William E. Webster, Jr.
Duke EnergyAbout William E. Webster, Jr.
Independent director at Duke Energy since 2016; age 71. Retired Executive Vice President of Industry Strategy at the Institute of Nuclear Power Operations (INPO) with 34 years in nuclear oversight and operations; recipient of the 2022 Henry DeWolf Smyth Nuclear Statesman Award (ANS/NEI). Currently serves as Chairman of the Japan Nuclear Safety Institute. Core credentials: deep nuclear safety, regulatory interface with NRC post-Fukushima, and risk management guideline development for the nuclear industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute of Nuclear Power Operations (INPO) | Executive Vice President, Industry Strategy; prior leadership across Industry Evaluations, Plant Support, Engineering Support, Plant Analysis & Emergency Preparedness | 34 years at INPO; retired June 2016 | Led industry nuclear safety and reliability oversight; developed risk management guidelines; interfaced with NRC on new nuclear safety rules post-Fukushima |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Japan Nuclear Safety Institute | Chairman | Current | International nuclear safety leadership; complements Duke’s Operations & Nuclear Oversight work |
| Other public company boards | None | N/A | No current public company directorships, reducing interlock/conflict risk |
Board Governance
- Independence: Listed as an Independent director; Duke’s Board determined all non-employee directors (13 of 14 nominees) are independent under NYSE and SEC standards .
- Committee assignments: Member, Corporate Governance Committee; Member, Operations and Nuclear Oversight Committee; no chair roles .
- Committee activity focus:
- Corporate Governance (5 meetings in 2024): oversees corporate governance, director nominations, independence determinations, related person transaction reviews, political expenditures, sustainability, and shareholder engagement .
- Operations and Nuclear Oversight (4 meetings in 2024): reviews nuclear safety, operational and financial performance, nuclear cybersecurity, environmental/health/safety goals, and overall generation asset performance; regularly visits operating nuclear stations .
- Attendance & engagement: Board held 7 meetings in 2024 with ~99% overall director attendance; all directors exceeded 75% threshold and attended the 2024 Annual Meeting; independent directors meet in executive session at each regularly scheduled Board meeting (five executive sessions in 2024) .
- Overboarding policy: Maximum of four other public company boards without approval; all directors in compliance .
Fixed Compensation
Director compensation is a mix of cash retainers and fully vested stock retainer grants; directors may defer cash and/or stock under the Directors’ Savings Plan. Stock ownership guideline equals five times annual cash retainer ($625,000) or retention of 50% of vested annual equity retainer; all directors in compliance as of Dec 31, 2024 .
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $135,000 | $135,000 |
| Stock Awards ($) | $175,000 (1,784 shares granted May 2023) | $175,000 (1,699 shares granted May 2024) |
| All Other Compensation ($) | $3,755 (Business travel accident insurance $255; charitable contributions $3,500) | $11,256 (Business travel accident insurance $256; charitable contributions $11,000) |
| Total ($) | $313,755 | $321,256 |
| Deferral elections | Deferred 2023 cash compensation; deferred 2023–2024 stock retainer shares under Directors’ Savings Plan | Deferred 2024 cash compensation; deferred 2024–2025 stock retainer shares under Directors’ Savings Plan |
Performance Compensation
Directors do not receive performance-based pay; equity is delivered as fully vested shares (annual stock retainer). No option awards, PSUs, or STI metrics apply to directors.
| Performance-based components | 2023 | 2024 |
|---|---|---|
| Director performance pay | Not applicable (cash retainer + fully vested stock retainer only) | Not applicable (cash retainer + fully vested stock retainer only) |
Policy protections: Clawback applies to certain compensation; hedging and pledging of Duke Energy securities are prohibited for directors and related persons .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Nonprofit/industry roles | Chairman, Japan Nuclear Safety Institute |
| Compensation committee interlocks (context) | Compensation & People Development Committee disclosed no interlocks or insider participation in 2024; Webster is not a member of that committee |
Expertise & Qualifications
- Nuclear operations and safety: Decades of industry oversight and operational expertise, including risk management and environmental reporting specific to nuclear .
- Regulatory & risk: Direct interface with NRC on safety rules post-Fukushima; developed nuclear risk management guidelines .
- Governance: Member of Corporate Governance Committee overseeing board composition, independence, sustainability, political expenditures, and shareholder engagement .
Equity Ownership
| Metric | As of Mar 1, 2024 | As of Mar 3, 2025 |
|---|---|---|
| Total shares beneficially owned | 4,863 | 5,190 |
| Percent of class | * (<1%) | * (<1%) |
| Units in Directors’ Savings Plan (economic equivalents) | 15,987 | 18,335 |
| Shares acquirable within 60 days | 3,802 | 4,130 |
| Hedging/pledging policy | Prohibited for directors and related persons | Prohibited for directors and related persons |
| Ownership guideline compliance | All directors compliant as of Dec 31, 2024 | All directors compliant as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent status; highly relevant nuclear safety and risk management expertise aligned with Operations & Nuclear Oversight mandate; active role on Corporate Governance Committee; strong attendance; compliance with stock ownership guidelines and anti-hedging/pledging policy—supporting alignment and investor protection .
- Alignment signals: Deferral of cash and equity retainers into the Directors’ Savings Plan increases exposure to Duke equity economics; annual equity delivered as fully vested shares encourages ongoing ownership .
- Potential conflict considerations: No current public company boards, reducing interlocks; external chairmanship at Japan Nuclear Safety Institute is industry-related and complements nuclear oversight—monitor for any policy or advocacy intersections, with related-person transaction reviews overseen by the Corporate Governance Committee .
- Committee workload and oversight: Participation on two independent committees (governance and nuclear) that address material risks (cybersecurity for nuclear assets, environmental/health/safety performance, political spending and sustainability oversight), which are salient to investor confidence in a regulated utility .