Building on
Progress2026 PROXY STATEMENT
Notice of 2026 Annual Meeting
of Shareholders
Date and Time
Tuesday, May 5, 2026 9:30 a.m. Eastern Time
Items of BusinessLocation
Exclusively online via webcast at https://www.virtualshareholdermeeting.com/D2026
Record Date
February 27, 2026
VOTING
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 Internet www.proxyvote.com/dominion(before the meeting)
https://www.virtualshareholdermeeting.com/D2026 (during the meeting)
By Telephone
Call (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.
By Mail
You can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.
This Notice of 2026 Annual Meeting of
Shareholders (Notice) and accompanying proxy materials are being made available to shareholders electronically on or about March 19, 2026, or mailed on or about the same date to those shareholders who have previously requested printed materials.
The Board recommends a vote FOR the following Items:Item 1: Election of the 11 director nominees named in this Proxy Statement
Item 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, 2026
The Board recommends a vote AGAINST the following Item:Item 4: Shareholder proposal - Request for the Board of Directors to adopt a policy for an independent chair, if properly presented
Item 5: Shareholder proposal - Request for a report on environmental, social and governance (ESG) and diversity, equity and inclusion (DEI) goals in executive compensation plans, if properly presented
Item 6: Shareholder proposal - Request for a report on additional shareholder engagement channels, if properly presented
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 2026 Annual Meeting and Voting on page 88.
By Order of the Board of Directors,
Carlos M. Brown
Executive Vice President, Chief Administrative and Projects Officer and Corporate Secretary
March 19, 2026
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to be held on May 5, 2026:
Dominion Energy's Notice, 2026 Proxy Statement, 2025 Annual Report and Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Annual Report on Form 10-K) are available on our website at investors.dominionenergy.com/proxy.
Table ofContents
FORWARD-LOOKING STATEMENTS
Certain 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 2025 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.
Dominion Energy ............................................................................................... 1
Voting Roadmap ................................................................................................ 5
Item 1: Election of Directors............................................................. 9
Director Nominees 10
Director Nominations and Board Refreshment 22
Board and Committee Evaluations 23
Director Independence 24
Board Leadership Structure 25
2025 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
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 42
Our Compensation Elements 43
Our Process 56
Our Compensation Practices and Policies 58
Compensation and Talent Development Committee Report 60
Executive Compensation Tables 61
Equity Compensation Plans 73
CEO Pay Ratio 73
Pay versus Performance 74
Item 3: Ratification of Appointment of Independent Auditor 76
Audit Committee Matters 76
Auditor Fees and Pre-Approval Policy 76
Audit Committee Report 77
Item 4: Shareholder Proposal - Independent Chair 78
Item 5: Shareholder Proposal - ESG and DEI Metrics in Executive Compensation Plans 81
Item 6: Shareholder Proposal - Additional Shareholder Engagement Channels 83
Security Ownership of Certain Beneficial Owners and Management 86
Questions and Answers About the 2026 Annual Meeting and
Voting 88
Other Information 93
Appendix A - Reconciliation of Reported Earnings (GAAP) to
Operating Earnings (non-GAAP).................................................................... A-1
Dominion Energy, headquartered in Richmond, Virginia, provides service to approximately
4.1 million primarily electric utility customers in Virginia, North Carolina and 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
Our Core ValuesOur core values are fundamental to who we are. We do what is right. We do it well. We do it together. Doing so helps ensure we maintain trust with those who matter most: our customers, investors, employees, communities, regulators and other stakeholders. Our customers rely on us to power their every day, so we deliver on our commitments.
Safety- Our first and most important goal is to send every employee home safe and sound, every day.
Ethics- We do not take shortcuts when reaching for our goals and fulfilling our obligations. Our reputation depends on ethical behavior.
2025 Financial Highlights$3.45 Reported earnings per share
$3.42 Operating earnings per share2
13.9% Total shareholder return in 2025
Performance Highlights0.26
OSHA recordable injury rate, the best in the company's history
increase in weather-normal sales
Excellence- We work toward continuous improvement in all areas of our business.
Embrace Change- By welcoming new ideas, Dominion Energy champions innovation. Through innovation, we expect to prosper in the years ahead.
One Dominion Energy- Our shared mission and purpose transcend organizational boundaries. Teamwork leads to strong, sustainable performance.
5.4%
33+GW
38
46%
99.98%
in Dominion Energy Virginia's
transmission and distribution service areas
of new generation investment expected in Virginia over the next 20 years
of PJM's DOM Zone3top 50 all time-peaks in customer demand have occurred since January 1, 2025
reduction in Scope 1 carbon emissions from electric generation from 2005 through 2024
power availability, excluding major storms, in our Virginia and Carolinas service areas
1As of March 1, 2026.
2See Reconciliation of Reported Earnings (Generally Accepted Accounting Principles (GAAP)) to Operating Earnings (non-GAAP) in Appendix A.
3The Dominion Zone (DOM Zone) includes Dominion Energy Virginia's transmission and distribution service areas within our regional transmission organization, PJM Interconnection, L.L.C. (PJM).
Our mission is to provide the reliable, affordable and increasingly clean energy that powers our customers every day.
Dominion Energy provides service to approximately 4.1 million primarily electric utility customers in Virginia, North Carolina and South Carolina
Electric Gas Electric & Gas
The company is 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
30.7
GW of electric generating capacity
~7.8 GW10,800
miles of electric transmission lines
of solar generation in service or under development as of the end of 2025
~2.6 GWexpected to be provided by the Coastal Virginia Offshore Wind (CVOW) commercial project under construction
90+%of Connecticut's carbon-free electricity provided by Millstone Power Station
80,400
miles of electric distribution lines
Based on available data as of December 31, 2025.
Dominion Energy. Powering Your Every Day.
Select HighlightsIn 2025, we reached our financial goals, delivered on our forecasts and retained our strong credit profile while achieving
$3.45 per share in reported earnings and $3.42 per share in operating earnings.1As we begin 2026, Dominion Energy's core value of excellence continues to drive our execution of projects large and small, including:
Installing all 176 monopile foundations, 126 of the 176 transition pieces that connect the monopiles to the turbine towers, all three offshore substations and all deepwater offshore export cables for our CVOW commercial project (as of late February 2026); and
Charybdis, the nation's first Jones Act-compliant offshore wind turbine installation vessel, is now based at Virginia's Portsmouth Marine Terminal, where it is supporting the CVOW commercial project construction.
We continue to safely execute our mission and our all-of-the-above energy strategy, serve our customers well, achieve constructive regulatory outcomes, and offer a helping hand to others.
