8-KLeadership ChangesMaterial AgreementsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Material Agreement (Dec 16, 2005)

Filed December 16, 2005For Securities:D

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.

Frequently Asked Questions

This filing announces a change in the Chief Executive Officer position at Dominion Energy, Inc. Thos. E. Capps is retiring as CEO and Thomas F. Farrell, II is being promoted to the role. The filing also details associated executive compensation adjustments and amendments to stock purchase plans.

Yes, while Mr. Capps is retiring as CEO, he will continue to serve as the Chairman of Dominion's Board of Directors.

The company is increasing the match to 25% on direct stock purchases under the Dominion Direct® program and allowing executives to exchange annual cash incentives for goal-based stock with a 25% company match. These changes are aimed at incentivizing executives who haven't met ownership guidelines.

Yes, an amendment to Mr. Farrell's letter agreement ensures that in the event of an involuntary termination without cause, any unvested restricted stock granted before his CEO election would vest, and he would receive retiree medical coverage similar to other retired employees.