| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2025 Annual Incentive Plan
On January 23, 2025, the Dominion Energy, Inc. (“Dominion Energy”) Compensation and Talent Development Committee (“CTD Committee”) approved the 2025 Annual Incentive Plan (the “AIP”). Under the AIP, Dominion Energy’s officers are eligible for an annual performance-based cash award. Each officer has a target incentive award under the AIP based on a percentage of base salary.
Payouts under the AIP will be based on the achievement of certain performance goals to be determined by the CTD Committee from among the performance measures set forth in Dominion Energy’s 2024 Incentive Compensation Plan (the “2024 Incentive Compensation Plan”), with potential funding ranging from 0% to 200% of the target funding.
Officer Compensation
In November 2024, the Company announced the title change of Edward H. Baine to President – Utility Operations and Dominion Energy Virginia, effective as of January 1, 2025. On January 23, 2025, the CTD Committee approved the compensation for Mr. Baine relative to his increase in responsibilities. Effective January 1, 2025, his annual base salary is $643,537 with an AIP target of 80% of base salary and a long-term incentive award with a target value of $1,250,000. Mr. Baine will also be eligible to participate in the benefit plans and arrangements generally available to Dominion Energy’s other executive officers.
On January 23, 2025, the CTD Committee approved the issuance of cash and restricted stock awards to Edward H. Baine; Carlos M. Brown, President – Dominion Energy Services and Executive Vice President, Chief Legal Officer and Corporate Secretary; and Steven D. Ridge, Executive Vice President and Chief Financial Officer, in recognition of their status as key contributors to Dominion Energy for 2025. Mr. Baine’s award is comprised of a cash award in the amount of $150,000 and a restricted stock award in the amount of $150,000. Messrs. Brown and Ridge’s awards are each comprised of a cash award in the amount of $150,000 and a restricted stock award in the amount of $350,000. The restricted stock awards are issued pursuant to the 2024 Incentive Compensation Plan and are subject to a three-year cliff vesting period. Each of the awards are subject to clawback provisions, including in the event of fraud, intentional misconduct and breach of confidentiality obligations, and the cash awards must be repaid in full in the event of a voluntarily resignation by the recipient from Dominion Energy within one year of payment.