5.4%average peak annual load growth in our PJM Virginia delivery zone expected over the next decade
Supported $7.4 billion in new economic development and 3,640 new jobs in Virginia, North Carolina and South Carolina through our work
Placed ~2,700 miles of the most outage-prone distribution lines underground from 2014 to 2025
Brought 256 MW of new solar online and sought approval for 11 solar and battery projects totaling $2.9 billion
$40+ millioncontributed to social betterment through our charitable foundation, energy assistance, and other programs in 2025
116,000+hours volunteered by our employees in 2025
Obtained a 20-year license extension for
V.C. Summer nuclear power station, allowing it to operate until 2062 and celebrated 50 years of service by Millstone Power Station Unit 2
Obtained approval for a new rate class for high-energy users, including data centers, as well as new consumer protections intended to have these customers continue to pay the full cost of their service
Executed definitive agreements with Commonwealth Fusion Systems, which is developing what it hopes will be the first commercial fusion reactor on land owned by Dominion Energy
Welcomed 11,077 new electric customers, for a growth rate of 1.4%, and 12,605 new gas customers, for a growth rate of 2.7%, in South Carolina
Connected 11 data centers with a combined capacity of 744 MW, and had more than 48 GW of capacity in various stages of contracting as of December 2025
Guided by our core values, we also built on the progress made in previous years, positioning the company for continued success in the years to come.
Bob Blue| Chair, President and CEO
1See Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP) in Appendix A.
Human Capital ManagementEvery day we depend on our approximately 15,2001Dominion Energy colleagues to provide reliable, affordable and increasingly clean energy to the customers we serve. To sustain that valuable workforce, we focus on attracting talent, developing our employees and future leaders and providing a safe and supportive environment.
Safety
Attracting, Retaining and Developing Talent
Employee Feedback
Our focus on safety starts at the top with our Board of Directors (Board or Board of Directors), which receives a report on the company's safety performance at every regularly scheduled Board meeting.
We foster a safety-conscious culture among our employees by including a safety performance measure in the annual incentive plans for all employees.2
We attract and retain employees by offering competitive compensation and benefits packages, including healthcare, retirement, paid time off, parental leave and other benefits.
We develop talent through learning opportunities, including tuition assistance programs, professional development resources and leadership development programs.
We sponsor 10 employee resource groups enabling employees to work together to create community and promote excellent performance, including a Parent & Caregiver Employee Resource Group launched in 2025.
We are an equal opportunity employer committed to non-discrimination in all operations and periodically review our workforce representation to ensure we are casting a wide net for the best and brightest talent.
We create opportunities for our employees to engage with leaders and each other through respectful two-way conversations that help employees and leaders learn from one another, share insights and opinions and broaden their perspectives regarding what matters to customers.
We prioritize employee engagement and routinely seek feedback through surveys, focus groups and other means. The feedback informs management decisions, enhances support for employees and improves customer service.
Our Board reviews the results from our companywide engagement surveys and the action plans that are developed in response to feedback from the surveys.
Our dedication to excellence in innovation, leadership and workplace engagement is regularly recognized.
America's Most Responsible Companies
Newsweek
Best Large Employers
Forbes
World's Most Admired Companies
Fortune
Veteran Workforce Opportunity Champion Award
Virginia Work
Military Friendly Employer
Top 25 Veteran Employers
Best Practices Award
(SMB Engagement)
Virginia STAR
(Surry Nuclear Power
(since 2010)
(since 2010)
Station)
G.I. Jobs Magazine
Military.com
Smart Energy Consumer
Collaborative
Virginia Voluntary Protection
Program
1As of December 31, 2025.
2Except when restricted by any collective bargaining agreements.
Voting Roadmap
ITEM
1
Election of Directors
You are being asked to vote on the election of 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 FOReach director nominee.
45%
EXPERIENCE OF OUR DIRECTOR NOMINEES
Industry
73%
Government, Public Policy or Legal
100%
Human Capital/Talent Management
82%
Innovation and Technology
64%
Environmental
91%
Customer and Community
100%
Leadership
100%
Financial or Accounting
91%
Corporate Governance
100%
Risk Management
CORPORATE GOVERNANCE HIGHLIGHTS
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 non-management 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
Updated Bylaws to facilitate succession planning in 2025
Refreshed committee structure and membership in 2024
Regular Board refreshment 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
COMPOSITION OF OUR DIRECTOR NOMINEES1
91%
Independent
8.5 Average Years Tenure
0-5 yrs
6-10 yrs
11+ yrs
63.9 Average Age
<60 yrs
61-65 yrs
66+ yrs
Demographics
27% African American or Black73% White or Caucasian
36% Female
64% Male
1As of March 1, 2026.
Nominees for the Board of DirectorsJames A. Bennett
INDEPENDENT
Age:64
Director Since:2019
Executive Director of External Affairs, First-Citizens Bank & Trust Company
Mark J. Kington
INDEPENDENT
Age:66
Director Since:2005 Managing Director, Kington Management, LP
Joseph M. Rigby
INDEPENDENT
Age:69
Director Since:2017
Retired Chairman, President and CEO, Pepco Holdings, Inc.
Susan N. Story
INDEPENDENT LEAD DIRECTOR
Age:66
Director Since:2017 Retired President and CEO,
American Water Works Company, Inc.
Robert M. Blue
CHAIR, PRESIDENT AND CEO, DOMINION ENERGY, INC.
Age:58
Director Since:2020
Kristin G. Lovejoy
INDEPENDENT
Age:59
Director Since:2022
Global Security and Resilience Practice Leader, Kyndryl Holdings, Inc.
Pamela J. Royal, M.D.
INDEPENDENT
Age:63
Director Since:2013 President, Royal Dermatology and Aesthetic Skin Care, Inc.
Vanessa Allen Sutherland
INDEPENDENT
Age:54
Director Since:2023
Executive Vice President, Governmental Affairs, General Counsel and Corporate Secretary, Phillips 66 Company
D. Maybank Hagood
INDEPENDENT
Age:64
Director Since:2019 Chairman and CEO,
Southern Diversified Distributors, Inc.
Jeffrey J. Lyash
INDEPENDENT
Age:64
Director Since:2025 Retired President and CEO, Tennessee Valley Authority
Robert H. Spilman, Jr.
INDEPENDENT
Age:69
Director Since:2009 Chairman, President and CEO, Bassett Furniture Industries, Inc.
Ages as of March 1, 2026
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 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 FORthis item.
COMPENSATION BEST PRACTICES
What We Do
Place a substantial portion of NEO pay at risk and tied to enhanced shareholder value
Balance short-term and long-term incentivesRequire 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 stockOffer excessive perquisites or provide tax gross-ups on executive
perquisites, except for certain benefits provided through thecompany's relocation program
Offer excessive change in control severance benefits
COMPENSATION SNAPSHOT
The 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 2025:
CEO
~90%
Performance
Based
10% Base Salary15% Annual Incentive
For 2025, our CEO's long-term incentive awards were 100% performance-based, with 93% of the payout based on relative total shareholder return (TSR) or cumulative operating earnings per share (EPS) and requiring 65th percentile performance for an at-target payout of the relative TSR metric. We believe this creates strong alignment with our shareholders and reinforces our pay-for-performance culture.
