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Welcome to the Duke Energy

Annual Meeting
of Shareholders

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March 21, 2022

Dear Fellow Shareholders:

I am pleased to invite you to Duke Energy’s Annual Meeting to be held on Thursday, May 5, 2022, at 1:00 p.m. Eastern time. We look forward to updating you at the Annual Meeting on our strategy and areas of focus and progress in 2021, as well as plans for the future of Duke Energy.

We have made progress over the past year on our path to reach our goals to achieve at least 50% reduction in CO2 emissions by 2030 from electricity generation and net-zero CO2 emissions by 2050 from electricity generation, as well as the goal of our natural gas local distribution business to reach net-zero methane emissions by 2030. In addition, earlier this year we announced the expansion of our net-zero by 2050 goal to include Scope 2 emissions and certain Scope 3 emissions. We also announced a goal to exit coal generation by 2035, subject to regulatory approvals. The progress we made in 2021 on our climate strategy and further details on our goals are discussed in this proxy statement.

We also improved and streamlined our internal governance, including committee structures and policies, so that we can accelerate strategic decision-making, translate our long-term climate strategy into near-term goals and accountabilities, and deploy people and resources to deliver on priority items.

In addition to this progress on our climate-related goals, we delivered adjusted earnings in the top half of our 2021 earnings guidance range and continued our dividend commitment for the 95th consecutive year.

The path forward for our Company has a clear destination: achieve net-zero carbon emissions from electricity generation by 2050. Foundational to our strategy execution efforts are safety, operational excellence, and a diverse and inclusive workforce.

This proxy statement contains information about our Board’s oversight of Duke Energy’s strategy, performance, and risks, as well as our ESG practices. It also describes the outreach we had in the past year with you – our fellow shareholders – and how that feedback has influenced the work that we are doing at Duke Energy.

Annual Meeting Details

This year’s Annual Meeting will once again be held exclusively via live webcast. The online format has successfully expanded our ability to connect with shareholders from all over the world while still providing you the same opportunities to vote and ask questions that you would have had at an in-person meeting, including by submitting questions in writing in advance of the Annual Meeting on our pre-meeting forum at proxyvote.com. An audio broadcast of the Annual Meeting will also be available by phone toll-free at 800.289.0720, confirmation code 6176182. Details regarding how to participate in the Annual Meeting via live webcast, as well as the items to be voted on, are described in the accompanying Notice of Annual Meeting of Shareholders, “Rules of Conduct for the Annual Meeting” on page 1 of the Proxy Summary, and in the “Frequently Asked Questions and Answers About the Annual Meeting” on page 76 of this proxy statement.

Please review this proxy statement prior to voting as it contains important information relating to the business of the Annual Meeting. Page 77 contains instructions on how you can vote your shares online, by phone, or by mail. We encourage you to vote and share your feedback with us, and hope you can participate in the Annual Meeting.

Thank you for your continued investment in Duke Energy.

Sincerely,

Lynn J. Good
Chair, President and CEO

Letter from the Board of Directors

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Michael G. Browning
Independent Lead Director

Dear Fellow Shareholders:

It is our great honor to serve as independent members of the Board with our Chair, President and CEO, Lynn Good, who has skillfully positioned Duke Energy as a leader while the utility industry navigates rapid changes. We are a diverse, engaged, and experienced group of directors who are deeply committed to sound corporate governance, human capital management, executive compensation, and risk management policies and practices to ensure that Duke Energy operates responsibly and efficiently and achieves long-term sustainable value for our fellow shareholders. The varied perspectives of this Board allow us to actively oversee the most important issues facing Duke Energy.

In 2021, the Board helped to guide the Company through challenges, including the continuing pandemic, which changed the way many of our employees work. The Board has also continued to oversee Duke Energy’s progress on our clean energy transition, leading to the expansion of our previously announced goals to reach net-zero methane emissions from our natural gas local distribution business by 2030 and to reach net-zero emissions from electricity generation by 2050. The expanded goals, to reach net-zero by 2050 for the Company's Scope 2 emissions and certain Scope 3 emissions, were announced in February 2022 and are further detailed in this proxy statement.

We also continued our annual shareholder engagement program, having conversations with holders of over one-third of our outstanding common shares in the spring and fall. We held numerous conversations with shareholders and stakeholders outside of our shareholder engagement program, and the feedback we have gathered from these engagements has helped the Board shape our policies, practices, and disclosures.

The Board itself has also continued to evolve. We added five new directors in the last 12 months. These directors have been outstanding additions to our Board, bringing diversity of background, skills, and perspectives that are invaluable to the Board and the Company as we oversee the Company’s strategy and risks. In 2022, we will say goodbye to Michael Browning, who is retiring at the Annual Meeting. Michael has wisely led this Board as Independent Lead Director since 2016. His commitment to the Company and our shareholders has helped to guide and shape this Board during his tenure. Ted Craver will be assuming the role upon Michael’s retirement, and we look forward to his leadership in 2022.

Thank you for your continued support of our Company. We look forward to continuing our dialogue with shareholders at the 2022 Annual Meeting and throughout the year.

Sincerely,

Michael G. Browning
Derrick Burks
Annette K. Clayton
Theodore F. Craver, Jr.
Robert M. Davis
Caroline Dorsa

W. Roy Dunbar
Nicholas C. Fanandakis
John T. Herron
Idalene F. Kesner

E. Marie McKee
Michael J. Pacilio
Thomas E. Skains
William E. Webster, Jr.

Notice of 2022
Annual Meeting of
Shareholders

Items of Business		Board’s Voting Recommendation
1	Election of Directors
2	Ratification of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2022
3	Advisory vote to approve Duke Energy’s named executive officer compensation
4	Shareholder proposal, if properly presented at the meeting
5	Any other business that may properly come before the meeting (or any adjournment or postponement of the meeting)

	Vote Now
	By Internet			By Mailing Your Proxy Card
	Visit 24/7 proxyvote.com			Vote, sign your proxy card, and mail free of postage
	By Phone			Participate in the Annual Meeting
	Call toll free 24/7 at 800.690.6903 or by calling the number provided by your broker, bank, or other nominee if your shares are not registered in your name			You will need the 16-digit control number, which can be found on your Notice, on your proxy card, and on the instructions that accompany your proxy materials

Meeting Date: May 5, 2022

Record Date: March 7, 2022

Only holders of record of Duke Energy common stock as of the close of business on the record date are entitled to participate in, vote, and ask questions at the Annual Meeting.

Webcast: duke-energy.onlineshareholdermeeting.com

To participate in the Annual Meeting via live webcast at duke-energy.onlineshareholdermeeting.com, you will need the 16-digit control number, which can be found on your Notice, on your proxy card, and on the instructions that accompany your proxy materials. Those who are not shareholders as of the record date may view the Annual Meeting as guests.

The Annual Meeting will begin promptly at 1:00 p.m. Eastern time. Online check-in will begin at 12:30 p.m. Eastern time.

Audio Broadcast:

Shareholders and guests may also listen to an audio broadcast of the Annual Meeting by phone toll-free at 800.289.0720, confirmation code 6176182.

Pre-Meeting Information:

On our pre-meeting forum at proxyvote.com, shareholders of record can submit questions in writing in advance of the Annual Meeting, access copies of proxy materials, and vote. Because we will be providing our proxy materials to our shareholders electronically, most of our shareholders will receive only the Notice containing instructions on how to access the proxy materials electronically and vote online, by phone, or by mail. If you would like to request paper copies of the proxy materials, you may follow the instructions on your Notice.

	Dated: March 21, 2022			By order of the Board of Directors,

				Kodwo Ghartey-Tagoe Executive Vice President, Chief Legal Officer and Corporate Secretary

RULES OF CONDUCT FOR THE ANNUAL MEETING

Duke Energy strives to provide our shareholders at the online-only Annual Meeting the same rights that they would have had at an in-person meeting and an enhanced opportunity for participation and discourse.

•

Shareholders who have submitted a proposal for the Annual Meeting are given the choice of recording the presentation of their proposal in advance or presenting their proposal live via a third-party operated telephone line.

•

A representative of Broadridge Financial Solutions has been appointed as the independent inspector of elections.

•

Shareholders as of the record date who would like to submit questions in writing in advance of the Annual Meeting may do so by visiting our pre-meeting forum at proxyvote.com using their 16-digit control number.

•

Shareholders participating in the Annual Meeting live via webcast may also submit questions in writing during the Annual Meeting. Shareholders are encouraged to provide their name and contact information in case the Company needs to contact them after the Annual Meeting.

•

Individuals who are not shareholders as of the record date who are interested in viewing or listening to the Annual Meeting will be allowed to check-in to duke-energy.onlineshareholdermeeting.com to view the Annual Meeting as a guest, or listen to the Annual Meeting toll-free at 800.289.0720, confirmation code 6176182.

•

Questions submitted by shareholders will be read during the Annual Meeting unedited. Of course, questions that are of an inappropriate personal nature or that use offensive language will not be read at the Annual Meeting or posted on our website after the Annual Meeting. Questions regarding technical issues related to the Annual Meeting will be referred to technical support personnel to respond separately. Similarly, questions regarding the availability or location of proxy materials will be responded to separately.

•

We will post answers to all questions received in advance of or during the Annual Meeting, including those questions that we do not answer during the Annual Meeting, on our website at duke-energy.com/our-company/investors/financial-news under “05/05/2022 – Annual Meeting of Shareholders.” All unedited questions and the answers to those questions, as well as a video replay of the Annual Meeting, will be available on our website until the release of the proxy statement for the 2023 Annual Meeting.

•

Questions on topics that have been previously asked and answered during the Annual Meeting will be answered after the Annual Meeting and posted on our website at duke-energy.com/our-company/investors/financial-news under “05/05/2022 – Annual Meeting of Shareholders” along with all other submitted questions.

•

The Question and Answer portion of the Annual Meeting will end upon the earlier of 2:00 p.m. Eastern time, or after all question topics that are not of an inappropriate nature have been answered.

GLOSSARY OF TERMS

To enhance the readability of this year’s proxy statement, we added a Glossary of Terms beginning on page 81, which includes all defined terms in this proxy statement.

BUILDING A SMARTER ENERGY FUTURE®

DUKE ENERGY 2022 PROXY STATEMENT 1

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider. You should read the entire proxy statement carefully before voting. Page references and website addresses are supplied to help you find additional information in this proxy statement and elsewhere. Information provided on websites linked to this proxy statement is not incorporated by reference into this proxy statement.

Who We Are

Headquartered in Charlotte, North Carolina, Duke Energy is one of the largest energy holding companies in the United States, providing electricity to approximately 8.2 million retail electric customers in six states and natural gas distribution services to 1.6 million customers in five states. We own approximately 50,259 MW of electric generating capacity in North Carolina, South Carolina, the Midwest, and Florida, and approximately 3,554 MW of generating capacity through our commercial renewables business, which owns and operates diverse power generation assets throughout North America, including a portfolio of renewable wind, solar, energy storage, and microgrid projects. More information about Duke Energy is available on our website at duke-energy.com.

Voting Information

Broker
Non-Votes*

Abstentions

Votes
Required for
Approval

Proposal 1:
Election of Directors (page 11)
The Board recommends you vote FOR each Nominee

Do not count

Majority of votes
cast, with a
resignation policy

Proposal 2:
Ratification of Deloitte & Touche LLP as Duke Energy’s independent registered public accounting firm for 2022 (page 39)
The Board recommends you vote FOR this proposal

Brokers have
discretion to
vote

Vote against

Majority of shares
represented

Proposal 3:
Advisory vote to approve Duke Energy’s named executive officer compensation (page 41)
The Board recommends you vote FOR this proposal

Do not count

Vote against

Majority of shares
represented

Proposal 4:
Shareholder proposal regarding shareholder right to call for a special shareholder meeting (page 73)
The Board recommends you vote AGAINST this proposal

Do not count

Vote against

Majority of shares
represented

NYSE rules state that if your shares are held through a broker, bank, or other nominee, they cannot vote on nondiscretionary matters without your instruction.

2 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

PROXY SUMMARY

Our Purpose

Duke Energy’s purpose is to power the lives of our customers and the vitality of our communities. Alongside our purpose is our core set of values and leadership imperatives that combined act as our guide. Our core values are focused on safety, integrity, and service, as well as our leadership imperatives that define our behavioral expectations and challenge us to become better. Together, our values and leadership imperatives influence how we make decisions and interact with each other, as well as with our customers and communities.

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Our Strategy and Goals

Duke Energy has integrated our climate strategy into our business strategy – to safely transform and ready our system by investing in new and existing carbon-free technology, modernizing our gas and electric infrastructure, and expanding and integrating efficiency and demand management programs. As we transition our business to cleaner sources of energy, we are focused on delivering sustainable value for our customers and shareholders by maintaining affordability and leveraging business transformation to exceed customer expectations, optimizing investments to drive attractive shareholder returns, and providing new product offerings and solutions that deliver growth and customer value. To achieve these major milestones, we are shaping the landscape by partnering with stakeholders, championing public policy that advances innovation, and advancing regulatory models that support carbon and methane emission reductions.

In 2019 and 2020, Duke Energy established Scope 1 emission(1) reduction goals for our electric and natural gas local distribution business units. In February 2022, we updated our emission reduction goals for the electric and gas business to include Scope 2(2) and certain Scope 3 emissions(3). We also announced that we would be targeting energy generated from coal to represent less than 5% of total generation by 2030 and to fully exit coal generation by 2035, subject to regulatory approvals(4).

