Barbara Duganier
Director at CNP
Board
About Barbara J. Duganier
Independent director since April 2024; age 66. Former Accenture Managing Director and Global Chief Strategy Officer for the Outsourcing business; ex-Global CFO of Andersen Worldwide; licensed CPA (Texas). Serves as Audit Committee Chair and Governance Committee member; designated by the Board as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Managing Director; Global Chief Strategy Officer, Outsourcing; Global Growth & Offering Development Lead (BPO) | 2004–2013 | Led strategy and growth for outsourcing/BPO; strategic planning expertise relevant to utility capital plans . |
| Duke Energy North America | Independent Consultant, Finance Transformation Program | 2002–2003 | Energy finance transformation experience . |
| Arthur Andersen LLP / Andersen Worldwide | Equity Partner; Global CFO | 1979–2002 | Deep finance, accounting, internal controls leadership; audit and financial reporting expertise . |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Texas Pacific Land Corporation | Director | 2021–Present | U.S. public company . |
| Arcadis N.V. | Director | 2023–Present | Foreign public company (Euronext) . |
| McDermott International | Director | 2020–Present | Other (private/industrial) . |
| Pattern Energy | Director | 2021–Present | Other (energy infrastructure) . |
| West Monroe Partners | Director | 2018–2021 | Other (consulting) . |
| John Carroll University | Trustee | 2019–Present | Non-profit/academic . |
| NACD Texas Tri-Cities Chapter | Director | 2015–2024 | Governance community leadership . |
| Noble Energy, Inc. | Director | 2018–2020 | Prior U.S. public company . |
| Buckeye Partners, L.P. | Director | 2013–2019 | Prior U.S. public company (MLP) . |
| HCC Insurance | Director | 2015 | Prior U.S. public company . |
| MRC Global Inc. | Director | 2015–2024 | Prior U.S. public company . |
Board Governance
- Committee assignments: Audit (Chair) and Governance; Audit chair effective April 26, 2024; Audit responsibilities include oversight of financial reporting, ERM, AI/cybersecurity, and internal controls; designated “financial expert” by the Board .
- Independence: Board determined she is independent under NYSE standards and company categorical standards .
- Attendance and engagement: In 2024, Board met 13 times and committees met 26 times; each incumbent director attended more than 75% of Board and committee meetings; Audit Committee held 8 meetings; Governance held 11; no Board meeting fees are paid (underscoring structured engagement rather than fee-based participation) .
- Board structure: Independent Chair model; robust annual Board and committee assessments with third‑party facilitation in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees earned/paid | 98,791 | Partial-year service; includes annual director retainer and Audit Chair supplemental retainer . |
| Annual equity grant (Stock Award) | 170,000 | Granted May 1, 2024; 5,798 shares at $29.32; immediately vested under Outside Directors Stock Plan . |
| Matching contributions (Easy Match Program) | 25,000 | Company matches qualifying charitable contributions up to $50,000/year . |
| Total (2024) | 293,791 | Sum of components in Director Compensation Table . |
Program features:
- Standard annual cash retainer $125,000; Audit Chair supplemental retainer $20,000; no meeting fees .
- Stock ownership guideline: value ≥5x annual cash retainer, to be achieved within 5 years of joining the Board .
- Deferred compensation plan frozen since Jan 1, 2023; interest accrues per plan terms; no deferred earnings reported for Duganier in 2024 .
Performance Compensation
| Equity Component | Vesting/Conditions | Performance Metrics Disclosed | 2024 Detail |
|---|---|---|---|
| Outside Director Stock Award | Immediately vested upon grant; value-based shares | None (director equity is not performance-based) | 5,798 shares granted May 1, 2024; $170,000 grant-date value . |
- Directors at CNP do not receive options, bonuses, or performance-conditioned equity; annual equity awards are fully vested at grant and structured as value-based shares under the Outside Directors Stock Plan .
Other Directorships & Interlocks
| Potential Interlock/Counterparty | Exposure to CNP | Governance Note |
|---|---|---|
| Texas Pacific Land Corporation; Arcadis N.V.; McDermott; Pattern Energy; West Monroe Partners | No related-party transactions disclosed for 2024 involving directors; Board reaffirmed independence after reviewing directors’ business/personal activities . |
- RED FLAG screen: No related‑party transactions required to be reported in 2024; independent status affirmed by Board after review .
Expertise & Qualifications
- Finance and accounting: Extensive audit committee leadership; CPA; prior Global CFO; Board-designated financial expert .
- Strategic planning: Accenture senior leadership across outsourcing/BPO strategy .
- Cybersecurity oversight: CERT certificate; experience overseeing cyber risks on boards .
- Education and certifications: B.B.A. (John Carroll University); NACD Directorship Certified; CERT Cybersecurity Oversight; NACD Master Class on Cyber Risk .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Barbara J. Duganier | 5,798 | <1% | Reflects May 1, 2024 director stock award; directors must reach ≥5x retainer ownership within 5 years . |
Policy alignment:
- Anti-hedging and anti-pledging: Insider Trading Policy prohibits hedging and pledging of company securities; no waivers granted in 2024 .
Governance Assessment
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Strengths:
- Audit Committee leadership with SEC “financial expert” designation; remit explicitly covers cybersecurity, AI-related risks, ERM, and sustainability disclosures within the financial reporting framework—supports investor confidence in controls and risk oversight .
- Clear independence determination; no related‑party transactions reported in 2024; strong insider trading controls (anti-hedging/pledging) and no ethics code waivers for directors in 2024 .
- Engagement and attendance: Board and committees met frequently; each incumbent director exceeded 75% attendance; structured shareholder outreach with 93.4% say‑on‑pay support in 2024—indicates constructive governance environment .
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Watch items / potential risks:
- Multiple external board commitments (current public boards: Texas Pacific Land Corporation, Arcadis N.V., plus other organizations). While independence was affirmed and no conflicts disclosed, monitor workload/overboarding risk as Audit Chair at CNP during periods of heightened regulatory/cyber scrutiny .
- Director equity is immediately vested and not performance‑conditioned. While common for utilities, investors may prefer stronger long‑term alignment via deferred or holding requirements—CNP mitigates with robust ownership guideline (5x retainer) .
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Overall: Duganier’s finance/audit depth and cyber oversight experience, paired with independent status and strong attendance, bolster Board effectiveness. Absence of related‑party exposures and rigorous policies (clawback for executives; anti‑hedging/pledging for all) reduce governance red‑flag risk; continued monitoring of external commitments and ownership guideline progress is advised .