Idalene F. Kesner
Duke EnergyAbout Idalene F. Kesner
Idalene F. Kesner (age 67) is an independent director of Duke Energy, serving since 2021. She is Dean Emerita and the Frank P. Popoff Chair of Strategic Management at Indiana University’s Kelley School of Business, with extensive governance, strategy, and succession planning expertise; she has taught in more than 100 executive programs and conducted research on corporate boards, governance, and M&A . She is a member of Duke Energy’s Corporate Governance Committee and Finance and Risk Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University Kelley School of Business | Dean | Jul 2013 – Jul 31, 2022 | Led school; public sector leadership experience relevant to regulatory/customer contexts |
| Indiana University Kelley School of Business | Frank P. Popoff Chair of Strategic Management | Not disclosed | Research in boards, governance, M&A; executive education (>100 programs) |
| Kelley School | Co-director, Consulting Academy | Not disclosed | Executive training and development expertise |
| Kelley School | Chair, Full-Time MBA Program | Not disclosed | Program leadership |
| Kelley School | Chair, Management & Entrepreneurship Dept. | Not disclosed | Department leadership |
| Kelley School | Associate Dean for Faculty & Research | Not disclosed | Faculty governance, succession planning |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Berry Global Group, Inc. | Director | Current | Public company board |
| Olympic Steel, Inc. | Director | Current | Public company board |
| American Family Insurance | Director | Current | Insurance company board |
| Lincoln Industries | Board of Advisors | Current | Advisory role |
| Main Street America Group | Director | Prior | Former public/private board experience |
| Sun Life Financial | Director | Prior | Former public company board |
Board Governance
- Independence: The Board determined all non-employee directors, including Dr. Kesner, are independent under NYSE and SEC rules; Board committees are 100% independent .
- Committee memberships: Corporate Governance Committee and Finance and Risk Management Committee (not a chair) .
- Attendance and engagement: Board met seven times in 2024 and twice in 2025 YTD; five executive sessions with independent directors in 2024; all directors attended >75% of Board/committee meetings, with ~99% overall attendance; all directors at the time attended the 2024 Annual Meeting .
- Committee activity levels (meeting counts in 2024): Audit (8), Compensation & People Development (6), Corporate Governance (5), Finance & Risk Management (4), Operations & Nuclear Oversight (4) .
- Shareholder engagement: Board conducted outreach with holders of ~40% of outstanding shares in 2024; governance/succession oversight and compensation alignment were key topics .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Director cash fees; Dr. Kesner elected to defer cash comp under Directors’ Savings Plan |
| All other compensation | $8,756 | Business travel accident insurance $256; charitable contributions $8,500; other $0 |
Performance Compensation
| Component (2024) | Grant detail | Amount/Value | Notes |
|---|---|---|---|
| Annual stock retainer | 1,699 fully vested shares (May 2024) | $175,000 grant-date fair value | Granted under 2023 Long-Term Incentive Plan; Dr. Kesner elected to defer 2024–2025 stock retainer into Directors’ Savings Plan |
Duke Energy does not use performance-based metrics for director pay; directors receive a mix of cash and time-vested equity retainers, reviewed by the Compensation & People Development Committee with advice from independent consultant FW Cook .
Other Directorships & Interlocks
| Company | Industry relation to DUK | Potential interlock/conflict note |
|---|---|---|
| Berry Global Group, Inc. | Manufacturing | No related-party transactions disclosed; Board found director independent |
| Olympic Steel, Inc. | Steel/industrial | No related-party transactions disclosed; Board found director independent |
| American Family Insurance | Insurance | No related-party transactions disclosed; Board found director independent |
- Overboarding policy: Max four other public company boards without prior Board approval; all directors in compliance. Dr. Kesner serves on two public company boards, within limits .
Expertise & Qualifications
- Governance, risk management, strategy, succession planning, and executive training depth from academic leadership and board service; research focus on boards and M&A .
- Skills matrix coverage indicates broad governance and risk competencies across the Board; Kesner’s nominee profile specifies governance and succession planning credentials valuable to DUK’s oversight needs .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Mar 3, 2025) | 7,491 shares; less than 1% of class |
| Right to acquire within 60 days | 2,510 shares |
| Units in Directors’/Executive Savings Plans (economic equivalents) | 10,422 units |
| Shares outstanding (for context) | 777,021,683 |
| Hedging/pledging | Prohibited by policy for directors and related persons |
| Director ownership guidelines | Minimum 5× cash retainer ($625,000) or retention of 50% of vested annual equity retainer; all directors compliant as of Dec 31, 2024 |
Governance Assessment
- Board effectiveness: Kesner strengthens governance and risk oversight through dual membership on Corporate Governance and Finance & Risk Management Committees, which oversee independence, succession, shareholder engagement, enterprise risk, capital plans, and dividend/financing recommendations .
- Independence and conflicts: The Board’s annual independence determination and strict standards, plus prohibition on hedging/pledging and overboarding limits, mitigate conflict and alignment risks; no related-person transactions involving Compensation Committee members and none disclosed for Kesner; committees are fully independent .
- Attendance/engagement signal: Strong Board/committee attendance (>75% for all directors; ~99% overall) and active director education/site visits support effective oversight; Corporate Governance Committee leads annual assessments via third-party process .
- Director pay alignment: Cash/equity mix with deferral elections (cash and stock) and ownership guidelines supports long-term alignment; no director pay changes in 2024 (market-reviewed by FW Cook), reducing pay volatility risk .
Red flags: None identified in disclosures—no pledging/hedging allowed , no attendance issues , independence affirmed , and no related-person transaction concerns noted in committee disclosures .