Progress Energy 2010 Annual Report Download - page 162

PROXY STATEMENT
24
Base Salary
32%
Annual
Incentive
18%
Long-term
Incentive
50%
Percent of target
compensation that
is at risk = 68%
NEO (Excluding CEO) Mix of Target Compensation
• The Organization and Compensation Committee of the Company’s Board of Directors (in this
Compensation Discussion and Analysis section, the “Committee”) made a number of its decisions in
consideration of the challenging economic environment such as:
• noincreasestotheCEO’sandotherNEOs’basesalariesotherthanonemarket-based
adjustment, and
• a20%reductionintheannualgrantofrestrictedstockunits(RSUs).
• TheCompanywilladoptacompensationrecoupmentpolicythatwill,ataminimum,complywiththe
final rules issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-
Frank Act”). Pursuant to the Dodd-Frank Act, in the event the Company is required to prepare an
accounting restatement due to material non-compliance with financial reporting requirements under the
U.S. securities laws, the Company would be required to recover compensation regardless of whether
the executive officers covered by the recoupment policy engaged in misconduct or otherwise caused or
contributed to the requirement for restatement.
• OurCEOhasagreedthatifheisinvoluntarilyterminatedwithout“cause”orresignsfor“goodreason”
on or prior to the second anniversary of the completion of the proposed merger with Duke Energy
Corporation, he will not receive a tax gross-up for any of his excise tax obligation (as disclosed below
on page 38).
For 2010, the Company’s NEOs were:
• WilliamD.Johnson,Chairman,PresidentandChiefExecutiveOfficer;
• MarkF.Mulhern,SeniorVicePresidentandChiefFinancialOfficer;
• JeffreyJ.Lyash,ExecutiveVicePresident–EnergySupply(formerlyExecutiveVicePresident–
Corporate Development);
• LloydM.Yates,PresidentandChiefExecutiveOfficer,ProgressEnergyCarolinas,Inc.(PEC);and
• JohnR.McArthur,ExecutiveVicePresident,GeneralCounselandCorporateSecretary.