NEO
~75%
Performance
Based
25% Base Salary21% Annual Incentive
54% Long-Term Incentive
ITEM Ratification of Appointment of Independent Auditor The Audit Committee appointed Deloitte & Touche LLP (Deloitte) as the company's independent 3 registered public accounting firm (independent auditor) for the fiscal year ending December 31, 2026. 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 2026. Additional details about the Audit Committee's appointment of Deloitte as the company's independent auditor for the fiscal year 2026, as well as the fees paid to Deloitte in 2025 and 2024, can be found beginning on page 76. Your Board of Directors recommends that you vote FORthis item. |
ITEM Shareholder Proposal You are being asked to vote on a shareholder proposal, if properly presented at the 2026 Annual 4 Meeting, regarding a request for the Board of Directors to adopt a policy for an independent chair. Details of the proposal, as well as the company's opposing statement, can be found beginning on page 78. Your Board of Directors recommends that you vote AGAINSTthis item. |
ITEM Shareholder Proposal You are being asked to vote on a shareholder proposal, if properly presented at the 2026 Annual 5 Meeting, regarding a request to prepare a report on the use of ESG and DEI metrics in executive compensation plans. 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 AGAINSTthis item. |
ITEM Shareholder Proposal You are being asked to vote on a shareholder proposal, if properly presented at the 2026 Annual 6 Meeting, regarding a request to prepare a report on additional shareholder engagement channels beyond the existing shareholder engagement program. Details of the proposal, as well as the company's opposing statement, can be found beginning on page 83. Your Board of Directors recommends that you vote AGAINSTthis item. |
ITEM
1
Election of Directors
You are being asked to vote on the election of the following 11 director nominees. Information about each director's background, business experience and qualifications is provided on the following pages.
Your Board of Directors recommends that you vote FOReach director nominee.
Our Board of Directors, based on the recommendation of the Nominating, Governance and Sustainability Committee (NGS Committee), has nominated 11 directors for election at the 2026 Annual Meeting to hold office until the next annual meeting and until their respective successors are duly elected or appointed and qualified. All nominees are currently directors and all directors were elected by shareholders at the 2025 Annual Meeting, except for Mr. Lyash, who was elected to our Board effective June 25, 2025. Mr. Lyash was identified as a potential director candidate by the NGS Committee and recommended to the Board as a director nominee. Mr. Lyash brings more than four decades of experience in utility operations and construction, and public policy and regulatory matters (particularly in nuclear energy) to the Board.
1
NEW DIRECTOR
in 2025, with more than 1/2 of Board added since 2019
Each nominee has agreed to be named in this Proxy Statement and to serve as director for another term, if elected. For additional information regarding the voting requirements to elect directors, see What are the voting requirements to elect the directors and to approve each of the other items in this Proxy Statement and what is the effect of abstentions and broker non-votes? on page 89.
The nominees are 11 current and former leaders from organizations in the utilities, technology, financial services, medical, manufacturing, political and governmental sectors. Many of the nominees serve or have served on other public company boards, enabling our Board to stay apprised of best practices implemented at other companies and promoting informed and effective governance. In these leadership and oversight roles, we believe they have exemplified the integrity and acumen necessary to monitor and appraise management's strategy and the company's operations and performance.
Most nominees have roots in our communities, providing valuable feedback and insight into the impacts of Board decisions on customers, and all nominees have unique perspectives informed by their experiences and backgrounds. We believe that this group of experienced, collegial, thoughtful, responsible and intelligent leaders provides quality advice and counsel to Dominion Energy's management and effectively oversees the business and long-term interests of shareholders.
The Board evaluates and vets candidates for election as directors as part of its normal course of business as described under Director Nominations and Board Refreshment on page 22. Proxies cannot be voted for a greater number of individuals than the number of nominees. Although it is not anticipated that any of the individuals named below will be unable or unwilling to stand for election, in the event of such an occurrence, a proxy may be voted for a substitute designated by our Board, or, in lieu of designating a substitute, our Board may reduce the number of directors.
Voting Standard: Majority of Votes Cast for each director in uncontested elections supported by a resignation policy | Director Elections: Annual | Committee Structure: Refreshed in 2024 | Board and Committee Evaluations: Annual including individual director interviews led by the independent Lead Director |
Leadership Structure: CEO/Chair and Independent Lead Director with 100% independent committees | Non-Employee Director Ownership Guidelines: Lesser of 12,000 shares or 5x retainers1 | Retirement Policy: 75 years old Independent directors must submit a resignation for consideration by December 31stafter they turn 75 | Shareholder Rights: Proxy Access and Special Meeting Rights for qualified shareholders |
1Shares equal in value to five times the annual cash and stock retainers combined.
Director NomineesBennett
Hagood
Kington
Lovejoy
Spilman
Sutherland
The matrix below highlights the mix of key skills, qualifications, attributes and experiences that each director nominee brings to our Board. Nominees developed competencies in these skills through education, direct experience and oversight responsibilities. The Board believes that Dominion Energy directors should possess these skills, qualifications, attributes and experiences to provide oversight in line with our mission, core values and strategic plans. Because the matrix is a summary, it is not intended to be a complete description of all the key skills, qualifications, attributes and experiences of each director.
Blue
Lyash
Rigby
Royal
Story
Skills, Qualifications, Attributes and Experiences
Strategy | Industry.Experience in utility, energy and/or nuclear energy operations, including the associated risks and public policy issues. Government, Public Policy or Legal.Experience working with governmental agencies and advancing policy and legislative initiatives. Human Capital/Talent Management.Experience in attracting, developing, motivating and retaining a talented workforce. | ● ● | ● ● ● | ● | ● ● | ● ● | ● ● ● | ● ● ● | ● | ● | ● ● ● | ● ● ● |
Innovation and Technology.Experience overseeing or driving technological trends, cybersecurity and development of new technologies like artificial intelligence. | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||
Environmental.Experience overseeing or managing environmental, climate or sustainability practices, with an understanding of environmental policy, risks, regulations and compliance obligations. | ● | ● | ● | ● | ● | ● | ● | |||||
Customer and Community.Experience in a customer-facing industry with an understanding of customer and community expectations, including transforming the customer experience. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||
Governance | Leadership.CEO, executive or senior management experience guiding complex organizations, including developing and implementing corporate strategies and longterm business plans. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Financial or Accounting.Experience in finance or accounting, including oversight of financial reporting and internal controls and/or raising debt and equity capital. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Corporate Governance.Experience with board oversight and management accountability, as well as protecting shareholder and stakeholder interests. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||
Risk Management.Experience overseeing or managing financial, operational and other significant risks that affect our business. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Demographics | Independent | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Tenure (# of years as of March 1, 2026) | 7 | 5 | 7 | 20 | 3 | <1 | 9 | 13 | 16 | 9 | 2 | |
Age (as of March 1, 2026) | 64 | 58 | 64 | 66 | 59 | 64 | 69 | 63 | 69 | 66 | 54 | |
Female | ● | ● | ● | ● | ||||||||
Male | ● | ● | ● | ● | ● | ● | ● | |||||
African American or Black | ● | ● | ● | |||||||||
White or Caucasian | ● | ● | ● | ● | ● | ● | ● | ● |
Information about each director nominee is presented on the following pages, including specific key experience and qualifications that led the NGS Committee and our Board to nominate him or her to serve as a director.
