Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
2022 Annual Incentive Plan
On January 27, 2022, the Dominion Energy, Inc. ("Dominion Energy") Compensation
and Talent Development Committee ("CTD Committee") approved the 2022 Annual
Incentive Plan (the "Plan"). Under the Plan, Dominion Energy's officers are
eligible for an annual performance-based cash award. Each officer has a target
incentive award under the Plan based on a percentage of base salary. For 2022,
the target percentages of base salary for Dominion Energy's named executive
officers are as follows: Chair, President and Chief Executive Officer - 130%;
Executive Vice President, Chief Financial Officer and Treasurer - 90%; Executive
Vice President and Chief Operating Officer - 90%; and Senior Vice President,
General Counsel and Chief Compliance Officer and Senior Vice President, Chief
Nuclear Officer and President - Contracted Assets - 70%.
The Plan is funded based on the achievement of consolidated financial operating
earnings goals, with potential funding ranging from 0% to 200% of the target
funding. Payout of the amount funded under the Plan is subject to achievement of
applicable consolidated financial goals, and may be adjusted for achievement of
operating and stewardship goals, including safety goals, diversity and inclusion
goals and environmental goals.
2022 Long-Term Incentive Program
On January 27, 2022, the CTD Committee approved the 2022 Long-Term Incentive
Program (the "Program") for its officers, including its named executive
officers. The Program consists of a restricted stock grant, which is 40% of the
total target Program award value, and a performance grant, which may be in the
form of performance cash or performance-based stock and is 60% of the total
target Program award value. The restricted stock and any performance-based stock
are awarded pursuant to Dominion Energy's 2014 Incentive Compensation Plan. The
restricted stock is subject to a three-year cliff vesting period, while payout
of the performance grant will be based on the achievement of three performance
metrics: total shareholder return ("TSR") relative to a group of peer companies
selected by the CTD Committee (weighted 50%), cumulative operating earnings per
share performance (weighted 40%), and non-carbon emitting generation capacity
percentage (weighted 10%). There is also an opportunity to earn a portion of
the award based on Dominion Energy's relative price-earnings ratio, regardless
of relative TSR performance. The performance grant will have a three-year
performance period ending December 31, 2024, with payment made by March 15,
2025. Payout of the performance grant will vary depending on the level of
achievement of the performance metrics.
Item 9.01 Financial Statements and Exhibits
Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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