DOMINION ENERGY INC
For the period ended May 7, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2024 · Filed Mar 22, 2024
Contents
Our Process
The CTD Committee is responsible for reviewing and approving NEO compensation and our overall executive compensation program. Each year, the CTD Committee reviews a comprehensive analysis of the executive compensation program, including the elements of each NEO’s compensation, with input from senior management and the CTD Committee’s independent compensation consultant. As part of its assessment, the CTD Committee reviews the performance of the CEO and other executive officers, reviews succession planning for the company’s senior officers, reviews executive officer share ownership guidelines and compliance and establishes compensation programs designed to achieve Dominion Energy’s objectives.
The CTD Committee evaluates each NEO’s base salary, total cash compensation (base salary plus target AIP award) and total direct compensation (base salary plus target AIP award and target LTIP award) against data from our Compensation Peer Group. To ensure the compensation levels are appropriately competitive and consistent with the company’s overall strategy, the CTD Committee considers the peer data together with the considerations described under Individual Factors in Setting Compensation. Additionally, the CTD Committee reviews general market survey data for each position as part of the review process. Neither the peer comparison nor the individual factors are assigned any specific weighting. As part of its analysis, the CTD Committee also considers Dominion Energy’s progress on our commitment to Net Zero, Dominion Energy’s size, including market capitalization and complexity compared to the companies in our Compensation Peer Group, as well as the tenure of the NEO as compared to executive officers in a similar position in a Compensation Peer Group company.
Individual Factors in Setting Compensation
In addition to Dominion Energy’s goals and performance, the CTD Committee considers several factors when setting compensation for each NEO, including:
| Performance Job and leadership performance | Job Responsibilities Scope, complexity and significanceof job responsibilities | Internal Pay Equity Internal pay equity, such as relative importance of a position or an individual officer to Dominion Energy’s strategy and success |
|---|---|---|
| Experience Experience, background and tenure | Retention Retention and market competitiveconcerns | Succession Planning The executive officer’s role in any succession plan for other key positions |
These factors are important considerations in setting base pay and other compensation opportunities.
58 DOMINION ENERGY | 2024 PROXY STATEMENT
The Compensation Peer Group
The CTD Committee uses the Compensation Peer Group to assess the competitiveness of the compensation of our NEOs. This same group is used to evaluate the relative TSR performance of the company for purposes of our 2023 Performance Grants.
In the fall of each year, with input and advice from its independent consultant, the CTD Committee reviews and approves the Compensation Peer Group. In selecting the Compensation Peer Group, we identify companies in our industry that compete for executive talent and investment capital and have similar business models and strategic focus. We screen this group based on size and usually eliminate companies that fall outside of a reasonable size range as compared to Dominion Energy in revenues, assets, or market capitalization. For 2023, the Compensation Peer Group was unchanged from 2022.
Dominion Energy’s 2023 Compensation Peer Group was composed of the following companies:
| • | Ameren Corporation |
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| • | American Electric Power Company, Inc. |
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| • | CenterPoint Energy, Inc. |
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| • | CMS Energy Corporation |
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| • | Consolidated Edison, Inc. |
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| • | Duke Energy Corporation |
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| • | Edison International |
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| • | Entergy Corporation |
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| • | Eversource Energy |
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| • | Exelon Corporation |
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| • | FirstEnergy Corp. |
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| • | NextEra Energy, Inc. |
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| • | NiSource Inc. |
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| • | Public Service Enterprise Group Incorporated |
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| • | The Southern Company |
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| • | WEC Energy Group, Inc. |
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| • | Xcel Energy Inc. |
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The CTD Committee and management use the Compensation Peer Group to: (i) compare Dominion Energy’s stock and financial performance against these peers using a number of different metrics and time periods to evaluate how we are performing; (ii) analyze compensation practices within our industry; (iii) evaluate peer company practices and determine peer ranges for base pay, annual incentive pay, long-term incentive pay and total direct compensation, both generally and for specific positions; and (iv) to compare our benefits and perquisites. In setting the levels for base pay, annual incentive pay, long-term incentive pay and total direct compensation, the CTD Committee also takes into consideration Dominion Energy’s size compared with the median of the Compensation Peer Group and the complexity of its business. As compared to the Compensation Peer Group, as of December 31, 2023, Dominion Energy ranked 5 th in market capitalization, 4 th in assets and 8 th in revenues, as reported by Bloomberg.
For purposes of the 2023 Performance Grants, the comparison companies may be adjusted during the performance period as follows: (i) in the event of a merger, acquisition or business combination of a comparison company with or by another comparison company, the surviving entity will remain and thenon-surviving entity will cease to be a comparison company (provided that the latter will be retroactively reinstated as a comparison company if the proposed transaction is subsequently terminated before the relative TSR performance is calculated); (ii) in the event it is publicly announced that a comparison company will be acquired by an entity that is not a comparison company, or in the event a “going private transaction” is publicly announced where the comparison company will not be the surviving entity or will otherwise no longer be publicly traded, the company will cease to be a comparison company (provided that the company will be retroactively reinstated as a comparison company if the proposed transaction is subsequently terminated before the relative TSR performance is calculated); (iii) in the event of a spinoff, divestiture or sale of a substantial portion of assets of a comparison company, the company will no longer be a comparison company if such company’s reported revenue (in its GAAP accounts) for the four most recently reported quarters ending on or before the last day of the performance period falls below 40% of the company’s reported revenue (in its GAAP accounts) for the four most recently reported
DOMINION ENERGY | 2024 PROXY STATEMENT 59 quarters ending on or before the last day of the performance period; and (iv) in the event of a bankruptcy of a comparison company, such company will remain a comparison company and its stock price will continue to be tracked for purposes of relative TSR performance. If such company liquidates, it will remain a comparison company and its stock price will be reduced to zero for the remaining performance period.
Survey and Other Data
Survey compensation data and information on local companies with whom we compete for talent and other companies with market capitalization comparable to Dominion Energy are used only to provide a general understanding of compensation practices and trends, not as benchmarks for compensation decisions. The CTD Committee considers individual and company-specific factors, including internal pay equity, along with data from the Compensation Peer Group, in establishing compensation opportunities. The CTD Committee believes this reflects Dominion Energy’s specific needs in its distinct competitive market and with respect to its size and complexity versus its peers.
CEO Compensation Relative to Other NEOs
Our CEO generally participates in the same compensation programs and receives compensation based on the same philosophy and factors as the other NEOs. Application of the same philosophy and factors to the CEO’s position results in overall CEO compensation that is higher than the compensation of the other NEOs. The CEO’s compensation is commensurate with his greater responsibilities and decision-making authority, broader scope of duties encompassing the entirety of the company (as compared to the other NEOs who are responsible for significant but distinct areas within the company) and his overall responsibility for corporate strategy. The CEO’s compensation also reflects his role as our principal corporate representative to investors, customers, regulators, analysts, legislators, the industry, the communities in which we operate and the media.
We consider CEO compensation trends as compared to the next highest-paid officer, as well as to our executive officers as a group, over a multi-year period to monitor the ratio of the CEO’s pay relative to the pay of other executive officers. The CTD Committee did not make any adjustments to the compensation of any NEOs based on this review for 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.