James A. Bennett
Age:64
Director Since:2019
Independent
Committees:
Finance
Safety, Technology, Nuclear and Operations (Chair)
ExperienceMr. Bennett has served as Executive Director of External Affairs for First-Citizens Bank & Trust Company (First Citizens) in Columbia, South Carolina since January 2024, having previously served as South Region Mid-South Area Executive from January 2015 to January 2024, in addition to other leadership roles with First Citizens. Before joining First Citizens, Mr. Bennett became the youngest bank president in South Carolina when he was named President of Victory Savings Bank in 1989.
Mr. Bennett has been actively involved with the Columbia Urban League for more than 35 years, serving previously as League Chairman, and is a former chairman of the board of Claflin University, a private, historically black university located in Orangeburg, South Carolina. Mr. Bennett currently serves on the Executive Committee of the Midlands Business Leadership Group and as a member of the University of South Carolina Educational Foundation and Development Foundation. He is a member of the board of directors of Blue Cross Blue Shield of South Carolina and former chair of the South Carolina Bankers Association.
Mr. Bennett received his undergraduate degree from the University of South Carolina and is a graduate of the South Carolina Bankers School.
Qualifications, Attributes and SkillsMr. Bennett has extensive leadership and talent management skills from his management and operating responsibilities in the banking industry, which helps our Board with strategic planning and with its oversight of the company's efforts to develop and retain a talented workforce.
He has financial and risk management expertise and familiarity with public policy and customer service concerns from his work in the regulated financial services sector, developing the skills needed to oversee the company's financial needs and risk management.
He has demonstrated a commitment to the community and non-profit organizations within South Carolina, fostering connections with our customers.
Through his tenure on the board of directors of SCANA Corporation (SCANA), Mr. Bennett has relevant corporate governance and public company board experience, assisting our Board with transparency, accountability and effectiveness.
Robert M. Blue
Age:58
Director Since:2020
Chair, President and Chief Executive Officer, Dominion Energy
Experience
Mr. Blue has served as Chair of the Board of Dominion Energy since April 2021 and as President and Chief Executive Officer since October 2020, having previously served as Executive Vice President and Co-Chief Operating Officer from December 2019 through September 2020. He served as Executive Vice President and President & Chief Executive
Officer - Power Delivery Group from May 2017 through November 2019, and in various Senior Vice President roles prior to that. Mr. Blue has also served as a director for Dominion Energy Virginia and Dominion Energy South Carolina, both wholly owned operating subsidiaries of Dominion Energy, since November 2018 and October 2020, respectively.
Prior to joining Dominion Energy in 2005, Mr. Blue served as Counselor and Director of Policy for the Governor of Virginia and as an attorney at Hogan & Hartson (now Hogan Lovells).
Mr. Blue currently serves as chair of the board of directors of the Institute of Nuclear Power Operations. He also is a member of the board of directors for the Edison Electric Institute, the Nuclear Energy Institute, AEGIS Insurance Services, Inc., the Federal Reserve Bank of Richmond, the Greater Washington Partnership, Sports Backers, and Communities in Schools of Virginia.
Mr. Blue received his undergraduate degree and Master of Business Administration from the University of Virginia and his law degree from Yale University.
Qualifications, Attributes and SkillsMr. Blue has in-depth knowledge of the company's industry, business and operations, with more than 20 years of experience at Dominion Energy.
As Dominion Energy's Chair, President and CEO, Mr. Blue has demonstrated his leadership, financial, risk management, talent management and corporate governance skills in leading the company through the execution of its strategic business review in 2024.
He possesses an understanding of the environmental, regulatory, operational, legal, governmental and public policy issues central to our core utility businesses, helping the company monitor and advocate for policy and legislative initiatives that protect our industry and our customers. In addition, he has oversight experience of cybersecurity and technological trends. The Board believes Mr. Blue's qualifications are key in leading the company in our mission of providing reliable, affordable and increasingly clean energy to our customers.
He has demonstrated a commitment to the communities we serve, fostering connections with our customers and other stakeholders.
D. Maybank Hagood
Age:64
Director Since:2019
Independent
Committees:
Finance
Nominating, Governance and Sustainability
ExperienceMr. Hagood has served as Chief Executive Officer of Southern Diversified Distributors, Inc. (SDD) since 2003 and as Chairman since 2012. SDD is the parent company of William M. Bird and Company, Inc. and TranSouth Logistics, LLC, providers of floor covering distribution and supplies, warehousing, logistics and transportation throughout the Southeast.
Mr. Hagood chairs the board of directors of the Lamb Institute, a non-profit organization based in Charleston, South Carolina. The Lamb Institute funds several ministries in Honduras providing funding, volunteer resources and support to schools, an orphanage and various other programs. He also serves on the board of Bravo Services, LLC, a consortium of 12 North American flooring companies representing over $2 billion in annual sales of floor covering and related supply products.
Mr. Hagood received both his undergraduate degree and Master of Business Administration from the University of Virginia.
Qualifications, Attributes and SkillsMr. Hagood brings leadership, talent management, risk management and financial operations skills from his role as the CEO of SDD, which helps our Board with strategic planning, its oversight of the company's efforts to develop and retain a talented workforce and its oversight of financial reporting and internal controls.
In his role as CEO of SDD, Mr. Hagood is responsible for overseeing its corporate information technology systems and strategy, customer service operations, supply chain management and marketing as well as addressing changing consumer preferences, which increases our Board's understanding of cybersecurity issues as well as customer and community expectations.
Through his tenure as a member of the board of directors of SCANA, Mr. Hagood also brings relevant corporate governance and public company board experience, assisting our Board with transparency, accountability and effectiveness.
Mark J. Kington
Age:66
Director Since:2005
Independent
Committees:
Compensation and Talent Development Finance (Chair)
ExperienceMr. Kington has been managing director of Kington Management, LP, a private investment firm, and its predecessor since 2012. He was managing director of X-10 Capital Management, LLC, a private investment firm, from 2004 to 2012.
Mr. Kington is and has been the principal officer and investor in several communications firms and was a founding member of Columbia Capital, LLC, a venture capital firm specializing in the communications and information technology industries.
He currently serves on the board of the University of Virginia Darden School Foundation. He also has served on the boards of Colonial Williamsburg, the National Trust for Historic Preservation, the Nature Conservancy in Virginia and the NPR Foundation.
Mr. Kington received his undergraduate degree from the University of Tennessee and Master of Business Administration from the University of Virginia.
Qualifications, Attributes and SkillsMr. Kington has extensive experience in information technology, investment management and corporate finance, including derivatives and capital markets, which is valuable as the Chair of the Finance Committee and helps our Board oversee the company's financial performance, as well as navigate the energy and financial markets.
He also has regulatory and governmental expertise acquired during his tenure in the highly regulated telecommunications industry, helping our Board oversee policies and legislative initiatives.
Through his service as a managing director, Mr. Kington brings leadership, talent management, corporate governance and risk management experience, assisting our Board with its oversight of the company's efforts to develop and retain a talented workforce and overseeing the company's financial needs and risks.
Mr. Kington also has demonstrated a commitment to community and non-profit organizations within Virginia, fostering connections with our customers and other stakeholders.
