E. Marie McKee
Duke EnergyAbout E. Marie McKee
E. Marie McKee, age 74, is an independent director of Duke Energy, serving since 2012. She is a retired Senior Vice President of Corning Incorporated, with over 35 years of leadership experience, including senior roles in human resources, and presidencies of Steuben Glass, The Corning Museum of Glass, and The Corning Foundation. At Duke Energy, she chairs the Compensation and People Development Committee and serves on the Corporate Governance Committee, bringing deep expertise in governance, compensation, and human capital management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corning Incorporated | Senior Vice President, Human Resources | 1996–2010 | Led HR strategy; governance and compensation expertise |
| Steuben Glass (Corning) | President | 1998–2008 | Operational leadership; product and brand stewardship |
| The Corning Museum of Glass | President | 1998–2014 | Institutional oversight; public engagement |
| The Corning Foundation | President | 1998–2014 | Philanthropy governance; community impact |
External Roles
| Organization | Role | Status |
|---|---|---|
| Public company boards | — | None currently (reduces interlock risk) |
Board Governance
- Committee assignments: Chair, Compensation and People Development Committee; Member, Corporate Governance Committee .
- Committee activity: Compensation and People Development Committee met 6 times in 2024; uses independent consultant FW Cook with independence safeguards; no interlocks or insider participation among members in 2024 .
- Independence and board structure: 13 of 14 director nominees are independent; all board committees are 100% independent; hedging/pledging prohibited; clawback policy in place .
- Attendance and engagement: Board met 7 times in 2024 with ~99% attendance; all directors attended >75% of board/committee meetings and the 2024 Annual Meeting; five executive sessions of independent directors held .
- Leadership refresh: Effective April 1, 2025, Chair/CEO roles separated; Independent Chair installed (reinforces independent oversight) .
Committee Meetings (2024)
| Committee | Meetings |
|---|---|
| Audit | 8 |
| Compensation & People Development | 6 |
| Corporate Governance | 5 |
| Finance & Risk Management | 4 |
| Operations & Nuclear Oversight | 4 |
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash Fees | $145,000 | Cash retainer and committee role fees (chair and membership) |
| Stock Awards | $175,000 | Annual stock retainer: 1,699 fully vested common shares (May 2024 grant) |
| All Other Compensation | $9,268 | Business Travel Accident Insurance $256; Charitable contributions $9,012; Other $0 |
| Total | $329,268 | — |
- Deferral elections: Footnotes list directors who deferred cash or stock; Ms. McKee is not listed among those who elected deferrals for 2024 .
- Program structure: Equity awards granted under the 2023 LTIP; non-employee director annual equity/cash combined cap $750,000; directors may defer cash/equity into the Directors’ Savings Plan; matching gifts programs available; travel expense reimbursement provided .
Performance Compensation
- Non-employee directors receive a fixed annual equity retainer in fully vested shares; no options or performance share units are granted to directors; no disclosed performance metrics tied to director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | None disclosed |
Expertise & Qualifications
- Governance, compensation, and human capital management expertise from senior HR leadership at Corning and extensive management roles; operational insight and risk management in manufacturing environments; supports board oversight of environmental, health, and safety matters .
- Skills matrix indicates broad competencies in governance, HCM, regulatory/industry context, risk management and operations consistent with board needs .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total shares beneficially owned | 195 | Less than 1% of class (outstanding shares 777,021,683) |
| Right to acquire within 60 days | 191 | Options/units convertible within 60 days |
| Units representing common stock (Directors’ Savings Plan/Equiv.) | 77,656 | Units economically equal to common shares |
| Ownership guidelines | 5x annual cash retainer ($625,000) requirement; all directors in compliance as of 12/31/2024 | |
| Hedging/pledging | Prohibited for directors, officers, employees, and related persons |
Governance Assessment
- Strengths: Independent status; chairs compensation committee; robust committee cadence; use of independent consultant with clear independence constraints; high board attendance; independent executive sessions; clear prohibition on hedging/pledging and presence of clawback policy; director stock ownership guidelines with compliance reported .
- Alignment: Director equity paid in shares and significant DSU/units balance supports financial alignment; no other public boards reduces interlock risk; no related party transactions or compensation committee interlocks disclosed .
- Watch items: Low direct common share count (195) may appear modest versus guideline value, but guidelines expressly include “common stock equivalents” and the company reports all directors are in compliance; approaching retirement age threshold (policy considers age 75 as maximum, subject to committee-managed refreshment) suggests near-term board succession consideration rather than a red flag .
- Shareholder engagement and pay-for-performance oversight: As compensation chair, Ms. McKee oversees a program incorporating financial (EPS), O&M, operational excellence, customer satisfaction, and energy modernization metrics; shareholder feedback praised alignment and disclosure; committee’s report incorporated into proxy .
Overall, Ms. McKee’s independence, compensation governance leadership, and attendance contribute positively to board effectiveness and investor confidence; absence of interlocks/related-party exposures and strong policy framework mitigate conflict risks .