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
Pay versus Performance
In this section, we are providing information about the relationship between the compensation paid to our NEOs and the financial performance of the company, as required by SEC rules. The following table shows the past four fiscal years’ total compensation for our CEO and other NEOs (expressed as an average) as set forth in the
Summary Compensation Table
, the total compensation actually paid (CAP) to our CEO and other NEOs (expressed as an average), our TSR, our peer group’s TSR over the same period, our net income and our operating EPS.
Pay vs. Performance Table
| Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) · Average Compensation Actually Paid to Non-CEO NEOs(3)(6) ($) · Value of Initial Fixed $100 Investment Based On: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for CEO(1) ($) · Compensation Actually Paid to CEO(1)(6) ($) · Summary Compensation Table Total for CEO(2) ($) · Compensation Actually Paid to CEO(2)(6) ($) · Total Shareholder Return(4) ($) · Peer Group Total Shareholder Return(4) ($) · Net Income ($)(5)(in millions) · Operating Earnings Per Share(5) ($) | ||||||||||
| 2023 | 6,278,835 | 2,851,310 | N/A | N/A | 2,525,850 | 1,690,381 | 67 | 112 | 1,994 | 1.99 |
| 2022 | 6,794,985 | 5,095,318 | N/A | N/A | 2,042,074 | 1,260,497 | 83 | 120 | 1,321 | 3.06 |
| 2021 | 8,161,083 | 7,796,007 | N/A | N/A | 5,002,308 | 4,186,674 | 102 | 119 | 3,399 | 2.89 |
| 2020 | 7,912,643 | 6,307,480 | 16,040,625 | 15,518,646 | 3,960,554 | 3,207,595 | 95 | 101 | (401) | 2.68 |
| (1) | The amounts in these columns reflect the Summary Compensation Table and Compensation Actually Paid totals, respectively, for Mr. Blue for fiscal years 2020–2023. Mr. Blue became CEO on October 1, 2020. See footnote 6 below for additional information on how CAP is calculated. |
| (2) | The amounts in these columns reflect the Summary Compensation Table and Compensation Actually Paid totals, respectively, for Mr. Thomas F. Farrell, II, who was CEO until October 1, 2020. As he was CEO for a portion of 2020, information is included for the year 2020. See footnote 6 below for additional information on how CAP is calculated. |
| (3) | The amounts in these columns reflect the average Summary Compensation Table and average Compensation Actual Paid totals, respectively, for our non-CEO NEOs. For 2023, our non-CEO NEOs were Messrs. Ridge, Brown, Baine and Stoddard; and Ms. Leopold. For 2022, our non-CEO NEOs were Messrs. Ridge, Stoddard, Brown and Chapman; and Ms. Leopold. For 2021, our non-CEO NEOs were Messrs. Chapman, Stoddard, Brown and Farrell; and Ms. Leopold. For 2020, our non-CEO NEOs were Messrs. Chapman, Stoddard and Brown; and Ms. Leopold. See footnote 6 below for additional information on how CAP is calculated. |
| (4) | The calculation of TSR is based on the value of an initial fixed investment of $100 from the beginning of 2020 through the end of 2023 in the table, assuming reinvestment of dividends. The peer group TSR is represented by the S&P 500 Utilities Index. |
| (5) | See Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP) in Appendix A. |
| (6) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay vs. Performance Table. The following table details these adjustments: |
| Year | Executives | Summary Compensation Table Total ($) | Deduct Change in Pension Value ($) | Deduct Stock Awards ($) | Add Pension Valuation Adjustment(a) ($) | Add Equity Award Adjustment(b) ($) | CAP ($) |
|---|---|---|---|---|---|---|---|
| 2023 | CEO | 6,278,835 | 1,250,219 | 2,084,904 | 276,663 | (369,065) | 2,851,310 |
| Other NEOs | 2,525,850 | 519,863 | 618,820 | 108,993 | 194,221 | 1,690,381 |
| (a) | SEC rules require certain adjustments be made to pension compensation totals to determine CAP. The following table details these adjustments: |
| Year | Executives | Pension Service Cost Adjustment ($) | Prior Service Cost Adjustment ($) | Pension Valuation Adjustment ($) |
|---|---|---|---|---|
| 2023 | CEO | 276,663 | 0 | 276,663 |
| Other NEOs | 108,993 | 0 | 108,993 |
| (b) | SEC rules require certain adjustments be made to equity award totals to determine CAP. The following table details these adjustments: |
| Unvested Awards · Vested Awards | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Executives | Year End Fair Value of Equity Awards Granted During Year and Outstanding and Unvested at Year End ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year ($) | Change as of Vesting Date from Prior Year End of Prior Awards that Vested During Year ($) | Deduct Forfeited Awards (Fair Value at End of Prior Year) ($) | Value of Dividends and Earnings Paid ($) | Equity Award Adjustment ($) |
| 2023 | CEO | 616,159 | (1,262,494) | — | 41,875 | — | 235,395 | (369,065) |
| Other NEOs | 407,679 | (143,927) | 17,573 | (74,192) | (68,617) | 55,705 | 194,221 | |
DOMINION ENERGY | 2024 PROXY STATEMENT
Table of Contents
Relationship between Performance Measures and Compensation Actually Paid
The following charts provide a graphic representation of the relationship between executive compensation actually paid to the company’s CEO and other NEOs (expressed as an average) and the performance measures included in the Pay vs. Performance Table (Total Shareholder Return, Peer Group Total Shareholder Return, Net Income, and Operating EPS).
CAP vs. Total Shareholder Return
CAP vs. Net Income
CAP vs. Operating Earnings Per Share
Most Important Performance Measures Table
The three items listed below represent the most important performance measures we used to link compensation actually paid to our NEOs for 2023 to company performance, as further described in the
Annual Incentive Plan
and the
Long-Term Incentive Plan
sections of our
CD&A
.
| Operating Earnings Per Share | Relative Total Shareholder Return | Return on Invested Capital |
|---|
DOMINION ENERGY | 2024 PROXY STATEMENT
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