Summary
Dominion Energy, Inc. (D) has announced a significant leadership transition with the retirement of CEO Thos. E. Capps, effective December 31, 2005. While Mr. Capps will step down as CEO, he will remain as Chairman of the Board. Thomas F. Farrell, II, currently President and Chief Operating Officer, has been elected as the new President and CEO, effective January 1, 2006. This transition is accompanied by adjustments to executive compensation, including Mr. Farrell's base salary and specific provisions related to involuntary termination. Additionally, the company has amended its Executive Stock Purchase Tool Kit to enhance incentives for executives who have not met ownership guidelines. These changes include an increased company match on direct stock purchases and new provisions for exchanging annual cash incentives for goal-based stock. The Board's actions reflect a focus on leadership succession and aligning executive compensation with company performance and market competitiveness.
Key Highlights
- 1Thos. E. Capps to retire as CEO effective December 31, 2005, but will remain Chairman of the Board.
- 2Thomas F. Farrell, II elected as new President and CEO, effective January 1, 2006.
- 3Thomas F. Farrell, II's base salary set at $1,000,000 annually.
- 4Amended letter agreement for Thomas F. Farrell, II provides accelerated vesting of unvested restricted stock and retiree medical coverage in case of involuntary termination without cause.
- 5Executive Stock Purchase Tool Kit amended to increase company match to 25% for direct stock purchases and provide company match on goal-based stock.
- 62006 compensation program for executive officers approved, including base salary increases for four of five named executive officers based on performance, market conditions, and internal equity.
- 7No long-term equity grants made at this time, but intention to recommend them for 2006 was stated.