2022 ANNUAL MEETING OF SHAREHOLDERS Additional Solicitation Materials

Pay for Performance Executive Compensation Program Reflects Best Practices and Incorporates Shareholder Input

Commitment to Compensation Governance Best Practices

  • Substantial portion of pay at risk for the CEO and other named executive officers and tied to enhanced shareholder value

  • Annual incentive plan integrates environmental, safety and diversity and inclusion performance metrics

  • Robust executive stock ownership guidelines

  • Equity and cash-based incentive compensation includes clawback policy

  • Non-compete clause in executive retirement plans

  • Double triggers for the payment of most change in control benefits

  • No long-term or indefinite employment agreements for executive officers

  • Hedging or pledging of shares as collateral prohibited

  • No excessive perquisites and tax gross-ups on executive perquisites

2021 CEO Target Direct CompensationLong-Term Incentive Program Enhancements

Reflecting Shareholder Input

  • 2017 Performance period increased from two to three years

  • 2021 Elimination of Absolute TSR Modifier

  • 2022 Increased performance grant weighting to 60% of long-term incentive program and reduced restricted stock weighting to 40%

  • 2022 Performance grant includes carbon-emitting generation capacity and cumulative operating EPS goals, in addition to a TSR goal

Management Proposal to Reduce Threshold for Calling Special Meeting (Item 4)

The Board of Directors recommends that shareholders vote FOR this proposal

We are seeking shareholder approval to amend Dominion Energy's Bylaws to reduce the share ownership threshold for calling a special meeting from

25% to 15%

Management's proposed 15% ownership threshold:

  • Ensures a meaningful percentage of our shareholders agreeon the need for a special meeting before a special meeting can be called;

  • Is lower than a majority of our peers and S&P 500 companies with a special meeting right;

  • Strikes an appropriate balance between enhancing shareholder rights while protecting our broader shareholder base from small groups of shareholders pursuing interests that are not in the best interests of the company and its shareholders; and

  • Is consistent with the belief that special meetings should be limited to extraordinary matters and/or significant strategic concerns that require attention prior to the next annual meeting.

If our proposed Bylaw Amendment receives enough affirmative votes for approval as described within Item 4 under "Required Vote" on page 76 of the 2022 Proxy Statement, then it will be binding on us. In that event, our Proposed Bylaw Amendment will become effective, regardless of the voting outcome on the Shareholder Bylaw Proposal (Item 5). Also in that event, we will not implement the Shareholder Bylaw Proposal irrespective of its voting outcome (and even if the Shareholder Bylaw Proposal also receives a majority affirmative vote).

Shareholder Proposal for Inclusion of Medium-Term Scope 3 Targets (Item 6)

The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:

  • Dominion Energy is already on a pathway to achieve its net zero Scope 3 goals with demonstrated progress

  • Achieving Scope 3 net zero emissions is dependent on the actions of various third parties and on the advancement of technology that is not currently in commercial development

  • Thus, meeting our commitments requires a well coordinated strategy. We are not standing idly by, the company is:

    • Meaningfully engaging with stakeholders to take into consideration their interests

    • Conducting rigorous analysis and modeling to develop an actionable path that also meets our commitment to providing safe, reliable, affordable, and sustainable energy to our customers

    • Working with regulators to solidify the conditions needed to ensure success

    • Piloting new technologies

    • Consulting with suppliers and developing customer solutions (upstream fuel and power suppliers and downstream customers)

  • Setting premature medium-term targets will disrupt the measured approach we take to target setting and may threaten the effectiveness of achieving our long-term commitments

    • We thoughtfully develop our commitments to consider various scenarios

    • We hold ourselves accountable to our goals and any failure to realize our commitments could lead to adverse impact on the company

Demonstrated progress towards our Net Zero commitments

FEB

2020

Announced enterprise-wide Net Zero Scope 1 commitment with interim targets

YEAR END

2020

Sustainability 2.0: Enhanced sustainability strategies to move beyond Scope 1 decarbonization

JULY

2021

TCFD-aligned Climate Report with Net Zero pathway modeling and inventory of Scope 1, 2, and 3 GHG Emissions

FEB

2022

Leading the pack: Announced Net Zero Scope 2 and 3 commitments

7 months between foundational disclosure of Scope 2 and 3 emissions inventory and announcement of Scope 2 and 3 Net Zero commitments

BY YEAR END

2022

Updated Climate Report with expanded Scope 3 analysis

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Dominion Energy Inc. published this content on 29 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2022 19:07:04 UTC.