Our Greenhouse Gas Emission Reduction Goals

2030

Electric Utilities

•

At least 50% reduction in CO2 emissions from 2005 levels from electricity generation (Scope 1 emissions)

Natural Gas Local
Distribution Business

•

Reduction in methane emissions to net-zero (Scope 1 emissions)

2050

Electric Utilities

•

Net-zero CO2 emissions from electricity generation (Scope 1 emissions)

•

Net-zero CO2 emissions from electricity purchased for Company use (Scope 2 emissions)

•

Net-zero greenhouse gas emissions from the power we purchase for resale and from the procurement of fossil fuels used for generation (Scope 3 emissions)

Natural Gas Local
Distribution Business

•

Net-zero emissions from upstream methane and carbon emissions related to purchased gas and downstream carbon emissions from customers’ consumption (Scope 3 emissions)

(1)

Scope 1 emissions are direct emissions from company-owned and controlled resources. Duke Energy’s Scope 1 emission reduction goal includes only Scope 1 CO2 emissions from electricity generation and methane emissions from our natural gas local distribution business.

(2)

Scope 2 emissions are indirect emissions from the generation of energy purchased from a utility provider for the Company’s own use.

(3)

Scope 3 emissions are all other indirect emissions not included in Scope 2 that are linked to a company’s operations, including upstream and downstream emissions.

(4)

Contemplates retiring the Edwardsport coal gasifiers by 2035 or adding carbon capture utilization and storage to reduce carbon emissions.

BUILDING A SMARTER ENERGY FUTURE®

DUKE ENERGY 2022 PROXY STATEMENT 3

PROXY SUMMARY

Our Workforce

The energy industry is in the midst of a massive transformation, and Duke Energy needs an innovative, talented team of professionals who represent the diversity of the customers we serve as a foundation for success. An empowered, diverse and inclusive workplace make us a stronger company and provides a competitive advantage for connecting with the ever-changing needs of our customers and communities.

27,605
Employees

18.3%
Union

23.9%
Female

19.6%
People of Color

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Creating a great place to work

The Company is being intentional about our actions to support our employees and attract diverse talent. We work hard to help ensure that all employees feel that they have an equitable and inclusive experience by leveraging our employee resource groups, as well as diversity and inclusion councils.

	Support for Employee Well-Being			We support our employees physically, emotionally, and financially through our wellness and mental health programs and provide webinars and coaching focused on improving financial wellness.
	Diversity & Inclusion Learning Programs			We have developed a portfolio of training for all employees to build our knowledge and understanding of diversity, equity, and inclusion, and build skills and capabilities for creating a more inclusive workplace.
	Fair and Equitable Compensation			The Company is committed to providing market competitive, fair, and equitable compensation by regularly reviewing employee pay. We conduct internal pay equity reviews and benchmarking against peer companies to ensure our pay is competitive.
	Attracting Diverse Talent			We continuously evaluate our practices across the hiring life cycle to attract a talented and diverse workforce to deliver on our commitments to customers. We have a dedicated team focused on building relationships with four-year colleges and technical schools, as well as community organizations to strengthen diversity in our future pipeline of talent. In 2021, we partnered to create a HBCU Energy Leadership Pathway pilot program with four HBCUs located in North Carolina and South Carolina. This program will provide students of color with mentoring, internships, and access to the rapidly evolving clean energy workforce.
	Courageous Conversations			“Let’s Talk About It” is a series of organized employee events the Company held around difficult but necessary and thought-provoking topics that help build understanding and awareness and support an inclusive workplace. In 2021, we had 50 sessions with nearly 6,000 employees attending.

4 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

PROXY SUMMARY

Shareholder Engagement Highlights (pages 25 and 42)

As part of our commitment to corporate governance, we have a track record of engaging with shareholders year-round to discuss and respond to their feedback. In 2021, we reached out to holders of approximately 36% of our outstanding

common shares and held meetings with the holders of more than one-third of our outstanding shares, some of which included participation by members of the Board, including our Independent Lead Director, Michael Browning.

The agenda for these conversations spanned a variety of topics:

Environmental
The Company's progress on its goal to reach net-zero carbon emissions from electricity generation by 2050

Social
Our human capital management and diversity, equity, and inclusion initiatives

Governance
Board oversight, diversity, skills, and the changes to the Company's Political Expenditures Policy

Duke Energy disclosures in response to shareholder feedback

The Company has also prepared numerous disclosures, which are located on the Company’s ESG website at www.duke-energy.com/our-company/esg, which were provided, in part, in response to shareholder feedback on areas of interest, including:

•

Annual ESG Report (formerly known as the Sustainability Report)

•

2017 and 2020 Climate Reports, which are aligned with the recommendations of the TCFD

•

Semi-annual Corporate Political Expenditures Report

•

Annual Trade Association Climate Review

•

SASB disclosures

•

EEI/AGA template disclosure

•

GRI disclosures

Environmental, Social, and Governance Highlights

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6 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

PROXY SUMMARY

Corporate Governance Highlights (page 31)

	Independence				• Independent Lead Director with clearly defined roles and responsibilities • Independent Board committees • Independent directors meet in executive session at each regularly scheduled Board meeting
	Shareholder Rights				• Ability for shareholders to nominate directors through proxy access • Robust year-round shareholder engagement program, including director involvement • Ability for shareholders to take action by less than unanimous written consent • Ability for shareholders to call a special shareholder meeting • Board responsiveness to majority support of shareholder proposals • Each share of common stock is equal to one vote
	Good Governance Practices				• Majority voting for directors with mandatory resignation policy and plurality carve out for contested elections • Annual Board, committee, and director assessments • Clearly defined environmental and social initiatives and goals • Annual election of all directors • Policy to prohibit all hedging and pledging of corporate securities • Regular Board refreshment

Executive Compensation Highlights (page 42)

Our executive compensation program is designed to:

Link Pay to Performance

Attract and Retain talented executive officers and key employees

Emphasize Performance-Based Compensation to motivate executives and key employees

Reward Individual Performance

Encourage Long-Term Commitments to Duke Energy and align the interests of executives with shareholders

We meet these objectives through the appropriate mix of compensation, including base salary, short-term and long-term incentives, consisting of performance shares and RSUs.

	COMPENSATION COMPONENTS
	Base Salary	STI	LTI
Link pay to performance
Attract and retain talented executives and key employees
Emphasize performance-based compensation to motivate executives and key employees
Reward individual performance
Encourage long-term commitment to Duke Energy and align the interests of executives with shareholders

BUILDING A SMARTER ENERGY FUTURE®

DUKE ENERGY 2022 PROXY STATEMENT 7

PROXY SUMMARY

Key Compensation Features

Following are key features of our executive compensation program:


	AT DUKE ENERGY WE…			AT DUKE ENERGY WE DO NOT…
	Integrate key performance metrics in our incentive plans relating to environmental, climate, safety, and customer initiatives			Provide tax gross-ups to NEOs
	Require significant stock ownership, including 6x base salary for our CEO and 3x base salary for other NEOs			Permit hedging or pledging of Duke Energy securities
	Maintain a stock retention policy			Provide “single trigger” vesting of stock awards upon a change in control
	Tie equity and cash-based incentive compensation to a clawback policy			Provide employment agreements to a broad group
	Use an independent compensation consultant retained by and reporting directly to the Compensation and People Development Committee to advise on compensation matters			Encourage excessive or inappropriate risk-taking through our compensation program
	Review tally sheets on an annual basis			Provide excessive perquisites
	Consider shareholder feedback and the prior year’s “say-on-pay” vote			Provide dividend equivalents on unearned performance shares
	Require that equity awards must be subject to a one-year minimum vesting period, subject to limited exceptions
	Disclose performance targets for the performance share cycle granted in the most recent year

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8 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

PROXY SUMMARY

Our Board Nominees (page 11)

Our Board regularly and diligently reviews its composition to ensure that its collective membership has the skills to meet the needs of our business and reflects a diversity of perspectives and experiences. All nominees have the highest level of professional integrity.

Name
Independence, Age, Tenure
Position

Gender
Diversity

Racial, or
Ethnic
Diversity

Other
Public
Boards

Audit

Compensation
and People
Development

Corporate
Governance

Finance
and
Risk
Management

Operations
and
Nuclear
Oversight

Derrick Burks

Independent, 65, 2022
Retired Managing
Partner of Ernst & Young, LLP,
Indianapolis office

Equity LifeStyles
Properties ELS and
Kite Realty
Group Trust KRG

●

Annette K. Clayton

Independent, 58, 2019
President and CEO, North America Operations,
Schneider Electric SA

NXP
Semiconductors N.V.

●

Theodore F. Craver, Jr.

Independent, 70, 2017
Retired Chairman, President and CEO,
Edison International

Wells Fargo &
Company

●

Robert M. Davis

Independent, 55, 2018
President and CEO, Merck

Merck

●

Caroline Dorsa

Independent, 62, 2021
Retired Executive Vice President and CFO,
Public Service Enterprise Group Incorporated

Biogen Inc.,
Illumina, Inc., and
Intellia
Therapeutics, Inc.

●

W. Roy Dunbar

Independent, 60, 2021
Retired Chairman and CEO of Network
Solutions, LLC

Johnson Controls
International, PLC
and SiteOne
Landscape
Supply, Inc.

●

Nicholas C. Fanandakis

Independent, 65, 2019
Retired Executive Vice President,
DuPont de Nemours, Inc. (fka DowDuPont, Inc.)

FTI Consulting,
Inc. and ITT Inc.

●

Lynn J. Good

Executive Director, 62, 2013
Chair, President and CEO,
Duke Energy Corporation

The Boeing
Company

John T. Herron

Independent, 68, 2013
Retired President, CEO and Chief Nuclear
Officer, Entergy Nuclear

None

●

Idalene F. Kesner

Independent, 64, 2021
Dean, Indiana University Kelley School of Business

Berry Global Group, Inc.
and Olympic Steel, Inc.

●

E. Marie McKee

Independent, 71, 2012
Retired Senior Vice President,
Corning Incorporated

None

●

Michael J. Pacilio

Independent, 61, 2021
Retired Executive Vice President and
COO, Exelon Generation, Exelon Corp.

None

●

Thomas E. Skains

Independent, 65, 2016
Retired Chairman, President and CEO,
Piedmont Natural Gas Company, Inc.

National Fuel Gas
Company and
Truist Financial
Corporation

●

William E. Webster, Jr.

Independent, 68, 2016
Retired Executive Vice President,
Institute of Nuclear Power Operations

None

●

BUILDING A SMARTER ENERGY FUTURE®

DUKE ENERGY 2022 PROXY STATEMENT 9

PROXY SUMMARY

Our Board Composition*

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Diversity of Skills, Qualifications, and Experience*

Our Board exhibits a diverse range of skills and experience that collectively creates a well-rounded perspective suitable to protecting the interests of shareholders. The table below denotes the areas of expertise we value and the number of directors with that expertise or experience.


					Customer Service experience is important as Duke Energy focuses on meeting customer expectations and transforming the customer experience.				9
					Cybersecurity/Technology experience is important in overseeing the security of Duke Energy’s business and operational technical systems, including customer experience, financial systems, and internal and grid operations.				9
					ESG experience is important as incorporating sustainable business operations into our Duke Energy’s actions is vital to the success of our strategy.				11
					Human Capital Management experience is important in overseeing the needs of our workforce – Duke Energy’s most critical resource.				6
					Industry experience is important in understanding the unique technical, regulatory, and financial aspects of the utility industry.				9
					Regulatory/Government experience is important in understanding the regulated nature of the utility industry, including environmental regulations.				12
					Risk Management experience is important in overseeing a myriad of risks, including operational, financial, strategic, and reputational risks that affect our business.				13

Information provided for director nominees

10 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

PROPOSAL 1:

ELECTION OF DIRECTORS

The Board of Directors

The Corporate Governance Committee, comprised of only independent directors, has recommended all of the current directors as nominees for director. These individuals are discussed on pages 12 through 19 of this proxy statement.

We have a declassified Board, which means all the directors are voted on every year at the Annual Meeting. If any director is unable to stand for election, the Board may reduce the number of directors or designate a substitute. In that case, shares represented by proxies may be voted for a substitute

director. We do not expect that any nominee will be unavailable or unable to serve.

Our Principles for Corporate Governance includes a director tenure policy in addition to a retirement policy, which is described in more detail on page 31. Pursuant to this policy, Michael Browning will be retiring at the 2022 Annual Meeting. We appreciate the contributions of Mr. Browning during his service to Duke Energy.

Majority Voting for the Election of Directors

Under Duke Energy’s By-Laws, in an uncontested election at which a quorum is present, a director-nominee will be elected if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast as “WITHHOLD” from that nominee’s election. Abstentions and broker non-votes do not count. In addition, Duke Energy has a resignation policy in our Principles for Corporate Governance, which requires an incumbent director who has more votes cast as “WITHHOLD”

from that nominee’s election than votes cast “FOR” his or her election to tender his or her letter of resignation for consideration by the Corporate Governance Committee.

In contested elections, directors will be elected by plurality vote. For purposes of the By-Laws, a “contested election” is an election in which the number of nominees for director is greater than the number of directors to be elected.

BUILDING A SMARTER ENERGY FUTURE®

DUKE ENERGY 2022 PROXY STATEMENT 11

PROPOSAL 1:ELECTION OF DIRECTORS

Biographical Information, Skills, and Qualifications of our Board Nominees

Derrick Burks
Independent Director Nominee
	Age: 65 Director of Duke Energy since 2022 Retired Managing Partner of Ernst & Young, LLP, Indianapolis office	Committees: • Audit Committee • Finance and Risk Management Committee Other current public directorships: • Equity LifeStyles Properties ELS • Kite Realty Group Trust KRG

Mr. Burks retired from the public accounting firm of Ernst & Young, LLP in 2017, where he served as managing partner of the Indianapolis office for 13 years. Prior to this time, Mr. Burks worked for 24 years for the public accounting firm of Arthur Andersen, where he served for three years as managing partner of the Indianapolis office.

