Ousted Duke Energy chief executive Bill Johnson will tell his side of the story next week as the N.C. Utilities Commission escalates its probe into his firing.
He is expected to counter charges that reinstated Duke CEO Jim Rogers made before the commission this week. Rogers testified that Johnson had lost the confidence of the Duke board because of his autocratic leadership style and the weak performance of Progress Energys nuclear plants.
There are certain parts of Mr. Rogers testimony that he will disagree with, and with due respect, but it would be difficult and maybe even improper to say what those are, said Johnsons Raleigh attorney, Wade Smith. I think he will have a different view on some things.
Johnson did not seek to appear before the commission, Smith said.
The N.C. Utilities Commission also has directed four Duke board members to testify next week. It has also told Duke to turn over emails and documents from the past two years by July 31.
The commission has given no indication as to how long its investigation could last. It wants to know when the Duke board decided to fire Johnson, who was asked to resign just hours after the $32 billion merger between Duke and Progress was completed. The commission approved the merger on June 29 with the understanding that Johnson, who was CEO of Progress, would run the combined company. The N.C. Attorney Generals Office has initiated its own investigation.
The scrutiny has exposed a deep rift on Dukes corporate board, prying open the normally secretive boardroom proceedings. The direction of the probe poses increasing challenges for Duke as the company seeks to assuage Wall Street jitters while integrating Progress divisions and employees into the combined company.
In the wake of Johnsons exit, three top-level executives who came to Duke from Progress resigned this week.
Others called to testify
Duke has been struggling to control the damage to Rogers credibility. The beleaguered CEO met with emotional Progress Energy employees in Raleigh on Wednesday in a private session that was beamed to its sites in other states.
It may come down to questions as to whether Rogers is suited to be the leader going forward, said Robert Gruber, director of the states Public Staff, the consumer advocacy agency in utility matters. Thats the question: What do you do? Do you impose a penalty, or do you go further?
Duke spokesman Tom Williams, in a written statement, stressed the mergers benefits.
Our focus at Duke Energy is on bringing our two companies together to harvest our mergers savings for our customers and to deliver value to our shareholders, Williams said. In fact, since July 3, we have been delivering added value to customers through our joint dispatch agreement in the Carolinas.
Two of the board members the commission wants to hear from, E. Marie McKee and James B. Hyler Jr., are former Progress board members who moved to the Duke board after the merger. McKee and Hyler had voted in favor of the Progress-Duke merger last year, but on July 2 voted against Johnsons dismissal.
McKee may have had second thoughts about remaining on Dukes board after Johnson was let go. John Mullin III, who served on the Progress Energy board with McKee but didnt make the move to the Duke board, said that McKee called him last week and sought his advice about continuing on the Duke board in light of what happened to Johnson.
You can infer from that whatever you want to, Mullin said. She did not tell me she was thinking of resigning. ... I think she may have been.
McKee couldnt be reached for comment Thursday. Williams said none of the board members were available for comment.
Johnson, McKee and Hyler are scheduled to testify July 19.
Two other Duke board members, Ann Maynard Gray and Michael G. Browning, have been directed to testify on July 20. Rogers testified that Gray and Browning are the two Duke board members who told him on June 24 that they had lost confidence in Johnsons ability to lead the company.
Under a lot of pressure
The expansion of the investigation is only the latest surprise in a corporate merger that has repeatedly defied expectations, from the first rejection by the Federal Energy Regulatory Commission in December, prolonging the review by six months. The commission has ventured into uncharted territory by opening a major investigation of the merger in the same week it approved the deal that created the nations largest electric utility.
I never thought the commission would go this far, said Jim Warren, director of N.C. Waste Awareness and Reduction Network, a Durham group opposed to the Progress-Duke merger. I thought the commission would want this thing to go away.
Theyre under a lot of pressure, Warren said of the public outrage over Dukes handling of Johnsons dismissal.
Dozens of North Carolina residents have urged the commission to rescind the merger. State law gives the commission authority to rescind or modify the terms of the merger. Gruber said revoking the merger would be a monumental decision and highly unlikely.
Former Progress board members who are not part of the merged Duke board have spoken out forcefully against Johnsons dismissal, some saying they would have never voted for the combination without Johnson at the helm.
I cant wait to hear the testimony, said James E. Bostic Jr., a former Progress Energy board member. Frankly, this is the only way that Bill is going to get his reputation back because of all the dishonest stuff that was spread by Jim Rogers.
Johnsons multimillion-dollar severance agreement contains a clause that prevents him from disparaging Duke. But the agreement also states that the nondisparagement clause does not apply in court proceedings and other legal inquiries.
Charlotte Observer staff writer Bruce Henderson contributed