Rogers blames 'loss of confidence' in ex-Progress Energy CEO

Rogers blames ex-Progress Energy CEO for his own ouster as head of Duke

jmurawski@newsobserver.comJuly 10, 2012 

  • What about Raleigh? A skeptical N.C. Utilities Commission quizzed Duke Energy CEO Jim Rogers about the giant utility’s commitment to Raleigh at Tuesday afternoon’s four-hour hearing.
    Some members of the six-member commission obviously were seeking reassurances about the company’s earlier pledges to maintain a significant presence in Raleigh in light of recent events that have raised questions about the company’s follow-through on its promises.
    “The commitment is clear, and I am going to honor that commitment,” Rogers testified. He defined a significant presence as 800 to 1,000 employees “plus or minus” in Raleigh as well as making significant charitable contributions locally.
    Commission member Bryan Beatty asked about the duration of the company’s commitment to Raleigh.
    “I don’t know how long I am going to be CEO,” Rogers said. “I do serve at the pleasure of the board. But I will tell you that as long as I am here, we will.”
    Near the end of the meeting, commission Chairman Edward Finley Jr. brought up the issue of Duke’s commitment to Raleigh once more, wondering whether the commission needed to issue an order requiring the company’s presence in Raleigh.
    “I understand your dilemma in not being totally able to trust me,” Rogers said. “I get that.” But he added that his past record in living up to all of the company’s commitments when Duke merged with Cinergy in 2006 “speaks for itself.” Staff writer David Ranii
  • In his words Duke Energy CEO Jim Rogers testified before the N.C. Utilities Commission on Tuesday. Some highlights of what he said concerning the ouster of Progress Energy CEO Bill Johnson as head of the new company:
    ‘When I boil all this down, it was a loss of confidence in Bill, and each director had different reasons.’
    ‘It became clear … that Progress viewed this (merger) as a takeover of Duke, based on behaviors, actions, treatment of people.’
    ‘It became increasingly apparent that cultural differences were much greater than we could have ever imagined.’
  • Key dates The N.C. Utilities Commission was focused on when Duke Energy’s board knew it was going to replace Bill Johnson as CEO of the newly merged energy company. Here are the key dates that came out in Tuesday’s hearing.
    Mid-May: Duke Board of Directors meet in executive session without Jim Rogers.
    June 23: Rogers becomes aware of the board’s concerns.
    June 24: Rogers meets with lead director and another board member about their specific concerns about Bill Johnson. Rogers is asked whether he would be willing to step back in as CEO. He says yes.
    June 25: N.C. Utilities Commission reopens hearings on proposed merger between Progress Energy and Duke Energy.
    June 27: Johnson signs employment contract with Duke Energy.
    June 29: Utilities Commission approves merger.
    July 2: Board makes decision to replace Johnson after “robust conversation”; Johnson is asked to resign that afternoon.
    July 3: Duke announces Johnson has resigned by “mutual agreement” and that Rogers is the CEO.
    July 8: Merger deadline, after which either company could not walk away without paying hundreds of millions of dollars in penalties.

— Duke Energy Chief Executive Jim Rogers on Tuesday bared the Charlotte-based power company’s decision to fire CEO Bill Johnson last week, laying the blame on the Progress chief’s “autocratic” style and the unacceptable performance of Progress Energy’s 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 Johnson’s 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 Johnson’s 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 Johnson’s 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 Duke’s 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 Johnson’s 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.”

Johnson’s 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

Johnson’s 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 commission’s options

The commission’s options, under state utilities law, include rescinding or modifying the merger.

Much of Duke’s 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 Johnson’s dismissal and only learned about it June 23 from the lead director of Duke’s board. Two directors told him the details over dinner June 24.

He said the board was conflicted about reneging on its promise and couldn’t 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.

Murawski: 919-829-8932

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