8-KLeadership ChangesExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Executive Changes (Jan 21, 2011)

Filed January 21, 2011For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on January 20, 2011, to announce the approval of its 2011 Annual Incentive Plan and 2011 Long-Term Incentive Program. These plans outline performance-based compensation for the company's officers, including named executive officers, designed to align executive pay with company performance and shareholder value. The Annual Incentive Plan offers cash awards based on a percentage of base salary, with payouts tied to consolidated operating earnings goals and specific business unit financial, safety, operating, and stewardship targets. The Long-Term Incentive Program consists of restricted stock grants and cash-based performance grants, with vesting and payouts contingent on relative total shareholder return and return on invested capital, over a three-year period. Both plans include provisions for clawbacks in cases of misconduct leading to financial restatements or affecting company operations, reflecting a commitment to accountability.

Key Highlights

  • 1Approval of the 2011 Annual Incentive Plan for officers, featuring performance-based cash awards.
  • 22011 Annual Incentive Plan targets range from 85% to 125% of base salary for named executive officers, depending on their role.
  • 3Funding for the 2011 Annual Incentive Plan is based on consolidated operating earnings goals, with potential payouts from 0% to 200% of target.
  • 4Specific performance metrics for the 2011 Annual Incentive Plan include business unit financial, safety, operating, and stewardship goals.
  • 5Approval of the 2011 Long-Term Incentive Program, comprised of restricted stock grants and cash-based performance grants.
  • 6The 2011 Long-Term Incentive Program's performance grant payout is based 50% on relative total shareholder return and 50% on return on invested capital.
  • 7Both incentive plans include provisions for clawing back payouts in cases of fraud or misconduct leading to financial restatements.

Frequently Asked Questions

The primary purpose of these plans is to align executive compensation with the company's financial performance and shareholder value. The Annual Incentive Plan rewards officers for achieving short-term operating and financial goals, while the Long-Term Incentive Program incentivizes sustained performance over a three-year period through stock and cash awards tied to key financial metrics.

Executive compensation under the 2011 Annual Incentive Plan is determined by a target incentive award, expressed as a percentage of base salary, which varies by officer role. The actual payout is based on the achievement of consolidated operating earnings goals (determining the overall funding pool) and specific business unit financial, safety, operating, and stewardship goals.

The 2011 Long-Term Incentive Program has two key performance metrics for its cash-based component: total shareholder return relative to a peer group (weighted 50%) and return on invested capital (weighted 50%). The restricted stock component has a three-year cliff vesting period.

Yes, both the 2011 Annual Incentive Plan and the 2011 Long-Term Incentive Program include provisions that allow the Compensation, Governance and Nominating Committee to require repayment or recovery of payouts if an officer engages in fraudulent or intentional misconduct that directly causes a restatement of financial statements or materially affects the company's business operations.