DEF 14A of Dominion Energy, Inc, Mar 28, 2025

DEF 14A of Dominion Energy, Inc

Filed Mar 28, 2025 · FY20240000950170-25-046340

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  1. Voting Roadmap

    | Nominees for the Board of Directors | | | | | | | | James A. Bennett INDEPENDENT Age: 63 Director Since: 2019 Executive Director of External Affairs, First-Citizens Bank & Trust Company | Robert M. Blue CHAIR, PRESIDENT AND CEO, DOMINION ENERGY, INC. Age: 57 Director Since: 2020 | Paul M. Dabbar INDEPENDENT Age: 57 Director Since: 2023 Co-founder, Bohr Quantum Technology Corp. | | | | | | D. Maybank Hagood INDEPENDENT Age: 63 Director Since: 2019 Chairman and CEO, Southern Diversified Distributors, Inc. | Mark J. Kington INDEPENDENT Age: 65 Director Since: 2005 Managing Director, Kington Management, LP | Kristin G. Lovejoy INDEPENDENT Age: 58 Director Since: 2022 Global Security and Resilience Practice Leader, Kyndryl Holdings, Inc. | | | | | | Joseph M. Rigby INDEPENDENT Age: 68 Director Since: 2017 Retired Chairman, President and CEO, Pepco Holdings, Inc. | Pamela J. Royal, M.D. INDEPENDENT Age: 62 Director Since: 2013 President, Royal Dermatology and Aesthetic Skin Care, Inc. | Robert H. Spilman, Jr. INDEPENDENT Age: 68 Director Since: 2009 Chairman, President and CEO, Bassett Furniture Industries, Inc. | | | | | | Susan N. Story INDEPENDENT LEAD DIRECTOR Age: 65 Director Since: 2017 Retired President and CEO, American Water Works Company, Inc. | Vanessa Allen Sutherland INDEPENDENT Age: 53 Director Since: 2023 Executive Vice President, Governmental Affairs, General Counsel and Corporate Secretary, Phillips 66 Company | |

  2. Director Nominees

    Director Nominees The Board attribute 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.

  3. Director Nominees

    | | Skills, Qualifications, Attributes and Experiences | | | | | | | | | | | | | | 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, digital platforms, cybersecurity and development of new technologies. | | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | | 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. | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | | Leadership. CEO, executive or senior management experience guiding complex organizations, including developing and implementing corporate strategies and long-term 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. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Independent | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Tenure (# of years as of March 1, 2025) | 6 | 4 | 1 | 6 | 19 | 2 | 8 | 12 | 15 | 8 | 1 | | | Age (as of March 1, 2025) | 63 | 57 | 57 | 63 | 65 | 58 | 68 | 62 | 68 | 65 | 53 | | | Female | | | | | | ● | | ● | | ● | ● | | | Male | ● | ● | ● | ● | ● | | ● | | ● | | | | | African American or Black | ● | | | | | | | ● | | | ● | | | White or Caucasian | | ● | ● | ● | ● | ● | ● | | ● | ● | |

  4. Director Nominees

    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.

  5. Director Nominees

    | James A. Bennett | | | | Age: 63 Director Since: 2019 Independent | Committees: Finance Safety, Technology, Nuclear and Operations (Chair) | |

  6. Director Nominees

    Mr. 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.

  7. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Mr. 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.

  8. Qualifications, Attributes and Skills

    | | Robert M. Blue | | | Age: 57 Director Since: 2020 Chair, President and Chief Executive Officer, Dominion Energy |

  9. Qualifications, Attributes and Skills

    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. Mr. Blue currently serves on the boards of the Nuclear Energy Institute, the Edison Electric Institute and the Institute of Nuclear Power Operations. He is a member of the boards of the Federal Reserve Bank of Richmond, Associated Electric & Gas Insurance Services Limited, the Greater Washington Partnership, Sports Backers and Communities in Schools of Virginia, as well as a member of the University of Virginia’s Board of Visitors. Mr. Blue received his undergraduate degree and Master of Business Administration from the University of Virginia and his law degree from Yale University.

  10. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Mr. Blue has in-depth knowledge of the company’s industry, business and operations, with more than 19 years of experience at Dominion Energy. He has oversight experience of cybersecurity and technological trends, which is key in providing reliable, affordable and increasingly clean energy to our customers. 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. 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. He has demonstrated a commitment to the communities we serve, fostering connections with our customers and other stakeholders.