Kristin G. Lovejoy
Age:59
Director Since:2022
Independent
Committees:
Audit
Safety, Technology, Nuclear and Operations
ExperienceMs. Lovejoy has been Global Security and Resilience Practice Leader for Kyndryl Holdings, Inc. (Kyndryl), a multinational, New York Stock Exchange (NYSE) listed information technology infrastructure services company, since November 2021.
Prior to joining Kyndryl, Ms. Lovejoy served as Global Cybersecurity Leader for Ernst & Young from February 2019 to November 2021, and was the founder and Chief Executive Officer of BluVector Inc. (BluVector), an artificial intelligence powered, sense-and-respond platform, from January 2017 through January 2019. Prior to that, she held senior positions at IBM, serving as Global Chief Information Security Officer and General Manager of IBM's Security Services Division, and was charged with building end-to-end security programs for IBM's global clients.
Ms. Lovejoy holds U.S. and EU patents in areas around risk management and was named The Consulting Report's "Top Cybersecurity Leader of 2021," and one of the "Top 10 Guardians of Cyberspace" by The Cyber Express in 2022.
She currently serves as a director of Radiant Logic and as a technology mentor for the Columbia University Center for Technology Management.
Ms. Lovejoy received her undergraduate degree from Lafayette College.
Qualifications, Attributes and SkillsMs. Lovejoy is a recognized thought leader in the fields of technology, risk management, resilience, compliance and governance. Ms. Lovejoy's cybersecurity experience and leadership of an artificial intelligence platform are invaluable to a utility company such as Dominion Energy, which seeks to pursue innovative technology solutions, maintain the security and reliability of the electric grid and prevent interruptions in service due to cyberattacks.
Ms. Lovejoy brings innovation and technological experience as her other roles require her to stay abreast of developing technology and public policy trends, including cyber tactics, strategies, best practices and issue resolution.
Ms. Lovejoy also has leadership, talent management, environmental, financial and risk management experience acquired through her senior roles at Kyndryl and IBM, and as founder and CEO of BluVector, assisting our Board with reviewing the company's efforts to develop and retain a talented workforce and overseeing financial reporting and internal controls.
Jeffrey J. Lyash
Age:64
Director Since:2025
Independent
Committees:
Safety, Technology, Nuclear and Operations
ExperienceMr. Lyash served as President and Chief Executive Officer of the Knoxville-based Tennessee Valley Authority (TVA), the nation's largest public utility, from April 2019 until his retirement in April 2025. Prior to joining TVA, he served as President and CEO of Ontario Power Generation, President of CB&I Power, Executive Vice President of Energy Supply for Duke Energy Corporation and its predecessor Progress Energy Corporation, and President and CEO of Progress Energy Florida, among other leadership roles. Mr. Lyash began his energy sector career at the U.S. Nuclear Regulatory Commission (NRC), where he served in senior technical and management positions.
Mr. Lyash is the immediate past chair of the Institute of Nuclear Power Operations and of the Nuclear Energy Institute. He has also served on the board of directors of Granite Construction Incorporated, a civil construction company and aggregate producer based in Watsonville, California.
Mr. Lyash received his undergraduate degree in mechanical engineering from Drexel University, where he serves as a member of the board of trustees. He has held a senior reactor operating license from the NRC. Mr. Lyash also holds the NACD.DC certification from the National Association of Corporate Directors.
Qualifications, Attributes and SkillsMr. Lyash brings deep industry expertise in utility, energy and nuclear operations, having served as CEO of TVA and Ontario Power Generation, where he oversaw complex energy systems, regulatory compliance and external affairs.
Mr. Lyash's experience with nuclear energy and advanced technologies, such as the development program for small modular reactors during his time with TVA, supports our Board's oversight of innovation and emerging opportunities in the energy sector. His leadership in environmental matters comes from TVA's stewardship of 11,000 miles of shoreline and 293,000 acres of public lands along the Tennessee River and its tributaries. His early career at the NRC and leadership of a federally affiliated organization provide valuable insight into government relations, legislative initiatives and administrative rulemaking and enforcement.
He has demonstrated strong leadership and talent management capabilities through his executive roles, guiding large workforces and fostering organizational transformation in his executive roles in the utility industry.
Mr. Lyash also brings financial and risk management experience from overseeing the budget, financial reporting and operational risks of a public utility. His customer and community focus, developed through leading public-facing utilities and leading nuclear organizations, enhances our Board's understanding of stakeholder expectations. Additionally, his service as the CEO of TVA and on industry and corporate boards contributes to our governance practices and accountability.
Public Company Board ExperienceAecon Group Inc. (since 2026) • Granite Construction Incorporated (2018-2023)
Joseph M. Rigby
Age:69
Director Since:2017
Independent
Committees:
Audit (Chair)
Compensation and Talent Development Safety, Technology, Nuclear and Operations
ExperienceMr. Rigby served as Chairman, President and Chief Executive Officer of Pepco Holdings, Inc. (PHI), an energy delivery company serving the mid-Atlantic region, from May 2009 to March 2016. Prior to that, Mr. Rigby held other executive officer positions with PHI and its subsidiaries, including chief operating officer and chief financial officer. He served as non-executive Chairman of South Jersey Industries, Inc. (South Jersey), an energy delivery company headquartered in Folsom, New Jersey, from 2020 to February 2025, including during South Jersey's private acquisition in 2023.
The New Jersey Chapter of the National Association of Corporate Directors recognized Mr. Rigby with a Lifetime Achievement in Governance award in 2024.
Mr. Rigby has served on the boards of the Edison Electric Institute and the U.S. Chamber of Commerce, and on the Rutgers University Advisory Board, among others.
He received his undergraduate degree in accounting from Rutgers University and Master of Business Administration from Monmouth University, and was a Certified Public Accountant.
Qualifications, Attributes and SkillsMr. Rigby has extensive utility industry expertise, with in-depth knowledge of electric transmission and distribution operations and strategic planning for providing reliable and affordable electricity to customers, acquired through more than 37 years of service with PHI and its subsidiaries. This experience also includes utility construction and operations, which encompasses environmental permitting and compliance.
From his role as CEO of PHI, he brings leadership, risk management, governmental, customer experience, talent management and finance skills, among other business disciplines. Mr. Rigby has expertise in mergers and acquisitions and was integrally involved in the merger of PHI with Exelon Corporation in March 2016.
As CEO of PHI, Mr. Rigby has direct experience advancing policy and legislative initiatives, including with respect to rate case proceedings.
Mr. Rigby also provides financial and accounting expertise from his service as the CFO of PHI and his utility accounting background.
Through his tenure on the boards of PHI and South Jersey, Mr. Rigby has extensive experience with public company corporate governance requirements, assisting our Board with transparency, accountability and effectiveness.
Public Company Board ExperienceSouth Jersey Industries, Inc. (2016-2023)
Pamela J. Royal, M.D.
Age:63
Director Since:2013
Independent
Committees:
Audit
Nominating, Governance and Sustainability (Chair)
ExperienceDr. Royal has been the owner and President of Royal Dermatology and Aesthetic Skin Care, Inc. since 1990. She is also a practicing physician.
