. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Lynn J. Good | RCBP | 21.67 | 647,346 | 0 | | | ECBP | 21.42 | 7,801,266 | 0 | | Brian D. Savoy | RCBP | 23.48 | 541,722 | 0 | | | ECBP | 23.23 | 236,400 | 0 | | Harry K. Sideris | RCBP | 28.81 | 546,850 | 0 | | | ECBP | 28.56 | 157,608 | 0 | | Julia S. Janson | RCBP | 37.00 | 1,569,693 | 0 | | | ECBP | 36.75 | 3,686,917 | 0 | | Kodwo Ghartey-Tagoe | RCBP | 22.58 | 715,054 | 0 | | | ECBP | 22.33 | 451,640 | 0 |

  147. PENSION BENEFITS

    Duke Energy provides pension benefits that are intended to assist our retirees with their retirement income needs. A more detailed description of the plans that comprise Duke Energy’s pension program follows.

  148. Duke Energy Retirement Cash Balance Plan

    Energy Retirement Cash Balance Plan Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe actively participate in the RCBP, which is a noncontributory, defined benefit retirement plan that is intended to satisfy the requirements for qualification under Section 401(a) of the Internal Revenue Code. The RCBP generally covers employees of Duke Energy and affiliates employed or re-employed before January 1, 2014. The RCBP currently provides benefits under a “cash balance account” formula. Certain prior plan formulas are described below. Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe have satisfied the eligibility requirements to receive his or her RCBP account benefit upon termination of employment. The RCBP benefit is payable in the form of a lump sum in the amount credited to a hypothetical account at the time of benefit commencement. Payment is also available in annuity forms based on the actuarial equivalent of the account balance. The amount credited to the hypothetical account is increased with monthly pay credits equal to: (i) for participants with combined age and service of less than 35 points, 4% of eligible monthly compensation; (ii) for participants with combined age and service of 35 to 49 points, 5% of eligible monthly compensation; (iii) for participants with combined age and service of 50 to 64 points, 6% of eligible monthly compensation; and (iv) for participants with combined age and service of 65 or more points, 7% of eligible monthly compensation. If the participant earns more than the Social Security wage base, the account is credited with additional pay credits equal to 4% of eligible compensation above the Social Security wage base. Interest credits generally are credited monthly. For Ms. Good, Mr. Savoy, Ms. Janson, and Mr. Ghartey-Tagoe, the interest crediting rate for benefits accrued after 2012 is based on a fixed annual interest factor of 4% and for benefits accrued before 2013, it is based |

  149. Duke Energy Retirement Cash Balance Plan

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  150. Duke Energy Retirement Cash Balance Plan