  11. Qualifications, Attributes and Skills

    | Paul M. Dabbar | | | | Age: 57 Director Since: 2023 Independent | Committees: Finance Safety, Technology, Nuclear and Operations | |

  12. Qualifications, Attributes and Skills

    Mr. Dabbar is a Co-founder of Bohr Quantum Technology Corp. (Bohr), which develops and deploys quantum information technologies for the emerging quantum internet, and served as the Chief Executive Officer of Bohr from 2021 to 2025. Previously, he was Under Secretary of Energy for Science for the U.S. Department of Energy (DOE) from 2017 to 2021. Prior to his role at the DOE, Mr. Dabbar was a senior investment banker at J.P. Morgan with significant transaction experience across all energy sectors. In addition, he had a senior leadership role for J.P. Morgan’s commodity trading business, including power, oil and gas. Mr. Dabbar also served as a U.S. Navy officer aboard the nuclear submarine, USS Pintado. He is a member of the U.S. Council on Foreign Relations and served on the DOE’s Research and Technology Investment Committee and the boards of the National Science and Technology Council, the Manhattan Project National Park, the Energy Storage Grand Challenge and the DOE’s Environmental Management Board. He is also a Senior Research Scholar at Columbia University’s Center on Global Energy Policy. Mr. Dabbar received his undergraduate degree from the U.S. Naval Academy and his Master of Business Administration from Columbia University and is a graduate of the U.S. Navy’s Nuclear Power and Engineer programs.

  13. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Mr. Dabbar has substantial technology and innovation experience from his role with Bohr, assisting our Board with its oversight of the company’s efforts to ensure the security of the electric grid and prevent interruptions in service due to cyberattacks. He has environmental and industry experience from his work in the energy sector with particular expertise in nuclear operations, a fundamental component of meeting our Net Zero commitment. In addition, Mr. Dabbar has leadership, talent management, customer and corporate governance experience from serving as CEO of a private technology company and on the boards of AirJoule Technologies Corporation and Power & Digital Infrastructure Acquisition Corp., a special purpose acquisition company, assisting our Board with transparency, accountability and effectiveness. He has financial and risk management experience from his time in investment banking, which helps our Board with its oversight of the company’s strategies to meet its financial targets and navigate the financial and energy markets. He possesses legal, government and public policy experience from his roles with the U.S. government, helping our Board’s oversight of policy and legislative initiatives.

  14. Qualifications, Attributes and Skills

    | • AirJoule Technologies Corporation (formerly Montana Technologies Corporation and Power & Digital Infrastructure Acquisition II Corp.) (since 2022) | • Power & Digital Infrastructure Acquisition Corp. (2021-2022) |

  15. Qualifications, Attributes and Skills

    | | D. Maybank Hagood | | | | Age: 63 Director Since: 2019 Independent | Committees: Finance Nominating, Governance and Sustainability |

  16. Qualifications, Attributes and Skills

    Mr. 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.

  17. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Mr. 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 overseeing 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.

  18. Qualifications, Attributes and Skills

    | Mark J. Kington | | | | Age: 65 Director Since: 2005 Independent | Committees: Compensation and Talent Development Finance (Chair) | |

  19. Qualifications, Attributes and Skills

    Mr. 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 has also 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.

  20. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Mr. 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.

  21. Qualifications, Attributes and Skills

    | | Kristin G. Lovejoy | | | | Age: 58 Director Since: 2022 Independent | Committees: Audit Safety, Technology, Nuclear and Operations |

  22. Qualifications, Attributes and Skills

    Ms. 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 AI-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 the company’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.

  23. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Ms. Lovejoy is a recognized thought leader in the fields of technology, risk management, resilience, compliance and governance. Ms. Lovejoy’s cybersecurity experience is invaluable to a utility company such as Dominion Energy, which must maintain the security 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.

  24. Qualifications, Attributes and Skills

    | Joseph M. Rigby | | | | Age: 68 Director Since: 2017 Independent | Committees: Audit (Chair) Compensation and Talent Development Safety, Technology, Nuclear and Operations | |

  25. Qualifications, Attributes and Skills

    Mr. 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 through South Jersey’s private acquisition in 2023. The New Jersey Chapter of the National Association of Corporate Directors recognized Mr. Rigby with the Lifetime Achievement in Governance award in 2024. Mr. Rigby served on the boards of the Edison Electric Institute, U.S. Chamber of Commerce and Rutgers University Advisory Board, among others. He received his undergraduate degree in accounting from Rutgers University and a Master of Business Administration from Monmouth University and was a Certified Public Accountant.

  26. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Mr. Rigby has extensive utility industry expertise, with in-depth knowledge of electric transmission and distribution operations and their environmental impact, acquired through more than 37 years of service with PHI and its subsidiaries. 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. 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.

