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Kodwo Ghartey-Tagoe

Executive Vice President and Chief Executive Officer, Duke Energy Carolinas; Head of Natural Gas Business Unit at Duke EnergyDuke Energy
Executive

About Kodwo Ghartey-Tagoe

Executive Vice President and Chief Executive Officer, Duke Energy Carolinas and Natural Gas Business. A 23-year Duke Energy veteran, previously EVP, Chief Legal Officer and Corporate Secretary, and earlier President of Duke Energy’s South Carolina operations. Education: JD, Duke University; BA (Hons) Economics & Finance, McGill; Wharton Advanced Management Program; age 61 . 2024 company performance metrics driving incentive outcomes included TSR of 15.5% vs UTY 20.9% and adjusted EPS within guidance but below STI target; the EPS “floor” capped other payouts, leading to 80% of target STI for NEOs .

Past Roles

OrganizationRoleYearsStrategic Impact
Duke EnergyEVP & Chief Legal Officer; Corporate SecretaryOct 2019–Jul 2025Led legal, governance, ethics/compliance, internal audit; primary advisor to Board and senior management .
Duke EnergyPresident, South Carolina Operations2017–2019Led regulatory, legislative, and community affairs for ~800k customers .
Duke EnergySenior VP, State & Federal Regulatory Legal Support; General Counsel (Litigation); VP Legal – Commercial Businesses; VP Legal – State RegulationVariousDrove regulatory strategy and litigation across core businesses .
McGuireWoods LLPPartnerPre-2002Energy regulatory and litigation experience .

External Roles

OrganizationRoleYearsStrategic Impact
Energy Insurance Mutual Ltd.Director2022–presentRisk oversight and insurance for energy sector .
Clemson UniversityPresident’s Advisory BoardCurrentAcademic/industry engagement .
TreesCharlotteBoard MemberCurrentCommunity sustainability .
Virginia State UniversityPast Board of VisitorsPastHBCU governance support .

Fixed Compensation

Multi-year compensation (NEO disclosures):

Metric202220232024
Salary ($)$651,867 $695,500 $746,667
Stock Awards ($)$1,976,358 $2,314,120 $2,703,873
Option Awards ($)$0 $0 $0
Non-Equity Incentive ($)$617,679 $460,769 $597,333
Change in Pension Value ($)$0 $92,651 $81,945
All Other Compensation ($)$193,659 $190,831 $179,238
Total ($)$3,439,563 $3,753,871 $4,309,056

Perquisites (2024): employer retirement contributions $20,700; make-whole deferred comp credits $146,614; charitable contributions $7,500; financial planning $910; other $3,514; total $179,238; no personal aircraft in 2024 .

Performance Compensation

Short-Term Incentive (STI) design and 2024 outcomes:

ElementWeightTargetActual/ResultPayout/Performance
Adjusted EPS50%$5.98 $5.90 70% (payout for EPS metric)
O&M Expense5%$4,605M $4,561M 122%
Operational Excellence – TICR Employees2.5%0.36 0.32 150%
Operational Excellence – Environmental Events2.5%4 0 175%
Reliability Index (composite)5%100 162.95 162.95%
Customer Satisfaction (CSAT)10%46 46.1 101.88%
Energy Modernization (Non-emitting MW added)10%1,200 867 37.56%
Individual Objectives15%84% (capped by EPS floor)
  • EPS “circuit breaker” capped other measures at 84% when EPS ≤ $5.90; the Compensation Committee applied a positive performance modifier (+10.56%) for extraordinary hurricane response, yielding an aggregate STI payout of 80% of target for each NEO (Ghartey-Tagoe payout $597,333) .

Long-Term Incentive (LTI) structure (2024–2026):

MetricWeightTarget/ScaleVesting
Cumulative Adjusted EPS40%Target $18.78; Threshold $17.18 (50%); Max $19.78 (200%) End of 3-year period; payouts interpolated
Relative TSR vs UTY40%Target 55th percentile (100%); Threshold 25th (50%); Max 90th (200%); negative TSR cap at target unless top quartile End of 3-year period
Safety (Employee TICR vs EEI Group 1)20%Target 90th percentile (100%); Threshold 75th (50%); Top company (200%) End of 3-year period

2024 grants for Ghartey-Tagoe: Performance Shares target 20,104; RSUs 8,616; RSUs vest in equal portions on Feb 22, 2025, Feb 22, 2026, Feb 22, 2027 .