    rally on the annual yield on the 30-year Treasury rate (determined quarterly), subject to a minimum of 4% and a maximum of 9%. For Mr. Sideris, the interest crediting rate is based on a fixed annual interest factor of 4%. For the RCBP, eligible monthly compensation is equal to Form W-2 wages, plus elective deferrals under a 401(k), cafeteria, or 132(f) transportation plan, and deferrals under the Executive Savings Plan. Compensation does not include severance pay, payment for unused vacation (including banked vacation and banked time), expense reimbursements, allowances, cash or noncash fringe benefits, moving expenses, bonuses for performance periods in excess of one year, transition pay, LTI compensation (including income resulting from any stock-based awards, such as stock options, stock appreciation rights, RSUs, or restricted stock), military leave of absence pay (including differential wage payments), and other compensation items to the extent described as not included for purposes of benefit plans or the RCBP. The benefit under the RCBP is limited by maximum benefits and compensation limits under the Internal Revenue Code. Effective at the end of 2012, the Cinergy Plan was merged into the RCBP. The balances that Ms. Good and Ms. Janson had under the Cinergy Plan’s “cash balance account” formula at the end of 2012 were credited to their hypothetical accounts under the RCBP. Prior to 2011, the Cinergy Plan also provided benefits under the Traditional Program formula, which provides benefits based on service and FAP (as defined below). Pursuant to a choice program offered to all non-union participants in the Traditional Program formula in 2006, Ms. Janson elected to participate in the Cinergy Plan’s cash balance account formula. Her accrued benefit under the Traditional Program, which is based on service through April 1, 2007, and on pay through December 31, 2016, (with banked vacation taken into account at December 31, 2016) was retained in the plan as well. Ms. Good has always participated in the Cinergy Plan’s cash balance account formula. Under the Traditional Program, in which Ms. Janson participated prior to April 1, 2007, and which was frozen as of December 31, 2016, each participant earns a benefit under a final average pay formula, which calculates pension benefits based on a participant’s “highest average earnings” and years of plan participation. The Traditional Program benefit is payable following normal retirement at age 65, following early retirement at or after age 50 with three or more years of service (with reduction in the life annuity for commencement before age 62 in accordance with prescribed factors) and at or after age 55 with combined age and service of 85 points (with no reduction in the life annuity for commencement before normal retirement age). Ms. Janson is eligible for an early retirement benefit, the amount of which would not be reduced for early commencement. Payments to Ms. Janson are available in a variety of annuity forms and in the form of a lump sum that is the actuarial equivalent of the benefit payable to her under the Traditional Program. The Traditional Program benefit formula is the sum of (a), (b), and (c), where (a) is 1.1% of FAP times years of participation (up to a maximum of 35 years); (b) is 0.5% times FAP in excess of monthly Social Security covered compensation times years of participation (up to a maximum of 35 years); and (c) is 1.55% of FAP times years of participation in excess of 35. The benefit under the Traditional Program will not be less than the minimum formula, which is the sum of (x) and (y), where (x) is the lesser of (i) 1.12% of FAP times years of participation (up to a maximum of 35 years) plus 0.5% times FAP in excess of monthly Social Security covered compensation times years of participation (up to a maximum of 35 years), or (ii) 1.163% of FAP times years of participation (up to a maximum of 35 years); and (y) is 1.492% of FAP times years of participation over 35 years. Social Security covered compensation is the average of the Social Security wage bases during the 35 calendar years ending in the year the participant reaches Social Security retirement age. Under the Traditional Program, as part of the administrative record keeping process established in 1998, creditable service for Ms. Janson and similarly situated employees was established from the beginning of the year of hire. The number of actual years of service by Ms. Janson with us or an affiliated company, established from the beginning of the year of hire, is the same as the number of credited years of service under the RCBP (and the ECBP), and, therefore, no benefit augmentation resulted under the RCBP (and the ECBP) to Ms. Janson as a result of any difference in the number of years of actual and credited service. Ms. Janson’s years of participation under the Traditional Program are frozen as of April 1, 2007. FAP is the average of the participant’s total pay during the three consecutive years of highest pay from the last ten years of participation at December 31, 2016, (including banked vacation taken into account at December 31, 2016, determined by multiplying the participant’s weeks of unused banked vacation as of December 31, 2016, by the participant’s rate of pay as of December 31, 2016). This is determined, at December 31, 2016, using the three consecutive calendar years or last 36 months of participation that yield the highest FAP. Ms. Janson’s FAP under the Traditional Program is frozen as of December 31, 2016. Total pay under the Traditional Program includes base salary or wages, overtime pay, shift premiums, work schedule recognition pay, holiday premiums, retirement bank vacation pay, performance lump-sum pay, annual cash incentive plan awards, and annual performance cash awards. Total pay does not include reimbursements or other expense allowances, imputed income, fringe benefits, moving and relocation expenses, deferred compensation, welfare benefits, long-term performance awards, and executive individual incentive awards. The benefit under the Traditional Program is limited by maximum benefits and compensation limits under the Internal Revenue Code. |

  151. Duke Energy Retirement Cash Balance Plan

    DUKE ENERGY 2025 PROXY STATEMENT | BUILDING A SMARTER ENERGY FUTURE® | Du

  152. Duke Energy Corporation Executive Cash Balance Plan

    Energy Corporation Executive Cash Balance Plan Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe previously earned pay credits under the ECBP, which is a noncontributory, defined benefit retirement plan that is not intended to satisfy the requirements for qualification under Section 401(a) of the Internal Revenue Code. Effective September 30, 2020, the ECBP was frozen with respect to future pay credits, but interest credits continue to be credited on ECBP account balances after September 30, 2020. Prior to this freeze in future benefits, the ECBP generally provided benefits to all employees who participated in the RCBP and whose compensation exceeded the limits under the Internal Revenue Code, including the NEOs listed above. Effective October 1, 2020, each employee who was eligible to earn a benefit under the ECBP as in effect immediately prior to October 1, 2020, became eligible to earn a corresponding benefit under the Executive Savings Plan. Prior to the freeze, benefits earned under the ECBP were attributable to (i) compensation in excess of the annual compensation limit under the Internal Revenue Code that applies to the determination of pay credits under the RCBP; (ii) restoration of benefits in excess of a defined benefit plan maximum annual benefit limit under the Internal Revenue Code that applies to the RCBP; and (iii) supplemental benefits granted to a particular participant. Generally, benefits earned under the RCBP and the ECBP vest upon completion of three years of service, and, with certain exceptions, vested benefits generally become payable upon termination of employment with Duke Energy. Amounts were credited to a hypothetical account established for Ms. Good under the ECBP pursuant to an amendment that was negotiated in connection with the merger of Cinergy Corp. and Duke Energy. Ms. Good was not eligible to earn any additional benefits under any nonqualified defined benefit plan (other than future interest credits under the ECBP) until she reached age 62 while still employed with Duke Energy. Upon reaching this threshold in April 2021, Ms. Good became eligible to receive monthly Company cash balance contributions under the Executive Savings Plan (rather than under the ECBP, which was frozen in 2020 as previously described). Pr

