RALEIGH — Duke Energy Chief Executive Jim Rogers on Tuesday bared the Charlotte-based power companys decision to fire CEO Bill Johnson last week, laying the blame on the Progress chiefs autocratic style and the unacceptable performance of Progress Energys nuclear plants on his watch.
In an extraordinary four-hour public hearing before the N.C. Utilities Commission, Rogers also revealed to a testy commission that a trio of senior executives, who had come from Progress with Johnson, resigned in the wake of his ouster.
The top-level resignations confirm Wall Street concerns that Johnsons firing could lead to an exodus of former Progress executives and cause months of dissension at Duke.
Rogers said the board had specific concerns about Progress handling of its damaged Crystal River nuclear plant in Florida, which has been idle since 2009 and could cost $2.5 billion to repair.
He said that the original intent was to make Johnson CEO, but a corporate board has the sole discretion to choose a CEO as it best sees fit. The company was obligated to close the deal before it could legally ask for Johnsons resignation.
When I boil all this down, it was a loss of confidence in Bill, and each director had different reasons, Rogers said at the hearing. It became clear and this was troubling to the board that Progress viewed this (merger) as a takeover of Duke, based on behaviors, actions, treatment of people.
... The behavior of the Progress executives, the behavior and comments of Bill Johnson, had a chilling impact on many of the top executives at Duke in terms of whether they were free to speak out about their concerns or if there would be retaliation, Rogers said.
Alfred C. Tollison Jr. and John Mullin III, two former Progress Energy directors who voted for the merger last year and were outraged by Johnsons ouster, decried Rogers depiction of Johnson. They left the board when the merger closed.
Mullin, in an interview after the hearing, derided the issues raised by Rogers as completely bogus.
Tollison said of Johnson, I would not describe him as an autocratic leader. He really was beloved by employees of Progress Energy.
Neither Tollison nor Mullin attended the hearing.
Rogers next stop is the downtown Raleigh Marriott hotel, where the beleaguered CEO will address angry and emotional Progress employees Wednesday morning.
The utilities commission is investigating Charlotte-based Dukes ouster of Johnson after the companies promising, numerous times over many months, that the Progress CEO would run the combined Duke if the two companies were allowed to merge. Those terms were key for state regulators in approving the merger because Johnsons leadership would provide a measure of protection for Progress employees and for maintaining a significant workforce in Raleigh.
The state Attorney General has opened a separate investigation, directing Duke to turn over memos, emails and other documents.
We got part of the story
The revelations about the Fortune 500 boardroom coup could be far from over. Commission Chairman Edward Finley Jr. hinted after the hearing that the commissioners will mull directing Johnson to take the stand to tell his version of events. Such a decision would prolong the public drama that drew national media and an overflow crowd to the commission hearing room.
We got part of the story, Finley said after the meeting. Stay tuned.
Johnsons lawyer, Wade Smith, said it is looking more likely that Johnson will have to be called to clear his name. Neither Johnson nor Smith attended the hearing, but Johnson listened online, Smith said.
Doubts since mid-May
Johnsons firing had been presented as a voluntary resignation by mutual agreement. Rogers revealed during his testimony that Duke board members had doubts about Johnson at least since mid-May, when they began having closed meetings without Rogers presence. The ouster has sparked outrage among Progress employees and former Progress board members, and it prompted sharp rebukes from members of the utilities commission Tuesday.
Have we as the commission been misled or, as others have said, duped in this process to get approval of this merger? Commissioner Susan Rabon asked. I hope you can understand that I may not find your commitment as reassuring as I would have several weeks ago.
The commissions options
The commissions options, under state utilities law, include rescinding or modifying the merger.
Much of Dukes new senior management team attended the hearing, along with Rogers sister Cheri Unger and niece Maggie Unger, who came to show moral support.
Notably absent were the three former Progress executives who resigned Tuesday: Mark Mulhern, chief administrative officer; John McArthur, executive vice president of regulated utilities; and Paula Sims, chief integration and innovation officer. Mulhern had been CFO at Progress Energy.
Rogers repeatedly insisted he had nothing to do with Johnsons dismissal and only learned about it June 23 from the lead director of Dukes board. Two directors told him the details over dinner June 24.
He said the board was conflicted about reneging on its promise and couldnt formally decide until after the merger was sealed July 2. Regulators were not advised, Rogers said, because it was never certain that Johnson would be asked to resign until the board met and discussed the matter last week. The vote was 10-5, along Duke-Progress lines.
Our board did not feel his style was appropriate or transferable to the combined company, Rogers said. It became increasingly apparent that cultural differences were much greater than we could have ever imagined.
Staff writer David Bracken, researcher Peggy Neal and Charlotte Observer staff writer Ely Portillo contributed.