Harry K. Sideris
Duke EnergyAbout Harry K. Sideris
Harry K. Sideris is President and CEO of Duke Energy effective April 1, 2025, and joined the Board on the same date; he served as President since April 2024 and is a 29-year company veteran focused on operations, customer service, strategy, and regulatory engagement . He is age 54 and a non-independent director with no other public company boards . Pay-for-performance is anchored by adjusted EPS, O&M cost control, operational excellence, customer satisfaction, energy modernization in STI, and a 3-year LTI split across cumulative adjusted EPS (40%), relative TSR vs UTY (40%), and safety (TICR, 20%); 2024 adjusted EPS was $5.90 and 2022–2024 PSUs paid at 124.25% of target (Sideris earned 15,450 shares) . He beneficially owned 47,327 shares as of March 3, 2025 (<1% of class) with 4,640 shares acquirable within 60 days; Duke prohibits hedging and pledging and requires NEO stock ownership of 3x base salary (CEO 6x), with all NEOs compliant in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duke Energy | President | Apr 2024–Mar 2025 | Led electric and gas utilities, customer service, regulatory/legislative affairs, grid and generation strategy . |
| Duke Energy | EVP, Customer Experience, Solutions & Services | Oct 2019–Apr 2024 | Drove customer strategy and solutions, service delivery . |
| Duke Energy | SVP & Chief Distribution Officer | Jun 2018–Oct 2019 | Oversaw distribution operations and reliability . |
| Duke Energy Florida | State President | Jan 2017–Jun 2018 | Led state operations, regulatory engagement, economic development . |
| Duke Energy | SVP, Environmental Health & Safety | Aug 2014–Jan 2017 | Advanced safety/environmental stewardship and compliance . |
| Duke Energy | VP, Power Generation (Fossil/Hydro) | Jul 2012–Aug 2014 | Managed generation fleet operations in Carolinas regions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None | — | — | No other current public company boards; non-independent director nominee . |
Fixed Compensation
| Metric | 2024 | 2025 (effective Apr 1, 2025 unless noted) |
|---|---|---|
| Base Salary ($) | $834,405 | $1,300,000 (CEO transition) |
| Target STI (% of base) | 115% | 150% |
| Target LTI (% of base) | 475% | 750% (70% PSUs / 30% RSUs) |
| Non-Equity Incentive Paid (STI $) | $742,148 | — |
| All Other Compensation ($) | $219,224 (see breakdown below) | — |
All Other Compensation detail (2024):
- Executive Savings Plan make-whole credits: $159,731
- Retirement Savings Plan match: $11,848
- Personal use of corporate aircraft: $30,550 (NEOs reimburse direct operating costs; no tax gross-ups)
- Charitable contributions: $7,500
- Financial planning: $3,918; Other: $5,677
Performance Compensation
2024 Short-Term Incentive (STI) – Corporate Objectives and Results
| Metric | Weight | Target | Actual | Performance / Payout Rule |
|---|---|---|---|---|
| Adjusted EPS ($) | 50% | 5.98 | 5.90 | 70% performance; circuit breaker capped other measures at 84% if EPS < 5.90 |
| O&M Expense ($M) | 5% | 4,605 | 4,561 | 122% performance, but capped per circuit breaker |
| Operational Excellence – Safety (TICR) | 2.5% | 0.36 | 0.32 | 150% performance, but subject to cap |
| Operational Excellence – Environmental Events | 2.5% | 4 | 0 | 175% performance, but subject to cap |
| Operational Excellence – Reliability Index | 5% | 100 | 162.95 | 162.95% performance, but subject to cap |
| Customer Satisfaction | 10% | 46 | 46.1 | 101.88% performance, cap applies |
| Energy Modernization (Non-Emitting MW Growth) | 10% | 1,200 | 867 | 37.56% performance |
| Aggregate payout (non-EPS measures) | — | — | — | 103.76% before cap; capped at 84% due to EPS |
| Performance Modifier | — | — | — | +10.56% applied for extraordinary hurricane response, final STI payout 80% of target for all NEOs |
Sideris’s STI outcome:
- Target STI $927,685; final payout 80% → $742,148 .
Long-Term Incentive (LTI) Design
| Cycle | Allocation | Metric | Weight | Target / Threshold | Payout Curve |
|---|---|---|---|---|---|
| 2024–2026 | 70% PSUs / 30% RSUs | Cumulative Adjusted EPS | 40% | Target $18.78; Threshold $17.18; Max $19.78 | 0–200% with straight-line interpolation |
| 2024–2026 | — | Relative TSR vs UTY | 40% | 55th percentile target; 25th threshold; 90th max | 0–200% with caps if cumulative TSR negative |
| 2024–2026 | — | Safety (TICR vs EEI Group 1) | 20% | Target percentile; top company = 200% | 0–200% |
| RSUs (2024 grants) | 30% of LTI | Time-based | — | Vest 3 equal installments | Apr 1, 2025/2026/2027 for Sideris |
2022–2024 PSUs realized:
- Overall achievement: 124.25% of target; Sideris earned 15,450 shares (from 12,435 target) .
