8-KLeadership ChangesExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Executive Changes (Jan 20, 2012)

Filed January 20, 2012For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on January 20, 2012, detailing its executive compensation plans for 2012. The company's Compensation, Governance and Nominating Committee approved the 2012 Annual Incentive Plan, which offers performance-based cash awards to officers, with target incentives tied to a percentage of base salary. The funding for this plan depends on consolidated operating earnings, ranging from 0% to 200% of the target, and payouts are further subject to business unit financial, safety, operating, and stewardship goals, with clawback provisions for misconduct. Additionally, the company launched the 2012 Long-Term Incentive Program, consisting of a three-year cliff vesting restricted stock grant and a cash-based performance grant. The performance grant's payout is contingent on relative total shareholder return and return on invested capital by March 2014. This program also includes provisions for clawback of awards in cases of fraud or intentional misconduct impacting financial statements or business operations, aligning executive incentives with company performance and financial integrity.

Key Highlights

  • 1Approval of the 2012 Annual Incentive Plan (Plan) for officers, providing performance-based cash awards.
  • 2Target incentive percentages for named executive officers range from 90% to 125% of base salary.
  • 3Plan funding is based on consolidated operating earnings, with potential payout multipliers from 0% to 200%.
  • 4Annual incentive payouts are subject to achieving specific financial, safety, operating, and stewardship goals.
  • 5Approval of the 2012 Long-Term Incentive Program (Program) for officers.
  • 6The Program comprises a restricted stock grant (3-year cliff vesting) and a cash-based performance grant.
  • 7Performance grant payouts are tied to relative total shareholder return and return on invested capital, with a payout date by March 15, 2014.
  • 8Both the Plan and Program include provisions for the Committee to claw back awards in cases of fraud or intentional misconduct.

Frequently Asked Questions

The filing details two primary executive compensation plans for 2012: the 2012 Annual Incentive Plan, which provides performance-based cash awards tied to company and business unit performance, and the 2012 Long-Term Incentive Program, which includes a restricted stock grant and a cash-based performance grant linked to shareholder return and return on invested capital.

Under the 2012 Annual Incentive Plan, executive bonuses (target incentive awards) are initially set as a percentage of base salary, with the maximum target for the CEO being 125%. The actual funding of the plan depends on consolidated operating earnings, with a range of 0% to 200% of the target. Further adjustments and payouts are contingent on achieving specific business unit financial, safety, operating, and stewardship goals.

The cash-based portion of the 2012 Long-Term Incentive Program will be paid out based on two equally weighted performance metrics: total shareholder return relative to companies in the Philadelphia Utility Index (50%) and return on invested capital (50%). The restricted stock portion is subject to a three-year cliff vesting period.

Yes, both the 2012 Annual Incentive Plan and the 2012 Long-Term Incentive Program include provisions granting the Compensation, Governance and Nominating Committee the discretion to require repayment or recovery of payouts made to any participant who engages in fraudulent or intentional misconduct that directly causes a financial restatement or materially affects the company's business operations.