Caroline Dorsa
Duke EnergyAbout Caroline Dorsa
Caroline Dorsa (age 65) is an independent director of Duke Energy Corporation, serving since 2021. She is designated by the Board as an Audit Committee Financial Expert and currently serves on the Audit Committee and the Operations and Nuclear Oversight Committee (she transitioned off the Compensation and People Development Committee effective May 9, 2024). Dorsa is the retired Executive Vice President and CFO of Public Service Enterprise Group (PSEG), and previously held senior management roles at Merck, Gilead Sciences, and Avaya .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Service Enterprise Group (PSEG) | Executive Vice President & CFO | Apr 2009 – Oct 2015 | Led finance; direct responsibility for IT and business development; deep regulatory, cybersecurity, and technology oversight |
| Public Service Enterprise Group (PSEG) | Director (Board) | Feb 2003 – Apr 2009 | Board governance exposure at diversified energy company |
| Merck; Gilead Sciences; Avaya | Senior management positions | Not disclosed (prior to 2009) | Finance, operations, technology leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Biogen Inc. | Director | Current | Not disclosed |
| Illumina, Inc. | Director | Current | Not disclosed |
| Goldman Sachs Asset Management ETF & Closed-End Funds | Trustee | Prior service (dates not disclosed) | Not disclosed |
| Intellia Therapeutics, Inc. | Trustee | Prior service (dates not disclosed) | Not disclosed |
Board Governance
- Independence: The Board determined Dorsa (and all non-employee directors) is independent under NYSE and SEC rules; Board committees are 100% independent .
- Committee assignments: Audit; Operations and Nuclear Oversight; transitioned off Compensation and People Development effective May 9, 2024 .
- Attendance and engagement: The Board met 7 times in 2024 (twice in 2025 to date); overall director attendance ~99%, all directors >75%, and all directors attended the 2024 Annual Meeting; five independent executive sessions were held in 2024 .
- Audit Committee workload: 8 meetings in 2024; cybersecurity oversight briefings at each regular meeting (four updates in 2024) .
- Operations and Nuclear Oversight Committee workload: 4 meetings in 2024; oversight of nuclear safety/performance, environmental, health and safety, and nuclear cybersecurity .
- Overboarding policy: Maximum of four other public company boards without prior approval; all directors compliant (Dorsa sits on two) .
- Succession and leadership: Board separated Chair/CEO roles effective April 1, 2025; robust succession planning and governance processes .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Fees | $125,000 | Standard director cash retainer |
| Annual Stock Retainer (grant date fair value) | $175,000 | Granted as fully vested shares under the 2023 LTIP |
| Shares Granted (May 2024) | 1,699 shares | Annual stock retainer delivered in shares |
| All Other Compensation | $3,256 | Includes $256 travel accident insurance and $3,000 charitable match; no other perqs |
| Total 2024 Director Compensation | $303,256 | Cash + equity + other |
Additional program features:
- Deferrals: Dorsa did not elect to defer 2024 cash or stock retainers (not listed among deferrers) .
- Stock ownership guideline: Minimum holding = 5x annual cash retainer ($625,000); all directors in compliance as of Dec 31, 2024 .
- No meeting fees disclosed; compensation reviewed annually by the Compensation & People Development Committee with FW Cook advice .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-based director pay (bonus/PSUs/options) | None | Directors receive cash retainers and fully vested shares; no performance-linked director incentives or option awards |
Policies impacting incentives and alignment:
- Clawback: Company policy to claw back certain compensation .
- Hedging/Pledging: Strict prohibition for directors, officers, employees, and related persons (no margin accounts; no pledging) .
Other Directorships & Interlocks
| Company | Industry Relationship to DUK | Potential Interlock/Conflict |
|---|---|---|
| Biogen Inc. | Biopharma; no apparent direct commercial relationship with regulated utility ops | No related-party transactions disclosed; Compensation Committee members (incl. Dorsa pre-5/9/2024) had no relationships requiring disclosure in 2024 |
| Illumina, Inc. | Life sciences tools; no apparent direct commercial relationship with regulated utility ops | No related-party transactions disclosed; same committee independence noted above |
Governance controls:
- Related person transactions are overseen by the Corporate Governance Committee; strict director independence standards; annual independence review .
Expertise & Qualifications
- Financial acumen and CFO experience (PSEG), including oversight of financial reporting, internal controls, and capital markets .
- Cybersecurity and technology oversight experience; responsible for IT at PSEG; designated Audit Committee Financial Expert .
- Regulatory and human capital risk understanding from energy industry leadership .
- Board skills matrix includes finance/accounting, governance, risk management, regulatory/government, and industry exposure .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficially owned DUK shares (as of Mar 3, 2025) | 9,514 shares | SEC-defined beneficial ownership |
| Units representing common stock (phantom units) | 9,514 units | Under Directors’ Savings Plan/Executive Savings Plan; economically equal to one share; units are not equity |
| Shares outstanding (as of Mar 3, 2025) | 777,021,683 | Used for ownership % calc |
| Ownership % of outstanding | ~0.00123% (9,514 ÷ 777,021,683) | Derived from cited figures |
| Hedging/Pledging | Prohibited by policy | Alignment safeguard |
| Ownership guideline compliance | Board states all directors compliant | 5x cash retainer [$625,000] guideline |
Insider trades (recent):
| Date | Form | Transaction Type | Source |
|---|---|---|---|
| May 5, 2025 | Form 4 | Reported change in beneficial ownership (stock award grant to director) |
Governance Assessment
- Strengths: Independence; Audit Committee Financial Expert designation; relevant CFO, regulatory, and cybersecurity background; active roles on Audit and Operations/Nuclear committees; strong overall board attendance; prohibition on hedging/pledging; compliance with ownership guidelines; clear overboarding limits adhered to .
- Compensation alignment: Director pay is balanced between cash and equity (fully vested shares), fostering skin-in-the-game without encouraging short-termism; no performance-linked director pay that could create conflicts .
- Conflicts/related-party: No related person transactions disclosed for Compensation Committee members in 2024, and robust committee/Board independence and review processes mitigate conflict risk .
- RED FLAGS: None evident from disclosures. Monitor potential interlocks only if Duke Energy engages in material transactions with Biogen or Illumina; current disclosures show no such relationships. Continue monitoring insider transactions for pledging/hedging violations (policy prohibits both) and meeting attendance in future proxies .