Derrick Burks
Duke EnergyAbout Derrick Burks
Independent director of Duke Energy since 2022; age 68. Retired Managing Partner of Ernst & Young’s Indianapolis office (13 years), with earlier 24-year tenure at Arthur Andersen, including three years as Indianapolis Managing Partner. Brings SEC reporting, finance/accounting, regulatory, and risk expertise; designated by the Board as an Audit Committee Financial Expert and serves on Audit and Finance & Risk Management Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (Indianapolis) | Managing Partner | 13 years; retired 2017 | Led office; deep SEC and large-corporation audit experience; expertise in governance, regulatory, environmental operations, and risk |
| Arthur Andersen (Indianapolis) | Managing Partner (office); various roles | 24 years total; 3 years as Managing Partner | Managed large public company engagements; built SEC and regulatory expertise |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Equity LifeStyle Properties, Inc. | Director | Current public board per Duke proxy |
| Kite Realty Group Trust | Director | Current public board per Duke proxy |
Board Governance
- Committee assignments (2024): Audit Committee (member; Board-designated financial expert) and Finance & Risk Management Committee (member) .
- Independence: Board determined all non-employee directors, including Burks, are independent under NYSE and SEC standards .
- Attendance: Board met 7 times in 2024; overall director attendance ~99%; all directors attended >75% of Board/committee meetings; five independent-director executive sessions held in 2024 .
- Overboarding policy: Maximum four other public boards without prior approval; all directors in compliance .
- Shareholder engagement: Directors, including independent leadership, participate in year‑round engagement; Duke engaged holders of ~40% of outstanding shares in 2024 .
- Committee meeting cadence (context for workload): Audit (8 meetings in 2024); Finance & Risk Management (4 meetings in 2024) .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2023 | $125,000 | $175,000 | $3,755 | $303,755 |
| 2024 | $125,000 | $175,000 | $12,303 | $312,303 |
Details:
- 2024 stock retainer delivered as fully vested shares under the 2023 LTIP; each director received 1,699 shares in May 2024; Burks elected to defer his 2024–2025 stock retainer into the Directors’ Savings Plan .
- 2023 stock retainer: 1,784 shares in May 2023; Burks also elected to defer the 2023–2024 stock retainer .
- All Other Compensation (2024) composition for Burks: Business travel accident insurance $256; charitable matching/contributions $9,500; other (e.g., per policy: aircraft/tickets) $2,547; total $12,303 .
Program structure:
- Non-employee directors receive a mix of cash retainer and fully vested stock; may defer cash/equity under the Directors’ Savings Plan; stock ownership guideline equals 5x annual cash retainer ($625,000) or retain 50% of vested equity; all directors were in compliance as of Dec 31, 2024 .
Performance Compensation
| Component | Description |
|---|---|
| None | Duke’s non-employee director pay does not include performance-based awards (no options/PSUs for directors). Compensation comprises cash retainer and fully vested stock retainer with optional deferral, plus limited benefits (e.g., insurance) . |
Other Directorships & Interlocks
- Current public boards: Equity LifeStyle Properties, Inc.; Kite Realty Group Trust .
- Interlocks/related parties: Duke’s Related Person Transactions section reports no related person transactions requiring approval or disclosure since January 1, 2024; routine utility service to directors/officers/families occurred on standard customer terms; any other affiliated-entity transactions were immaterial to the company and not material to the director/officer .
- Compensation committee interlocks: None reported for Duke’s Compensation & People Development Committee in 2024 (Burks is not a member) .
Expertise & Qualifications
- Audit/Finance: Board-designated Audit Committee Financial Expert; extensive public-company audit and SEC reporting background from EY/Arthur Andersen .
- Skills matrix: Finance or Accounting; Governance; Risk Management; Regulatory/Government; Industry; Cyber/Technology; Environment & Sustainability; Executive leadership; Human capital (as indicated by Duke’s skills matrix checkmarks) .
- Regional knowledge: Indiana service territory familiarity (relevant to Duke’s jurisdictions) .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total shares beneficially owned (as of Mar 3, 2025) | 942 shares; less than 1% of class |
| Units tied to Directors’ Savings Plan (not equity) | 5,760 units (economic equivalents) |
| Hedging/Pledging | Prohibited for directors, officers, employees, and related persons; no margin or pledging permitted |
| Director ownership guideline | 5x annual cash retainer ($625,000) or retain 50% of equity retainer; all directors in compliance as of Dec 31, 2024 |
| 2024 stock grant detail | 1,699 fully vested shares granted in May 2024; Burks deferred his stock retainer |
Governance Assessment
- Alignment and independence: Burks is an independent director with strong audit and financial controls credentials, serving on two key oversight committees (Audit; Finance & Risk). Duke’s structure includes regular independent executive sessions and robust risk oversight through committees, supporting board effectiveness .
- Engagement and workload: High overall board/committee attendance (~99%) and substantive committee meeting cadence indicate active oversight; directors were involved in shareholder outreach covering ~40% of shares, enhancing investor confidence .
- Pay and ownership alignment: Director pay is balanced between cash and fully vested stock; Burks elected to defer equity, and directors are subject to and in compliance with rigorous stock ownership guidelines; hedging/pledging prohibitions strengthen alignment .
- Conflicts/related parties: No related person transactions requiring disclosure; external boards (ELS, KRG) are outside Duke’s core utility industry and no interlocks disclosed, reducing conflict risk .
RED FLAGS
- None identified: no related-party transactions; strong independence posture; overboarding limits in place and in compliance; active committee service and financial expert designation support investor confidence .