Dominion Energy (D) 8-K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2023

Dominion Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Virginia	001-08489	54-1229715
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Tredegar Street Richmond, Virginia	23219
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	D	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2023 Annual Incentive Plan

On January 26, 2023, the Dominion Energy, Inc. (“Dominion Energy”) Compensation and Talent Development Committee (“CTD Committee”) approved the 2023 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 2023, 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 and Chief Operating Officer – 90%; and Senior Vice President and Chief Financial Officer, Senior Vice President, Chief Legal Officer and General Counsel, and Senior Vice President, Chief Nuclear Officer and President – Contracted Assets – 70%.

Payouts under the Plan 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 2014 Incentive Compensation Plan (the “2014 Incentive Compensation Plan”), with potential funding ranging from 0% to 200% of the target funding.

2023 Long-Term Incentive Program

On January 26, 2023, the CTD Committee approved the 2023 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 the 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 total shareholder return (“TSR”) relative to a group of peer companies selected by the CTD Committee (weighted 50%), as well as certain other performance metrics to be determined by the CTD Committee from among the performance measures set forth in the 2014 Incentive Compensation Plan. 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, 2025, with payment made by March 15, 2026. 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)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DOMINION ENERGY, INC.
	Registrant
By:	/s/ Carter M. Reid
	Carter M. Reid
	Executive Vice President, Chief of Staff and Corporate Secretary and President – Dominion Energy Services

Date: February 1, 2023