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Summary Compensation TableThe following table sets forth information regarding compensation to the current Chief Executive Officer, the prior Chief Executive Officer, the other four most highly compensated executive officers of Duke Energy who were serving as executive officers at the end of 2003 and one additional individual (Robert P. Brace) who would have been among the four highest paid executive officers had he been serving in that capacity at the end of 2003, for services to Duke Energy for the years ended December 31, 2003, 2002, and 2001.
1 Mr. Anderson was elected Chairman of the Board and Chief Executive Officer effective November 1, 2003. 2 Mr. Priory resigned as Chairman and Chief Executive Officer effective November 1, 2003. 3 Mr. Brace resigned as Executive Vice President and Chief Financial Officer effective November 21, 2003. 4 Mr. Blackburn resigned as Executive Vice President, General Counsel, Chief Administrative Officer and Secretary effective January 1, 2004. 5 Messrs. Fowler, Brace, Osborne and Blackburn elected to forego a portion of their 2001 cash bonus, as shown, for stock options under the Short-Term Incentive Exchange Program described in the Report of the Compensation Committee above as follows: Mr. Fowler, $225,002 for 42,100 option shares; Mr. Brace, $357,500 for 66,800 option shares; Mr. Osborne, $150,001 for 28,000 option shares; Mr. Blackburn, $308,747 for 57,700 option shares. The awards were granted under the Duke Energy 1998 Long-Term Incentive Plan on January 17, 2002, at the fair market value on that date of $38.33, as provided under the plan. The number of option shares awarded was calculated by dividing the foregone cash by 50% of the present value of a share of Duke Energy Common Stock on the date of grant. The options were 100% vested at grant. 6 Includes payments totaling $65,408 for financial planning services in connection with Mr. Brace's employment package. 7 Mr. Anderson received an award of performance
shares granted under the Duke Energy 1998 Long-Term Incentive Plan upon his
employment with Duke Energy. The award was made on November 17, 2003.
Performance shares are represented by units denominated in shares of Duke Energy
Common Stock. Each performance share represents the right to receive, upon
vesting, one share of Duke Energy Common Stock. Up to one hundred twenty thousand
(120,000) shares will vest on each of December 31, 2004, December 31,
2005, and December 31, 2006, subject to achievement of performance goals
to be established for calendar years 2004, 2005, and 2006, respectively. Any
shares subject to vesting in calendar years 2004, 2005, and 2006 that do not
vest as a result of achieving performance goals associated with those years
will be forfeited. Payment of any vested performance shares will be made in
shares of Duke Energy Common Stock to Mr. Anderson upon termination of
his employment with Duke Energy. The performance share award also grants an
equal number of dividend equivalents, which represent the right to receive
cash payments equivalent to the cash dividends paid on the number of shares
of Duke Energy Common Stock represented by the performance shares awarded,
less any shares forfeited based on performance, until termination of Mr. Anderson's
employment with Duke Energy. Mr. Anderson's aggregate performance share
holdings at December 31, 2003, were 360,000 shares, with a value on that
date of $7,362,000. Other payment conditions with respect to Mr. Anderson's
performance share award are described in more detail in "Employment
Contracts and Termination of Employment and Change-in-Control Arrangements". 8 Mr. Anderson received an award of phantom
stock granted under the Duke Energy 1998 Long-Term Incentive Plan upon his
employment with Duke Energy. The award was made on November 17, 2003.
Phantom stock is represented by units denominated in shares of Duke Energy
Common Stock. Each phantom stock unit represents the right to receive, upon
vesting, one share of Duke Energy Common Stock. Forty-five thousand (45,000)
units of the phantom stock award to Mr. Anderson vested on January 1,
2004. The remaining 240,000 units will vest in quarterly installments of 20,000
units beginning April 1, 2004, and ending on January 1, 2007. Payment
of vested phantom stock units will be made in shares of Duke Energy Common
Stock to Mr. Anderson upon termination of his employment with Duke Energy.
The phantom stock award also grants an equal number of dividend equivalents,
which represent the right to receive cash payments equivalent to the cash dividends
paid on the number of shares of Duke Energy Common Stock represented by the
phantom stock units awarded, until termination of Mr. Anderson's employment
with Duke Energy. Other payment conditions with respect to Mr. Anderson's
phantom stock award are described in more detail in "Employment
Contracts and Termination of Employment and Change-in-Control Arrangements".
Mr. Brace received an award of restricted stock upon his employment with Duke Energy. Mr. Brace's aggregate restricted stock holdings at December 31, 2003, were 20,000 shares, with a value on that date of $409,000. Dividends are paid on such shares. The shares vested on January 1, 2004. 9 Amounts shown represent the dollar value of Duke Energy Common Stock paid in 2002 based on achievement in 2000 of a target total shareholder return goal. Pursuant to the terms of the performance share awards granted in 1999, no payments under the award could occur prior to the third anniversary of the date of the award. Each of the executives receiving these payments, except Dr. Shaw, elected to defer them in the form of stock units held in accounts in the Duke Energy Corporation Executive Savings Plan. 10 All Other Compensation column includes the
following for 2003:
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