Dr. Royal currently serves on the boards of The Valentine Museum (former chair), the Virginia Museum of Fine Arts (vice president) and the YMCA of Greater Richmond. She previously served on numerous other boards, including the local Advisory Board of Truist Bank, The Community Foundation (former chair), the Executive Committee of Venture Richmond (secretary), Bon Secours Richmond Health System, St. Christopher's School, the United Way of Greater Richmond and Petersburg (former chair), CenterStage Foundation (former vice chair), the Greater Richmond Chamber of Commerce, J. Sargeant Reynolds Community College Foundation and the Virginia Early Childhood Foundation.
Dr. Royal received her undergraduate degree from Hampton University and medical degree from Eastern Virginia Medical School.
Qualifications, Attributes and SkillsDr. Royal provides leadership, management and analytical skills to our Board as a recognized leader in the business and civic community and as president of her own medical practice in her native Richmond, Virginia, where the company is headquartered.
She also brings broad experience with financial, risk management and regulatory matters, including privacy and cybersecurity technology and insurance expertise, developed through her experience running a successful business for over 30 years in the highly regulated medical industry.
Dr. Royal also has corporate governance oversight, talent management and management accountability experience through running her own business, leadership roles of numerous non-profit boards and her service on our Board.
As a business owner familiar with the local economies and the communities we serve, Dr. Royal represents a unique customer centric view on our Board and understands the critical importance of meeting customer, community and other stakeholder expectations and the value of maintaining and building our brand and reputation.
Robert H. Spilman, Jr.
Age:69
Director Since:2009
Independent
Committees:
Compensation and Talent Development (Chair) Nominating, Governance and Sustainability
ExperienceMr. Spilman has been President and Chief Executive Officer of Bassett Furniture Industries, Incorporated (Bassett), a NASDAQ listed furniture manufacturer and distributor, since 2000. He has also served as Chairman of the Board of Bassett since 2016 and served as our independent Lead Director from 2020 to 2024.
Mr. Spilman serves on the board of trustees of Virginia Foundation for Independent Colleges and previously served as chairman of the board of directors of New College Institute. He also served as a director of Harris Teeter Supermarkets, Inc. (Harris Teeter) from 2002 to 2014, including as lead director from 2012 to 2014.
Mr. Spilman received his undergraduate degree from Vanderbilt University.
Qualifications, Attributes and SkillsMr. Spilman has knowledge of and expertise in customer expectations, brand management, product development and competitive consumer markets as CEO of a publicly traded national retailer, manufacturer and marketer of branded home furnishings.
In this role, he has provided strategic oversight of talent management, information technology and environmental impact concerns associated with manufacturing and retail operations, including e-commerce. Mr. Spilman provides financial, risk management, leadership and investor relations skills from his experience as the current CEO and Chair of a public company.
He also brings public company board and corporate governance experience as a former lead director of Harris Teeter and current Chairman of the Board of Bassett. This experience includes transparency, accountability and board effectiveness.
Public Company Board ExperienceBassett Furniture Industries, Incorporated (since 1997)
Susan N. Story
Age:66
Director Since:2017
Independent Lead Director
Committees:
Compensation and Talent Development Safety, Technology, Nuclear and Operations
ExperienceMs. Story served as President and Chief Executive Officer of American Water Works Company, Inc. (American Water), an NYSE listed company, from May 2014 to April 2020, after joining American Water as Senior Vice President and Chief Financial Officer in 2013.
Prior to American Water, Ms. Story served as Executive Vice President of Southern Company (Southern), an NYSE listed electric power generation, transmission and distribution company, from 2003 through 2013, and in other executive positions with subsidiaries of Southern, including President and CEO of Southern Company Services from January 2011 to April 2013 and President of Gulf Power Company from April 2003 through December 2010.
Ms. Story serves or has served on a number of boards, including the Bipartisan Policy Center, the NYSE Board Advisory Council, the Council of CEOs, the Moffitt Cancer Center Advisory Board, the Alliance to Save Energy and the Electric Power Research Institute Advisory Council.
Ms. Story received her undergraduate degree in Industrial Engineering from Auburn University and Master of Business Administration from the University of Alabama.
Qualifications, Attributes and SkillsDuring Ms. Story's time at American Water and Southern, she developed extensive industry experience, addressing many issues also faced by Dominion Energy, including government and public policy issues, talent management, customer experience, nuclear operations, cybersecurity threats, regulatory compliance requirements, changing workforce demographics, strategic workforce planning and insurance management. In addition, these roles provided Ms. Story with experience in leadership, operations, strategic planning, environmental, technology, and financial strategy and risk management experience.
As the former lead director of Raymond James Financial, Inc. (Raymond James), a former director of American Water and Newmont Corporation and a current board member of Carrier Global Corporation, Ms. Story has significant experience with public company corporate governance requirements, including transparency, accountability and board effectiveness.
Public Company Board ExperienceCarrier Global Corporation (since 2023)
Newmont Corporation (2020-2025)
American Water Works Company, Inc. (2014-2020)
Raymond James Financial, Inc. (2008-2023)
Vanessa Allen Sutherland
Age:54
Director Since:2023
Independent
Committees:
Audit
Nominating, Governance and Sustainability
ExperienceMs. Sutherland has served as Executive Vice President, Government Affairs, General Counsel and Corporate Secretary at Phillips 66 Company (Phillips 66), a Fortune 50 diversified energy manufacturing and logistics company, since February 2022. Prior to her role at Phillips 66, Ms. Sutherland was Executive Vice President and Chief Legal Officer for Norfolk Southern Corporation (Norfolk Southern), a rail transportation and logistics company, from March 2020 through January 2022, having previously served in other executive roles with Norfolk Southern from June 2018 to March 2020. She also previously served in senior legal counsel roles for Altria Group, Inc. and Digex, Inc.
In addition, Ms. Sutherland served as Chairperson and Chief Executive Officer of the U.S. Chemical Safety and Hazard Investigation Board from 2015 to 2018 and as Chief Counsel at the U.S. Department of Transportation's Pipeline and Hazardous Materials Safety Administration. She serves on the Virginia Symphony Orchestra Board in Norfolk, Virginia, and served as a member of the board of trustees of The Woodruff Arts Center in Atlanta, Georgia.
Ms. Sutherland received her undergraduate degree from Drew University and her law degree and Master of Business Administration from American University.
Qualifications, Attributes and SkillsMs. Sutherland has industry, environmental, leadership, financial, customer and talent management experience from her governmental roles and service as a chief legal officer for a Fortune 50 energy company, assisting our Board's oversight of the company's strategies that address energy, financial, environmental and workforce matters.
She has in-depth risk management, legal and corporate governance knowledge from serving in legal roles in the energy industry, assisting our Board's oversight of risk while increasing transparency, accountability and effectiveness.
Ms. Sutherland brings substantial knowledge of government and public policy matters from her roles with the U.S. government, assisting our Board's oversight of the company's policy and legislative initiatives.
Ms. Sutherland provides technology expertise as a Certified Information Privacy Professional, assisting our Board's oversight of the company's efforts to ensure the security of the electric grid and prevent interruptions in service due to cyberattacks.
She has demonstrated a commitment to the Virginia community, fostering connections with our customers through her charitable board service in our communities.
