Duke Energy CORPDUK
Duke Energy CORP Stock Compensation Disclosure
STOCK-BASED COMPENSATION
The Duke Energy Corporation 2023 Long-Term Incentive Plan (the 2023 Plan) provides for the grant of stock-based compensation awards to employees and outside directors. The 2023 Plan superseded the Duke Energy Corporation 2015 Long-Term Incentive Plan (the 2015 Plan). No additional grants will be made from the 2015 Plan. The 2023 Plan reserves 15 million shares of common stock for issuance. Duke Energy has historically issued new shares upon exercising or vesting of share-based awards. However, Duke Energy may use a combination of new share issuances and open market repurchases for share-based awards that are exercised or vest in the future. Duke Energy has not determined with certainty the amount of such new share issuances or open market repurchases.
The following table summarizes the total expense recognized by the Duke Energy Registrants, net of tax, for stock-based compensation.
| Years Ended December 31, | |||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Duke Energy | $ | 74 | $ | 70 | $ | 71 | |||||||||||
| Duke Energy Carolinas | 27 | 25 | 25 | ||||||||||||||
| Progress Energy | 29 | 28 | 28 | ||||||||||||||
| Duke Energy Progress | 18 | 17 | 17 | ||||||||||||||
| Duke Energy Florida | 11 | 11 | 11 | ||||||||||||||
| Duke Energy Ohio | 6 | 5 | 5 | ||||||||||||||
| Duke Energy Indiana | 8 | 7 | 7 | ||||||||||||||
| Piedmont | 4 | 4 | 4 | ||||||||||||||
Duke Energy's pretax stock-based compensation costs, the tax benefit associated with stock-based compensation expense and stock-based compensation costs capitalized are included in the following table.
| Years Ended December 31, | |||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| RSU awards | $ | 58 | $ | 49 | $ | 54 | |||||||||||
| Performance awards | 44 | 47 | 43 | ||||||||||||||
| Pretax stock-based compensation cost | $ | 102 | $ | 96 | $ | 97 | |||||||||||
| Stock-based compensation costs capitalized | 7 | 6 | 6 | ||||||||||||||
| Stock-based compensation expense | $ | 95 | $ | 90 | $ | 91 | |||||||||||
| Tax benefit associated with stock-based compensation expense | $ | 21 | $ | 20 | $ | 20 | |||||||||||
RESTRICTED STOCK UNIT AWARDS
RSU awards generally vest over periods from immediate to three years. Fair value amounts are based on the market price of Duke Energy's common stock on the grant date. The following table includes information related to RSU awards.
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Shares granted (in thousands) | 564 | 598 | 670 | ||||||||||||||
| Fair value (in millions) | $ | 66 | $ | 59 | $ | 65 | |||||||||||
The following table summarizes information about RSU awards outstanding.
| Weighted Average | |||||||||||
| Shares | Grant Date Fair Value | ||||||||||
| (in thousands) | (per share) | ||||||||||
Outstanding at December 31, 2024 | 1,059 | $ | 98 | ||||||||
| Granted | 564 | 117 | |||||||||
| Vested | (602) | 99 | |||||||||
| Forfeited | (59) | 109 | |||||||||
Outstanding at December 31, 2025 | 962 | 108 | |||||||||
| RSU awards expected to vest | 897 | 108 | |||||||||
The total grant date fair value of shares vested during the years ended December 31, 2025, 2024 and 2023, was $59 million, $55 million and $52 million, respectively. At December 31, 2025, Duke Energy had $38 million of unrecognized compensation cost, which is expected to be recognized over a weighted average period of 23 months.
PERFORMANCE AWARDS
Stock-based performance awards generally vest after three years to the extent performance targets are met. The actual number of shares issued will range from zero to 200% of target shares, depending on the level of performance achieved.
Performance awards contain performance conditions and a market condition. The performance conditions are based on Duke Energy's cumulative adjusted EPS and total incident case rate (total incident case rate is one of our key employee safety metrics). The market condition is based on TSR of Duke Energy relative to a predefined peer group.
Relative TSR is valued using a path-dependent model that incorporates expected relative TSR into the fair value determination of Duke Energy’s performance-based share awards. The model uses three-year historical volatilities and correlations for all companies in the predefined peer group, including Duke Energy, to simulate Duke Energy’s relative TSR as of the end of the performance period. For each simulation, Duke Energy’s relative TSR associated with the simulated stock price at the end of the performance period plus expected dividends within the period results in a value per share for the award portfolio. The average of these simulations is the expected portfolio value per share. Actual life to date results of Duke Energy’s relative TSR for each grant are incorporated within the model. For performance awards granted in 2025, the model used a risk-free interest rate of 4.04%, which reflects the yield on three-year Treasury bonds as of the grant date, and an expected volatility of 18.8% based on Duke Energy's historical volatility over three years using daily stock prices.
The following table includes information related to stock-based performance awards.
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Shares granted assuming target performance (in thousands) | 338 | 440 | 422 | ||||||||||||||
| Fair value (in millions) | $ | 41 | $ | 42 | $ | 42 | |||||||||||
The following table summarizes information about stock-based performance awards outstanding and assumes payout at the target level.
| Weighted Average | |||||||||||
| Shares | Grant Date Fair Value | ||||||||||
| (in thousands) | (per share) | ||||||||||
Outstanding at December 31, 2024 | 1,187 | $ | 98 | ||||||||
| Granted | 338 | 122 | |||||||||
| Vested | (382) | 99 | |||||||||
| Forfeited | (36) | 116 | |||||||||
Outstanding at December 31, 2025 | 1,107 | 104 | |||||||||
| Stock-based performance awards expected to vest | 1,079 | 104 | |||||||||
The total grant date fair value of shares vested during the years ended December 31, 2025, 2024 and 2023, was $38 million, $30 million and $31 million, respectively. At December 31, 2025, Duke Energy had $26 million of unrecognized compensation cost, which is expected to be recognized over a weighted average period of 22 months.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2017 | Feb 21, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.