Pay versus Performance

In this section, we provide 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 five 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		Average		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) ($)		Compensation Table Total for Non-CEO NEOs(3) ($)		Compensation Actually Paid to Non-CEO NEOs(3)(6) ($)		Total Shareholder Return(4) ($)		Peer Group Total Shareholder Return(4) ($)		Net Income(5) ($) (in millions)			Operating Earnings Per Share(5) ($)

2024		12,904,625		13,741,422	N/A		N/A			3,578,383		3,743,524		81		138		2,124			2.77
2023		6,278,835		2,851,310	N/A		N/A			2,525,850		1,690,381		67		112		2,031			1.95
2022		6,794,985		5,095,318	N/A		N/A			2,042,074		1,260,497		83		120		1,191			3.16
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 2020–2024. 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 2024, our non-CEO NEOs were Messrs. Ridge, Brown and Baine and Ms. Leopold. For 2023, our non-CEO NEOs were Messrs. Ridge, Brown, Baine, Mr. Daniel G. Stoddard and Ms. Leopold. For 2022, our non-CEO NEOs were Messrs. Ridge, Stoddard, Brown, Mr. James R. 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 2024 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) ($)		CAP ($)

2024	CEO		12,904,625		795,805		8,526,987		286,866		9,872,723		13,741,422
	Other NEOs		3,578,383		299,808		1,685,303		110,840		2,039,412		3,743,524

(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 ($)

2024	CEO		286,866		0		286,866
	Other NEOs		110,840		0		110,840

(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 ($)

2024	CEO		9,494,853		279,091		—		(14,621	)		—		113,400		9,872,723
	Other NEOs		1,865,072		108,052		—		3,919			—		62,369		2,039,412

Named Executive Officers, Footnote

For 2024, our non-CEO NEOs were Messrs. Ridge, Brown and Baine and Ms. Leopold.

For 2023, our non-CEO NEOs were Messrs. Ridge, Brown, Baine, Mr. Daniel G. Stoddard and Ms. Leopold.

For 2022, our non-CEO NEOs were Messrs. Ridge, Stoddard, Brown, Mr. James R. 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.

Adjustment To PEO Compensation, Footnote

(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) ($)		CAP ($)

2024	CEO		12,904,625		795,805		8,526,987		286,866		9,872,723		13,741,422
	Other NEOs		3,578,383		299,808		1,685,303		110,840		2,039,412		3,743,524

(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 ($)

2024	CEO		286,866		0		286,866
	Other NEOs		110,840		0		110,840

(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 ($)

2024	CEO		9,494,853		279,091		—		(14,621	)		—		113,400		9,872,723
	Other NEOs		1,865,072		108,052		—		3,919			—		62,369		2,039,412

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,743,524

1,690,381

1,260,497

4,186,674

3,207,595

Compensation Actually Paid vs. Total Shareholder Return

CAP vs. TSR

Compensation Actually Paid vs. Company Selected Measure

CAP vs. Operating Earnings Per Share

Tabular List, Table

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 2024 to company performance, as further described in the Annual Incentive Plan and the Long-Term Incentive Program sections of our CD&A.



Operating Earnings Per Share	Relative Total Shareholder Return	3-Year Cumulative Operating Earnings Per Share

Peer Group Total Shareholder Return Amount

138

112

120

119

101

Company Selected Measure Amount

2.77

1.95

3.16

2.89

2.68

Name

Operating Earnings Per Share