Energy merger brings Rogers to Raleigh to explain boardroom coup

Merger’s second act will explore boardroom coup

jmurawski@newsobserver.comJuly 9, 2012 

  • If you go The public hearing begins at 2 p.m. in the N.C. Utilities Commission Hearing Room in the Dobbs Building at 430 N. Salisbury St., Raleigh.
  • Bill Johnson’s exit package

    After Bill Johnson abruptly resigned from Duke Energy following its merger with Progress Energy, the former CEO of Progress walked away with a severance payout valued at about $10 million as part of his $44.7 million farewell package.

    The breakdown:

    • $8.8 million in severance pay.

    • Between $500,000 and $1.5 million in exchange for agreeing not to disparage Duke Energy.

    • Up to $7.4 million for payment of taxes.

    • $14.3 million in stock that vested when he resigned.

    • $12.7 million in retirement and deferred compensation that he previously earned.

    SOURCE: Duke Energy

According to his corporate publicists, he’s a “CEO Statesman” and a public intellectual in the vanguard on society’s most pressing energy issues. His credentials include speeches and hobnobbing at the U.N. General Assembly, World Economic Forum and Clinton Global Initiative.

His detractors have called him a “silver-tongued devil” and “one of the most dangerous utility leaders in the nation” in ruthless pursuit of profit and self-aggrandizement. They point to $1 billion in cost overruns on a coal-fired power plant in Indiana that exploded in an influence-peddling scandal, leading to the firing of Duke executives and the indictment of a former state utility regulator.

Duke Energy Chief Executive Jim Rogers, 64, brings those conflicting reputations with him to Raleigh on Tuesday to answer questions about a week-old clamor embroiling two of North Carolina’s oldest, largest and most respected companies.

Rogers will face the N.C. Utilities Commission to answer questions about last week’s palace coup at Duke that resulted in the abrupt resignation of Bill Johnson as CEO. The public hearing is expected to be unlike anything the sleepy commission has ever experienced, bringing a crush of TV cameras and national news outlets upon a panel of political appointees that few residents of North Carolina could name.

The N.C. Utilities Commission on Friday launched an investigation into Johnson’s exit, essentially reopening its recent approval of the merger between Charlotte-based Duke and Raleigh-based Progress Energy. The commission had approved the merger on the understanding that Johnson would be CEO of the merged company, and wants to know whether Duke misled regulators to get the merger passed, summarily sacking Johnson as soon as the deal was done.

While the commission has the authority to rescind or modify its decisions, such a move is almost unheard of and is spreading jitters on Wall Street. Amid the uncertainty of how Rogers will perform under oath, and as the backlash intensifies against his power company, Duke’s stock has been in a steady decline.

‘A vacuous Wall Street soul’

At least one Progress board member is calling for Rogers’ removal and Johnson’s reinstatement, while enraged Progress employees are urging the commission to undo the entire merger.

“I feel as if I have been sucker punched three times by Duke Energy,” Progress employee Craig Scott wrote to the commission. “I feel now that all the good things we have done have been tainted by these energy ‘pirates.’ ”

Customers have also piled on.

“The Commission was punked!” Raleigh resident George Habel wrote to the commission. “Raleigh has lost a venerable headquarters company to a new entity with a vacuous Wall Street soul.”

Some are suggesting that Duke may have had its reasons for forcing Johnson to resign. Even environmentalists are divided. Some detest Rogers as a double-dealing self-promoter, but others defend him as a daring innovator in a risk-averse industry.

Rogers’ green credentials seem at odds with his position as a utility executive who oversees one of the nation’s largest fleets of coal-burning power plants. He sits on the boards of the World Business Council for Sustainable Development, Institute for Electric Efficiency, National Action Plan for Energy Efficiency, Alliance to Save Energy, Aspen Institute and Duke University’s Nicholas Institute for Environmental Policy Solutions.

“He knows the value of energy efficiency, and he was willing to talk about it as a resource,” said Stephen Smith, executive director of the Southern Alliance for Clean Energy. “I’m not in the camp where I’m crying about Johnson not getting the position.”

Johnson, 58, has remained out of sight, bound by a gag order in his $10.3 million severance package that forbids him from disparaging his former employer. Johnson was not directed to appear before the commission to answer questions and will not be able to present his version of events. The ousted executive has hired his close friend, Wade Smith, a prominent white-collar defense attorney, to advise him in a situation that many call unprecedented in the U.S. utility industry.

But the gag order does not apply in legal proceedings, which means that Rogers will be able to answer questions and tell Duke’s version of the story of why Johnson had to go.

Duke had planned for Rogers and senior Duke executives to speak to Progress employees in downtown Raleigh on Tuesday morning, but postponed that session until Wednesday. Rogers told Progress employees in an internal memo that the company is taking the investigation “very seriously” and added that “there is a lot of work we need to do to get ready for the hearing.”

“I’m sure he’ll be coached well in what to say going in,” said Andy Smith, a stock analyst at the Edward Jones firm in St. Louis. Rogers, he said, will probably stick to rehearsed talking points and the “company line.”

The N.C. Utilities Commission appears to have other intentions. The commission on Friday released a list of questions it wants Rogers to answer, including whether customers or shareholders will pay Johnson’s severance package. Costs are a sore point with regulators who have vowed not to pass on any merger-related expenses to customers.

The Progress-Duke merger will involve the elimination of 1,860 positions, most of them at Progress, which will lose a corporate headquarters in downtown Raleigh. Johnson’s control of the company was intended as a measure of protection for the community and for Progress managers and employees who were absorbed into the merged Duke.

Bitterness over shift

Johnson’s continuity was also a major selling point for the Progress board that voted for the merger, and his departure has exposed a deep rift.

James E. Bostic Jr., a retired Georgia-Pacific executive vice-president whose tenure on the Progress board of directors ran from 2002 until the merger was completed last week, contends that Rogers isn’t the right CEO for the combined company, which is now the nation’s largest electric utility.

“He is kind of a local political kind of guy rather than a utility CEO,” Bostic said. “It was really, really a disaster for Duke to not have Bill become their CEO because Bill understands the utilities business and he was going to work very hard to make sure we got the kind of shareholder returns we (should).”

The commission’s questions will also cover Duke’s failure to notify the commission about the replacement of Johnson, the reason for Johnson’s ouster, and who was responsible for the decision to remove Johnson.

And the commission is also receiving plenty of recommendations from the public.

“Will they hold to some of their other promises, or will they be broken just as easily?” asked Progress Energy employee Eddie Chavis by email. “The news hit hard around the office; morale is low and everyone is in a funk.”

News researcher Peggy Neal contributed

Murawski: 919-829-8932

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