8-KLeadership Changes

DOMINION ENERGY, INC 8-K Report, Executive Changes (Dec 18, 2023)

Filed December 18, 2023For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on December 17, 2023, to disclose updates regarding its 2023 Long-Term Incentive Program (LTIP) performance metrics. The Compensation and Talent Development Committee approved the remaining performance goals for the 2023 grant, which are weighted towards Total Shareholder Return (TSR) over both three-year (2023-2025) and two-year (2024-2025) periods, and a non-carbon emitting generation capacity target for December 31, 2025. This structure, with 90% of performance grants tied to relative TSR, aims to further align executive compensation with long-term share price performance as part of the company's ongoing strategic business review. Additionally, modifications were made to the CEO's LTIP. His performance award remains 100% performance-based, but the threshold for an at-target payout for the cash performance award has been increased from the 50th percentile to the 65th percentile of peer companies' relative TSR. This aligns the cash award with the existing performance share award requirements and reinforces the company's commitment to maximizing shareholder value through robust performance targets.

Key Highlights

  • 1Dominion Energy finalized the performance metrics for its 2023 Long-Term Incentive Program (LTIP) for named executive officers.
  • 2The majority of the performance grant (90%) is now tied to Total Shareholder Return (TSR) over two distinct periods: 2023-2025 (50%) and 2024-2025 (40%).
  • 3A non-carbon emitting generation capacity target for December 31, 2025, accounts for the remaining 10% of the performance grant.
  • 4The CEO's compensation structure was modified, with 100% of his award being performance-based.
  • 5The threshold for an at-target payout for the CEO's cash performance award was raised from the 50th percentile to the 65th percentile of relative TSR.
  • 6These adjustments are intended to align executive compensation more closely with long-term shareholder value creation and the company's strategic business review objectives.

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