8-KLeadership ChangesExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Executive Changes (Jan 22, 2010)

Filed January 22, 2010For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on January 21, 2010, detailing its 2010 executive compensation plans. The company's Compensation, Governance and Nominating Committee approved both the 2010 Annual Incentive Plan and the 2010 Long-Term Incentive Program. These plans are designed to incentivize officers, including named executive officers, through performance-based cash awards and equity grants tied to specific financial, operational, and safety goals. The Annual Incentive Plan offers cash awards based on a percentage of base salary, with payouts determined by consolidated operating earnings goals, ranging from 0% to 200% of target funding. Individual and business unit performance metrics, including safety and operating goals, also influence the final payout, with the committee retaining discretion to adjust awards. Similarly, the Long-Term Incentive Program consists of restricted stock and a cash performance grant, both subject to a three-year vesting period. Payouts for the long-term component are based on relative total shareholder return and return on invested capital, with clawback provisions for misconduct included in both plans.

Key Highlights

  • 1Approval of the 2010 Annual Incentive Plan, offering performance-based cash awards to officers.
  • 2CEO's target annual incentive set at 125% of base salary, with other executive roles having lower target percentages.
  • 3Annual incentive payouts are tied to consolidated operating earnings goals, with potential funding ranging from 0% to 200% of target.
  • 4A portion of annual incentive payouts is contingent on meeting specific financial, safety, and operating goals at the business unit or individual level.
  • 5Establishment of the 2010 Long-Term Incentive Program, comprising restricted stock and a cash performance grant.
  • 6Long-term incentive payout is based on 50% total shareholder return relative to peers and 50% return on invested capital.
  • 7Both annual and long-term incentive plans include provisions for the Compensation Committee to claw back awards in cases of fraudulent misconduct or financial restatements.

Frequently Asked Questions

Dominion approved two main plans for 2010: the Annual Incentive Plan, which offers performance-based cash awards tied to short-term financial and operational goals, and the Long-Term Incentive Program, which includes restricted stock grants and cash performance grants based on longer-term shareholder return and capital efficiency metrics.

The 2010 Annual Incentive Plan bases cash awards on a percentage of an officer's base salary. The overall pool of funds available for payout is determined by the company's consolidated operating earnings, with a potential funding range of 0% to 200% of the target. Individual payouts are then subject to achievement of specific business unit financial, safety, and operating goals, with the Compensation Committee having discretion to adjust these.

The 2010 Long-Term Incentive Program has two performance metrics, each weighted at 50%. These are the company's total shareholder return relative to its peer group and its return on invested capital. Payouts for this program are scheduled by March 15, 2012.

Yes, both the 2010 Annual Incentive Plan and the 2010 Long-Term Incentive Program include clawback provisions. The Compensation Committee has the discretion to require repayment of awards from any participant who engages in fraudulent or intentional misconduct that causes a financial restatement or materially affects the company's operations.