W. Roy Dunbar - Director | Duke Energy (DUK) Executive Profile & Compensation

About W. Roy Dunbar

Independent director of Duke Energy since 2021; age 63. Former Chairman & CEO of Network Solutions, LLC; previously President of Global Technology & Operations at MasterCard and senior roles at Eli Lilly (President of Intercontinental Operations and CIO). Post‑retirement, he has developed solar projects and is an NACD Board Leadership Fellow. He serves on Duke’s Compensation and People Development Committee and Operations and Nuclear Oversight Committee, and is deemed independent under NYSE and SEC rules.

Past Roles

Organization	Role	Tenure	Notes/Impact
Network Solutions, LLC	Chairman & CEO	Jan 2008 – Oct 2009	Led the company as Chairman & CEO prior to retirement.
MasterCard Incorporated	President, Global Technology & Operations	Sep 2004 – Jan 2008	Oversaw global tech and operations, deep IT and operational expertise.
Eli Lilly and Company	President, Intercontinental Operations; Chief Information Officer	14 years (dates not specified)	Senior operating and CIO roles across geographies; broad IT application experience.
Solar project development	Developer	Since Oct 2009	Clean energy development experience post‑retirement.

External Roles

Organization	Role	Tenure	Committees/Impact (as disclosed)
Johnson Controls International plc	Director	Current	Not specified in DUK proxy.
McKesson Corporation	Director	Current	Not specified in DUK proxy.
SiteOne Landscape Supply, Inc.	Director	Current	Not specified in DUK proxy.

Board Governance

Independence: Board determined all non‑employee directors, including Dunbar, are independent; Board committees are 100% independent.
Committee assignments: Compensation & People Development (member); Operations & Nuclear Oversight (member). These committees met 6 and 4 times, respectively, in 2024.
Attendance & engagement: Board met 7 times in 2024; overall director attendance ~99%, with all directors >75%; 5 executive sessions of independent directors; all directors at the time attended the May 9, 2024 Annual Meeting.
Overboarding policy: Max of four other public company boards without prior approval; all directors in compliance. Dunbar serves on three other public boards, consistent with policy.

Fixed Compensation

Component	2024 Amount (USD)	Detail
Fees Earned or Paid in Cash	$125,000	Standard director cash fees; varies by roles (Dunbar not a chair).
Stock Awards	$175,000	Annual stock retainer; in May 2024 each sitting director received 1,699 fully vested shares; Dunbar elected to defer his 2024–2025 stock retainer under the Directors’ Savings Plan.
All Other Compensation	$8,756	Business travel accident insurance $256; charitable contributions $8,500; other $0.
Total	$308,756	Sum of cash, equity, and other compensation.

Additional program features:

Equity retainer granted under 2023 Long‑Term Incentive Plan; non‑employee director annual cap (cash + equity) ≤ $750,000.
Directors may defer cash or stock into the Directors’ Savings Plan.
Matching gifts program (generally up to $2,500 per year plus special hurricane match); $1,000 donation to Relief4Employees for each director in Dec 2024.

Performance Compensation

Component	Structure	Notes
Performance‑linked awards	None	Director equity is an annual stock retainer in fully vested shares; no options or performance share metrics for directors.

Other Directorships & Interlocks

Current public boards: Johnson Controls International plc; McKesson Corporation; SiteOne Landscape Supply, Inc.
Compensation Committee interlocks/insider participation: None for Compensation & People Development Committee members in 2024; no relationships requiring disclosure under Related Person Transactions Policy.

Expertise & Qualifications

Clean energy and environmental/regulatory insight as a solar developer; deep cross‑functional IT application experience across sectors.
Skills align with Duke’s strategic needs in technology, energy transition, and governance; NACD Board Leadership Fellow credential.

Equity Ownership

Item	Value	Notes
Total shares beneficially owned	7,032	As of March 3, 2025.
Percent of class	* (less than 1%)	Company notes “*” indicates <1% of 777,021,683 shares outstanding.
Right to acquire within 60 days	5,441	Included in SEC beneficial ownership definition; reflects units/deferrals deliverable.
Units representing common stock (Savings Plan)	7,032	Economic value equal to one DUK share; not an equity interest.
Ownership guidelines	$625,000 minimum or retain 50% of vested annual equity retainer	5x annual cash retainer; all directors in compliance as of Dec 31, 2024.
Hedging/pledging	Prohibited	No short sales, derivatives, margin accounts, or pledging DUK securities.

Governance Assessment

Strengths: Independent status, strong attendance culture, and service on two oversight‑critical committees (Compensation & People Development; Operations & Nuclear Oversight). Committee frameworks use independent consultant FW Cook, prohibit conflicts, and oversee human capital and nuclear safety/cybersecurity—supporting robust risk oversight.
Alignment: Director pay mixes cash and fully‑vested equity with deferral options and stringent stock ownership requirements; hedging/pledging banned—supports shareholder alignment.
Other boards: Three concurrent public directorships within Duke’s overboarding limits (≤4 other boards without approval); monitor bandwidth but policy compliance reduces concern.
Conflicts/related party: No Compensation Committee interlocks or related‑party relationships requiring disclosure for committee members in 2024; Board independence affirmed annually.
Engagement: Board conducts executive sessions at each regular meeting and engages shareholders extensively (40% of shares engaged in 2024), indicating strong governance and responsiveness.

RED FLAGS: None disclosed regarding hedging/pledging, related‑party transactions, or committee interlocks for Dunbar in 2024.