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.

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