8-KLeadership ChangesExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Executive Changes (Jan 30, 2008)

Filed January 30, 2008For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on January 30, 2008, reporting on compensation plans approved by its Board of Directors and Compensation, Governance and Nominating Committee. Key actions include the approval of the 2008 Annual Incentive Plan, which structures performance-based awards for officers based on consolidated and business unit operating earnings, safety, and Six Sigma goals. The plan outlines target incentive percentages for named executive officers, with the CEO at 125% of base salary. The filing also addresses an amendment to the 2006 Long-Term Compensation Program (2006 LTIP). Specifically, the Return on Invested Capital (ROIC) goal for executive officers was adjusted to reflect revised 2007 budgets following the divestiture of exploration and production assets. The Total Shareholder Return (TSR) goal remains unchanged. The committee also approved payouts under the 2006 LTIP based on the adjusted ROIC metric.

Key Highlights

  • 1Approval of the 2008 Annual Incentive Plan for officers, tied to performance metrics.
  • 2Performance metrics for the 2008 plan include consolidated operating earnings, business unit operating earnings, safety, and Six Sigma cost savings.
  • 3Target incentive award percentages for named executive officers under the 2008 plan, with the CEO receiving 125% of base salary.
  • 4Amendment to the 2006 Long-Term Compensation Program (2006 LTIP) for executive officers.
  • 5Adjustment of the ROIC goal for the 2006 LTIP due to divestiture of E&P assets and revised 2007 budget.
  • 6No change to the TSR (Total Shareholder Return) goal for the 2006 LTIP.
  • 7Approval of payouts for the 2006 LTIP performance grant based on the adjusted ROIC goal.

Frequently Asked Questions

The 2008 Annual Incentive Plan is designed to provide performance-based awards to Dominion's officers. The payouts are contingent on the achievement of specific financial and operational goals, aligning executive compensation with company performance.

The Return on Invested Capital (ROIC) goal for executive officers under the 2006 Long-Term Compensation Program was adjusted to reflect the company's revised 2007 budget following the divestiture of substantially all of its exploration and production assets in 2007. The Total Shareholder Return (TSR) goal was not changed.

The key performance metrics include consolidated operating earnings goals for funding the plan, and specific pay-out goals that vary by officer level. For Business Unit CEOs, these are weighted at 60% consolidated operating earnings, 30% business unit operating earnings, 5% safety, and 5% Six Sigma cost savings. For other non-executive officers, the weighting is 40% consolidated operating earnings, 30% business unit operating earnings, 25% operating and stewardship goals (including safety), and 5% Six Sigma cost savings.

Payouts under the 2008 plan are performance-based and depend on achieving the funding and pay-out goals. While bonuses may exceed target amounts if additional consolidated operating earnings goals are met, the Compensation, Governance and Nominating Committee retains discretion to lower actual payouts based on business unit financial, safety, and Six Sigma goals.