8-KLeadership Changes

DOMINION ENERGY, INC 8-K Report, Executive Changes (Jan 29, 2024)

Filed January 29, 2024For Securities:D

Summary

Dominion Energy, Inc. (D) has filed an 8-K report detailing updates to its executive compensation plans for 2024. The Compensation and Talent Development Committee approved the 2024 Annual Incentive Plan (AIP) and the 2024 Long-Term Incentive Program (Program). The AIP offers performance-based cash awards to officers, with target incentive percentages varying by role, including 130% for the CEO and 90% for other key executives. The Program, primarily comprising restricted stock and performance grants, has shifted emphasis towards performance metrics, with a greater weighting (70% vs. 60% in 2023) on performance grants for NEOs (excluding the CEO). The performance metrics for the long-term incentive grants have also been adjusted. For NEOs (excluding the CEO), the performance grant is weighted 50% on relative Total Shareholder Return (TSR) and 10% on non-carbon emitting generation capacity, with the remaining metrics to be determined later. The CEO's award is entirely performance-based, with 100% tied to relative TSR. These changes align with the company's strategic business review and aim to enhance performance-based compensation. Additionally, the filing announces compensation adjustments for recently promoted officers Carlos M. Brown and Steven D. Ridge.

Key Highlights

  • 1Dominion Energy's Compensation Committee approved the 2024 Annual Incentive Plan (AIP) and 2024 Long-Term Incentive Program (Program).
  • 2The 2024 AIP provides performance-based cash awards, with target incentives set at 130% of base salary for the CEO and 90% for other named executive officers (NEOs).
  • 3The 2024 Long-Term Incentive Program for NEOs (excluding CEO) now allocates 70% to performance grants (up from 60% in 2023) and 30% to restricted stock.
  • 4Performance grants for NEOs (excluding CEO) will be based 50% on relative Total Shareholder Return (TSR) and 10% on non-carbon emitting generation capacity, with other metrics to be finalized.
  • 5The CEO's 2024 long-term incentive awards are 100% performance-based, with both components tied to relative TSR performance.
  • 6For CEO's long-term awards, a 65th percentile relative TSR performance is required for an at-target payout, with a maximum payout of 125% of target.
  • 7Compensation details for recently promoted officers Carlos M. Brown and Steven D. Ridge have been approved, including base salaries, AIP targets, and Program award values.

Frequently Asked Questions

The 2024 AIP is designed to provide performance-based cash awards to Dominion Energy's officers. The payout amounts will be determined by the achievement of specific performance goals, with potential funding ranging from 0% to 200% of the target incentive award, which is a percentage of the officer's base salary.

For Named Executive Officers (NEOs) other than the CEO, the 2024 Long-Term Incentive Program has increased the weighting of performance grants to 70% of the total target award value, up from 60% in 2023. Conversely, the restricted stock grant component has decreased to 30% from 40%.

The performance metrics include relative Total Shareholder Return (TSR) (weighted 50% for NEOs excluding the CEO, and is the sole metric for the CEO), and non-carbon emitting generation capacity (weighted 10% for NEOs excluding the CEO). Additional performance metrics for NEOs (excluding the CEO) will be determined later in alignment with the company's strategic business review.

For 2024, 100% of the CEO's Long-Term Incentive Program awards are performance-based. Thirty percent consists of a performance share award, and seventy percent consists of performance-based restricted stock units (PSUs). Both components are tied to relative TSR, with a 65th percentile performance required for an at-target payout.