  27. Public Company Board Experience Within the Past Five Years

    Public Company Board Experience Within the Past Five Years South Jersey Industries, Inc. (2016-2023)

  28. Public Company Board Experience Within the Past Five Years

    | | Pamela J. Royal, M.D. | | | | Age: 62 Director Since: 2013 Independent | Committees: Audit Nominating, Governance and Sustainability (Chair) |

  29. Public Company Board Experience Within the Past Five Years

    Dr. 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 (fiscal oversight committee chair) 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 her medical degree from Eastern Virginia Medical School.

  30. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Dr. 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.

  31. Qualifications, Attributes and Skills

    | Robert H. Spilman, Jr. | | | | Age: 68 Director Since: 2009 Independent | Committees: Compensation and Talent Development (Chair) Nominating, Governance and Sustainability | |

  32. Qualifications, Attributes and Skills

    Mr. 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 Virginia Foundation for Independent Colleges and previously was Chairman of the Board of Directors of New College Institute. He 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.

  33. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Mr. 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. He is familiar with 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.

  34. Public Company Board Experience Within the Past Five Years

    Public Company Board Experience Within the Past Five Years Bassett Furniture Industries, Incorporated (since 1997)

  35. Public Company Board Experience Within the Past Five Years

    | | Susan N. Story | | | | Age: 65 Director Since: 2017 Independent Lead Director | Committees: Compensation and Talent Development Safety, Technology, Nuclear and Operations |

  36. Public Company Board Experience Within the Past Five Years

    Ms. 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 her Master of Business Administration from the University of Alabama.

  37. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Ms. Story brings leadership, operations, strategic planning, environmental, technology, cybersecurity and financial and risk management experience from her service as the President and CEO and the CFO of an S&P 500 publicly traded, regulated utility. She developed extensive industry experience during her career at Southern and then American Water, including her tenure as President of Gulf Power Company, where she addressed 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. As former lead director of Raymond James Financial, Inc. (Raymond James) and director of American Water and as a current board member of Newmont Corporation and Carrier Global Corporation, Ms. Story has significant experience with public company corporate governance requirements, including transparency, accountability and board effectiveness.

  38. Qualifications, Attributes and Skills

    | • Carrier Global Corporation (since 2023) | • American Water Works Company, Inc. (2014-2020) | | • Newmont Corporation (since 2020) | • Raymond James Financial, Inc. (2008-2023) |

  39. Qualifications, Attributes and Skills

    | Vanessa Allen Sutherland | | | | Age: 53 Director Since: 2023 Independent | Committees: Audit Nominating, Governance and Sustainability | |

  40. Qualifications, Attributes and Skills

    Ms. 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.

  41. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Ms. 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, 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.

  42. Qualifications, Attributes and Skills

    | • Southern Company Gas, a subsidiary of Southern Company (2021-2023) | • Eastman Chemical Corporation (2021) |

  43. Independent Lead Director

    Independent Lead Director Under 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:

  44. Independent Lead Director

    | Board Leadership | • Presiding over the non-management executive session held at each Board meeting • Calling meetings of the independent directors, as needed • Conferring with the committee chairs and the Chair on agenda planning to ensure coverage of key strategic issues • Ensuring the Board’s ability to periodically review and provide input on and monitor management’s execution of the company’s long-term strategy • Serving as the independent directors’ representative in crisis situations • Acting as a key advisor to the CEO • Being authorized, in consultation with the Board, to retain independent advisors • Engaging directly with key members of the leadership team | | Board Culture | • Serving as liaison between the Chair and the independent directors • Facilitating discussion among the independent directors on key issues and concerns • Ensuring Board discussions demonstrate constructive questioning of management • Promoting teamwork and communication among the independent directors • Fostering an environment that allows for engagement and commitment of Board members | | Board Meetings | • Approving meeting agendas and information sent to the Board • Approving meeting schedules and working with the Chair and committee chairs to ensure there is sufficient time for discussion of all agenda items • Presiding at all meetings or executive sessions of the Board at which the Chair is not present | | Performance and Development | • Leading, in conjunction with the CTD Committee, the annual performance assessment of the CEO • Facilitating the Board’s engagement with the CEO and CEO succession planning • Leading the Board’s annual self-assessment and recommendations for improvement, if any | | Shareholder Engagement | • Being available for direct engagement on matters related to Board governance and oversight, if requested by major shareholders • Providing appropriate Board oversight of key stakeholder and investor engagement and disclosures |

  45. Independent Lead Director

    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.

