Thomas E. Skains
Duke EnergyAbout Thomas E. Skains
Independent director of Duke Energy since 2016; age 68. Retired Chairman, President and CEO of Piedmont Natural Gas Company, Inc., with deep financial, risk management, natural gas industry, and regulatory/legal expertise from prior service as a corporate energy attorney . The Board has determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Natural Gas Company, Inc. | Chairman | Dec 2003 – Oct 2016 | Led board and strategy; contributed financial and risk oversight |
| Piedmont Natural Gas Company, Inc. | CEO | Feb 2003 – Oct 2016 | Directed overall strategy and operations in LDC natural gas; deep environmental/regulatory familiarity |
| Piedmont Natural Gas Company, Inc. | President | Feb 2002 – Oct 2016 | Oversaw enterprise operations and customer needs in natural gas |
| Piedmont Natural Gas Company, Inc. | COO; SVP Marketing & Supply Services | Prior to 2002 | Directed commercial natural gas activities; legal/regulatory compliance insights from prior energy attorney experience |
External Roles
| Company | Role | Notes |
|---|---|---|
| National Fuel Gas Company | Director | Current public company board |
| Truist Financial Corporation | Director | Current public company board |
Board Governance
- Committee memberships: Compensation and People Development; Corporate Governance (member, not chair) .
- Independence: Independent director; Duke’s board committees are 100% independent .
- Attendance and engagement in 2024: Board met 7 times; overall attendance approximately 99%; all directors attended >75% of board and committee meetings; five executive sessions of independent directors; all directors at the May 9, 2024 annual meeting .
- Overboarding policy: Max four other public company boards without prior approval; all directors in compliance (Skains serves on two) .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 | Director cash retainer |
| Stock Awards ($) | $175,000 | Annual stock retainer granted as 1,699 fully vested DUK shares in May 2024; Skains elected to defer the 2024–2025 stock retainer under the Directors’ Savings Plan |
| All Other Compensation ($) | $9,342 | Includes business travel accident insurance ($256), charitable contributions ($8,500), and other ($586; personal aircraft/tickets) |
| Total ($) | $309,342 | Sum of components |
Program features:
- Director compensation consists of cash and equity retainers; no 2024 program changes after FW Cook review .
- Deferral available for cash/equity via Directors’ Savings Plan; amounts tracked in phantom investment options including DUK common stock .
- Matching gifts and PAC match programs; travel insurance and expense reimbursement .
Performance Compensation
- Directors do not receive performance-based incentives; annual equity retainer is fully vested stock and not tied to performance metrics .
Other Directorships & Interlocks
| Organization | Type | Potential Interlock Consideration |
|---|---|---|
| National Fuel Gas Company | Public company | Energy industry exposure; Duke policy requires review of related person transactions; none requiring approval or SEC reporting since Jan 1, 2024 |
| Truist Financial Corporation | Public company | Financial services exposure; related person transactions policy and independence standards applied; none material to any director in 2024 |
Expertise & Qualifications
- Financial and risk management, public company governance and strategy, natural gas industry/regulatory knowledge, and legal/regulatory compliance from prior energy attorney role .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 31,483 | As of March 3, 2025; less than 1% of outstanding (777,021,683 shares) |
| Right to acquire within 60 days | 7,287 | Included within footnoted rights for directors |
| Units tied to DUK stock (phantom) | 31,483 units | Directors’ Savings Plan units equal in economic value to common stock; not equity |
| Hedging/Pledging | Prohibited | Company-wide prohibition on hedging and pledging of DUK securities for directors/officers/employees |
| Ownership guidelines | ≥5x cash retainer ($625,000) or retain 50% of vested annual equity | All directors compliant as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent status; active participation (Board 99% attendance; frequent executive sessions) ; service on governance- and compensation-related committees reinforcing board oversight ; stock ownership guidelines and hedging/pledging prohibitions support alignment .
- Compensation alignment: Balanced mix of cash ($125k) and equity ($175k) annual retainers; modest perquisites; optional deferral into DUK-tracking units .
- Conflicts/Related-party exposure: Corporate Governance Committee administers robust related person transaction policy; no related person transactions requiring approval or SEC reporting since Jan 1, 2024; immaterial ordinary-course transactions noted and not material to any director .
- RED FLAGS: None disclosed regarding pledging, hedging, related-party transactions, or low attendance; “Other” perquisites modest ($586) .