Recent PSU performance (2022–2024 cycle): Aggregate payout 124.25% of target; Ghartey-Tagoe earned 17,456 shares for that cycle (including dividend equivalents) .

Equity Ownership & Alignment

ItemValue
Beneficial ownership35,543 shares; <1% of class
Units (Executive/Directors Savings Plans)36,884 units economically equivalent to common stock
Unvested RSUs (12/31/2024)15,291 ($1,647,452 at $107.74/sh)
Unvested PSUs (2023–2025, max listing)32,676 ($3,520,512 at $107.74/sh)
Unvested PSUs (2024–2026, target listing)20,104 ($2,166,005 at $107.74/sh)
Stock ownership guideline3x base salary; all NEOs in compliance during 2024
Hedging/pledgingProhibited for directors, officers, employees; no margin accounts or pledges allowed

Deferred compensation (2024): executive contributions $80,640; company contributions $146,614; aggregate earnings $328,303; year-end balance $2,023,083 .

Pension benefits (present value, 12/31/2024): RCBP $715,054; ECBP $451,640 .

Employment Terms

  • Severance Plan (Executive Severance Plan): For Tier I participants (incl. Ghartey-Tagoe), involuntary termination without cause or resignation for good reason yields cash severance equal to 2x base salary + 2x target bonus, pro rata bonus based on actual results, two years of medical/dental and basic life insurance value, one year outplacement, and two additional years of equity vesting; no excise tax gross-ups; amounts reduced to avoid 280G excise tax when it increases net after-tax proceeds .
  • Change in Control (CIC) Agreement: Initial two-year term auto-extends month-to-month; double-trigger protection with 2x cash multiple (base + target bonus), pro rata bonus, two years welfare benefits or cash, pension/savings plan make-whole for two years, and two years additional equity vesting; one-year non-compete/nonsolicit post-termination; no excise tax gross-ups; reduction mechanism applies .
  • Potential payouts (illustrative as of 12/31/2024): CIC termination cash severance $3,024,000; incremental retirement benefit $499,792; welfare/other $43,558; stock awards $5,854,474 .
  • Clawbacks: Mandatory recovery for accounting restatements per NYSE/Dodd-Frank; additional “detrimental activity” clawbacks on time/performance awards .

Investment Implications

  • Pay-for-performance discipline: 2024 adjusted EPS at the circuit-breaker ($5.90) capped payouts across operational/customer/modernization measures; committee used a modest positive modifier for hurricane response but kept final STI at 80% of target, signaling tight alignment to financial outcomes . For investors, this suggests incentives will reinforce EPS delivery and could mute cash bonuses if near-term earnings underperform.
  • Retention risk appears contained: Significant unvested equity (RSUs/PSUs) and double-trigger CIC (2x multiple) support retention; hedging/pledging ban reduces misalignment risk. Upcoming RSU tranches in 2025–2027 and PSU cycles (2023–2025, 2024–2026) imply standard tax-related selling near vest dates, but the ban on pledging/hedging and ownership guidelines promote long-term alignment .
  • Leadership transition: Elevation to CEO of Carolinas/Nat Gas effective July 1, 2025, consolidates regulatory and operational accountability in growth jurisdictions; execution against capital plan and regulatory outcomes will influence LTI metrics (EPS, TSR, safety) and compensation realizations .
  • Governance safeguards: Robust clawbacks, no excise tax gross-ups, and prohibition on single-trigger vesting minimize shareholder-unfriendly outcomes .

Citations

  • DEF 14A 2025: .
  • Company leadership page and external: ; Morningstar executives page (age, comp trend): .
  • Leadership appointment press/8-K: (8-K exhibit) and (press release).