  153. Present Value Assumptions

    ent Value Assumptions Because the pension amounts shown in the Pension Benefits Table on page 67 of this proxy statement are the present values of current accrued retirement benefits, numerous assumptions must be applied. The values are based on the same assumptions as used in our 2024 Form 10-K, except as required by applicable SEC rules. Such assumptions include a 5.70% discount rate and an interest crediting rate of 4.78% for benefits accrued before 2013 and 4.00% for benefits accrued after 2012 for Ms. Good, Mr. Savoy, Ms. Janson, and Mr. Ghartey-Tagoe and an interest crediting rate of 4.00% for Mr. Sideris. The assumed form of payment for the RCBP is that a lump sum will be elected 86% of the time and an annuity (i.e., single life annuity, if single, and 100% joint and survivor annuity, if married) will be elected 14% of the time, and the assumed form of payment under the ECBP is a lump sum. The post-retirement mortality assumption is consistent with that used in our 2024 Form 10-K. Benefits are assumed to commence at age 55 for Ms. Janson, age 62 for Ms. Good, and at age 65 for Mr. Savoy, Mr. Sideris, and Mr. Ghartey-Tagoe, or the NEO’s current age (if later), and each NEO is assumed to remain employed until that age. NO

  154. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  155. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Lynn J. Good | 234,000 | 491,991 | 682,243 | 0 | 8,668,655 | | Executive Savings Plan | | | | | | | Brian D. Savoy | 52,366 | 131,061 | 133,710 | 0 | 1,486,558 | | Executive Savings Plan | | | | | | | Harry K. Sideris | 848,653 | 159,731 | 680,270 | 0 | 4,430,402 | | Executive Savings Plan | | | | | | | Julia S. Janson | 169,611 | 181,226 | 600,273 | 0 | 4,505,990 | | Executive Savings Plan | | | | | | | Kodwo Ghartey-Tagoe | 80,640 | 146,614 | 328,303 | 0 | 2,023,083 | | Executive Savings Plan | | | | | |

  156. NONQUALIFIED DEFERRED COMPENSATION

    Includes $90,000; $13,781; $292,042; $88,339; and $44,800 of salary deferrals credited to the plan in 2024 on behalf of Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe, respectively, which are included in the salary column of the Summary Compensation Table on page 63 of this proxy statement. Includes $144,000; $38,585; $556,611; $81,272; and $35,840 of STI deferrals earned in 2024 and credited to the plan in 2025 on behalf of Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe, respectively, which are included in the Non-Equity Incentive Compensation Plan column of the Summary Compensation Table on page 63 of this proxy statement.

  157. NONQUALIFIED DEFERRED COMPENSATION

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  158. NONQUALIFIED DEFERRED COMPENSATION

    Includes $173,644; $46,079; $62,104; $63,962; and $51,746 of make-whole matching contribution credits made under the Executive Savings Plan on behalf of Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe, respectively, as well as $318,347; $84,982; $97,627; $117,264; and $94,868 of make-whole cash balance contribution credits on behalf of Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe, respectively, all of which are included in the All Other Compensation column of the Summary Compensation Table on page 63 of this proxy statement. (3) The aggregate balance as of December 31, 2024, for each NEO except Mr. Sideris includes the following aggregate amount of prior deferrals of base salary and STI, as well as employer make-whole contributions, that were previously earned and reported as compensation on the Summary Compensation Table for the years 2008 through 2023: (i) Ms. Good – $5,746,494; (ii) Mr. Savoy – $385,651; (iii) Ms. Janson – $1,713,545; and (iv) Mr. Ghartey-Tagoe – $655,519. These amounts have since been adjusted, pursuant to the terms of the Executive Savings Plan for investment performance (i.e., earnings and losses), deferrals, contributions, and distributions. The aggregate balance as of December 31, 2024, also includes amounts earned in 2024 but credited to the plan in 2025, including the amounts described in footnotes 1 and 2.

