Michael J. Pacilio
Duke EnergyAbout Michael J. Pacilio
Independent director since 2021 (age 64); retired Executive Vice President and Chief Operating Officer, Exelon Generation (nearly 40 years at Exelon). Current DUK Board committees: Audit Committee and Operations & Nuclear Oversight; no chair roles. Identified by the Board as independent; all non-employee directors are independent under NYSE and SEC rules. Expertise spans nuclear operations and safety, regulatory/risk management, low-carbon generation economics, and industry cybersecurity/digital initiatives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Generation / Exelon Nuclear | EVP & COO; prior President & Chief Nuclear Officer; multiple leadership roles | Nearly 40 years (noted as “nearly 40 years” at Exelon) | Led nuclear fleet operations; industry leadership on Fukushima response; helped develop sector digital/cyber equipment approaches |
| U.S. nuclear sector (industry-wide) | Sector response lead to Fukushima; various leadership roles | Not disclosed | Roles with INPO, World Nuclear Association, NEI (served on NEI board executive committee) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nuclear Energy Institute (NEI) | Executive Committee of Board (prior role) | Not disclosed | Industry policy/advocacy body |
| Institute of Nuclear Power Operations (INPO) | Leadership roles (prior) | Not disclosed | Industry safety/performance organization |
| World Nuclear Association | Roles (prior) | Not disclosed | Global nuclear industry association |
| Other public company boards | None | — | DUK proxy lists no current other public boards for Pacilio |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined independent (all non-employee director nominees except the CEO are independent) |
| Committees | Audit Committee (8 meetings in 2024); Operations & Nuclear Oversight (4 meetings in 2024) |
| Committee chair roles | None (Pacilio not designated as chair) |
| Audit Committee Financial Expert | Yes – Board designated all Audit Committee members, including Pacilio, as “Audit Committee Financial Experts” |
| Attendance | Board met 7 times in 2024; overall director attendance ~99%; all directors >75% on boards/committees; all directors attended 2024 Annual Meeting |
| Executive sessions | Independent directors met in executive session at each regularly scheduled meeting; five such sessions in 2024 |
| Overboarding policy | Max four other public boards without approval; all directors in compliance |
Fixed Compensation (Director – 2024)
| Component | Amount/Detail |
|---|---|
| Cash fees | $135,000 (Pacilio elected to defer his 2024 cash compensation) |
| All other compensation | $10,756 total: Business Travel Accident Insurance $256; Charitable contributions $10,500; Other $0 |
| Total cash and other | $145,756 |
Performance Compensation (Director – 2024)
Directors receive an annual equity retainer in fully vested shares (no performance conditions). No options are granted; no per-meeting fees disclosed.
| Equity Element | Detail |
|---|---|
| Annual stock retainer | 1,699 fully vested DUK shares granted May 2024 (grant date fair value recorded as $175,000 for Pacilio); Pacilio elected to defer this stock retainer |
| Vesting | Fully vested at grant (director equity retainer) |
| Options | None disclosed for directors |
| Deferral | Directors may defer cash or stock retainers into the Directors’ Savings Plan (phantom investments incl. DUK stock fund) |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | None |
| Committee interlocks | Compensation Committee interlocks section indicates no members were officers/employees or had relationships requiring disclosure; Pacilio is not on that committee |
| Overlapping boards with key counterparties | Not disclosed (no other public boards listed for Pacilio) |
Expertise & Qualifications
- Nuclear operations/safety and regulated utility risk management; deep understanding of carbon-free generation economics (nuclear, wind, solar) .
- Cybersecurity and digital technology experience within the energy industry; contributes to Audit Committee oversight of cybersecurity (Audit has primary oversight) .
- Regulatory and environmental expertise relevant to a fully regulated utility strategy .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 2,180 DUK shares; <1% of outstanding (777,021,683 shares outstanding as of Mar 3, 2025) |
| Right to acquire within 60 days | 544 shares (included in beneficial ownership footnote) |
| Deferred units (phantom) | 7,077 units referencing DUK common stock (not an equity interest) |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer ($625,000) or retain 50% of vested annual equity; all directors in compliance as of Dec 31, 2024 |
| Hedging/pledging | Company policy prohibits hedging and pledging of DUK securities by directors/officers/employees and related persons |
Governance Assessment
- Strengths: Independent status; no other public company board commitments; Audit Committee Financial Expert designation; service on risk-intensive committees (Audit; Operations & Nuclear Oversight) enhances board coverage of nuclear safety, operational risk, and cybersecurity; high attendance culture and independent executive sessions support effective oversight .
- Alignment: Mix of cash and fully vested stock retainer; deferral elections indicate long-term alignment; compliance with robust stock ownership guidelines; anti-hedging/pledging policy mitigates misalignment risk .
- Potential conflicts: None indicated via other public directorships; Board applies strict independence standards and reviews related person transactions via Corporate Governance Committee (no issues flagged in proxy) .
- Signals: Committee placements match domain expertise (nuclear operations and cyber/risk) and support investor confidence in operational risk oversight; no performance-conditioned director pay reduces pay-for-performance concerns but is standard for U.S. boards .