Nicholas C. Fanandakis
Duke EnergyAbout Nicholas C. Fanandakis
Independent director of Duke Energy since 2019; age 68. Retired Executive Vice President of DuPont, having served as EVP and CFO of E.I. du Pont de Nemours and Company from 2009 to January 2019 and as EVP until retirement in July 2019. Designated by the Board as an Audit Committee Financial Expert and currently serves as Chair of the Audit Committee; also a member of the Compensation and People Development Committee . The Board has determined he is independent under NYSE and SEC rules; Board committees are 100% independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E.I. du Pont de Nemours and Company (DuPont) | Executive Vice President and CFO | 2009–Jan 2019 (CFO); EVP until retirement in July 2019 | Finance, tax, banking, and risk management expertise; led through corporate transformation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting, Inc. | Director (public company board) | Current | Not disclosed in DUK proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation & People Development Committee member .
- Independence: Board determined he (and all non-employee directors) is independent; 13 of 14 nominees independent; committees 100% independent .
- Attendance and engagement: Board met seven times in 2024; overall director attendance ~99%; all directors attended >75% of meetings; five executive sessions of independent directors were held in 2024 .
- Committee activity cadence: Audit Committee held 8 meetings in 2024; Compensation & People Development held 6 meetings in 2024 .
- Audit Committee scope: Oversight of financial reporting, internal controls, compliance, and primary oversight of cybersecurity and technology; received four cybersecurity updates in 2024; Fanandakis is one of the designated Audit Committee Financial Experts .
- Role in risk oversight: Finance & Risk Management Committee oversees enterprise risk; committee chairs report to full Board on risk; overall Board reviews top risks regularly .
- Leadership structure: Effective April 1, 2025, roles separated with Independent Chair; independent sessions at each regularly scheduled meeting .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $160,000 | Includes Board/committee retainers and chair fees as applicable (not itemized) |
| Stock Awards (Grant Date Fair Value) | $175,000 | Annual stock retainer delivered as 1,699 fully vested DUK shares granted May 2024; Fanandakis elected to defer the 2024–2025 equity retainer into the Directors’ Savings Plan |
| All Other Compensation | $8,756 | Comprised of business travel accident insurance ($256) and charitable contributions ($8,500) |
| Total 2024 Director Compensation | $343,756 | — |
Additional program features:
- Deferral plan: Directors may defer cash and/or equity retainers into the Directors’ Savings Plan with phantom investment options including DUK common stock fund .
- Stock ownership guidelines: Minimum ownership equal to 5x annual Board cash retainer ($625,000) or retain 50% of vested annual equity retainer; all directors compliant as of December 31, 2024 .
Performance Compensation
- No performance-based compensation disclosed for directors; equity retainers are fully vested shares, not contingent on performance .
Other Directorships & Interlocks
| Company | Relationship to DUK | Notes |
|---|---|---|
| FTI Consulting, Inc. | External public company board | Current directorship |
| Compensation Committee Interlocks | None | During 2024, no Compensation & People Development Committee member (including Fanandakis) was an officer, employee, former officer, or had related business relationships requiring disclosure under DUK’s Related Person Transactions Policy |
Expertise & Qualifications
- Audit Committee Financial Expert designation; extensive finance/accounting literacy and risk management credentials .
- Executive leadership and transformation experience from DuPont; deep expertise in finance, tax, banking, and risk management .
Equity Ownership
| Holder | Total Shares Beneficially Owned | Percent of Class | Units Representing Common Stock (Directors’ Savings Plan) |
|---|---|---|---|
| Nicholas C. Fanandakis | 10,994 | <1% (per proxy “*” legend) | 10,994 |
- Hedging/pledging: DUK policy prohibits hedging, pledging, short sales, or derivative monetization of company securities by directors and related persons; also prohibits holding securities in margin accounts .
Governance Assessment
Strengths for board effectiveness and investor confidence:
- Independent director with relevant financial, risk, and transformation experience; Audit Committee Chair and financial expert designation enhance oversight of reporting and cybersecurity risks .
- High overall Board attendance (99% in 2024) with regular independent executive sessions supports accountability; committee independence at 100% .
- Director ownership guidelines and compliance promote alignment; prohibition on hedging/pledging reduces misalignment risk .
Potential risk indicators or conflicts:
- Related-party transactions: None noted for Compensation & People Development Committee members in 2024; independence affirmed annually .
- Overboarding: DUK policy caps other public boards at four; Fanandakis serves on one (FTI Consulting), consistent with policy .
- Cybersecurity oversight: Program maturity evidenced by four Audit Committee updates and tabletop exercises; breaches reported as immaterial in recent years, but continued vigilance required as grid digitization increases .
Committee change note:
- Effective May 9, 2024, Fanandakis joined Compensation & People Development and transitioned off Finance & Risk Management; Audit Chair role unchanged .