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – SEVERANCE PROTECTION

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – SEVERANCE PROTECTION Under certain circumstances, each NEO would be entitled to compensation in the event his or her employment terminates or upon a change in control. The amount of the compensation is contingent upon a variety of factors, including the circumstances under which he or she terminates employment. The relevant agreements that each NEO has entered into with Duke Energy are described below, followed by a table on page 74 of this proxy statement that quantifies the amount that would become payable to each NEO as a result of his or her termination of employment. The amounts shown assume that such termination was effective as of December 31, 2024, and are merely estimates of the amounts that would be paid to our NEOs upon their termination. The actual amounts to be paid can only be determined at the time of such NEO’s termination of employment. The table shown on page 74 of this proxy statement does not include certain amounts that have been earned and that are payable without regard to the NEO’s termination of employment. Such amounts, however, are described immediately following the table. Under each of the compensation arrangements described below for Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe, change in control generally means the occurrence of one of the following: (i) the date any person or group becomes the beneficial owner of 30% or more of the combined voting power of Duke Energy’s then outstanding securities; (ii) during any period of two consecutive years, the directors serving at the beginning of such period or who are elected thereafter with the support of not less than two-thirds of those directors cease for any reason other than death, disability, or retirement to constitute at least a majority thereof; (iii) the consummation of a merger, consolidation, reorganization, or similar corporate transaction, which has been approved by the shareholders of Duke Energy, regardless of whether Duke Energy is the surviving company, unless Duke Energy’s outstanding voting securities immediately prior to the transaction continue to represent at least 50% of the combined voting power of the outstanding voting securities of the surviving entity immediately after the transaction; (iv) the consummation of a sale of all or substantially all of the assets of Duke Energy or a complete liquidation or dissolution, which has been approved by the shareholders of Duke Energy; or (v) under certain arrangements, the date of any other event that the Board determines should constitute a change in control.

  160. Equity Awards – Consequences of Termination of Employment

    ty Awards – Consequences of Termination of Employment Each year Duke Energy grants long-term incentives to our executive officers, and the terms of these awards vary somewhat from year to year. The following table summarizes the consequences under Duke Energy’s LTI award agreements granted prior to 2025, without giving effect to Ms. Good’s employment agreement, the Change in Control Agreements or the Executive Severance Plan, that would generally occur with respect to outstanding equity awards in the event of the termination of employment of Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe. |

  161. Equity Awards – Consequences of Termination of Employment

    ard Type | Event | Consequences | | RSUs | Retirement* | Unvested RSUs prorated and vest | | | Voluntary termination** | Unvested RSUs are forfeited | | | Death or disability | Unvested RSUs immediately vest | | | Change in control | No impact absent termination of employment; immediate vesting of unvested RSUs if involuntarily terminated after a change in control | | Performance Share Awards | Retirement* Death & Disability | Prorated portion vests based on actual performance | | | Voluntary termination** | Award is forfeited | | | Change in Control | No impact absent termination of employment; prorated portion vests based on actual performance if involuntarily terminated after a change in control | *

  162. Equity Awards – Consequences of Termination of Employment

    ge 55 with at least 10 years of service. In the event a member of the Senior Management Committee (including the NEOs) retires on or after age 60 with at least five years of service (a) following the completion of one year of service after the date of grant, RSUs continue to vest (without proration) and (b) following the completion of at least one year of the performance cycle, performance shares continue to vest (without proration) based on actual performance. In the event a member of the Senior Management Committee (including the NEOs) dies on or after attaining age 60 with at least five years of service and following the completion of at least one year of the performance cycle, performance shares continue to vest (without proration) based on actual performance. Not retirement eligible |

  163. Equity Awards – Consequences of Termination of Employment

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  164. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

    POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

  165. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

    | Name and Triggering Event | Cash Severance Payment ($)(1) | Incremental Retirement Plan Benefit ($)(2) | Welfare and Other Benefits ($)(3) | Stock Awards ($) | | Lynn J. Good(5) | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 35,104,891 | | • Involuntary or good reason termination under Employment Agreement | 13,455,000 | 0 | 66,291 | 39,202,047 | | • Involuntary or good reason termination after a change in control | 13,455,000 | 2,265,618 | 66,291 | 37,958,178 | | • Death or Disability(4) | 0 | 0 | 0 | 39,043,796 | | Brian D. Savoy | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 0 | | • Involuntary or good reason termination under Executive Severance Plan | 2,786,451 | 0 | 41,900 | 5,549,896 | | • Involuntary or good reason termination after a change in control | 2,786,451 | 459,409 | 48,212 | 5,408,152 | | • Death or Disability(4) | 0 | 0 | 0 | 3,476,790 | | Harry K. Sideris | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 0 | | • Involuntary or good reason termination under Executive Severance Plan | 3,870,000 | 0 | 42,554 | 7,753,228 | | • Involuntary or good reason termination after a change in control | 3,870,000 | 643,612 | 48,866 | 7,592,313 | | • Death or Disability(4) | 0 | 0 | 0 | 4,646,581 | | Julia S. Janson | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 6,508,514 | | • Involuntary or good reason termination under Executive Severance Plan | 3,870,000 | 0 | 38,978 | 7,273,767 | | • Involuntary or good reason termination after a change in control | 3,870,000 | 643,612 | 44,020 | 7,089,989 | | • Death or Disability(4) | 0 | 0 | 0 | 7,298,556 | | Kodwo Ghartey-Tagoe | | | | | | • Voluntary termination without good reason | 0 | 0 | 0 | 5,375,502 | | • Involuntary or good reason termination under Executive Severance Plan | 3,024,000 | 0 | 38,516 | 6,007,834 | | • Involuntary or good reason termination after a change in control | 3,024,000 | 499,792 | 43,558 | 5,854,474 | | • Death or Disability(4) | 0 | 0 | 0 | 6,028,333 |

