What are the main components of Dominion Energy's 2013 executive compensation plans?

Dominion Energy approved two main compensation plans for 2013: the 2013 Annual Incentive Plan, offering performance-based cash awards tied to short-term financial and operational goals, and the 2013 Long-Term Incentive Program, which includes restricted stock grants and performance-based cash awards linked to longer-term relative total shareholder return and return on invested capital.

How are the incentive payouts determined under these plans?

Under the 2013 Annual Incentive Plan, payouts are funded based on the achievement of consolidated financial operating earnings goals. Actual payouts to officers are then further contingent on meeting specific consolidated financial, business unit financial, and operating/stewardship goals, such as safety and diversity. For the 2013 Long-Term Incentive Program, the cash performance component's payout is based on relative total shareholder return and return on invested capital, with payouts varying based on the level of achievement.

Does Dominion Energy have any clawback provisions in its executive compensation plans?

Yes, both the 2013 Annual Incentive Plan and the 2013 Long-Term Incentive Program include provisions that grant the Compensation, Governance and Nominating Committee the discretion to require repayment or recovery of payouts. This applies if an officer engages in fraudulent or intentional misconduct that directly causes a restatement of the company's financial statements or materially affects the company's business operations.

What is the vesting period for the restricted stock component of the Long-Term Incentive Program?

The restricted stock grants awarded under the 2013 Long-Term Incentive Program are subject to a three-year cliff vesting period. This means the shares will vest all at once after three years from the grant date, provided certain conditions are met.

D 8-K: Leadership Changes

Summary

Dominion Energy, Inc. (D) filed an 8-K on January 24, 2013, detailing its executive compensation plans for 2013. The company's Compensation, Governance and Nominating Committee approved the 2013 Annual Incentive Plan, which provides performance-based cash awards to officers, with target percentages tied to base salary. Payouts are contingent upon achieving consolidated financial operating earnings goals, as well as specific business unit and operating performance targets, including safety and diversity, with the committee retaining negative discretion. Additionally, the company introduced the 2013 Long-Term Incentive Program, comprising a restricted stock grant with a three-year cliff vesting period and a cash-based performance grant. The performance grant's payout will be determined by relative total shareholder return and return on invested capital over the performance period. Both plans include provisions for clawbacks in cases of fraudulent misconduct leading to financial restatements or affecting business operations, underscoring the company's focus on accountability.

Key Highlights

1Approval of the 2013 Annual Incentive Plan for executive officers, featuring performance-based cash awards.
2Target incentive award percentages for named executive officers range from 90% to 125% of base salary.
3Annual incentive plan funding is tied to consolidated financial operating earnings goals, with potential payouts from 0% to 200% of target.
4Payouts for most officers under the annual plan are subject to consolidated financial, business unit, and operating goals (including safety and diversity).
5Introduction of the 2013 Long-Term Incentive Program, consisting of restricted stock grants and cash-based performance grants.
6Long-term performance grants will be evaluated based on total shareholder return relative to the Philadelphia Utility Index and return on invested capital.
7Both incentive plans include provisions for the company to recover payouts in cases of fraudulent misconduct or financial restatements.

DOMINION ENERGY, INC 8-K Report, Executive Changes (Jan 25, 2013)

Summary

Key Highlights

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