Kodwo Ghartey-Tagoe
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
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duke Energy | EVP & Chief Legal Officer; Corporate Secretary | Oct 2019–Jul 2025 | Led legal, governance, ethics/compliance, internal audit; primary advisor to Board and senior management . |
| Duke Energy | President, South Carolina Operations | 2017–2019 | Led regulatory, legislative, and community affairs for ~800k customers . |
| Duke Energy | Senior VP, State & Federal Regulatory Legal Support; General Counsel (Litigation); VP Legal – Commercial Businesses; VP Legal – State Regulation | Various | Drove regulatory strategy and litigation across core businesses . |
| McGuireWoods LLP | Partner | Pre-2002 | Energy regulatory and litigation experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Energy Insurance Mutual Ltd. | Director | 2022–present | Risk oversight and insurance for energy sector . |
| Clemson University | President’s Advisory Board | Current | Academic/industry engagement . |
| TreesCharlotte | Board Member | Current | Community sustainability . |
| Virginia State University | Past Board of Visitors | Past | HBCU governance support . |
Fixed Compensation
Multi-year compensation (NEO disclosures):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| 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:
| Element | Weight | Target | Actual/Result | Payout/Performance |
|---|---|---|---|---|
| Adjusted EPS | 50% | $5.98 | $5.90 | 70% (payout for EPS metric) |
| O&M Expense | 5% | $4,605M | $4,561M | 122% |
| Operational Excellence – TICR Employees | 2.5% | 0.36 | 0.32 | 150% |
| Operational Excellence – Environmental Events | 2.5% | 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 Objectives | 15% | — | — | 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):
| Metric | Weight | Target/Scale | Vesting |
|---|---|---|---|
| Cumulative Adjusted EPS | 40% | Target $18.78; Threshold $17.18 (50%); Max $19.78 (200%) | End of 3-year period; payouts interpolated |
| Relative TSR vs UTY | 40% | 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
| Item | Value |
|---|---|
| Beneficial ownership | 35,543 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 guideline | 3x base salary; all NEOs in compliance during 2024 |
| Hedging/pledging | Prohibited 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).