Public Company Board ExperienceSouthern Company Gas, a subsidiary of Southern Company (2021-2023)
Eastman Chemical Corporation (2021)
Corporate Governance
Director Nominations and Board RefreshmentThe NGS Committee is responsible for assessing the size and composition of our Board, determining whether its composition is appropriate for the company's current and future strategic needs and identifying, evaluating and recommending nominees for election to the Board.
As part of its assessment of the size and composition of the Board, the NGS Committee considers a variety of factors, including:
Feedback on attributes and performance through Board assessments and executive session discussions;
The existing and desired skills and experiences that would be beneficial to our Board and its committees;
The results of the Board's evaluation process and identified areas of expertise of current directors;
Changes in our business strategy and operating environment;
Tenure of current Board members, with the goal of striking a balance between the knowledge, continuity and other benefits that longer-tenured directors provide to the Board with the fresh experience, insights and perspectives that new directors contribute; and
Anticipated director retirements.
When identifying potential nominees, the NGS Committee considers candidates recommended by current members of the Board, members of management or shareholders, as well as any other well-qualified candidates who may come to the NGS Committee's attention. At times, the NGS Committee also uses an independent, third-party search firm to assist with ongoing identification and vetting of potential candidates.
In evaluating a director candidate, the NGS Committee considers, among other things:
The candidate's business or other relevant experience;
Whether the candidate's skills and competencies align with the company's strategic opportunities and challenges;
The candidate's character, judgment, diversity of experience, business acumen and ability to act on behalf of shareholders;
The interplay of the candidate's expertise, skills, knowledge and experience in comparison to other members of our Board; and
The candidate's ability to dedicate sufficient time and energy to contribute to the effectiveness of the Board.
BOARD
REFRESHMENT PROCESS
Board composition,
1 andincludingfuturecurrentneeds,
is regularly analyzed
2
Candidate list is
developed and refreshed, including any candidates recommended by directors, management and shareholders
3
Personal qualities, skills
and background of potential candidates are considered. Candidates are screened for independence and potential conflicts
NGS Committee
4 andevaluatesrecommendscandidates
nominees to the Board
5
Board evaluates the
candidates, analyzes independence and potential conflicts and selects nominees
Once a potential candidate is identified, the NGS Committee reviews the background of the candidate for potential conflicts and to determine whether the candidate would be independent under the independence standards of Dominion Energy and the NYSE. The Board then typically meets with the candidate in small and large groups of directors and in informal and formal settings to allow for personal interaction and assessment. Both the NGS Committee and the Board meet in executive sessions to discuss the qualifications of the director candidate before the NGS Committee makes a final recommendation to the Board.
As required by the company's Corporate Governance Guidelines, the NGS Committee is charged with selecting candidates who represent a mix of backgrounds and experiences that will enhance the quality of the Board's deliberations and decisions as well as those of its five committees. The NGS Committee recognizes that a Board with different skills, experiences and perspectives helps encourage critical thinking and innovative, strategic discussions, which in turn is expected to contribute to the continued success of the company. Representation of different perspectives promotes the Board's understanding of the needs and viewpoints of our investors, customers, employees, suppliers, communities and other stakeholders.
Shareholder Director Candidate RecommendationsAny shareholder wishing to recommend a director candidate for consideration by the NGS Committee should send a written statement to the Corporate Secretary, identifying the candidate and providing relevant qualifications and biographical information. The Corporate Secretary may require the candidate to provide additional information necessary for the NGS Committee to make its recommendation to the Board. Shareholder recommendations are reviewed on the same basis as candidates identified by or recommended to the NGS Committee.
Shareholder-Nominated Director CandidatesDominion Energy's Bylaws allow a shareholder, or a group of up to 20 shareholders, owning collectively 3% or more of the company's outstanding common stock continuously for at least the previous three years, to nominate and include in the company's proxy materials director nominees constituting up to the greater of 20% of the Board or two nominees provided that such shareholder(s) and nominee(s) satisfy the requirements set forth in Article XII of our Bylaws.
Our Bylaws also allow a shareholder to nominate persons for election as directors provided that the shareholder satisfies the requirements specified in Article XI of our Bylaws.
For additional information, see Business Proposals and Nominations by Shareholders on page 94.
Board and Committee EvaluationsOur Board conducts an annual evaluation designed to enhance its effectiveness and performance. Our Lead Director, together with the NGS Committee, oversees the Board's annual evaluation process, including the review of overall Board performance, the Board's understanding of the company's core businesses and strategy, Board and committee responsibilities, CEO and senior management succession planning, the flow of information from management and Board meeting agenda topics.
EVALUATION QUESTIONNAIRES
Anonymous submission of evaluation questionnaires allows candid input by each director regarding the performance and effectiveness of the Board.
INDIVIDUAL DIRECTOR
INTERVIEW
Independent Lead Director has in-depth discussions with each independent director to gather suggestions for improving Board effectiveness and to solicit input
on a range of issues.
FEEDBACK INCORPORATED
The Board and each of its committees develop plans to act based on the results, as
appropriate. Dialogue continues throughout the year regarding any identified focus item and any new topics that may arise. Board policies and practices are updated as appropriate as a result of feedback provided.
BOARD DISCUSSION
Responses from Board questionnaires and insights from the independent Lead Director
interviews are discussed in executive session with directors only,
and potential areas to enhance the Board's
effectiveness are identified.
Each Board committee also conducts an annual evaluation of its effectiveness and performance. Each committee member anonymously completes a written questionnaire soliciting feedback on topics such as committee size, member expertise, responsibilities, meeting materials provided by management and performance. A compilation of the responses is reviewed and discussed by each committee in executive session and a summary of all committee assessment results is provided to the NGS Committee for its review and discussion. During 2025, the Board modified the evaluations process to include ranked responses, in addition to narrative ones, in order to better track the effectiveness and performance of the Board over time.
Director IndependenceOur Corporate Governance Guidelines and the NYSE listing standards require that the Board be composed of a majority of independent directors. To assist in assessing director independence, the Board adopted independence standards that also meet the independence requirements of the NYSE listing standards. In applying our independence standards and applicable Securities and Exchange Commission (SEC) and NYSE criteria, the Board considers all relevant facts and circumstances.
Our independence analysis also identifies certain types of commercial and charitable relationships that are immaterial and, therefore, do not affect a director's independence. As such, these categorical relationships are not considered by the Board when determining independence, though they are reported to the NGS Committee annually. The Board may determine that a director is independent even if that director has a relationship that does not fit within these categorical standards, provided that the relationship does not violate our independence standards or NYSE independence standards. If such a decision is made, the basis for the Board's determination will be explained in the proxy statement for our next annual meeting of shareholders. Our independence standards are included in the appendix to our Corporate Governance Guidelines. The corporate governance documents referred to in this Proxy Statement can be found on our website. See Corporate Governance Materials Available on Our Website on page 93.
Based on the NYSE's and Dominion Energy's independence standards, and considering all relevant facts and circumstances, the Board affirmatively determined that the following director nominees are independent: Messrs. Bennett, Hagood, Kington, Lyash, Rigby and Spilman, Dr. Royal and Mses. Lovejoy, Story and Sutherland. Although Mr. Paul Dabbar resigned from the Board last year upon his confirmation as Deputy Secretary of Commerce, the Board also affirmatively determined that he was independent during his service as director.