  46. Independent Lead Director

    | 2024 Meetings and Attendance The Board met nine times in 2024. Each director serving in 2024 attended at least 75% of all Board meetings and the respective meetings of the committees on which he or she was a member held 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 2025 Annual Meeting attended the 2024 Annual Meeting. Meetings of Independent Directors Executive sessions of our independent directors are held at each regularly scheduled Board meeting and are presided over by our independent Lead Director. | 2024 OVERALL AVERAGE BOARD ATTENDANCE |

  47. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Our non-employee director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our shareholders. We compensate our non-employee directors with a combination of cash and equity awards, along with certain other benefits as described below. During its annual review of the non-employee director compensation program for 2024, the NGS Committee, which oversaw director compensation prior to the committee changes, considered an analysis prepared by its independent consultant, Frederic W. Cook & Co., Inc. (FW Cook). The analysis summarized director compensation trends for non-employee directors and pay levels at the same peer companies used to evaluate the compensation of our NEOs at that time. Following this review, and after considering the analysis of FW Cook, the NGS Committee recommended no changes to the non-employee director compensation program. Subsequent to its annual review and in connection with the revised committee responsibilities and the formation of the Operations Committee, the NGS Committee considered an updated analysis prepared by its independent consultant, FW Cook, with respect to committee chair retainer pay levels. Following this review, and after considering the analysis of FW Cook, the NGS Committee recommended no changes to the committee chair retainers for the restructured Audit, CTD, Finance and NGS Committees and recommended an annual $25,000 committee chair retainer for the Operations Committee. For 2024, our non-employee director compensation program consisted of the following:

  48. Compensation of Non-Employee Directors

    | Annual Retainer | Additional Annual Cash Retainers and Fees | | | | $50,000 | Lead Director | | | $25,000 | Audit Committee, CTD Committee and Operations Committee chairs | | | $20,000 | Finance Committee and NGS Committee chairs | | | $2,000 | Excess meeting fee to each director who attends more than 25 meetings per calendar year, including Board and committee meetings, but not special education sessions |

  49. Compensation of Non-Employee Directors

    The following table and footnotes reflect the compensation and fees received in 2024 by our non-employee directors for their services. Mr. Blue does not receive any separate compensation for service as a director.

  50. Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid In Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | James A. Bennett | $142,500 | $167,494 | $5,000 | $314,994 | | Paul M. Dabbar | 117,500 | 167,494 | — | 284,994 | | D. Maybank Hagood | 117,500 | 167,494 | — | 284,994 | | Ronald W. Jibson(4) | — | 51,410 | — | 51,410 | | Mark J. Kington | 137,500 | 167,494 | 5,000 | 309,994 | | Kristin G. Lovejoy | 117,500 | 167,494 | — | 284,994 | | Joseph M. Rigby | 142,500 | 167,494 | — | 309,994 | | Pamela J. Royal, M.D. | 137,500 | 167,494 | — | 304,994 | | Robert H. Spilman, Jr. | 142,500 | 167,494 | — | 309,994 | | Susan N. Story | 187,500 | 167,494 | — | 354,994 | | Vanessa Allen Sutherland | 117,500 | 167,494 | 5,000 | 289,994 | | Michael E. Szymanczyk(4) | — | 102,820 | — | 102,820 |

  51. Compensation of Non-Employee Directors

    Mses. Lovejoy, Story and Sutherland and Mr. Kington deferred their 2024 annual cash retainer, and Mr. Rigby deferred 20% of his 2024 annual cash retainer, to a stock unit account in lieu of cash. The non-employee director compensation program for 2024 included a retainer paid to the SCR Committee chair for services rendered through the SCR Committee’s dissolution in July 2024. Each non-employee director who was elected at the 2024 Annual Meeting received an annual stock retainer valued at $167,494, which was equal to 3,258 shares, valued at $51.41 per share based on the closing price of Dominion Energy common stock on May 6, 2024. Directors may defer all or a portion of this stock retainer. See the Security Ownership of Certain Beneficial Owners and Management table on page 84 for March 14, 2024 share ownership balances. 32,580 shares of stock, in aggregate, were distributed to these directors, or to a trust account for deferrals, for their annual stock retainers. No options have been granted to directors since 2001. Messrs. Jibson and Szymanczyk served as directors until May 2024. Mr. Jibson received a departure stock grant valued at $51,410 and Mr. Szymanczyk received a departure stock grant valued at $102,820. All amounts in this column represent matching gift contributions made by the Dominion Energy Charitable Foundation as described under Matching Gifts Program. (4) Messrs. Jibson and Szymanczyk served as directors until May 2024.