  166. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

    (1) The amounts listed under Cash Severance Payment are payable under (i) the terms of Ms. Good’s employment agreement; (ii) the Change in Control Agreements of Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe; or (iii) the Executive Severance Plan. (2) The amounts listed under Incremental Retirement Plan Benefit are payable under the terms of Ms. Good’s employment agreement and the Change in Control Agreements of Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe. They represent the additional amount that would have been contributed to the RCBP, Retirement Savings Plan, and the Executive Savings Plan in the event the NEO had continued to be employed by Duke Energy for (i) 2.99 years for Ms. Good or (ii) two additional years after the actual date of termination for the other NEOs. (3) The amounts listed under Welfare and Other Benefits include the amount that would be paid to each NEO in lieu of providing continued welfare benefits and basic life coverage. This continued coverage represents (i) 2.99 years for Ms. Good or (ii) two years for the other NEOs. In addition to the amounts shown above, access to outplacement services for a period of up to one year after termination will be provided to Ms. Good if terminating under her employment agreement or to any NEO terminating under the Executive Severance Plan. (4) In the event of a termination of employment due to long-term disability, because the payment of RSUs would be delayed for an additional six months as required by applicable tax rules, additional dividend equivalent payments would be made in the amount of $158,251; $22,494; $32,768; $29,577; and $24,421 for Ms. Good, Mr. Savoy, Mr. Sideris, Ms. Janson, and Mr. Ghartey-Tagoe, respectively. As previously announced, Ms. Good retired from the Company effective April 1, 2025. Ms. Good did not receive any severance benefits under her Employment Agreement in connection with her retirement.

  167. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL – SEVERANCE PROTECTION*

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  168. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the 2024 annual total compensation of Lynn Good, our CEO, to the annual total compensation of our median employee. We estimated the median of the 2024 annual total compensation of our employees, excluding our CEO, to be $129,126. The annual total compensation of our CEO, as calculated for the Summary Compensation Table, was $21,276,982. The ratio of the annual total compensation of our CEO to the estimated median of the annual total compensation of our employees was 165 to 1. To identify the median employee, we reviewed our employee population as of October 31, 2022. We used wages reported in Box 1 of IRS Form W-2 during the ten-month period ending on October 31, 2022, as a consistently applied compensation measure. We did not annualize the wages or make cost of living adjustments. Based on this methodology, we identified a group of employees whose compensation was at the median of the employee data. From this group, we selected an individual who we reasonably believed represented our median employee. As permitted under SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once every three years, provided that there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the 2024 pay ratio disclosure. In accordance with SEC rules, we determined that there were no changes to the employee population or compensation arrangements in 2024 that would be significant to the pay ratio calculation. We calculated the annual total compensation for the 2024 median employee using the rules applicable to the Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column for 2024 in the Summary Compensation Table on page 63 of this proxy statement. The pay ratio rules provide companies with flexibility to select the methodology and assumptions used to identify the median employee, calculate the median employee’s compensation, and estimate the pay ratio. As a result, our methodology may differ from those used by other companies, which likely will make it very difficult to compare pay ratios with other companies, including those within our industry.

  169. Chief Executive Officer Pay Ratio

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  170. Pay Versus Performance

    Pay Versus Performance The information provided below is mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, which require that we, among other things, report the amount of “compensation actually paid” to our named executive officers. These amounts are calculated in accordance with applicable SEC rules, and do not reflect the actual amount of compensation earned by or paid to our named executive officers during each applicable year.

  171. The guiding principles of our compensation philosophy are that pay should be linked to performance and that the

    | 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 |