Jeffrey Guldner
Duke EnergyAbout Jeffrey B. Guldner
Independent director at Duke Energy (appointed Sept 15, 2025). Former chairman, president and CEO of Pinnacle West Capital and Arizona Public Service; previously a partner at Snell & Wilmer (public utility and energy law), a U.S. Navy surface warfare officer, and assistant professor of naval science at the University of Washington. Education: B.A. (University of Iowa) and J.D., magna cum laude (Arizona State University College of Law) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Pinnacle West Capital / Arizona Public Service | Chairman, President & CEO | Retired Mar 31, 2025; led company ~5 years | Led through growth and high demand; reliability and affordability focus |
| Snell & Wilmer LLP | Partner (public utility, telecom & energy law) | Prior to APS leadership | Regulatory and energy legal expertise |
| U.S. Navy | Surface Warfare Officer | Prior to legal career | Operational leadership |
| University of Washington | Assistant Professor of Naval Science | Prior to APS leadership | Leadership development/academia |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Smart Electric Power Alliance | Director | Current board service |
| McCain Institute | Director | Current board service |
Board Governance
- Independence: Board affirmatively determined Guldner is independent under Duke standards, NYSE and SEC rules .
- Committees: Compensation & People Development; Finance & Risk Management (effective Sept 15, 2025) .
- Attendance: Joined Sept 2025; individual attendance not yet disclosed. Board policy requires >75% attendance; overall Board/committee attendance was ~99% in 2024 (context) .
- Related-party/Transactions: No arrangements for election; no Item 404(a) related-party transactions at this time .
| Governance Item | Status/Detail |
|---|---|
| Independence status | Independent (Board determination) |
| Committee assignments | Compensation & People Development; Finance & Risk Management (from Sept 15, 2025) |
| Board attendance (policy/context) | Policy ≥75% attendance; 2024 overall ~99% (Board) |
| Shareholder engagement (Board context) | Reached out to holders of ~40% of outstanding shares in 2024 |
Fixed Compensation (Director Program and Guldner’s Eligibility)
| Component | Amount/Structure | Timing/Notes |
|---|---|---|
| Cash retainer | Pro‑rated cash annual retainer per Director Compensation Program (exact cash for 2025 not disclosed in 8‑K) | |
| Stock retainer | Pro‑rated annual stock retainer (fully vested shares) per program | |
| Program reference values (context) | In 2024, each sitting director received 1,699 fully vested shares; grant date fair value $175,000 | |
| Annual equity limit | Non‑employee director equity + cash capped at $750,000/year under 2023 LTIP | |
| Deferral | Eligible to defer cash and/or stock under Directors’ Savings Plan | |
| Other | Matching gifts; travel insurance; expense reimbursement per program |
Performance Compensation
- Not applicable. Duke’s non‑employee directors receive cash retainers and fully vested stock units; no performance-based director pay or options are disclosed for directors .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Smart Electric Power Alliance | Nonprofit board | Sector network exposure; not a DUK counterparty disclosure |
| McCain Institute | Nonprofit board | No DUK transactional overlap disclosed |
| Pinnacle West (employment) | Non‑executive advisor through Mar 2026 | Continues as advisor; Board deemed independence; no Item 404(a) related transactions |
Expertise & Qualifications
- Regulated utility leadership (former CEO of Pinnacle West/APS) .
- Deep regulatory and legal expertise (partner, Snell & Wilmer; J.D. magna cum laude) .
- Operational leadership and risk awareness (U.S. Navy; APS operations through high demand) .
- Energy transition and reliability perspective (led APS through growth while maintaining affordability/reliability) .
Equity Ownership
| Metric | Status |
|---|---|
| Initial beneficial ownership (Form 3 at appointment) | No securities beneficially owned (filed Sept 15, 2025) |
| Ownership guidelines | Must own ≥5x annual Board cash retainer or retain 50% of vested equity retainer; 8‑K states target level $675,000 |
| Hedging/pledging policy | Directors prohibited from hedging or pledging Duke securities |
| Deferral elections | May defer stock/cash to unfunded account with Duke common stock fund option |
Governance Assessment
- Strengths
- Direct alignment of committee assignments with expertise (Compensation & People; Finance & Risk) for a former utility CEO and energy lawyer .
- Clear independence determination on appointment; no related-party transactions disclosed .
- Programmatic alignment with shareholders via fully vested equity retainer, ownership guidelines, and anti‑hedge/pledge policy .
- Active sector network roles (SEPA) that can enhance strategic oversight .
- Watch items / potential conflicts
- Concurrent non‑executive advisory role at Pinnacle West through Mar 2026 could present perceived competitive sensitivities, though Duke determined independence and disclosed no related‑party transactions. Monitor recusal practices on market‑sensitive matters involving peer utilities .
- Initial Form 3 shows zero holdings; monitor pace of accumulation toward 5x retainer guideline ($675k per 8‑K) via annual equity retainers/retention approach .
- Engagement indicators
- Board maintained robust shareholder outreach (contacted ~40% of shares in 2024) and strong attendance culture (~99%)—positive signals for overall board effectiveness as Guldner integrates .
Insider Filings & Evidence of Service
| Filing/Document | Date | Key Detail |
|---|---|---|
| 8‑K (Item 5.02) | Sept 12, 2025 | Appointed effective Sept 15, 2025; independent; assigned to Compensation & People Development and Finance & Risk Management Committees; pro‑rated director compensation; directors’ ownership guideline noted [$675k] |
| Form 3 (Initial Statement) | Sept 15, 2025 | No securities beneficially owned |
| S‑3ASR Power of Attorney/Signature | Sept 30, 2025 | Signed as Director (evidence of service) |
| Duke press release | Sept 12, 2025 | Background, external roles, and qualifications |