		Skills and qualifications:
		Mr. Burks’ qualifications for election include his experience as an independent public accountant for large corporations and public companies requiring SEC expertise during his time with Ernst & Young and Arthur Andersen, including initial public offerings requiring SEC expertise. Throughout his career he has served companies in various industries, including energy and utilities, and obtained valuable expertise in the areas of cybersecurity and technology, environmental operations and regulations, ESG, regulatory, and risk management. His skills and experience in this area, as well as his knowledge of the Indiana service territory, are valuable additions to the Board.

Annette K. Clayton
Independent Director Nominee
	Age: 58 Director of Duke Energy since 2019 President and CEO, North America Operations, Schneider Electric SA	Committees: • Audit Committee • Operations and Nuclear Oversight Committee Other current public directorships: • NXP Semiconductors N.V.

Ms. Clayton has been President and CEO of the North America Operations of Schneider Electric, a global electrical equipment manufacturer, and a member of the Executive Committee since June 2016. She also served as Chief Supply Chain Officer from June 2016 until January 2019. From May 2011 to June 2016, she served as Executive Vice President of Schneider Electric and a Member of the Executive Committee, Hong Kong. Prior to her employment at Schneider Electric, Ms. Clayton served at Dell, Inc. as Vice President of Global Supply Chain Operations and Vice President of Dell Americas operations, and at General Motors as President of their Saturn subsidiary, Corporate Vice President of Global Quality, and a member of their strategy board. Ms. Clayton previously served on the board of directors of Polaris Inc. for 18 years until 2021.

		Skills and qualifications:
		Ms. Clayton’s qualifications for election include her experience as senior management of Schneider Electric overseeing the strategic direction and financial accountability of the company’s North America operations. In her role as President and CEO of Schneider Electric’s North America Operations, she has gained experience in customer service through her direct responsibility for the customer call centers, in cybersecurity and technology through Schneider Electric’s work with the government on cybersecurity infrastructure, and the digital transformation of their supply chain, and in environmental regulations, clean energy and ESG issues through work with Schneider Electric’s sustainability division, through her oversight of Schneider Electric’s Safety and Environment function, and as a Thought Leader on sustainable procurement for manufacturing with the World Economic Forum in Davos, Switzerland. She also has human capital management experience through her work on talent management initiatives, succession planning, and supply chain workforce planning at Schneider Electric. These skills uniquely fit the skillsets that benefit Duke Energy in our corporate strategy.

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Theodore F. Craver, Jr.
Independent Director Nominee
	Age: 70 Director of Duke Energy since 2017 Retired Chairman, President and CEO, Edison International	Committees: • Audit Committee (Chair) • Finance and Risk Management Committee Other current public directorships: • Wells Fargo & Company

Mr. Craver was Chairman, President and CEO of Edison International, the parent company of a large California utility and various competitive electric businesses, from 2008 until his retirement in 2016. From 2005 to 2007, Mr. Craver served as CEO of Edison Mission Energy, a subsidiary of Edison International. Prior to his appointment as CEO of Edison Mission Energy, Mr. Craver served as CFO of Edison International from 2000 to 2004. He started at Edison International in 1996 after leaving First Interstate Bancorp, where he was Executive Vice President and Corporate Treasurer. Mr. Craver is a former member of the ESCC, the organization that is the principal liaison between the federal government and the electric power sector responsible for coordinating efforts to prepare for, and respond to, national-level disasters or threats to critical infrastructure. Mr. Craver currently serves as a Senior Advisor to Blackstone’s Global Infrastructure Fund and as a Senior Advisor to Bain & Company. He is also a member of the Economic Advisory Council of the Federal Reserve Bank of San Francisco, on the Board of Advisors of Mobility Impact Partners, and, in 2019, joined the Advisory Board of the Center on Cyber and Technology Innovation, which is a research institute focusing on national security and foreign policy. Mr. Craver will serve as Independent Lead Director upon Michael Browning’s retirement at the Annual Meeting.

		Skills and qualifications:
		Mr. Craver’s qualifications for election include his experience as CEO of Edison International, which gives him in-depth knowledge of the utility industry and the regulatory arena, including environmental regulations, as well as his financial and risk management experience obtained as a CFO at Edison International, and at First Interstate Bancorp as the Chair of the Asset and Liability Committee, which was responsible for the oversight of risk management within the organization. Mr. Craver’s experience in the industry also gives him a keen awareness of the needs of utility customers during this time of industry change. In addition, Mr. Craver’s experience with grid cybersecurity as a member of the Steering Committee of the ESCC and as a member of the Advisory Board of the Center on Cyber and Technology Innovation gives him insight into this crucial area for Duke Energy. In 2018, he earned the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.

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PROPOSAL 1:ELECTION OF DIRECTORS

Robert M. Davis
Independent Director Nominee
	Age: 55 Director of Duke Energy since 2018 President and CEO, Global Services, Merck	Committees: • Corporate Governance Committee • Finance and Risk Management Committee (Chair) Other current public directorships: • Merck

Mr. Davis has been President and CEO of Merck, a global health care company that provides prescription medicines, vaccines, and other health solutions, since July 2021. He became President in April 2021. Prior to that he had been CFO at Merck since April 2014 and CFO and Executive Vice President, Global Services since 2016. Prior to Merck, Mr. Davis worked for Baxter International, Inc. as Corporate Vice President and President of Medical Products from 2010 to 2014, Corporate Vice President and President of Baxter International’s renal business in 2010, Corporate Vice President and CFO from 2006 to 2010, and Treasurer from 2004 to 2006. Mr. Davis previously served on the board of directors of C.R. Bard until its merger with Becton, Dickinson and Company in December 2017.

		Skills and qualifications:
		Mr. Davis’ qualifications for election include his significant experience in regulatory matters, finance, and risk management obtained during his service as the CEO of Merck and as CFO prior to that. During his service as CFO, enterprise risk management and finance were within his areas of responsibility. In addition, he gained significant experience in these areas while serving in a variety of management and finance roles at Baxter International. Mr. Davis’ legal knowledge, obtained when he earned his Doctor of Jurisprudence, adds additional insight to the Board’s discussions of legal and risk issues. Mr. Davis also has significant experience with technology and cybersecurity as a result of his direct oversight of those areas during his time as CFO of Merck and at Baxter International. Mr. Davis’ experience at Merck provides valuable insight into navigating an industry undergoing rapid transformation.

Caroline Dorsa
Independent Director Nominee
	Age: 62 Director of Duke Energy since 2021 Retired Executive Vice President and CFO, Public Service Enterprise Group Incorporated	Committees: • Audit Committee • Compensation and People Development Committee Other current public directorships: • Biogen Inc. • Illumina, Inc. • Intellia Therapeutics, Inc.

Ms. Dorsa served as the Executive Vice President and CFO of Public Service Enterprise Group, a diversified energy company, from April 2009 until her retirement in October 2015, and served on its board of directors from February 2003 to April 2009. She also served in numerous senior management positions at Merck, Gilead Sciences, and Avaya prior to joining Public Service Enterprise Group. Ms, Dorsa previously served as a trustee on the boards of the Goldman Sachs Asset Management ETF and Closed End funds.

		Skills and qualifications:
		Ms. Dorsa’s qualifications for election include her financial acumen, her cybersecurity and technology experience, and her understanding of the regulatory and human capital management risks in the energy industry, gained during her time at Public Service Enterprise Group, where she served as a member of the board of directors, Executive Vice President and CFO, head of the finance department, and was directly responsible for the information technology and business development groups.

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W. Roy Dunbar
Independent Director Nominee
	Age: 60 Director of Duke Energy since 2021 Retired Chairman and CEO of Network Solutions, LLC	Committees: • Compensation and People Development Committee • Operations and Nuclear Oversight Committee Other current public directorships: • Johnson Controls International, PLC • SiteOne Landscape Supply, Inc.

Mr. Dunbar has been a developer for solar projects since retiring as Chairman and CEO of Network Solutions in October 2009. He had served as Chairman and CEO since January 2008. Mr. Dunbar also served as the President of Global Technology and Operations for MasterCard Incorporated from September 2004 until January 2008. Prior to MasterCard, Mr. Dunbar worked at Eli Lilly and Company for 14 years, serving as President of Intercontinental Operations, and earlier as Chief Information Officer. Mr. Dunbar is a National Association of Corporate Directors Board Leadership Fellow.

		Skills and qualifications:
		Mr. Dunbar’s qualifications for election include his experience and insight into environmental regulations, clean energy, ESG issues, and the energy industry during his time as a solar developer and his deep experience across a number of functional disciplines, including the application of information technology across different business sectors. The variety of these experiences in these areas, which are critical to the success of the Company’s strategy will make him a uniquely qualified addition to the Board.

Nicholas C. Fanandakis
Independent Director Nominee
	Age: 65 Director of Duke Energy since 2019 Retired Executive Vice President, DuPont de Nemours, Inc.	Committees: • Audit Committee • Finance and Risk Management Committee Other current public directorships: • FTI Consulting, Inc. • ITT Inc.

Mr. Fanandakis is a retired Executive Vice President of DuPont, a holding company with agriculture, materials science, and specialty products businesses. Mr. Fanandakis served as Executive Vice President and CFO at E.I. du Pont de Nemours and Company from 2009 until January 2019 and as Executive Vice President of DuPont until his retirement in July 2019. Prior to 2009, Mr. Fanandakis served in various plant, marketing, product management, and business director roles in the DuPont organization since 1979.

		Skills and qualifications:
		Mr. Fanandakis’ qualifications for election include his management experience gained during his career in numerous areas of DuPont. In addition to his management experience, Mr. Fanandakis’ expertise in finance, tax, banking, and risk management at a company undergoing transformation is an asset to Duke Energy’s Board.

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PROPOSAL 1:ELECTION OF DIRECTORS

Lynn J. Good
Non-Independent Director Nominee Chair
	Age: 62 Director of Duke Energy since 2013 Chair, President and CEO, Duke Energy Corporation	Committees: • None Other current public directorships: • The Boeing Company

Ms. Good has served as Chair, President and CEO of Duke Energy since January 1, 2016, and was Vice Chair, President and CEO of Duke Energy from July 2013 through December 2015. She served as Executive Vice President and CFO of Duke Energy from July 2009 through June 2013.

		Skills and qualifications:
		Ms. Good is our Chair, President and CEO and was previously our CFO. Her extensive financial and risk management background, as well as her knowledge of the affairs of Duke Energy and our business make her uniquely suited to lead our Board and Duke Energy. Her many years of experience in the utility industry, her knowledge of the associated regulatory issues, technologies, environmental regulations, and customer focus, provide valuable resources for the Board.

John T. Herron
Independent Director Nominee
	Age: 68 Director of Duke Energy since 2013 Retired President, CEO and Chief Nuclear Officer, Entergy Nuclear	Committees: • Finance and Risk Management Committee • Operations and Nuclear Oversight Committee (Chair) Other current public directorships: • None

Mr. Herron was President, CEO and Chief Nuclear Officer of Entergy Nuclear, the nuclear operations of Entergy Corporation, an electric utility, from 2009 until his retirement in 2013. Mr. Herron joined Entergy Nuclear in 2001 and held a variety of positions. He began his career in nuclear operations in 1979 and, through his career, held positions at a number of nuclear stations across the country. Mr. Herron is a director of Ontario Power Generation and also has served on the board of directors of INPO.

		Skills and qualifications:
		Mr. Herron’s qualifications for election include his knowledge and extensive insight gained as a senior executive in the utility industry, including his three decades of experience in nuclear energy. In addition to his nuclear expertise, during Mr. Herron’s career, and particularly during his time as CEO and Chief Nuclear Officer of Entergy Nuclear, he gained significant financial, regulatory, and environmental expertise, as well as an understanding of utility customers. He also obtained risk management expertise, a required skill for those tasked with overseeing the operation of nuclear power plants. Mr. Herron also had direct responsibility for the management of cybersecurity as CEO and Chief Nuclear Officer of Entergy Nuclear.

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Idalene F. Kesner
Independent Director Nominee
	Age: 64 Director of Duke Energy since 2021 Dean, Indiana University Kelley School of Business	Committees: • Corporate Governance Committee • Operations and Nuclear Oversight Committee Other current public directorships: • Berry Global Group, Inc. • Olympic Steel, Inc

Dr. Kesner is the Dean and the Frank P. Popoff Chair of Strategic Management at the Indiana University Kelley School of Business, becoming the first woman to lead the School in July 2013. Dr. Kesner joined the faculty of the Kelley School of Business in 1995, coming from a titled faculty position at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. In addition to teaching various graduate-level courses in the area of strategic management, Dr. Kesner has taught in more than 100 executive programs and served as a consultant for many national and international firms, working on strategy and board-related issues. Her research has focused on the areas of corporate boards of directors, corporate governance, and mergers and acquisitions, and she has taught a variety of management and strategy courses, including strategic management, crisis management, change management, and management consulting. Ms. Kesner previously served on numerous other public company boards, including most recently the board of Main Street America Group and American Family Insurance after its acquisition of Main Street America Group.

		Skills and qualifications:
		Dr. Kesner’s qualifications for election include her risk management, governance and strategy expertise obtained as part of her educational background, as well as her work on the boards of other highly regulated companies, and her customer service and regulatory knowledge obtained as a leader at Indiana University and a part of the Indiana state government.

