DOMINION ENERGY, INC
For the period ended May 7, 2025. Filed Mar 28, 2025.
View on SEC.govAbout this filing
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
D$68.60-1.5%Stored close · as of Nov 6, 2026
Contents
Voting Roadmap
| Experience of ourDirector Nominees | CORPORATE GOVERNANCE HIGHLIGHTS | COMPOSITION OF OUR DIRECTOR NOMINEES1 | |||
|---|---|---|---|---|---|
| Industry | Board Composition and Independence · All independent directors except for Board Chair · Independent Lead Director with clearly defined role and responsibilities · 100% independent Board committees · Independent directors meet in executive session at each regularly scheduled Board meeting Robust Shareholder Rights · Annual election of all directors · Majority voting standard for uncontested elections of directors with a resignation policy for directors who fail to receive majority support · Ability for shareholders to call a special shareholder meeting · Ability for shareholders to nominate directors through proxy access Board and Committee Governance Practices · Refreshed committee structure and membership in 2024 following a holistic review· Regular Board refreshment, including two new directors added in 2023, and a resignation policy for directors who reach the age of 75 · Annual Board and committee evaluations, including individual director interviews led by the independent Lead Director · Robust director and executive share ownership guidelines | 7.7 Average Years Tenure 62.4 Average Age 1 As of March 1, 2025. | |||
| Government, Public Policy or Legal | |||||
| Human Capital/Talent Management | |||||
| Innovation and Technology | |||||
| Environmental | |||||
| Customer and Community | |||||
| Leadership | |||||
| Financial or Accounting | |||||
| Corporate Governance | |||||
| Risk Management | |||||
DOMINION ENERGY | 2025 PROXY STATEMENT 5
| Nominees for the Board of Directors | ||
|---|---|---|
| James A. Bennett INDEPENDENT Age: 63Director Since: 2019Executive Director of External Affairs,First-Citizens Bank & Trust Company | Robert M. Blue CHAIR, PRESIDENT AND CEO, DOMINION ENERGY, INC. Age: 57Director Since: 2020 | Paul M. Dabbar INDEPENDENT Age: 57Director Since: 2023 Co-founder,Bohr Quantum Technology Corp. |
| D. Maybank Hagood INDEPENDENT Age: 63Director Since: 2019 Chairman and CEO,Southern Diversified Distributors, Inc. | Mark J. Kington INDEPENDENT Age: 65Director Since: 2005 Managing Director, Kington Management, LP | Kristin G. Lovejoy INDEPENDENT Age: 58Director Since: 2022Global Security and Resilience Practice Leader, Kyndryl Holdings, Inc. |
| Joseph M. Rigby INDEPENDENT Age: 68Director Since: 2017Retired Chairman, President and CEO, Pepco Holdings, Inc. | Pamela J. Royal, M.D. INDEPENDENT Age: 62Director Since: 2013 President, Royal Dermatology and Aesthetic Skin Care, Inc. | Robert H. Spilman, Jr. INDEPENDENT Age: 68Director Since: 2009 Chairman, President and CEO,Bassett Furniture Industries, Inc. |
| Susan N. Story INDEPENDENT LEAD DIRECTOR Age: 65Director Since: 2017 Retired President and CEO, American Water Works Company, Inc. | Vanessa Allen Sutherland INDEPENDENT Age: 53Director Since: 2023 Executive Vice President, GovernmentalAffairs, General Counsel and CorporateSecretary, Phillips 66 Company | |
Ages as of March 1, 2025
6 DOMINION ENERGY | 2025 PROXY STATEMENT
| ITEM2 | Advisory Vote on Approval of Executive Compensation (Say on Pay) You are being asked to vote on an advisory basis on the compensation paid to the company’s named executive officers (NEOs) as described in Item 2 of this Proxy Statement, including the Compensation Discussion and Analysis (CD&A), compensation tables and narrative discussion, beginning on page 39. |
| Your Board of Directors recommends that you vote FOR this item. |
| Compensation BEST PRACTICES What We Do | Compensation SnapshotThe charts below illustrate the components of the annualized target total direct compensation opportunities provided to our CEO and target total direct compensation opportunities provided to the other NEOs in 2024: | |
|---|---|---|
| Place a substantial portion of NEO pay at risk and tied to enhanced shareholder value | ||
| Balance short-term and long-term incentives | ||
| Require significant stock ownership for our CEO, other NEOs and all other officers | ||
| Tie equity and cash-based incentive compensation to a clawback policy | ||
| Consider shareholder feedback, including results of prior year’s Say on Pay vote | ||
| What We Don’t Do | ||
| Offer long-term or indefinite employment agreements to our executive officers | ||
| Permit officers to hedge or pledge shares of our common stock | ||
| Offer excessive perquisites or provide tax gross-ups on executive perquisites, except for certain benefits provided through the company’s relocation program | ||
| Offer excessive change in control severance benefits | ||
| For 2024, our CEO’s long-term incentive awards were 100% performance-based, with 93% of the payout based on our relative total shareholder return or cumulative operating earnings per share. We believe this creates strong alignment with our shareholders and reinforces our pay-for-performance culture. | ||
DOMINION ENERGY | 2025 PROXY STATEMENT 7
| ITEM3 | Ratification of Appointment of Independent Auditor The Audit Committee appointed Deloitte & Touche LLP (Deloitte) as the company’s independent registered public accounting firm (independent auditor) for the fiscal year ending December 31, 2025. The Audit Committee and the Board believe that the retention of Deloitte to continue serving as the company’s independent auditor is in the best interests of Dominion Energy and its shareholders.You are being asked to ratify the appointment of Deloitte as the company’s independent auditor for fiscal year 2025. Additional details about the Audit Committee’s appointment of Deloitte as the company’s independent auditor for the fiscal year 2025, as well as the fees paid to Deloitte in 2024 and 2023, can be found beginning on page 79. |
| Your Board of Directors recommends that you vote FOR this item. |
| ITEM4 | Shareholder ProposalYou are being asked to vote on a shareholder proposal, if properly presented at the 2025 Annual Meeting, regarding a request to consider eliminating non-carbon emitting generation goals in executive pay incentives.Details of the proposal, as well as the company’s opposing statement, can be found beginning on page 81. |
| Your Board of Directors recommends that you vote AGAINST this item. |
8 DOMINION ENERGY | 2025 PROXY STATEMENT
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