Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
2021 Annual Incentive Plan
On January 21, 2021, the Dominion Energy, Inc. ("Dominion Energy") Compensation,
Governance and Nominating Committee ("CGN Committee") approved the 2021 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 2021,
the target percentages of base salary for Dominion Energy's named executive
officers are as follows: President and Chief Executive Officer - 120%;
Executive Chairman - 100%; Executive Vice President, Chief Financial Officer and
Treasurer - 90%; and Executive Vice President and Chief Operating Officer - 90%.
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 operating and stewardship goals,
including safety goals, diversity and inclusion goals and environmental goals.
2021 Long-Term Incentive Program
On January 21, 2021, the CGN Committee approved the 2021 Long-Term Incentive
Program (the "Program") for its officers, including its named executive
officers. The Program consists of two components: a restricted stock grant and a
performance grant. The restricted stock is 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 two performance metrics: total shareholder return
("TSR") relative to a group of peer companies selected by the CGN Committee
(weighted 50%) and return on invested capital (weighted 50%). There is also an
opportunity to earn a portion of the award based on Dominion Energy's
price-earnings ratio performance, regardless of relative TSR performance. The
performance grant will have a performance period ending December 31, 2023, with
payment made by March 15, 2024. The target value for the performance grant is
equal to the grant date value of the restricted stock portion of the
Program. 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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