Dominion Energy (D) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, with voting on 11 director nominees, executive compensation, auditor ratification, and a shareholder proposal regarding executive pay metrics.

• 2024 financial highlights include $2.44 reported EPS, $2.77 operating EPS, 20.4% total shareholder return, and a $21 billion debt reduction.

• Major business actions included the sale of three gas distribution companies and a 50% interest in the CVOW project.

• Safety performance, regulatory approvals, and clean energy investments were emphasized.

Voting matters and shareholder proposals

• Board recommends voting for all director nominees, executive compensation (Say on Pay), and auditor ratification.

• Board recommends voting against a shareholder proposal to eliminate non-carbon emitting generation goals from executive pay incentives.

• Shareholder engagement influenced executive compensation design, with 95.1% Say on Pay support in 2024.

Board of directors and corporate governance

• Board consists of 11 nominees with diverse backgrounds in utilities, technology, finance, and public policy.

• All directors except the Chair/CEO are independent; committees are 100% independent.

• Board leadership structure reviewed in 2024; combined Chair/CEO role maintained, with a robust independent Lead Director role.

• Annual board and committee evaluations, refreshed committee structure, and regular board refreshment practices.

• Shareholder rights include proxy access and the ability to call special meetings.