Additional Independence Requirements for the Audit Committee and Compensation and Talent Development (CTD) Committee Members. Our Audit Committee charter also contains additional independence requirements, including prohibiting its members from receiving any compensation from Dominion Energy, except in their capacity as a director or committee member, or as permitted by SEC rules with respect to fixed amounts of compensation under a retirement plan for prior services. Our CTD Committee charter also requires directors who serve on the CTD Committee to satisfy the independence requirements under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (Exchange Act).
Board Leadership StructureOur Board regularly evaluates its leadership structure and considers alternative approaches as appropriate. The Board believes the company and its shareholders are best served by the Board retaining the flexibility to determine the appropriate leadership structure based on its assessment of company needs and circumstances, including whether the same individual should be Chair and CEO. Our Corporate Governance Guidelines provide that the Board will determine whether to combine or separate these roles, taking into consideration the needs of the company, succession planning, the skills and experience of the individual or individuals filling these positions and other relevant factors.
The Board believes there is no single best leadership structure that is the most effective in all circumstances and that a rigid leadership structure could impede the Board's effectiveness and ability to act in the best interests of the company, its shareholders and the customers and communities we serve. The backgrounds and experiences of our directors provide the Board with broad perspectives from which to determine the leadership structure best suited for the company and the long-term interests of its shareholders.
2025 Governance ReviewAs part of its ongoing review of governance during 2025, the Board considered a variety of matters, including the company's performance since the 2024 governance review and its strategy and plans for the future, the Board's leadership structure, the election of the Chair and independent Lead Director, peer practices, governance trends, investor feedback and the results of Board evaluations.
During the review, the Board determined that the company and its shareholders continue to be best served by having Mr. Blue as Chair and CEO. The Board believes that a combined Chair and CEO role allows the company to effectively convey its business strategy and core values to shareholders, employees, customers and other stakeholders in a single, consistent voice. Since Mr. Blue's election as CEO in 2020, the company has faced challenges and sought opportunities that required quick and nimble decision-making and steady leadership. During his tenure, the company began addressing unprecedented load growth in our service area, conducted a transparent business review, advanced the CVOW commercial project, grew our clean energy portfolio and had some of the safest years for our employees in the company's history. His actions during this period have reaffirmed the Board's trust in his leadership and their confidence in the combined Chair and CEO role at this time.
Susan N. StoryIndependent Lead Director since May 2024
Retired President and CEO, American Water Works Company, Inc.
Former Lead Director, Raymond James Financial, Inc.
The Board believes that a primarily independent Board (with Mr. Blue as the only non-independent board member) and a robust independent Lead Director role ensures engaged, independent oversight from the Board.
Their leadership is supplemented by engaged and experienced committee chairs along with independent-minded, skilled and committed directors.
As part of the ongoing governance review and board refreshment, the independent directors reelected Ms. Story as independent Lead Director. In her time as Lead Director, she has had a strong presence and has been an effective leader in the boardroom. The Board originally selected Ms.
Story due in part to her successful tenure as the former CEO of American Water, the largest publicly-traded water and wastewater utility company in the United States, and her time with Southern, where she served as Executive Vice President among other roles after originally joining Southern as a nuclear power plant engineer. With her experience in overseeing other public companies as a director, including as lead director of Raymond James and roles on a variety of board committees, the Board believes Ms. Story provides strong independent Board leadership.
The Board has determined that having Mr. Blue serve as Chair and CEO is appropriate at this time. However, as part of its ongoing governance review, the Board will continue to evaluate its leadership structure, taking into account the company's specific needs and strategic objectives, as well as considering evolving industry norms and best practices.
Independent Lead DirectorUnder our Corporate Governance Guidelines, the Board annually elects a Chair of the Board, and if the Chair is not independent, the independent directors of the Board will elect one of their own to serve as the Lead Director.
Our Board believes that an active, empowered independent Lead Director with well-defined duties is key to providing strong, independent leadership for the Board. The independent Lead Director's responsibilities include:
Board Leadership |
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Board Culture |
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Board Meetings |
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Performance and Development |
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Shareholder Engagement |
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Ms. Story currently serves as the independent Lead Director and does not chair any Board committees, which allows her to focus on her Lead Director responsibilities.
97%
2025 Meetings and AttendanceThe Board met seven times in 2025. Each director serving in 2025 attended at least 75% of all Board meetings and the respective meetings of the committees on which he or she was a member during the period for which he or she served as a director. As outlined in our Corporate Governance Guidelines, directors are expected to attend all Board and committee meetings. In addition, directors are expected to attend all annual meetings of shareholders. All of our directors standing for re-election at the 2026 Annual Meeting attended the 2025 Annual
Meeting.
Meetings of Independent DirectorsExecutive sessions of our independent directors are held at each regularly scheduled Board meeting and are presided over by our independent Lead Director.
2025 OVERALL AVERAGE BOARD ATTENDANCE
The Committees of the BoardThe Board established five standing committees (Audit, CTD, Finance, NGS and Safety, Technology, Nuclear and Operations (Operations)) to assist it with the performance of its responsibilities. Our NGS Committee reviews the chairs and membership of each committee on an annual basis, including with respect to succession planning, and makes recommendations to the full Board. Our Board committees are composed of independent directors and are governed by charters adopted by the Board. See Corporate Governance Materials Available on Our Website on page 93.
The Board elects the members of these committees and the committee chairs annually at its meeting following our annual meeting of shareholders, taking into consideration the input of the NGS Committee. The chair of each committee develops the meeting agendas for that committee with management. After each meeting, each committee provides a full report to our Board.
Details about the primary role, responsibilities and number of meetings held during 2025 of each committee are provided below.
Audit Committee MEETINGS HELD IN 2025: SEVEN
Joseph M. Rigby (Chair)
Kristin G. Lovejoy Pamela J. Royal, M.D.
Vanessa Allen Sutherland
ROLE & RESPONSIBILITIES
The Audit Committee's primary responsibilities include:
Overseeing the integrity of the company's financial statements and financial reporting practices;
Overseeing the company's compliance with legal and regulatory requirements and our systems of disclosure controls and internal control over financial reporting;
Appointing and retaining the independent auditor and evaluating its qualification, independence, performance and fees;
Overseeing the performance of the company's internal audit function;
Overseeing the company's policies with respect to risk assessment and risk management; and
Overseeing the company's Ethics & Compliance program.
The Audit Committee periodically meets with both the independent auditor and internal auditor in separate sessions without management present and consults with the independent and internal auditors regarding audits of the company's consolidated financial statements and adequacy of internal control over financial reporting. The Audit Committee's report is on page 77.
Each member meets the financial literacy requirements for Audit Committee membership under the NYSE's rules and the rules and regulations of the SEC. The Board has determined that Dr. Royal, Ms. Sutherland and Mr. Rigby are "audit committee financial experts," as defined under SEC rules.
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Dominion Energy Inc. published this content on March 20, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 20, 2026 at 20:01 UTC.