E. Marie McKee
Independent Director Nominee
	Age: 71 Director of Duke Energy since 2012 Retired Senior Vice President, Corning Incorporated	Committees: • Compensation and People Development Committee (Chair) • Corporate Governance Committee Other current public directorships: • None

Ms. McKee is a retired Senior Vice President of Corning Incorporated, a manufacturer of components for high-technology systems for consumer electronics, mobile emissions controls, telecommunications, and life sciences. Ms. McKee has over 35 years of experience obtained at Corning, where she held a variety of management positions with increasing levels of responsibility, including Senior Vice President of Human Resources from 1996 until 2010, President of Steuben Glass from 1998 until 2008, and President of The Corning Museum of Glass and The Corning Foundation from 1998 until 2014.

		Skills and qualifications:
		Ms. McKee’s qualifications for election include her senior management experience in human resources, which provides her with a thorough knowledge of ESG, human capital management, and compensation practices. Her prior experience as a senior executive of Corning Incorporated has also given her excellent operating skills and an understanding of environmental regulations, technology, and risk management with regard to the manufacturing process, which aids the Board in its oversight of environmental and health and safety matters.

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DUKE ENERGY 2022 PROXY STATEMENT 17

PROPOSAL 1:ELECTION OF DIRECTORS

Michael J. Pacilio
Independent Director Nominee
	Age: 61 Director of Duke Energy since 2021 Retired Executive Vice President and COO, Exelon Generation, Exelon Corp.	Committees: • Finance and Risk Management Committee • Operations and Nuclear Oversight Committee Other current public directorships: • None

Mr. Pacilio is a retired Executive Vice President and COO of Exelon Generation, one of the largest competitive power generators in the United States, with the nation’s largest nuclear fleet and a balanced portfolio of natural gas, hydro, wind, and solar generation. Mr. Pacilio had nearly 40 years of experience at Exelon, where he held a variety of management positions within Exelon Nuclear and Exelon Generation, including President and Chief Nuclear Officer, and has held numerous leadership roles outside of Exelon, including leading the nuclear sector’s response to the Fukushima tsunami, helping to develop national industry equipment on digital equipment and cybersecurity, and roles within INPO, the World Nuclear Association, and the Nuclear Energy Institute, where he served on the executive committee of the board of directors.

		Skills and qualifications:
		Mr. Pacilio’s qualifications for election include his extensive knowledge of the nuclear industry, which relies heavily on an understanding and application of risk management and regulatory expertise. His understanding of the financial, operational, and environmental requirements for carbon-free generation, including nuclear, wind, and solar, will provide valuable insight to the Board as the Company navigates our clean energy transition. In addition, Mr. Pacilio’s cybersecurity and technology experience within the industry will be valuable as the Company continues to utilize digital innovation to become more efficient.

Thomas E. Skains
Independent Director Nominee
	Age: 65 Director of Duke Energy since 2016 Retired Chairman, President and CEO, Piedmont Natural Gas Company, Inc.	Committees: • Compensation and People Development Committee • Corporate Governance Committee Other current public directorships: • National Fuel Gas Company • Truist Financial Corporation

Mr. Skains was Chairman, President and CEO of Piedmont, a natural gas local distribution business, until his retirement in 2016. He served as Chairman of Piedmont from December 2003 until October 2016, CEO from February 2003 until October 2016, and as President from February 2002 until October 2016, when Piedmont was acquired by Duke Energy and Mr. Skains joined the Board. Prior to his service as President, Mr. Skains served in various roles, including COO and as Senior Vice President, Marketing and Supply Services, where he directed Piedmont’s commercial natural gas activities.

		Skills and qualifications:
		Mr. Skains’ qualifications for election include his financial and risk management expertise and public company governance and strategy gained during his time as Chairman, President and CEO of Piedmont. His time at Piedmont also provided him with in-depth knowledge of the natural gas industry, the environmental regulations related to the industry, and the needs of natural gas customers, which is helpful to Duke Energy as we expand our natural gas local distribution business. His prior experience as a corporate energy attorney also gives Mr. Skains insight on legal and regulatory compliance matters.

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PROPOSAL 1:ELECTION OF DIRECTORS

William E. Webster, Jr.
Independent Director Nominee
	Age: 68 Director of Duke Energy since 2016 Retired Executive Vice President, Institute of Nuclear Power Operations	Committees: • Corporate Governance Committee • Operations and Nuclear Oversight Committee Other current public directorships: • None

Mr. Webster was Executive Vice President of Industry Strategy for INPO, a nonprofit organization that promotes the highest levels of safety and reliability in the operation of commercial nuclear power plants, until his retirement in June 2016. Mr. Webster has 34 years of experience obtained at INPO where he held a variety of management positions in the Industry Evaluations, Plant Support, Engineering Support, and Plant Analysis and Emergency Preparedness divisions prior to his retirement. Mr. Webster currently serves as the Chairman of the Japan Nuclear Safety Institute.

		Skills and qualifications:
		Mr. Webster’s qualifications for election include the extensive knowledge he gained during his 34 years in the nuclear industry, including experience with respect to environmental laws and reporting for the nuclear industry, and his regulatory expertise through his interface with the NRC on making new nuclear safety rules after the Fukushima accident in Japan. At INPO, Mr. Webster also was responsible for the development of risk management guidelines for the nuclear industry. These skills, as well as his operational and engineering expertise, are an asset to the Board and its committees as the Company focuses on operational excellence.

The Board of Directors Recommends a Vote “FOR” Each Nominee.

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INFORMATION ON THE BOARD OF DIRECTORS

Our Board Leadership Structure

The Board regularly evaluates the leadership structure of Duke Energy and may consider alternative approaches, as appropriate, over time. The Board believes that Duke Energy and our shareholders are best served by the Board retaining discretion to determine the appropriate leadership structure based on what it believes is best for Duke Energy at a particular point in time, including whether the same individual should serve as both Chair and CEO, or whether the roles should be separate.

Lynn Good serves as Duke Energy’s Chair, President and CEO. Our Board believes that combining the Chair and CEO roles at this time fosters clear accountability, effective decision-making, and execution of corporate strategy.

Independent Lead Director Responsibilities

The Board recognizes the importance of independent oversight over management as well, and has structured the Board with a robust independent lead director role that is elected by the independent members of the Board. The Independent Lead Director’s responsibilities, which meet the latest corporate governance standards set by the National Association of Corporate Directors, include:

•

serving as liaison between the Chair and CEO and the independent directors;

•

leading, in conjunction with the Corporate Governance Committee, the process for the review of the CEO;

•

leading, in conjunction with the Corporate Governance Committee, the Board, committee, and individual director self-assessment review process;

•

presiding at the executive sessions of the independent members of the Board at every regularly scheduled meeting;

•

assisting the Chair and the CEO in setting, reviewing, and approving agendas and schedules of Board meetings;

•

approving meeting schedules to assure there is sufficient time for discussion of all agenda items;

•

reviewing and approving information sent to the Board and advising on quality, quantity, and timeliness of information;

•

calling meetings of the independent members of the Board when necessary and appropriate;

•

developing topics for discussion during executive sessions of the Board;

•

assisting the Chair and the CEO to promote the efficient and effective performance and functioning of the Board; and

•

being available for consultation and direct communication with our major shareholders.

In addition to these enumerated responsibilities of the Independent Lead Director in the Principles for Corporate Governance, the Independent Lead Director is in constant contact with management and the Board – acting as a touchpoint to the Chair and CEO, holding one-on-one calls with directors to receive and encourage feedback among the directors, seeking input on and recommending agenda topics, and following up with directors and management on meeting outcomes and deliverables. The Independent Lead Director also leads the discussion on the Board’s refreshment efforts by working regularly with the Company’s third-party search firm to locate skilled and diverse candidates for the Board. Finally, the Independent Lead Director also leads the Board’s oversight of strategy – leading the Board’s annual strategy retreat and working with the Chair and CEO to align the Board’s committee structures and responsibilities with the Company’s long-term strategy, such as consolidating the responsibilities for the oversight of Duke Energy’s generation fleet under the Operations and Nuclear Oversight Committee in 2019, adding the responsibility for the oversight of ESG goals and strategies to the Corporate Governance Committee in 2020, and eliminating and consolidating the responsibilities of the Regulatory Policy Committee in 2021.

A complete list of the responsibilities of our Independent Lead Director is included in our Principles for Corporate Governance, a copy of which is posted on our website at duke-energy.com/our-company/investors/corporate-governance/principles-corp-governance.

Independent Lead Director Succession

Michael Browning has served as our Independent Lead Director since January 2016 and will be retiring per the Company’s retirement policy at the Annual Meeting. In November 2021, the Board announced that Ted Craver would be appointed as Independent Lead Director upon Mr. Browning’s retirement at the Annual Meeting. We thank Mr. Browning for his leadership during his tenure as Independent Lead Director.

Independence of Directors

The Board has determined that none of the directors, other than Ms. Good, has a material relationship with Duke Energy or any of our subsidiaries, and all are, therefore, independent under the listing standards of the NYSE and the rules and regulations of the SEC.

In making the determination regarding each director’s independence, the Board considered all transactions and the

materiality of any relationship with Duke Energy and any of our subsidiaries in light of all facts and circumstances.

The Board may determine a director to be independent if it has affirmatively determined that the director has no material relationship with Duke Energy or our subsidiaries, either directly or as a shareholder, director, officer, or employee of an organization that has a relationship with Duke Energy or

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INFORMATION ON THE BOARD OF DIRECTORS

our subsidiaries. Independence determinations are generally made when a director joins the Board and on an annual basis at the time the Board approves director-nominees for inclusion in the proxy statement.

The Board also considers its Standards for Assessing Director Independence, which sets forth certain relationships between Duke Energy and our directors and their immediate family members, or affiliated entities, that the Board, in its judgment, has deemed to be immaterial for purposes of assessing a director’s independence. Duke Energy’s

Standards for Assessing Director Independence are on our website at duke-energy.com/our-company/investors/ corporate-governance/board. In the event a director has a relationship with Duke Energy that is not addressed in the Standards for Assessing Director Independence, the Corporate Governance Committee, which is composed entirely of independent members of the Board, reviews the relationship and makes a recommendation to the nonconflicted, independent members of the Board who determine whether such relationship is material.

Director Attendance

The Board met 10 times during 2021 and has met once so far in 2022. During 2021 Board meetings, our Board held five executive sessions with independent directors only.

Directors are expected to attend at least 75% of Board meetings and the meetings of the committees upon which he or she serves. The overall attendance percentage for our directors was approximately 99% in 2021, and all directors attended more than 75% of the Board meetings and the meetings of the committees upon which he or she served in 2021. Directors are also encouraged to attend the Annual Meeting. All directors who were directors at the time of last year’s Annual Meeting on May 6, 2021, attended the 2021 Annual Meeting.

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INFORMATION ON THE BOARD OF DIRECTORS

Board and Committee Assessments

Each year the Board, with the assistance of the Corporate Governance Committee, conducts an assessment of the Board, each of its committees, and the directors. The assessment process is conducted by a third-party advisor, which allows directors to provide anonymous feedback and promotes candidness among the directors. The third-party advisor aggregates and provides analysis of all results, which is then presented to the Board and committees and discussed in executive session.

In addition to the written assessments conducted annually by the third-party advisor, the Independent Lead Director annually takes the opportunity to meet with each of the directors separately to discuss the performance of the Board and to obtain advice on areas of improvement for the Board and the individual directors. Our Board is committed to effective board succession planning and refreshment, including having honest and difficult conversations, as may be deemed necessary, with individual directors.

Management and the Board then incorporate the feedback received in both the written assessments and the discussions throughout the year.

This annual review process and discussion provides continuous improvement in the overall effectiveness of the directors, committees, and Board, and provides an opportunity for directors to express any concerns they may have. This process also allows the Board to identify opportunities for Board succession and skills, as well as more information on topics for the Board to focus on in the following year.

In the Board’s assessments that were reviewed in early 2021, the Board provided feedback on additional topics they would like to receive education on, guidance on additional metrics they would like to see on a regular basis, and feedback on the best practices during the year that they had observed. In direct response to that feedback, the Board hosted outside speakers on several topics, including cybersecurity, and received regular updates and metrics on industry issues.

INFORMATION ON THE BOARD OF DIRECTORS

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Board Role in Management Succession

The independent directors of the Board are actively involved in our management succession planning process. Among the Corporate Governance Committee’s responsibilities described in its charter is to oversee continuity and succession planning. At least annually, the Corporate Governance Committee or full Board reviews the CEO succession plan and makes recommendations to the Board

for the successor to the CEO. The Corporate Governance Committee also oversees the evaluation of the CEO. In addition, the Corporate Governance Committee reports to the Board any concerns or issues that might indicate that organizational strengths are not sufficient to meet the requirements of long-range goals.

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Board Oversight of Risk

As is true with other large public companies, Duke Energy faces a myriad of risks, including operational, financial, strategic, and reputational risks that affect every segment of our business. The Board is actively involved in the oversight of these risks in several ways. This oversight is conducted primarily through the Finance and Risk Management Committee of the Board but also through the other committees of the Board, as appropriate. The Finance and Risk Management Committee reviews Duke Energy’s enterprise risk program with management, including the Chief Risk Officer, on a regular basis at its committee meetings. The enterprise risk program includes the identification of a broad range of risks that affect Duke Energy, their probabilities and severity, and incorporates a review of our

approach to managing and prioritizing those risks based on input from the officers responsible for the management of those risks.

