Our review of the 2009 proxy statements of 32 of the larger US electric utilities identified:

• Only 11 of the 32 utilities demonstrated any level of alignment between performance measurement, pay-for performance and incentive design and a cleaner energy future based on their proxy statement and Compensation Discussion & Analysis (CD&A) section.
• 10 of 32 utilities reviewed did include a disclosure in their Compensation Discussion & Analysis (CD&A) section of their proxy identifying enterprise performance measurement and executive compensation, to broadly align to some of the required cleaner energy transformation.
• These same 10 utilities DID NOT provide disclosure of specific performance metrics, specific targets or incentive payout levels that demonstrate direct line of sight accountability, pay-for-performance and executive compensation alignment to a cleaner energy future.
• Only ONE utility disclosed multiple performance metrics, specific targets and incentive design for Named Officers that directly aligned accountability and pay-for-performance with the need for utility transformation to a cleaner energy future

We conclude that the majority of the industry and their corporate governance, performance measurement, executive incentive design, and required SEC disclosure practices have yet to catch up to the new regulatory and societal realities and expectations.

The size of this gap and opportunity for improved corporate governance and better alignment between performance metrics and executive incentive design and a cleaner energy future, is the subject of this report.