2024 grants (plan-based awards):
| Grant | Date | Target Units | Max Units | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (2024–2026) | Mar 11, 2024 | 32,481 | 64,962 | $3,161,765 |
| RSUs | Mar 11, 2024 | 13,921 | — | $1,282,542 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 47,327 shares; <1% of class; right to acquire 4,640 shares within 60 days (as of Mar 3, 2025; 777,021,683 shares outstanding) |
| Units (savings plans) | 48,551 units (economic equivalents, not equity) |
| Outstanding awards (12/31/24) | RSUs: 19,950 unvested ($2,149,413); PSUs 2023–2025: 29,764 ($3,206,773); PSUs 2024–2026: 32,481 ($3,499,503); values at $107.74/share |
| RSU vesting | 2024 RSUs vest Apr 1, 2025/2026/2027 (equal installments) |
| Ownership guidelines | CEO: 6x salary; other NEOs: 3x salary; all NEOs compliant in 2024 |
| Hedging/pledging | Prohibited for directors/officers/employees and related persons; no margin or pledging permitted |
Employment Terms
| Provision | Detail |
|---|---|
| CEO appointment & board service | CEO and director effective Apr 1, 2025 |
| Severance – baseline (as of 12/31/24 scenarios) | Involuntary/good reason: Cash $3,870,000; Welfare/other benefits $42,554; Stock awards potential value $7,753,228; Death/Disability stock $4,646,581; values reflect 2.00x design pre-amendment |
| Change-in-Control (CIC) | Cash $3,870,000; Incremental retirement $643,612; Welfare/other benefits $48,866; Stock awards potential value $7,592,313 (as of 12/31/24 modeling) |
| CIC agreement amendment | Multiple increased to 2.99x base+target STI; 2.99 years welfare benefits; repayment fraction tied to 2.99-year severance period; effective Apr 1, 2025 |
| Single-trigger vesting | Not provided; no single-trigger equity vesting on CIC |
| Clawback | Dodd-Frank 954 compliant recovery for restatements; broader recoupment for “detrimental activity” including misconduct or policy violations |
| Related party transactions | None for Sideris under Item 404(a) |
| Perquisites | Personal aircraft use permitted with reimbursement of direct operating costs; no tax gross-ups |
Board Governance
- Board service: Non-independent director; no committee memberships; other public boards: none .
- Dual-role implications: CEO is not Chair; Independent Chair (Theodore F. Craver, Jr.) effective Apr 1, 2025, providing independent oversight and executive sessions each regularly scheduled meeting .
- Committee independence: All committees are 100% independent; Corporate Governance Committee oversees independence and succession; Compensation and People Development Committee (CPDC) uses FW Cook as independent consultant; no interlocks/insider participation .
Director Compensation (non-employee directors)
- Annual stock retainer under the 2023 LTIP; combined cash+equity capped at $750,000 grant-date value; directors may defer cash/stock; stock ownership guideline: 5x cash retainer ($625,000) and all directors were compliant at 12/31/24 .
Compensation Structure Analysis
- Shift to higher at-risk pay with CEO transition: Base raised to $1.3M; target STI to 150%; target LTI to 750% with 70% PSUs; CIC multiple shifted to 2.99x, aligning with market and CEO predecessor norms .
- Strong ESG and operational integration: STI includes safety, environmental events, reliability, customer satisfaction, energy modernization, with a circuit breaker tied to EPS .
- 2024 discretion: CPDC applied a performance modifier (+10.56%) for unprecedented hurricane response, but payouts remained below target (80%)—discipline maintained .
- No option grants, no single-trigger vesting, no hedging/pledging, and no tax gross-ups—alignment-friendly governance .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; mitigates misalignment risk .
- No single-trigger vesting; reduces windfall risk .
- Clawback policy and detrimental activity recoupment; strengthens enforcement .
- Discretion used to recognize storm response yet kept payouts sub-target; limited risk of pay inflation .
- No related party transactions disclosed for Sideris .
Equity Ownership & Upcoming Vests
| Award | Shares | Market Value ($) | Vesting/Cycle |
|---|---|---|---|
| RSUs (unvested) | 19,950 | $2,149,413 | Equal tranches Apr 1, 2025/2026/2027 |
| PSUs 2023–2025 (unearned) | 29,764 | $3,206,773 | Performance cycle ends 2025 |
| PSUs 2024–2026 (unearned) | 32,481 | $3,499,503 | Performance cycle ends 2026 |
Note: Values based on $107.74 closing price at 12/31/24 .
Employment & Contracts Snapshot
| Term | Detail |
|---|---|
| CEO title | Effective Apr 1, 2025; board member from same date |
| CIC multiple | Increased to 2.99x base+target STI; amended agreement effective Apr 1, 2025 |
| Welfare benefits post-CIC | 2.99 years at prior after-tax cost |
| Non-compete/repayment | Repayment fraction tied to remaining years in 2.99-year Severance Period |
Investment Implications
- Near-term vesting/cycle timing: Apr 1 RSU tranches in 2025–2027 and PSU cycles ending 2025/2026 create predictable Form 4 activity; watch for share withholding that can modestly increase float around those dates .
- Comp alignment appears disciplined: Circuit breaker capped STI metrics when EPS missed target, and even with hurricane response modifier, payouts remained below target—reduces risk of pay creep amid operational volatility .
- CEO transition raises at-risk equity exposure: LTI at 750% (70% PSUs) tightly ties outcomes to EPS, TSR vs UTY, and safety; the 2.99x CIC multiple aligns with market norms but increases potential separation costs—monitor for governance scrutiny if performance lags .
- Governance mitigants are strong: Independent Chair structure, committee independence, hedging/pledging ban, and clawback strengthen investor protection and reduce misalignment risk .