In addition to the oversight of enterprise risk that is conducted through the Finance and Risk Management Committee, each committee of the Board is responsible for the oversight of certain individual areas of risk that pertain to that committee’s area of focus. Each committee regularly receives updates from the business units in that committee’s area of focus to review the risks in those areas. Throughout the year, each committee chair reports to the full Board regarding the committee’s considerations and actions related to the risks within its area of focus.

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INFORMATION ON THE BOARD OF DIRECTORS

Board Oversight of Key Environmental, Social, and Governance Risks

The Board places an emphasis on its oversight of ESG risks because it understands the importance of those issues to the long-term success and vitality of Duke Energy, our customers, and our communities. Some of the key ESG risks that the Board focuses on are climate and environmental operations, strategies, policies, and regulations; human capital management; safety; diversity, equity, and inclusion; cybersecurity, including our information technology and operational technology systems; political expenditures; and ESG disclosures. The Board continued to focus on these issues in 2021 and so far in 2022.

Environmental — Climate and other environmental matters

•

The Board reviewed issues related to our climate strategy, opportunities, and risks at every regularly scheduled Board meeting and invited outside speakers to discuss these issues with the Board on several occasions. These topics included discussions of:

•

Emerging technologies, our greenhouse gas emission reduction goals, and our generation fleet transition;

•

Customer needs as it relates to clean energy; and

•

Federal and state policy and regulations.

•

The Compensation and People Development Committee incorporated a qualitative climate goal into the Company’s STI Plan for the first time in 2021, and in 2022, the Compensation and People Development Committee incorporated a quantitative goal into the STI Plan, as further described on page 45 of this proxy statement. These goals further enhance other ESG performance measures in our compensation plans.

•

Also in 2021, the Board approved a settlement in North Carolina, which resolved all coal ash prudence and cost recovery issues in the 2019 Duke Energy Carolinas and Duke Energy Progress rate cases, as well as certain issues in the 2017 rate cases – providing clarity on coal ash recovery issues through early 2030 for these subsidiaries.

Social — Human capital management and diversity, equity, and inclusion

•

The Board reviewed and discussed human capital management issues, including diversity, equity, and inclusion, and invited an outside speaker to the Board meeting to discuss this topic.

•

The Compensation and People Development Committee discussed and reviewed issues and metrics regarding employee engagement trends, diversity and inclusion metrics and progress on those metrics, and pandemic-related workforce issues.

•

The Corporate Governance Committee regularly discussed charitable contributions and priority areas, including contributions for diversity initiatives in the communities that our utilities serve. Since 2020, the Duke Energy Foundation has donated more than $5 million to promote a diverse energy workforce.

Governance — Cybersecurity and political expenditures and ESG disclosures oversight

•

The Audit Committee received updates on cybersecurity and reviewed metrics and trends at every regularly scheduled meeting. These reviews were followed with an update to the full Board by the Chair of the Audit Committee. In addition, the Board hosted an outside expert on cybersecurity matters at a regularly scheduled meeting.

•

The Company, including members of the Board, participated in tabletop exercises during the year, including with participants from other companies and governmental agencies.

•

The Audit Committee discussed the Company’s ESG disclosures, processes, and disclosure frameworks.

•

The Corporate Governance Committee regularly reviewed the Company’s political expenditures, as well as the Company’s processes and priorities related to those political expenditures.

•

The Corporate Governance Committee also reviewed the feedback from shareholders regarding the Company’s political expenditures and the alignment of the Company’s lobbying practices with our climate goals. In response to such feedback, the Corporate Governance Committee supported the publication of the Company’s Trade Association Climate Review in spring 2021, as well as the revisions to the Company’s Political Expenditures Policy, as discussed on page 26 of this proxy statement.

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Shareholder Engagement

We conduct extensive governance reviews and investor outreach so that management and the Board understand and consider the issues that matter most to our shareholders and address them effectively. In 2021, we reached out to holders of approximately 36% of Duke Energy’s outstanding common shares, and members of our management and, on occasion, independent members of our Board, including our Independent Lead Director, met with holders of more than one-third of our outstanding shares. We engaged with every shareholder who accepted our offer to meet, as well as every shareholder who requested to meet with us.

During 2021, Duke Energy engaged with shareholders on numerous topics, particularly with regard to environmental, social, and governance matters. Shareholder feedback has been invaluable to us in enhancing our practices, policies, and related disclosures. During 2021, we focused our engagements with shareholders on the following topics:

•

Our climate-related goals and progress on those goals, including details regarding proposed generation mixes in the IRPs filed in North Carolina, South Carolina, and Indiana, in particular, as well as the North Carolina carbon reduction legislation, HB 951;

•

Our shareholder proposals for the 2021 Annual Meeting;

•

Our human capital management and diversity initiatives for our workforce, including how to best manage a just transition for our communities and employees as we transition to cleaner generation sources;

•

Board oversight and composition, including diversity and skills, and Board leadership succession planning;

•

Our executive compensation program and ways we incorporate our climate-related goals into the metrics; and

•

Our lobbying practices and how they are aligned with our corporate climate strategy.

The Corporate Governance Committee reviewed the feedback from these discussions and the feedback helped to inform decisions discussed in this proxy statement, including providing additional detail on our capital expenditures related to our energy transition in our fourth quarter 2021 earnings materials; the adoption of our goals to reach net-zero emissions for Scope 2 and certain Scope 3 emissions, as discussed on page 3 of this proxy statement; and the preparation of a Climate Report in 2022 to update shareholders on our progress toward our climate-related goals and to include additional net-zero analyses. Additional information on our discussions with shareholders regarding executive compensation matters is provided on page 42.

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DUKE ENERGY 2022 PROXY STATEMENT 25

INFORMATION ON THE BOARD OF DIRECTORS

Board Response to the Shareholder Proposal Regarding Political Expenditures Disclosures

In addition to the matters discussed on the previous page, during 2021 the Corporate Governance Committee particularly focused on feedback from shareholders on our political expenditures disclosures that we received prior to our Annual Meeting, as well as through the majority supported shareholder proposal on the same topic. In 2021, we published our first Trade Association Climate Review, directly as a result of shareholder feedback. The Trade Association Climate Review discusses the alignment of the Company’s climate position with that of the trade associations that we included in our Corporate Political Expenditures Reports. In addition, after considerable diligence and discussions with shareholders, the Company updated the Political Expenditures Policy in November 2021 to provide additional disclosures requested in the 2021 proposal, beginning with the Corporate Political Expenditures Report for the first half of 2022, as detailed in the Political Expenditures Policy on our website at duke-energy.com/our-company/investors/corporate-governance/political-expenditures-policy.

Board of Directors Committees

The Board has five standing committees described below. Each committee operates under a written charter adopted by the Board. The charters are posted on our website at duke-energy.com/our-company/investors/corporate-governance/board-committee-charters. Each committee has primary responsibility for the oversight of the issues discussed below. After each committee meeting, the chair of each committee provides a thorough update to the full Board of each of the items reviewed, discussed, or approved at the committee meeting. See page 24 of this proxy statement for more detail regarding committee oversight of certain key ESG risks throughout 2021.

BOARD COMMITTEE MEMBERSHIP ROSTER(1)

Name

Audit

Compensation
and People
Development

Corporate
Governance

Finance and Risk
Management

Operations and Nuclear
Oversight

Derrick Burks

✓

Michael G. Browning(2)

✓

Annette K. Clayton

✓

Theodore F. Craver, Jr.

✓

Robert M. Davis

✓

Caroline Dorsa

✓

W. Roy Dunbar

✓

Nicholas C. Fanandakis

✓

Lynn J. Good

John T. Herron

✓

Idalene F. Kesner

✓

E. Marie McKee

✓

Michael J. Pacilio

✓

Thomas E. Skains

✓

William E. Webster, Jr.

✓

(C)

Committee Chair

(1)

As of March 21, 2022

(2)

Retiring at the Annual Meeting

26 DUKE ENERGY 2022 PROXY STATEMENT

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INFORMATION ON THE BOARD OF DIRECTORS

Audit Committee

		Meetings in 2021: 7
		Theodore F. Craver, Jr. Chair			Committee Members Theodore F. Craver, Jr., Chair* Derrick Burks* Annette K. Clayton* Caroline Dorsa* Nicholas C. Fanandakis* * Designated as an Audit Committee Financial Expert by the Board

•

The Audit Committee considers risks and matters related to financial reporting, internal controls, compliance, legal, and cybersecurity and technology.

•

As part of its responsibilities, the Audit Committee selects and retains an independent registered public accounting firm to conduct audits of the accounts of Duke Energy and our subsidiaries. Throughout 2021, it reviewed with the independent registered public accounting firm the scope and results of their audits, as well as the accounting procedures, internal controls, and accounting and financial reporting policies and practices of Duke Energy and our subsidiaries, and made reports and recommendations to the Board, as appropriate.

•

The Audit Committee is responsible for approving all audit and permissible non-audit services provided to Duke Energy by our independent registered public accounting firm. Pursuant to this responsibility, the Audit Committee adopted the policy on Engaging the Independent Auditor for Services, which provides that the Audit Committee will establish detailed services and related fee levels that may be provided by the independent registered public accounting firm. See page 39 of this proxy statement for additional information on the Audit Committee’s preapproval policy.

•

The Audit Committee also receives, reviews, and acts on complaints and concerns regarding material accounting, internal controls, and auditing matters, including complaints regarding material misconduct on the part of our executive officers that could lead to significant reputational damage to the Company. Information regarding how to report concerns to the Audit Committee is posted on our website at duke-energy.com/our-company/investors/corporate-governance/report-concerns-to-the-audit-committee.

•

The Audit Committee has primary responsibility for the oversight of cybersecurity and technology. As part of this, the Audit Committee receives updates on cybersecurity and grid security issues, compliance with regulations, employee training, and drills at every regularly scheduled Audit Committee meeting. In 2021, the Audit Committee received four updates on cybersecurity. It also receives periodic updates on our digital transformation and the operation of, and enhancements to, our financial systems and business and operational technical systems that affect customer experience.

•

The Board has determined that each of the members are “Audit Committee Financial Experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. See pages 12, 13, 14, and 15 for a description of the business experience for Mr. Burks, Ms. Clayton, Mr. Craver, Ms. Dorsa, and Mr. Fanandakis, all of whom are nominated for election at the Annual Meeting. The Audit Committee has also determined that Ms. Dorsa’s service on the audit committees of more than three public companies will not impair her ability to effectively serve on the Audit Committee.

•

Each of the members has also been determined to be “independent” within the meaning of the NYSE’s listing standards, Rule 10A-3 of the Exchange Act and Duke Energy’s Standards for Assessing Director Independence. In addition, each of the members meets the financial literacy requirements for audit committee membership under the NYSE’s rules and the rules and regulations of the SEC.

•

See pages 24 and 40 for more information on the work of the Audit Committee in 2021.

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DUKE ENERGY 2022 PROXY STATEMENT 27

INFORMATION ON THE BOARD OF DIRECTORS

Compensation and People Development Committee

		Meetings in 2021: 5
		E. Marie McKee Chair			Committee Members E. Marie McKee, Chair Michael G. Browning Caroline Dorsa W. Roy Dunbar Thomas E. Skains

•

The Compensation and People Development Committee establishes and reviews our overall compensation philosophy, confirms that our policies and philosophy do not encourage excessive or inappropriate risk-taking by our employees, reviews and approves the salaries and other compensation of certain employees, including all executive officers of Duke Energy, reviews and approves compensatory agreements with executive officers, approves certain equity grants and delegates authority to approve others, and reviews the effectiveness of, and approves changes to, compensation programs. It also makes recommendations to the Board on compensation for independent directors.

•

Management’s role in the compensation-setting process is to recommend compensation programs and assemble information as required by the committee. When establishing the compensation program for our NEOs, the committee considers input and recommendations from management, including Ms. Good, who attends the Compensation and People Development Committee meetings.

•

The Compensation and People Development Committee has engaged FW Cook as its independent compensation consultant. The compensation consultant generally attends each committee meeting and provides advice to the committee at the meetings, including providing, reviewing, and commenting on market compensation data used to establish the compensation of the executive officers and directors. The consultant has been instructed that it shall provide completely independent advice to the Compensation and People Development Committee and is not permitted to provide any services to Duke Energy other than at the direction of the Compensation and People Development Committee.

•

As part of its responsibilities, the Compensation and People Development Committee also oversees human capital management initiatives, including with respect to diversity, equity, and inclusion, employee engagement, and talent development.

•

Each of the members of the Compensation and People Development Committee has been determined to be “independent” within the meaning of the NYSE’s listing standards, Rule 10C-1(b) of the Exchange Act, and Duke Energy’s Standards for Assessing Director Independence.

•

Compensation and People Development Committee Interlocks and Insider Participation. During 2021, Ms. McKee, Mr. Browning, Ms. Dorsa, Mr. Dunbar, and Mr. Skains served as members of the Compensation and People Development Committee. None of the Compensation and People Development Committee members were officers or employees of Duke Energy, a former officer of Duke Energy, or had any business relationships requiring review and disclosure under our Related Person Transactions Policy.

•

See pages 24, 35, and 41 through 72 of this proxy statement for more information on the work of the Compensation and People Development Committee in 2021.

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INFORMATION ON THE BOARD OF DIRECTORS

Corporate Governance Committee

		Meetings in 2021: 7
		Michael G. Browning Chair			Committee Members Michael G. Browning, Chair Robert M. Davis Idalene F. Kesner E. Marie McKee Thomas E. Skains William E. Webster, Jr.

•

The Corporate Governance Committee considers risks and matters related to corporate governance and our policies and practices with respect to environmental, social and governance strategies and goals, including political activities, community affairs, sustainability, and reviewing and understanding proposals by shareholders.

