Summary
Dominion Energy, Inc. (D) filed an 8-K on February 13, 2023, detailing significant modifications to its 2023 Long-Term Incentive Program (LTIP) for its Chair, President, and Chief Executive Officer (CEO). These changes, approved by the Compensation and Talent Development Committee on February 9, 2023, aim to more closely align the CEO's compensation with long-term share price performance, supporting the company's ongoing strategic business review. The core of the modification involves shifting the CEO's 2023 LTIP from a mix of time-vested restricted stock and a cash performance award to an all-performance-based award structure. Specifically, the time-vested restricted stock has been replaced by a performance share award, with relative Total Shareholder Return (TSR) over a three-year period as the sole performance metric. The cash performance award component has also been adjusted to remove earning opportunities based on the relative price-to-earnings (P/E) ratio. These changes ensure that 100% of the CEO's 2023 incentive awards are now tied to performance, with a greater emphasis on relative TSR.
Key Highlights
- 1Dominion Energy modified its 2023 Long-Term Incentive Program (LTIP) for the CEO.
- 2The primary goal of the modifications is to better align CEO compensation with long-term share price performance.
- 3The CEO's 2023 LTIP is now 100% performance-based.
- 4The time-vested restricted stock award has been replaced with a performance share award.
- 5Relative Total Shareholder Return (TSR) over a three-year period is now the sole performance metric for the new performance share award.
- 6The percentage of the total target LTIP value based on relative TSR has increased from 30% to 70%.
- 7The cash performance award component has been modified to eliminate the CEO's ability to earn based on relative price-to-earnings ratio.