DOMINION ENERGY, INC
For the period ended May 7, 2025. Filed Mar 28, 2025.
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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, 2025 · Filed Mar 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
DOMINION ENERGY, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| ☑ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2025 Annual Meetingof Shareholders
| Date and Time Wednesday, May 7, 20259:30 a.m. Eastern Time | Location Exclusively online via webcast atwww.virtualshareholdermeeting.com/D2025 | Record Date February 28, 2025 |
| Items of Business | ||||
|---|---|---|---|---|
| VOTING | ||||
| The Board recommends a vote FOR the following Items: | ||||
| Item 1: Election of the 11 director nominees named in this Proxy StatementItem 2: Advisory vote on approval of executive compensation (Say on Pay)Item 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ending December 31, 2025 | Each share of Dominion Energy, Inc. (Dominion Energy, the company, we, our or us) common stock is entitled to one vote on each matter properly brought before the meeting. Please vote by proxy as soon as possible. Your vote is very important to us, and we want your shares to be represented at the meeting. | |||
| HOW TO VOTE | ||||
| By Internetwww.proxyvote.com/dominion(before the meeting)www.virtualshareholdermeeting.com/D2025(during the meeting) | ||||
| The Board recommends a vote AGAINST the following Item: | ||||
| Item 4: Shareholder proposal – eliminating non-carbon emitting generation goals in executive pay incentives, if properly presented | ||||
| By TelephoneCall (800) 690-6903 if you are a registered shareholder or an employee 401(k) plan participant. If you are a beneficial owner, call the number provided by the bank or broker holding your shares. | ||||
| Shareholders will also consider any other business properly presented at the meeting. More information about how to attend the meeting is under Questions and Answers About the 2025 Annual Meeting and Voting on page 85. | ||||
| By MailYou can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope. | ||||
| By Order of the Board of Directors, | ||||
| This Notice of 2025 Annual Meeting of Shareholders (Notice) and accompanying proxy materials are being made available to shareholders electronically on or about March 28, 2025, or mailed on or about the same date to those shareholders who have previously requested printed materials. | ||||
| Carlos M. BrownPresident – Dominion Energy Services and Executive Vice President, Chief Legal Officer and Corporate SecretaryMarch 28, 2025 | ||||
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on May 7, 2025:
Dominion Energy’s Notice of Annual Meeting, 2025 Proxy Statement, 2024 Annual Report and 2024 Annual Report on
Form 10-K are available on our website at investors.dominionenergy.com/proxy.
| Table of Contents | ||
|---|---|---|
| Dominion Energy | 1 | |
| Voting Roadmap | 5 | |
| Item 1: Election of Directors | 9 | |
| Director Nominees | 10 | |
| Corporate Governance | 22 | |
| Director Nominations and Board Refreshment | 22 | |
| Board and Committee Evaluations | 23 | |
| Director Independence | 24 | |
| Board Leadership Structure | 25 | |
| 2024 Meetings and Attendance | 26 | |
| The Committees of the Board | 27 | |
| Our Board’s Oversight Role | 30 | |
| Shareholder Engagement Highlights | 34 | |
| Other Governance Practices and Policies | 35 | |
| Compensation of Non-Employee Directors | 37 | |
| Director Compensation Plan and Benefits | 38 | |
| Non-Employee Director Stock Ownership | 38 | |
| FORWARD-LOOKING STATEMENTSCertain statements contained in this Proxy Statement constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical or current facts, including statements regarding future earnings and operations, our strategy, our environmental and other sustainability plans and goals and statements regarding ongoing and future projects and the expected availability and benefits of such projects, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. Our statements about the future are subject to various risks and uncertainties. For factors that could cause actual results to differ materially from expected results, see the risks and uncertainties described throughout our Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Annual Report on Form 10-K) and particularly in Item 1A. Risk Factors and Forward-Looking Statements in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. These forward-looking statements speak only as of the date of this Proxy Statement. Dominion Energy, and our wholly-owned subsidiaries, Virginia Electric and Power Company (Dominion Energy Virginia or DEV) and Dominion Energy South Carolina, Inc. (Dominion Energy South Carolina or DESC), assume no obligation to provide revisions or updates for any projections and forward-looking statements contained herein. | Item 2: Advisory Vote on Approval of Executive Compensation (Say on Pay) | 39 |
| Executive Compensation | 40 | |
| Compensation Discussion and Analysis | 40 | |
| Executive Summary | 40 | |
| Our Performance | 43 | |
| Our Compensation Elements | 45 | |
| Our Process | 59 | |
| Our Compensation Practices and Policies | 61 | |
| Compensation and Talent Development Committee Report | 63 | |
| Executive Compensation Tables | 64 | |
| Equity Compensation Plans | 76 | |
| CEO Pay Ratio | 76 | |
| Pay versus Performance | 77 | |
| Item 3: Ratification of Appointment of Independent Auditor | 79 | |
| Audit Committee Matters | 79 | |
| Auditor Fees and Pre-Approval Policy | 79 | |
| Audit Committee Report | 80 | |
| Item 4: Shareholder Proposal – Eliminating Non-Carbon Emitting Generation Goals in Executive Pay Incentives | 81 | |
| Security Ownership of Certain Beneficial Owners and Management | 84 | |
| Questions and Answers About the 2025 Annual Meeting and Voting | 85 | |
| Other Information | 90 | |
| Appendix A – Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP) | A-1 | |
Dominion Energy, headquartered in Richmond, Virginia, provides regulated electricity service to 3.6 million homes and business in Virginia, North Carolina and South Carolina, and regulated natural gas service to 500,000 customers in South Carolina. We are one of the nation's leading developers and operators of regulated offshore wind and solar power and the largest producer of carbon-free electricity in New England. Our mission is to provide the reliable, affordable and increasingly clean energy that powers our customers every day.1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.