•

The Corporate Governance Committee recommends the size and composition of the Board and its committees and recommends potential CEO successors to the Board.

•

The Corporate Governance Committee also recommends to the Board the slate of nominees, including any nominees recommended by shareholders, for director at each year’s Annual Meeting and when vacancies occur or in anticipation of other vacancies and needs of the Board, the names of individuals who would make suitable directors of Duke Energy. This committee may engage an external search firm or a third party to assist in identifying or evaluating a potential nominee.

•

The Corporate Governance Committee performs an annual evaluation of the performance of the CEO with input from the full Board. The Corporate Governance Committee assists the Board in its annual determination of director independence and review of any related person transactions, as well as the Board’s annual assessment of the Board and each of its committees.

•

Each of the members of the Corporate Governance Committee has been determined to be “independent” within the meaning of the NYSE’s listing standards and Duke Energy’s Standards for Assessing Director Independence.

•

See pages 24, 26, and 31 through 34 of this proxy statement for more information on the work of the Corporate Governance Committee in 2021.

Finance and Risk Management Committee

		Meetings in 2021: 5
		Robert M. Davis Chair			Committee Members Robert M. Davis, Chair Derrick Burks Theodore F. Craver, Jr. Nicholas C. Fanandakis John T. Herron Michael J. Pacilio

•

The Finance and Risk Management Committee is primarily responsible for the oversight of financial risk and enterprise risk at Duke Energy. This oversight function includes reviews of our long-term and short-term financial objectives, evaluating financing requirements, and making recommendations to the Board regarding dividends, financing plans, and fiscal policies.

•

The Finance and Risk Management Committee reviews the financial exposure of Duke Energy, as well as mitigation strategies, reviews Duke Energy’s enterprise risk exposures, and provides oversight for the process to assess and manage enterprise risk.

•

The Finance and Risk Committee also reviews the financial impacts of major projects and capital expenditures, as well as the financial and risk implications of any significant transaction requiring Board approval.

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DUKE ENERGY 2022 PROXY STATEMENT 29

INFORMATION ON THE BOARD OF DIRECTORS

Operations and Nuclear Oversight Committee

		Meetings in 2021: 5
		John T. Herron Chair			Committee Members John T. Herron, Chair Annette K. Clayton W. Roy Dunbar Idalene F. Kesner Michael J. Pacilio William E. Webster, Jr.

•

The Operations and Nuclear Oversight Committee provides oversight of the nuclear safety, operational and financial performance, as well as operational risks, long-term plans, and strategies of Duke Energy’s nuclear power program. The oversight role is one of review, observation, and comment, and in no way alters management’s authority, responsibility, or accountability.

•

The Operations and Nuclear Oversight Committee is also responsible for the oversight of Duke Energy’s environmental, health, and safety goals and policies, including ash management, and the operational performance of Duke Energy’s utilities with regard to energy supply, delivery, fuel procurement, and transportation.

•

The Operations and Nuclear Oversight Committee visits each of Duke Energy’s operating nuclear power stations periodically and reviews each station’s nuclear safety, operational, and financial performance.

•

The Operations and Nuclear Oversight Committee also reviews the operational and safety performance of our generation assets at every regularly scheduled meeting.

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BUILDING A SMARTER ENERGY FUTURE®

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

The following is the report of the Corporate Governance Committee with respect to its philosophy, responsibilities, and initiatives. The Corporate Governance Committee’s charter is available on our website at duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/corporate-governance and is summarized below. Additional information about the Corporate Governance Committee and its members is detailed on page 29 of this proxy statement.

Philosophy and Responsibilities

We believe that sound corporate governance has three components:

•

Board independence;

•

processes and practices that foster sound decision-making by both management and the Board; and

•

balancing the interests of all of our stakeholders – our investors, customers, employees, the communities we serve, and the environment.

Membership. The committee must be comprised of three or more members, all of whom must qualify as independent directors under the listing standards of the NYSE and other applicable rules and regulations.

Responsibilities. The committee’s responsibilities include, among other things:

•

implementing policies regarding corporate governance matters;

•

assessing the Board’s membership needs and recommending nominees;

•

recommending to the Board those directors to be selected for membership on, or removal from, the various Board

committees and those directors to be designated as chairs of Board committees;

•

sponsoring and overseeing annual performance evaluations for the Board and its various committees, as well as the CEO;

•

overseeing Duke Energy’s political expenditures and activities pursuant to the Political Expenditures Policy;

•

reviewing our charitable contributions and community service policies and practices;

•

reviewing Duke Energy’s policies, programs, and practices with regard to sustainability;

•

reviewing Duke Energy’s ESG strategies and goals and any trends that may affect the Company; and

•

reviewing Duke Energy’s engagements with shareholders.

The committee may also conduct or authorize investigations into or studies of matters within the scope of the committee’s duties and responsibilities, and may retain, at Duke Energy’s expense, and in the committee’s sole discretion, consultants to assist in such work as the committee deems necessary.

Governance Policies

All of the Board committee charters, as well as our Principles for Corporate Governance, Code of Business Ethics for Employees, and Code of Business Conduct & Ethics for Directors, are available on our website at duke-energy.com/our-company/investors/corporate-governance.

Any amendments to or waivers from our Code of Business Ethics for Employees with respect to executive officers or

Code of Business Conduct & Ethics for Directors must be approved by the Board and posted on our website.

In addition, information regarding how to report actual or suspected violations of our Code of Business Ethics, either through our anonymous EthicsLine or otherwise, is provided on the Ethics section of our website at duke-energy.com/our-company/about-us/ethics.

Board Composition

Board Refreshment

The Board annually reviews its composition, skills, and needs in the context of Duke Energy’s overall strategy. As part of the Board’s overall refreshment, the Board has adopted a retirement and tenure policy within our Principles for Corporate Governance, which includes a range for the Board to consider when determining when retirement is appropriate.

Pursuant to this policy, the Board may determine, based on the best interest of Duke Energy and our shareholders at the time, not to nominate a director once the director has reached

the age of 70 or 15 years of service on the Board though it is not obligated to do so. However, the Board will not nominate a director for election at the Annual Meeting in the calendar year following the year of his or her 75th birthday without a waiver of this policy from the Board.

Director Qualifications and Diversity. The Board recognizes that a diverse Board, management, and workforce is key to Duke Energy’s success and believes that diversity of background, skillsets, experience, thought, ethnicity, race, gender, age, and nationality, are important considerations in

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DUKE ENERGY 2022 PROXY STATEMENT 31

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

selecting candidates. This commitment to diversity is evidenced in the backgrounds, skills, and qualifications of the directors who have been nominated, as well as the diversity of Duke Energy’s executives and workforce, starting with our Chair, President and CEO, Lynn Good, who was selected by the Board to lead Duke Energy in 2013, and the diverse senior management team that reports to her.

The Board strives to have diverse members representing a range of experiences and qualifications in areas that are relevant to Duke Energy’s business and strategy. As part of the search process, the committee looks for the most qualified candidates, including women and minorities, with the following characteristics:

•

fundamental qualities, such as high standards of ethics, integrity, and fairness;

•

a genuine interest in Duke Energy and a recognition that, as a member of the Board, one is accountable to the shareholders of Duke Energy, not to any particular interest group;

•

a broad business background or understanding of business and financial affairs of a large, complex organization;

•

diversity, including racial and ethnic diversity, gender, experiences, skills, and qualifications;

•

executive management experience at a highly complex organization, such as a corporation, university, or major unit of government, or a professional who regularly advises such organizations;

•

no conflict of interest or legal impediment to the duty of loyalty owed to Duke Energy and our shareholders;

•

willingness to commit sufficient time;

•

compatibility and ability to work well with other directors and executives in a team effort with a view to a long-term relationship with Duke Energy as a director;

•

independent opinions and willingness to state them in a constructive manner; and

•

willingness to become a shareholder of Duke Energy (within a reasonable time of election to the Board).

Director Candidate Recommendations. The committee may engage a third party from time to time to assist in identifying and evaluating director-nominee candidates, in addition to current members of the Board standing for re-election. The committee will provide the third party, based on the profile described above, the characteristics, skills, and experiences that may complement those of our existing members. The third party will then provide recommendations for nominees with such attributes. The committee considers nominees recommended by shareholders on a similar basis, taking into account, among other things, the profile criteria described above and the nominee’s experiences and skills. In addition, the committee considers the shareholder-nominee’s independence with respect to both Duke Energy and the recommending shareholder. All of the nominees on the proxy card were recommended by the committee.

Shareholders interested in submitting nominees as candidates for election as directors must provide timely written notice to the Corporate Governance Committee,

c/o Kodwo Ghartey-Tagoe, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, EC03X, P.O. Box 1414, Charlotte, NC 28201-1414 or by email to our Corporate Secretary at InvestDUK@duke-energy.com. The written notice must set forth, as to each person whom the shareholder proposes to nominate for election as director:

•

the name and address of the recommending shareholder(s), and the class and number of shares of common stock of Duke Energy that are beneficially owned by the recommending shareholder(s);

•

a representation that the recommending shareholder(s) is a holder of record of common stock of Duke Energy entitled to vote at the Annual Meeting and intends to attend the Annual Meeting remotely or by proxy to nominate the person(s) specified in the written notice;

•

the name, age, business address, principal occupation, and employment of the recommended nominee;

•

any information relevant to a determination of whether the recommended nominee meets the criteria for Board membership established by the Board and/or the Corporate Governance Committee;

•

any information regarding the recommended nominee relevant to a determination of whether the recommended nominee would be considered independent under the applicable NYSE rules and SEC rules and regulations;

•

a description of any business or personal relationship between the recommended nominee and the recommending shareholder(s), including all arrangements or understandings between the recommended nominee and the recommending shareholder(s) and any other person(s) (naming such person(s)) pursuant to which the nomination is to be made by the recommending shareholder(s);

•

a statement, signed by the recommended nominee, (i) verifying the accuracy of the biographical and other information about the nominee that is submitted with the recommendation; (ii) affirming the recommended nominee’s willingness to be a director; and (iii) consenting to serve as a director if so elected;

•

if the recommending shareholder(s) has beneficially owned more than 5% of Duke Energy’s common stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership as specified in the rules and regulations of the SEC;

•

if the recommending shareholder(s) intends to solicit proxies in support of such recommended nominee, a representation to that effect; and

•

all other information relating to the recommended nominee that is required to be disclosed in solicitations for proxies in an election of directors pursuant to Regulation 14A under the Exchange Act, including, without limitation, information regarding: (i) the recommended nominee’s business experience; (ii) the class and number of shares of capital stock of Duke Energy, if any, that are beneficially owned by the recommended nominee; and (iii) material relationships or transactions, if any, between the recommended nominee and Duke Energy’s management.

32 DUKE ENERGY 2022 PROXY STATEMENT

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REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

Director Candidate Nominations through Proxy Access. In order to nominate a director pursuant to our proxy access provision for the 2023 Annual Meeting, shareholders who meet the eligibility and other requirements set forth in Section 3.04 of the Company’s By-Laws must send a written notice to the Corporate Governance Committee, c/o Kodwo Ghartey-Tagoe, Executive Vice President, Chief Legal Officer and Corporate Secretary, Duke Energy Corporation, Duke Energy Corporation, EC03X, P.O. Box 1414, Charlotte, NC 28201-1414 or by email to our Corporate Secretary at InvestDUK@duke-energy.com. The written notice must be provided no earlier than October 22, 2022, and no later than November 21, 2022, and must provide the information set forth above, as well as the other detailed requirements set forth in Section 3.04 of the Company’s By-Laws, which can be located on our website at duke-energy.com/our-company/investors/corporate-governance.

Director Onboarding. Over half of our Board members have joined the Board in the last five years. In order to help those new directors quickly transition into their roles on the Board,

the director onboarding process has become increasingly important. Immediately following their appointment, each new director meets individually with the senior executives responsible for the Company’s major lines of business and operations so that new directors may better understand the issues involved in all aspects of Duke Energy’s business. In addition to discussing Duke Energy’s businesses and operations, the new directors learn about our corporate governance practices and policies; the financial and technical aspects of our electric utility, natural gas, and commercial renewables businesses; the enterprise’s significant risks; our long-term strategy; and Duke Energy’s long-standing mission to provide clean, reliable, and affordable energy for our customers.

Finally, new members to our Audit and Compensation and People Development Committees typically have a separate orientation to learn more about each committee’s responsibilities, policies, and practices, and the matters that regularly come before the committee.

New Directors Since the 2021 Annual Meeting

Following the 2021 Annual Meeting, the Corporate Governance Committee sought to recruit additional Board members. The committee worked extensively in 2021 on identifying candidates whose qualifications align with the desired qualifications discussed earlier and the needs of the Board considering the priorities and issues facing Duke Energy, our long-term strategy, and our board refreshment goals. As a result, after working with an independent search firm, the committee identified a number of candidates with the desired experience, diversity, skills, and other qualifications, to make for a well-balanced Board. In November 2021, the Board appointed Idalene Kesner to the

Board, and in March 2022, the Board appointed Derrick Burks. Dr. Kesner’s expertise in corporate strategy and governance and Mr. Burks’ financial expertise and knowledge of the utility and energy industry as a result of his time as an independent auditor working in those areas, are helpful to the Board as it guides the Company through the successful execution of our business strategy. Both Dr. Kesner and Mr. Burks also bring knowledge to the Board of our Indiana service territory. For more information on the backgrounds and skills of Dr. Kesner and Mr. Burks, see pages 17 and 12 of this proxy statement.

Communications and Engagements with Directors

Interested parties can communicate with any of our directors by sending an email to our Corporate Secretary at InvestDUK@duke-energy.com or by writing to our Corporate Secretary at the following address:

Corporate Secretary

Kodwo Ghartey-Tagoe

Executive Vice President, Chief Legal Officer and Corporate
Secretary

Duke Energy Corporation
EC03X
P.O. Box 1414
Charlotte, NC 28201-1414

Interested parties can communicate with our Independent Lead Director by sending an email to InvestDUK@duke-energy.com or by writing to the following address:

Independent Lead Director

c/o Kodwo Ghartey-Tagoe
Executive Vice President, Chief Legal Officer and Corporate
Secretary
Duke Energy Corporation
EC03X
P.O. Box 1414
Charlotte, NC 28201-1414

Our Corporate Secretary will distribute communications to the Board, or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to the duties and responsibilities of the Board be excluded, such as spam, junk mail and mass mailings, service complaints, resumes, and other forms of job inquiries, surveys, and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, obscene or similarly unsuitable

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DUKE ENERGY 2022 PROXY STATEMENT 33

DIRECTOR COMPENSATION

Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our shareholders. We compensate directors who are not employed by Duke Energy with a combination of cash and equity awards, along with certain other benefits as described below. Ms. Good receives no compensation for her service on the Board.

The Compensation and People Development Committee annually reviews the director compensation program and recommends proposed changes for approval by the Board. As part of this review, they consider the significant amount of time expended, and the skill level required, by each director not employed by Duke Energy in fulfilling his or her duties on the Board, each director’s role and involvement on the Board and its committees, and the market compensation practices and levels of our peer companies.

During its annual review of the director compensation program in 2021, the Compensation and People Development Committee considered an analysis prepared by its independent consultant, FW Cook, which summarized director compensation trends for independent directors and pay levels at the same peer companies used to evaluate the compensation of our NEOs. Following this review, and after considering the advice of FW Cook about market practices and pay levels, the Compensation and People Development Committee did not recommend any changes to our director compensation program.

For 2021, our director compensation program consisted of the following:

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Annual Board Stock Retainer for 2021. In 2021, each eligible director received the portion of his or her annual retainer that was payable in stock in the form of fully vested shares. The stock retainer was granted under the Duke Energy Corporation 2015 Long-Term Incentive Plan that was approved by our shareholders and contains an annual limit on equity awards of $400,000 to any director not employed by Duke Energy.

Deferral Plan. Directors may elect to receive all or a portion of their annual cash compensation on a current basis or defer such compensation under the Directors’ Savings Plan. Deferred amounts are credited to an unfunded account, the balance of which is adjusted for the performance of phantom investment options, including the Duke Energy common stock fund, as elected by the director, and generally are paid when the director terminates his or her service from the Board.

Charitable Giving Program. The Duke Energy Foundation, independent of Duke Energy, maintains the Duke Energy Foundation Matching Gifts Program under which directors and employees generally are eligible to request matching contributions of up to $2,500 per director or employee per

calendar year to qualifying institutions. In addition, a donation of $2,500 was made to a designated charity on behalf of each of the independent directors who concluded their service on the Board of Directors during 2021, and a donation of $1,000 was made to the American Association of Blacks in Energy in December 2021 on behalf of each of the directors not employed by Duke Energy who was actively serving at that time.

Expense Reimbursement and Insurance. Duke Energy provides travel insurance to directors and reimburses directors for expenses reasonably incurred in connection with attendance and participation at Board and committee meetings and special functions.

Stock Ownership Guidelines. Directors are subject to stock ownership guidelines, which establish a minimum level of ownership of Duke Energy common stock (or common stock equivalents). Currently, each director not employed by Duke Energy is required to own shares with a value equal to at least five times the annual Board cash retainer (i.e., an ownership level of $625,000) or retain 50% of his or her vested annual equity retainer. All directors were in compliance with the guidelines as of December 31, 2021.

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DUKE ENERGY 2022 PROXY STATEMENT 35

DIRECTOR COMPENSATION

The following table describes the compensation earned during 2021 by each individual, other than Ms. Good, who served as a director during 2021.

Name	Fees Earned or Paid in Cash ($)(2)		Stock Awards ($)(3)		All Other Compensation ($)(4)		Total ($)
Michael G. Browning		205,000		160,000		4,681		369,681
Annette K. Clayton		125,000		160,000		2,638		287,638
Theodore F. Craver, Jr.		160,000		160,000		3,774		323,774
Robert M. Davis		144,766		160,000		3,774		308,540
Daniel R. DiMicco (1)		43,613		0		2,827		46,440
Caroline D. Dorsa (1)		81,387		160,000		1,179		242,566
W. Roy Dunbar (1)		81,387		160,000		3,679		245,066
Nicholas C. Fanandakis		135,000		160,000		1,274		296,274
John T. Herron		145,000		160,000		3,774		308,774
William E. Kennard (1)		58,847		0		5,255		64,102
Idalene F. Kesner (1)		15,965		75,165		3,535		94,665
E. Marie McKee		145,000		160,000		3,774		308,774
Michael J. Pacilio (1)		81,387		160,000		3,679		245,066
Marya M. Rose (1)		43,613		0		2,755		46,368
Thomas E. Skains		140,234		160,000		3,774		304,008
William E. Webster, Jr.		125,000		160,000		3,774		288,774

(1)

Effective May 6, 2021, Mr. DiMicco retired from the Board and Ms. Dorsa, Mr. Dunbar, and Mr. Pacilio were elected to the Board. Also, effective May 6, 2021, Mr. Kennard’s and Ms. Rose’s service on the Board concluded after they chose not to sit for nomination at the 2021 Annual Meeting due to increased external business and personal commitments. Dr. Kesner was appointed to the Board on November 15, 2021.

(2)

Mr. Browning, Ms. Clayton, Dr. Kesner, Mr. Pacilio, and Mr. Webster elected to defer $205,000; $125,000; $6,114; $71,428; and $125,000; respectively, of their 2021 cash compensation under the Directors’ Savings Plan.

(3)

This column reflects the grant date fair value of the stock awards granted to each eligible director during 2021. The grant date fair value was determined in accordance with the accounting guidance for stock-based compensation. See Note 21 of the Consolidated Financial Statements contained in our 2021 Form 10-K for an explanation of the assumptions made in valuing these awards. In May 2021, each sitting director on the Board received an annual stock retainer in the form of 1,591 shares of Duke Energy common stock. Mr. Browning, Ms. Clayton, Mr. Skains, and Mr. Webster elected to defer their 2021 – 2022 stock retainer of Duke Energy shares under the Directors’ Savings Plan. In addition, Dr. Kesner received a prorated portion of the 2021 – 2022 annual stock retainer in the form of 747 shares of Duke Energy common stock, upon joining the Board in November 2021.

(4)

The All Other Compensation column includes the following for 2021:

Name	Business Travel Accident Insurance ($)		Charitable Contributions ($)		Other* ($)		Total ($)
Michael G. Browning		274		3,500		907		4,681
Annette K. Clayton		274		2,364		0		2,638
Theodore F. Craver, Jr.		274		3,500		0		3,774
Robert M. Davis		274		3,500		0		3,774
Daniel R. DiMicco		96		2,500		231		2,827
Caroline D. Dorsa		179		1,000		0		1,179
W. Roy Dunbar		179		3,500		0		3,679
Nicholas C. Fanandakis		274		1,000		0		1,274
John T. Herron		274		3,500		0		3,774
William E. Kennard		96		5,000		159		5,255
Idalene F. Kesner		35		3,500		0		3,535
E. Marie McKee		274		3,500		0		3,774
Michael J. Pacilio		179		3,500		0		3,679
Marya M. Rose		96		2,500		159		2,755
Thomas E. Skains		274		3,500		0		3,774
William E. Webster, Jr.		274		3,500		0		3,774

Includes the cost of gifts for directors whose service on the Board concluded during 2021, as well as for the personal use of the corporate aircraft.

36 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the amount of Duke Energy common stock beneficially owned by the directors and executive officers listed in the Summary Compensation Table under Executive Compensation (referred to as the NEOs), and all directors and executive officers as a group as of March 7, 2022. There were 769,899,467 shares of Duke Energy common stock outstanding as of March 7, 2022.

Name or Identity of Group

Total Shares
Beneficially Owned(1)

Percent
of Class

Michael G. Browning

102,837

Derrick Burks

Annette K. Clayton

10,691

Theodore F. Craver, Jr.

9,943

Robert M. Davis

8,331

Caroline Dorsa

4,441

W. Roy Dunbar

1,591

Nicholas C. Fanandakis

5,280

Kodwo Ghartey-Tagoe

12,053

Lynn J. Good

356,343

John T. Herron

24,681

Dhiaa M. Jamil

40,648

Julia S. Janson

38,064

Idalene F. Kesner

1,006

E. Marie McKee

169

Michael J. Pacilio

1,636

Thomas E. Skains

25,833

William E. Webster, Jr.

4,240

Steven K. Young

107,273

Directors and executive officers as a group (26)

798,615

Represents less than 1%.

(1)

Includes the following number of shares with respect to which directors and executive officers have the right to acquire beneficial ownership within 60 days of March 7, 2022: Mr. Browning – 34,678; Mr. Burks – 29; Ms. Clayton – 5,776; Mr. Craver – 622; Mr. Davis – 2,351; Ms. Dorsa – 0; Mr. Dunbar – 0; Mr. Fanandakis – 2,140; Mr. Ghartey-Tagoe – 0; Ms. Good – 0; Mr. Herron – 0; Mr. Jamil – 0; Ms. Janson – 0; Dr. Kesner – 0; Ms. McKee – 169; Mr. Pacilio – 0; Mr. Skains – 1,637; Mr. Webster – 3,180; and Mr. Young – 0; and all directors and executive officers as a group – 51,408.

Supplemental Table – Including Ownership of Units Representing Common Stock

The table below shows ownership of both Duke Energy common stock (listed in the table above as defined by SEC regulations), as well as units (not listed in the table above) related to Duke Energy common stock under the Directors’ Savings Plan or the Executive Savings Plan, as applicable, which units do not represent an equity interest in Duke Energy, but are equal in economic value to one share of Duke Energy common stock.

Name or Identity of Group	Number of Units
Michael G. Browning		138,092
Derrick Burks		286
Annette K. Clayton		10,691
Theodore F. Craver, Jr.		13,670
Robert M. Davis		8,331
Caroline Dorsa		4,441
W. Roy Dunbar		1,591
Nicholas C. Fanandakis		5,280
Kodwo Ghartey-Tagoe		13,242
Lynn J. Good		356,430
John T. Herron		24,681
Dhiaa M. Jamil		42,862
Julia S. Janson		38,311
Idalene F. Kesner		1,006
E. Marie McKee		69,539
Michael J. Pacilio		1,636
Thomas E. Skains		25,833
William E. Webster, Jr.		11,554
Steven K. Young		107,859

BUILDING A SMARTER ENERGY FUTURE®

DUKE ENERGY 2022 PROXY STATEMENT 37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists the beneficial owners of 5% or more of Duke Energy’s outstanding shares of common stock as of December 31, 2021. This information is based on the most recently available reports filed with the SEC.

Name or Identity of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage
The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355		66,738,560		8.68%
BlackRock Inc.(2) 40 East 52nd Street New York, NY 10022		53,412,420		6.90%
State Street Corporation(3) State Street Financial Center One Lincoln Street Boston, MA 02111		39,416,653		5.13%

(1)

According to the Schedule 13G/A filed by The Vanguard Group, these shares are beneficially owned by The Vanguard Group, which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has no shares with sole voting power, 1,507,591 shares with shared voting power, sole dispositive power with regard to 63,340,117 shares, and 3,398,443 shares with shared dispositive power.

(2)

According to the Schedule 13G/A filed by BlackRock Inc., these shares are beneficially owned by BlackRock Inc., which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has sole voting power with respect to 45,132,511 shares, no shares with shared voting power, sole dispositive power with regard to 53,412,420 shares, and no shares with shared dispositive power.

(3)

According to the Schedule 13G filed by State Street Corporation, these shares are beneficially owned by State Street Corporation, which is the parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) to various investment companies, and has no shares with sole voting power, 35,051,076 shares with shared voting power, no shares with sole dispositive power, and 39,365,840 shares with shared dispositive power.

Prohibition on Hedging and Pledging

Under our Securities Trading Policy, our directors, officers, employees, and their “related persons” may not engage in any hedging or monetization transactions with respect to Duke Energy securities, including by trading in put or call options, warrants, swaps, forwards and other derivatives or similar instruments on our securities, or by selling Duke Energy securities “short.” In addition, our directors, officers, employees, and their related persons are prohibited from holding Duke Energy securities in a margin account or otherwise pledging our securities in any way, including as collateral for a loan. For purposes of this policy, a “related person” of any director or employee includes the spouse, minor children, or anyone else living in the director’s or employee’s household, partnerships in which the director or employee is a general partner, trusts of which the director or employee is a trustee, estates of which the director or employee is an executor, and any other legal entities controlled by the director or employee.

38 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

PROPOSAL 2:

RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022

The Audit Committee is directly responsible for the appointment and compensation, including the preapproval of audit fees as described below, and the retention and oversight of the independent registered public accounting firm that audits our financial statements and our internal control over financial reporting. The Audit Committee annually performs an assessment of Deloitte’s independence and performance in deciding whether to retain Deloitte or engage a different

independent auditor. Based on this evaluation, the Audit Committee has selected Deloitte as Duke Energy’s independent registered public accounting firm for 2022. This appointment is being submitted to shareholders for its ratification as the Audit Committee and the Board believes that the continued retention of Deloitte as our independent registered public accounting firm is in the best interests of Duke Energy and our shareholders.

Independence

Deloitte (or one of its predecessor companies) has served as our independent registered public accounting firm since 1947. Deloitte’s level of service, industry experience, and years of experience with Duke Energy have allowed them to gain expertise regarding Duke Energy’s operations, accounting policies and practices, and internal controls over financial reporting. It also prevents the significant time commitment that educating a new auditor would entail, which could also result in a distraction in focus for Duke Energy management and enables a more efficient fee structure.

To safeguard the continued independence of the independent registered public accounting firm, the Audit Committee adopted a policy that provides that the independent registered public accounting firm is only permitted to provide services to Duke Energy and our subsidiaries that have been preapproved by the Audit Committee. Pursuant to the policy, detailed audit services, audit-related services, tax services, and certain other services have been specifically preapproved up to certain categorical fee limits. Proposed services exceeding cost of preapproved limits must be approved by the Audit Committee before the independent registered public accounting firm is engaged for such service. All other services that are not prohibited pursuant to the SEC’s or other applicable regulatory bodies’ rules or regulations must be specifically approved by the Audit Committee before the

independent registered public accounting firm is engaged for such service. All services performed in 2021 and 2020 by the independent registered public accounting firm were approved by the Duke Energy Audit Committee pursuant to its policy on Engaging the Independent Auditor for Services. Information on Deloitte’s fees for services rendered in 2021 and 2020 are listed below.

In addition to the annual review of Deloitte’s independence and in association with the mandatory rotation of Deloitte’s lead engagement partner every five years, the Audit Committee oversees the selection of Deloitte’s new lead engagement partner, including discussing candidate qualifications and interviewing potential candidates put forth by Deloitte. Deloitte’s lead engagement partner was last approved by the Audit Committee in 2018 to begin in the 2019 audit year.

Representatives of Deloitte are expected to participate in the Annual Meeting and will be available to respond to appropriate questions that are submitted in advance of or at the Annual Meeting.

The approval of a majority of shares represented in person or by proxy at the Annual Meeting is required to approve this proposal.

Audit Fees

Type of Fees	2021			2020
Audit Fees(1)		$	13,160,000		$	12,949,000
Audit-Related Fees(2)			1,496,000			1,681,000
Tax Fees(3)			20,000			75,000
All Other Fees(4)			30,000			10,000
Total fees:		$	14,706,000		$	14,715,000

(1)

Audit Fees are fees billed, or expected to be billed, by Deloitte for professional services for the financial statement audits of Duke Energy and our subsidiaries, including the audit of the internal control over financial reporting of Duke Energy and subsidiaries included in Duke Energy’s 2021 Form 10-K, reviews of financial statements included in Duke Energy’s Quarterly Reports on Form 10-Q, statutory and regulatory attestation procedures, and services associated with securities filings, such as comfort letters and consents.

(2)

Audit-Related Fees are fees billed, or expected to be billed, by Deloitte for assurance and related services, including examinations of management assertions on financial reporting-related matters.

(3)

Tax Fees are fees billed, or expected to be billed, by Deloitte for tax return assistance and preparation, tax examination assistance, and professional services related to tax planning and tax strategy.

(4)

Other Fees are billed, or expected to be billed, by Deloitte for attendance at Deloitte-sponsored trainings, conferences, and access to Deloitte research tools and subscription services.

For the Above Reasons, the Board of Directors Recommends a Vote “FOR” This Proposal.

BUILDING A SMARTER ENERGY FUTURE®

DUKE ENERGY 2022 PROXY STATEMENT 39

REPORT OF THE AUDIT COMMITTEE

The following is the report of the Audit Committee with respect to Duke Energy’s audited financial statements for the fiscal year ended December 31, 2021. The information contained in this report of the Audit Committee shall not be deemed to be “soliciting material” or “filed” or “incorporated by reference” in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Duke Energy specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

The purpose of the Audit Committee is to assist the Board in its general oversight of Duke Energy’s financial reporting, internal audit functions, and internal controls, including disclosure controls and procedures. The Audit Committee’s charter describes in greater detail the full responsibilities of the committee and is available on our website at duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/audit. Further information about the Audit Committee, its policy on Engaging the Independent Auditor for Services, and its members is detailed on pages 27 and 39 of this proxy statement.

The Audit Committee has reviewed and discussed the consolidated financial statements of Duke Energy and its subsidiaries with management and Deloitte, Duke Energy’s independent registered public accounting firm. Management is responsible for the preparation, presentation, and integrity of Duke Energy’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15I); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and, evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Deloitte is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with GAAP, as well as expressing an opinion on the effectiveness of internal control over financial reporting based on the criteria established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Audit Committee reviewed the Company’s audited financial statements with management and Deloitte, and met separately with both management and Deloitte to discuss and review those financial statements and reports prior to issuance. These discussions also addressed the quality, not

just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. Management has represented, and Deloitte has confirmed, that the financial statements for the fiscal year ended December 31, 2021, are fairly presented, in all material respects, in conformity with GAAP.

In addition, management completed the documentation, testing, and evaluation of Duke Energy’s system of internal control over financial reporting in response to the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received updates provided by management and Deloitte at the regularly scheduled Audit Committee meetings. At the conclusion of the process and prior to the filing of the 2021 Form 10-K with the SEC, management presented to the Audit Committee on the effectiveness of Duke Energy’s internal control over financial reporting. The Audit Committee also reviewed the report of management contained in Duke Energy’s 2021 Form 10-K filed with the SEC, as well as Deloitte’s report included in the Company’s 2021 Form 10-K related to its audit of the effectiveness of internal control over financial reporting.

The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. In addition, Deloitte has provided the Audit Committee with the written disclosures and the letter required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, “Communications with Audit Committees Concerning Independence” that relates to Deloitte’s independence from Duke Energy and our subsidiaries and the Audit Committee has discussed with Deloitte the firm’s independence.

Based on its review of the consolidated financial statements and discussions with and representations from management and Deloitte referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in Duke Energy’s 2021 Form 10-K for filing with the SEC.

Audit Committee

Theodore F. Craver, Jr., Chair
Annette K. Clayton
Caroline Dorsa
Nicholas C. Fanandakis

40 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

PROPOSAL 3:

ADVISORY VOTE TO APPROVE DUKE ENERGY’S NAMED EXECUTIVE OFFICER COMPENSATION

Duke Energy’s shareholders recommended that our Board hold say-on-pay votes on an annual basis. As a result, we are providing our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our NEOs as disclosed in this proxy statement. This proposal gives our shareholders the opportunity to express their views on the compensation of our NEOs.

In connection with this proposal, the Board encourages shareholders to review, in detail, the description of the compensation program for our NEOs that is set forth in the Compensation Discussion and Analysis beginning on page 42, as well as the information contained in the compensation tables and narrative discussion in this proxy statement.

As described in more detail in the Compensation Discussion and Analysis section, the guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of our executives and shareholders should be aligned. Our compensation program is designed to provide significant upside and downside potential depending on actual results as compared to predetermined measures of success. A significant portion of our NEOs’ TDC is directly contingent upon achieving specific results that are important to our long-term success and

growth in shareholder value. We supplement our pay for performance program with a number of compensation policies that are aligned with the long-term interests of Duke Energy and our shareholders.

We are asking our shareholders to indicate their support for the compensation of our NEOs as disclosed in this proxy statement by voting “FOR” the following resolution:

“RESOLVED, that the shareholders of Duke Energy approve, on an advisory basis, the compensation paid to Duke Energy’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion in Duke Energy’s 2022 Proxy Statement.”

The approval of a majority of shares represented in person or by proxy at the Annual Meeting is required to approve this proposal. Because your vote is advisory, it will not be binding on the Board, the Compensation and People Development Committee, or Duke Energy. The Compensation and People Development Committee, however, will review the voting results and take them into consideration when making future decisions regarding the compensation of our NEOs.

For the Above Reasons, the Board of Directors Recommends a Vote “FOR” This Proposal.

REPORT OF THE COMPENSATION AND PEOPLE DEVELOPMENT COMMITTEE

The Compensation and People Development Committee is responsible for the oversight of Duke Energy’s compensation programs and compensation of Duke Energy’s executive officers per the Compensation and People Development Committee’s charter, which is available on our website at duke-energy.com/our-company/investors/corporate-governance/board-committee-charters/compensation.

The Compensation and People Development Committee of Duke Energy has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation and People Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation and People Development Committee

E. Marie McKee, Chair
Michael G. Browning
Caroline Dorsa
W. Roy Dunbar
Thomas E. Skains

BUILDING A SMARTER ENERGY FUTURE®

DUKE ENERGY 2022 PROXY STATEMENT 41

COMPENSATION DISCUSSION AND ANALYSIS

Section 1: Executive Summary

The purpose of this Compensation Discussion and Analysis is to provide information about Duke Energy’s compensation objectives and policies for our NEOs, who, for 2021, are:

	Name			Title
	Lynn J. Good			Chair, President and CEO
	Steven K. Young			Executive Vice President and CFO
	Dhiaa M. Jamil			Executive Vice President and COO
	Julia S. Janson			Executive Vice President and CEO, Duke Energy Carolinas
	Kodwo Ghartey-Tagoe			Executive Vice President, Chief Legal Officer and Corporate Secretary

Compensation Objectives and Principles for 2021

•

Our compensation program is designed to link pay to performance, with the goal of attracting and retaining talented executives, rewarding individual performance, sustaining long-term performance, and aligning the interests of our management team with those of key stakeholders, including shareholders and customers.

•

Our compensation program provides significant upside and downside potential depending on actual results, as compared to predetermined goals for success.

•

When establishing our executive compensation program for 2021, we took into consideration the evolving nature of our business strategy along with a focus on maximizing long-term value and providing safe, reliable, and cost-effective service to our customers.

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Shareholder Engagement

We have a long-standing history of engaging with, and responding to the feedback provided by, our shareholders and value the deep relationships we have built. That feedback over time has greatly informed our compensation and governance programs, as well as our environmental and social initiatives. Given its success, we continued our shareholder outreach program in 2021, meeting with the holders of more than one-third of our outstanding shares. Our outreach team included independent members of our Board, as well as management representing, among others, Investor Relations, Government Affairs, Sustainability, Human Resources, and the Legal Department.

The focus of these meetings was to provide an update on:

•

our strategic vision, including our goal to reach net-zero carbon emissions from electricity generation by 2050;

•

our operational priorities, including our response to the pandemic;

•

Board oversight and composition, including diversity and skills;

•

our commitment to, and progress on, ESG issues;

•

our focus on a just transition for our employees and communities during our clean energy transition;

•

our human capital management, including our diversity, equity, and inclusion initiatives; and

•

our executive compensation program.

42 DUKE ENERGY 2022 PROXY STATEMENT

BUILDING A SMARTER ENERGY FUTURE®

COMPENSATION DISCUSSION AND ANALYSIS

Core Areas of Focus

Under the leadership of Ms. Good, we have intensified our focus on serving our customers and communities while leading the way to a safe, secure, and responsible energy future. Our strategy for the next decade is clear. We see a long runway of opportunities ahead and remain focused on investing in infrastructure our customers value and delivering sustainable growth for our investors.

Duke Energy is committed to creating value for our shareholders and customers while executing on our clean energy transformation.

2021 Business Highlights

In 2021, Duke Energy successfully continued along its path for sustainable long-term growth. We worked collaboratively with stakeholders across our service territories to advance our strategy of transforming for a cleaner future – all built on a foundation of safety, operational excellence, and a diverse and inclusive workforce. Our business highlights in 2021 include the following:

Financial Performance

•

In 2021, we delivered adjusted EPS in the top half of our original adjusted earnings guidance range of $5.00 to $5.30 for the year.

•

2021 also marked the 95th year we continued our dividend commitment to our shareholders.

•

We achieved a TSR in 2021 of 19.1% as compared to a TSR of 18.2% for the UTY.

Advancing Our Cleaner Energy Future

•

In 2021, we surpassed a milestone of 10,000 MW of renewables on the system and are on track to pass 16,000 MW by 2025 and 24,000 MW by 2030. We also retired over 950 MW of coal during 2021 with a plan for renewables to comprise at least 40% of our energy mix by 2050.

•

In June 2021, we filed an application to renew Oconee Nuclear Station’s operating licenses for an additional 20 years. This represents the first step in renewing operating licenses for all 11 of Duke Energy’s nuclear reactors.

	RULES OF CONDUCT FOR THE ANNUAL MEETING					1
	PROXY SUMMARY					2
	PROPOSAL 1: ELECTION OF DIRECTORS					11
	INFORMATION ON THE BOARD OF DIRECTORS					20
	REPORT OF THE CORPORATE GOVERNANCE COMMITTEE					31
	DIRECTOR COMPENSATION					35
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					37
	PROPOSAL 2: RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022					39
	REPORT OF THE AUDIT COMMITTEE					40
	PROPOSAL 3: ADVISORY VOTE TO APPROVE DUKE ENERGY’S NAMED EXECUTIVE OFFICER COMPENSATION					41
	REPORT OF THE COMPENSATION AND PEOPLE DEVELOPMENT COMMITTEE					41
	COMPENSATION DISCUSSION AND ANALYSIS					42
	EXECUTIVE COMPENSATION					60
	PROPOSAL 4: SHAREHOLDER PROPOSAL					73
	FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING					76
	OTHER INFORMATION					79
	GLOSSARY OF TERMS					81
	APPENDIX A CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION					82
	APPENDIX B NON-GAAP FINANCIAL MEASURES					84