Annette K. Clayton
Duke EnergyAbout Annette K. Clayton
Independent director at Duke Energy since 2019; age 61. Former Chairwoman and CEO, Schneider Electric North America, with prior senior roles at Schneider (CEO and President North America; Chief Supply Chain Officer), Dell (VP Global Supply Chain Operations; VP Americas Operations), and General Motors (President, Saturn; Corporate VP Global Quality). Currently serves on the Audit Committee and the Finance & Risk Management Committee at Duke. Core credentials include audit/finance literacy (designated Audit Committee Financial Expert), cybersecurity/technology, ESG, human capital, and regulated-industry experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schneider Electric North America | Chairwoman | Apr 2023 – Apr 2024 | Oversaw strategic direction and financial accountability in largest operating region; exposure to U.S. government cybersecurity work and sustainability initiatives |
| Schneider Electric North America | CEO | Apr 2022 – Apr 2023 | Customer service oversight (call centers); cyber/technology governance; ESG practices |
| Schneider Electric North America | CEO & President | Jun 2016 – Apr 2022 | Human capital, succession planning, workforce development |
| Schneider Electric | Chief Supply Chain Officer | May 2011 – Jan 2019 | Global supply chain leadership |
| Dell, Inc. | VP Global Supply Chain Ops; VP Americas Ops | Prior to 2011 (dates not specified) | Large-scale operations and supply chain |
| General Motors | President, Saturn; Corporate VP Global Quality; Strategy Board member | Prior to Dell (dates not specified) | Operational and quality leadership; strategy board experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Nordson Corporation | Director | Current public company directorship |
| NXP Semiconductors N.V. | Director | Current public company directorship |
| Oshkosh Corporation | Director | Current public company directorship |
| Polaris Inc. | Director | Former public company board (served ~18 years until 2021) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board determined all non-employee nominees are independent under NYSE/SEC standards |
| Current Committees | Audit; Finance & Risk Management |
| Committee Chair Roles | None (member on both) |
| Audit Committee Expertise | Designated by Board as an “Audit Committee Financial Expert” (Item 407(d)(5)(ii) Reg S-K) |
| Committee Meeting Cadence (2024) | Audit: 8 meetings; Finance & Risk Management: 4 meetings |
| Committee Reassignments (May 9, 2024) | Joined Finance & Risk Management; transitioned off Operations & Nuclear Oversight |
| Board Attendance | Board met 7 times in 2024 and 2 times in 2025 YTD; ~99% overall director attendance; all directors >75%; 5 executive sessions of independent directors in 2024 |
| Hedging/Pledging Policy | Company prohibits hedging and pledging of Duke Energy securities |
| Overboarding Policy | Max four other public boards without prior Board approval; all directors in compliance |
Fixed Compensation (Director Pay – 2024)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $135,000 |
| Stock Awards (Grant-Date Fair Value) | $175,000 |
| All Other Compensation (detail below) | $6,256 |
| Total 2024 Compensation | $316,256 |
Details of All Other Compensation (2024):
- Business Travel Accident Insurance: $256
- Charitable Contributions: $6,000
- Other (aircraft/tickets): $0
Program structure and elections:
- Annual stock retainer delivered in fully vested shares under 2023 LTIP; 2024 grant = 1,699 shares in May 2024
- Deferred compensation: may defer cash and/or stock into Directors’ Savings Plan; Ms. Clayton elected to defer 2024 cash compensation and deferred her 2024–2025 stock retainer
- Director stock ownership guideline: ≥5x annual cash retainer ($625,000) or retain 50% of vested annual equity retainer; all directors in compliance as of Dec 31, 2024
Performance Compensation
Directors do not receive performance-based incentives at Duke; equity is an annual fully vested stock retainer.
| Equity Element | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual Stock Retainer | May 2024 | 1,699 shares; $175,000 fair value | Fully vested on grant | Ms. Clayton elected to defer this stock retainer |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Nordson; NXP Semiconductors N.V.; Oshkosh |
| Interlocks/Conflicts disclosed | None disclosed; Corporate Governance Committee reviews independence and related person transactions annually |
| Related person transactions | None requiring approval or SEC disclosure since Jan 1, 2024 |
| Overboarding check | 3 external public boards vs. policy cap of 4 – within limit |
Expertise & Qualifications
- Senior P&L leadership and financial accountability at Schneider North America; cybersecurity/technology exposure via U.S. government work; ESG and sustainability oversight; human capital/succession planning expertise; “new energy landscape” policy experience; customer service operations oversight. These skills align with Duke’s strategy in regulated utility transformation.
- Audit Committee Financial Expert – enhances board oversight of financial reporting, internal controls, and cybersecurity/technology risks.
Equity Ownership
| Measure | Value |
|---|---|
| Total Shares Beneficially Owned (as of Mar 3, 2025) | 18,410 |
| Right to Acquire within 60 Days (as of Mar 3, 2025) | 11,954 |
| Implied Currently Held (Beneficial minus Right to Acquire) | ≈6,456 (18,410 − 11,954) |
| Ownership as % of Outstanding | <1% (Company table footnote) |
| Shares Outstanding (for context) | 777,021,683 (as of Mar 3, 2025) |
| Stock Ownership Guideline Compliance | All directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by policy |
| Deferral Elections | Deferred 2024 cash pay and 2024–2025 stock retainer into Directors’ Savings Plan |
Governance Assessment
-
Strengths
- Deep operational, supply chain, and technology/cyber experience from Schneider/Dell/GM matched to Duke’s risk profile; adds ESG and human capital strength to board skill mix.
- Serves on Audit and Finance & Risk Management—two high-impact oversight committees; designated Audit Committee Financial Expert.
- Strong alignment signals: substantial equity retainer; elected to defer both cash and equity; board prohibits hedging/pledging; directors comply with ownership guidelines.
- Board process quality: annual third-party board/committee assessments; executive sessions; ~99% overall director attendance in 2024.
-
Potential watch items
- Multiple external public boards (three) raise time-commitment considerations; however, within Duke’s overboarding policy (cap at four) and no attendance concerns disclosed.
- Committee rotation in May 2024 moved her off Operations & Nuclear Oversight and onto Finance; continued monitoring of workload across Audit/Finance advisable given cybersecurity and financial oversight demands.
-
Conflicts/Related-party
- No related person transactions requiring disclosure since Jan 1, 2024; independence affirmed under NYSE/SEC standards.