  52. Director Compensation Plan and Benefits

    Director Compensation Plan and Benefits

  53. Non-Employee Directors Compensation Plan

    Non-Employee Directors Compensation Plan Our non-employee directors are paid their annual retainers and meeting fees under the Non-Employee Directors Compensation Plan. A director may elect to receive all or a portion of his or her meeting fees in the form of cash or stock. If a director does not make an election, meeting fees are paid in cash. This plan also allows directors to defer all or a portion of their annual cash retainer and meeting fees into stock unit or cash accounts and all or a portion of their annual stock retainer into stock unit accounts. Stock unit accounts are credited quarterly with additional stock units equal in value to dividends paid on Dominion Energy common stock, and cash accounts are credited monthly with interest (none of the directors currently have any deferred cash account balances). Shares of Dominion Energy common stock equal in value to stock units held for directors under this plan are issued into a trust and directors retain all voting and other rights as shareholders. Distributions under this plan are made when a director ceases to serve on the Board. Additionally, if a director has served at least five years, he or she will receive a departure stock grant of 1,000 shares of Dominion Energy common stock upon departure from the Board. If that director also served as a committee chair or Lead Director in the year preceding the year of departure, he or she will be granted an additional 1,000 shares of Dominion Energy common stock for each such position held upon departure from the Board. In addition, this plan allows for grants of restricted stock awards and stock options to Board members. However, no stock options or restricted stock awards were granted under this plan in 2024 and no such awards are outstanding.

  54. Compensation Philosophy

    | Pay for performance, making a substantial portion of NEO compensation equity-based or subject to performance goals | Attract, develop and retain an experienced and highly qualified executive officer team | Motivate and reward superior performance that supports our business and strategic plans | | Align executive management’s interests with those of our shareholders, customers, communities and other stakeholders | | Drive short-term and long-term goal achievement while reinforcing our five core values of safety, ethics, excellence, embrace change and One Dominion Energy, our term for teamwork |

  55. New Performance Share Unit Awards

    New Performance Share Unit Awards In 2024, we further aligned pay with performance and industry practice by transitioning the performance-based portion of our Long-Term Incentive Program (LTIP) from a cash-denominated performance grant to performance share units (PSUs).

  56. New Performance Share Unit Awards

    | Performance Share Units | Each PSU represents the right to receive, at settlement, an amount in cash equal to the fair market value of one share of our common stock following satisfaction of the applicable vesting requirements. Accordingly, replacing cash performance grants with PSUs further aligned compensation with shareholder outcomes. Under SEC rules, our Summary Compensation Table on page 65 is required to include the value of any cash-denominated performance grants in the year of payment (under the Non-Equity Incentive Plan Compensation column), whereas the value of PSU grants, even if settled in cash, must be included in the year of grant (under the Stock Awards column). • This means that the SEC Total column in our Summary Compensation Table for 2024 includes the value of both the (i) 2022 cash-denominated performance grants that were paid in 2024 and (ii) PSUs granted in 2024 (even though the actual performance underlying such grant is not yet known and no payout will occur until 2027, if any). • For clarity, no NEO was granted both a cash-denominated performance grant and PSU award in 2024, nor did any NEO receive a payment from both a cash-denominated performance grant and PSU award in 2024. To facilitate a better understanding of our compensation practices in 2024, we added a new supplemental Realized Pay column to our Summary Compensation Table, which we believe will allow a more meaningful year-over-year comparison of total compensation under these circumstances where we have ceased offering cash-denominated performance grants in favor of PSUs. |

  57. Shareholder Outreach and Say on Pay

    | What We Heard | How We Responded | | | For 2024, our CEO again received long-term incentive awards that were 100% performance-based, with 93% of the payout based on relative TSR or cumulative operating EPS and requiring 65th percentile performance for an at-target payout of the relative TSR metric. | | What We Heard | How We Responded | | | For 2024, we revamped our LTIP for all officers. Under the 2024 program, the cash performance grant was replaced with PSUs, to further align compensation with shareholder outcomes. In addition, the portion of the total LTIP grant attributable to restricted stock was reduced from 40% to 30%, with 70% attributable to the new PSU grant. Our CEO received a performance share award in lieu of the restricted stock portion of his 2024 LTIP. | | What We Heard | How We Responded | | | The ability to earn any payout based on our relative P/E ratio modifier was eliminated for all officers starting with the 2024 LTIP. |

  58. Our Compensation Practices and Policies

    | What We Do | | What We Don’t Do | | | | Make a substantial portion of NEO pay equity-based or subject to performance goals that tie to enhanced shareholder value | | Allow payout of AIP awards or LTIP performance grants greater than 200% of target | | | | | Offer long-term or indefinite employment agreements to our executive officers | | | