Dear Fellow CII members:


Because many institutional investors are concerned that excessive tenure may diminish the independence of directors and their ability to provide effective oversight of management on behalf of shareowners, we wanted to explain why we disagree with an assertion contained in the ISS analysis on Duke Energy (NYSE: DUK).  ISS notes the tenure of Duke’s Lead Independent Director Michael Browning as 15 years, when in fact Browning has served on the board of Duke and predecessors for 31 years.  Pasted below is text from the exempt solicitation Majority Action filed on Duke Energy, which is available at this link. Please feel free to contact me if you have any questions or concerns about these materials.

Kind regards,

Lisa Lindsley | Director of Investor Engagement | Majority Action | +1.201.321.0301

 

●      Mr. Browning, age 74, lacks the qualifications and experience needed to provide oversight in the absence of an independent Chair. Mr. Browning is Chairman of a closely-held Indiana real estate firm.[i] He has served on the board of Duke and its predecessors for 31 years. Under Duke’s own Principles of Corporate Governance, he should have retired from the board at the 15-year mark, in 2005. Instead, the company revised his proxy biography, changing his reported first year on the board from 1990 in the 2014 proxy statement to 2006 in the 2015 proxy statement. These facts were fully documented in communications filed as exempt solicitations by Majority Action in 2019[ii] and 2020.[iii]

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●      Mr. Browning has no proxy-reported experience as an executive of any public company. His proxy-reported board experience outside of Duke is limited to service prior to 2007 on the board of a small firm whose shares traded on OTC link and service during the 20th century on the boards of two long-defunct companies.[iv]

●      Despite his weak credentials and over-long tenure, Mr. Browning has been Lead Independent Director since January 1, 2016.[v]