DOMINION ENERGY INC
For the period ended May 7, 2024. Filed Mar 22, 2024.
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, 2024 · Filed Mar 22, 2024
D$68.60-1.5%Stored close · as of Nov 6, 2026
Contents
Voting Roadmap
| ITEM 1 | Election of Directors You are being asked to vote on the election of the following 11 director nominees. Additional information about each director’s background, business experience and qualifications appears under the heading Item 1 – Election of Directors beginning on page 9. |
| Your Board of Directors recommends that you vote FOR each director nominee. |
EXPERIENCE OF OUR DIRECTOR NOMINEES
Leadership
Industry
Financial or Accounting
Corporate Governance
Risk Management
Government, Public Policy or Legal
Human Capital/Talent Management
Innovation and Technology
Environmental
Customer and Community
CORPORATE GOVERNANCE HIGHLIGHTS
Board Composition and
Independence
| • | All independent directors except for Board Chair |
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| • | Independent Lead Director with clearly defined role and responsibilities |
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| • | 100% independent Board committees |
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| • | Independent directors meet in executive session at each regularly scheduled Board meeting |
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Robust Shareholder Rights
| • | Annual election of all directors |
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| • | Majority voting standard for uncontested elections of directors with a resignation policy for directors who fail to receive majority support |
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| • | Ability for shareholders to call a special shareholder meeting |
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| • | Ability for shareholders to nominate directors through proxy access |
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Board and Committee Governance Practices
| • | Regular Board refreshment, including two new directors added in 2023, and a resignation policy for directors who reach the age of 75 |
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| • | Annual Board and committee evaluations, including individual director interviews led by the independent Lead Director |
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| • | Robust director and executive share ownership guidelines |
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COMPOSITION OF OUR DIRECTOR NOMINEES1 6.7 Average Years Tenure 61.4 Average Age 1 As of March 1, 2024.
DOMINION ENERGY | 2024 PROXY STATEMENT 5
| Nominees for the Board of Directors | ||
|---|---|---|
| James A. Bennett INDEPENDENT Age: 62 Director Since: 2019 Executive Director of External Affairs, First-Citizens Bank & Trust Company | Robert M. Blue CHAIR, PRESIDENT AND CEO, DOMINION ENERGY, INC. Age: 56 Director Since: 2020 | Paul M. Dabbar INDEPENDENT Age: 56 Director Since: 2023 Co-founder and CEO, Bohr Quantum Technology Corp. |
| D. Maybank Hagood INDEPENDENT Age: 62 Director Since: 2019 Chairman and CEO, Southern Diversified Distributors, Inc. | Mark J. Kington INDEPENDENT Age: 64 Director Since: 2005 Managing Director, Kington Management, LP | Kristin G. Lovejoy INDEPENDENT Age: 57 Director Since: 2022 Global Security and Resilience Practice Leader, Kyndryl Holdings, Inc. |
| Joseph M. Rigby INDEPENDENT Age: 67 Director Since: 2017 Retired Chairman, President and CEO, Pepco Holdings, Inc. | Pamela J. Royal, M.D. INDEPENDENT Age: 61 Director Since: 2013 President, Royal Dermatology and Aesthetic Skin Care, Inc. | Robert H. Spilman, Jr. INDEPENDENT LEAD DIRECTOR Age: 67 Director Since: 2009 Chairman, President and CEO, Bassett Furniture Industries, Inc. |
| Susan N. Story INDEPENDENT Age: 64 Director Since: 2017 Retired President and CEO, American Water Works Company, Inc. | Vanessa Allen Sutherland INDEPENDENT Age: 52 Director Since: 2023 Executive Vice President, Governmental Affairs, General Counsel and Corporate Secretary, Phillips 66 Company | |
Ages as of March 1, 2024
6 DOMINION ENERGY | 2024 PROXY STATEMENT
| ITEM 2 | 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 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. |
| BEST PRACTICES What We Do | COMPENSATION SNAPSHOT The charts below illustrate the components of the annualized target total direct compensation opportunities provided to our CEO and target direct compensation opportunities of the other NEOs in 2023: | |
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| 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 2023, our CEO’s long-term incentive awards were 100% performance-based, with 94% of the payout based on relative total shareholder return (TSR), requiring 65th percentile performance for at-target payout of the TSR metric. We believe this creates strong alignment with our shareholders and reinforces our pay-for-performance culture. | ||
DOMINION ENERGY | 2024 PROXY STATEMENT 7
| ITEM 3 | 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, 2024. 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 2024. Additional details about the Audit Committee’s appointment of Deloitte as the company’s independent auditor for the fiscal year 2024, as well as the fees paid to Deloitte in 2023 and 2022, can be found beginning on page 78. |
| Your Board of Directors recommends that you vote FOR this item. |
| ITEM 4 | Approval of the 2024 Incentive Compensation Plan We use equity and equity-based awards to motivate our executive officers to increase the company’s performance over the long term, to align the interests of our executives with the interests of our shareholders and to support our share ownership guidelines. You are being asked to approve the 2024 Incentive Compensation Plan (Incentive Compensation Plan or ICP), which would replace the 2014 Incentive Compensation Plan and allow a continuation of the current design of our executive compensation program. If approved, the 2024 Incentive Compensation Plan would authorize an aggregate of (i) 27,000,000 shares of common stock, less (ii) one share for every one share that was subject to an award granted under the 2014 Incentive Compensation Plan after December 31, 2023, and prior to the effective date of the 2024 Incentive Compensation Plan. In addition, any shares previously reserved for issuance under the 2014 Incentive Compensation Plan that are subject to outstanding awards under the 2014 Incentive Compensation Plan that expire, are forfeited or otherwise terminate will be added to the 2024 Incentive Compensation Plan share reserve. Additional information on the 2024 Incentive Compensation Plan can be found beginning on page 80. |
| Your Board of Directors recommends that you vote FOR this item. |
| ITEM 5 | Shareholder Proposal You are being asked to vote on a shareholder proposal, if properly presented at the 2024 Annual Meeting, regarding a policy to require an independent chair of the Board of Directors. Details of the proposal, as well as the company’s opposing statement, can be found beginning on page 86. We recommend a vote against the proposal in Item 5 for the reasons set forth in the opposing statement. |
| Your Board of Directors recommends that you vote AGAINST this item. |
| ITEM 6 | Shareholder Proposal You are being asked to vote on a shareholder proposal, if properly presented at the 2024 Annual Meeting, regarding conversion of the company to a benefit corporation. Details of the proposal, as well as the company’s opposing statement, can be found beginning on page 88. We recommend a vote against the proposal in Item 6 for the reasons set forth in the opposing statement. |
| Your Board of Directors recommends that you vote AGAINST this item. |
8 DOMINION ENERGY | 2024 PROXY STATEMENT
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