8-KLeadership ChangesExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Executive Changes (Dec 17, 2010)

Filed December 17, 2010For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on December 16, 2010, detailing significant changes in its Board of Directors and executive compensation. The most notable events include the appointment of Helen E. Dragas as a new Director and member of the Audit Committee, effective December 18, 2010. This addition to the board provides fresh perspectives and potentially strengthens governance oversight. Furthermore, the filing discloses a substantial restricted stock grant to CEO Thomas F. Farrell II, consisting of 100,000 shares. This award, effective December 17, 2010, is subject to a five-year cliff vesting period, with full vesting on December 17, 2015. The structure of the grant, including forfeiture provisions and pro-rated vesting in specific circumstances, aims to align executive interests with long-term company performance and shareholder value.

Key Highlights

  • 1Helen E. Dragas appointed as a new Director and to the Audit Committee, effective December 18, 2010.
  • 2Ms. Dragas's compensation will follow the established Non-Employee Directors Compensation Plan.
  • 3Thomas F. Farrell II, Chairman, President, and CEO, received a grant of 100,000 restricted shares.
  • 4The restricted stock grant to Mr. Farrell vests on a five-year cliff basis, with full vesting on December 17, 2015.
  • 5Vesting of Mr. Farrell's restricted stock is subject to forfeiture upon termination of employment before the vesting date, with exceptions for change in control, death, or disability.
  • 6Dividends on the restricted shares will be paid but are subject to the same vesting conditions as the underlying stock.
  • 7The filing includes Exhibit 10.1, the Restricted Stock Award Agreement for Thomas F. Farrell II, and a press release dated December 17, 2010.

Frequently Asked Questions

Helen E. Dragas has been elected as a new Director to Dominion Energy's Board, effective December 18, 2010, and appointed to the Audit Committee. She will serve until the next annual election of Directors.

Thomas F. Farrell II, the CEO, was granted 100,000 shares of restricted stock on December 17, 2010, under the company's 2005 Incentive Compensation Plan. These shares have a five-year cliff vesting period, meaning they all vest on December 17, 2015, provided Mr. Farrell remains employed, unless specific conditions like change in control, death, or disability occur.

Mr. Farrell would forfeit the entire restricted stock grant if his employment with Dominion terminates for any reason prior to the vesting date (December 17, 2015), except in cases of a change in control, death, or disability. In these exceptional cases, the vesting may occur on a pro-rated basis.

Yes, the filing references the Dominion Resources, Inc. Non-Employee Directors Compensation Plan (described in the 2010 Proxy Statement), the Advancement of Expenses agreement (described in the Form 10-Q for Q3 2008), and the Restricted Stock Award Agreement for Thomas F. Farrell II (filed as Exhibit 10.1), along with a press release dated December 17, 2010.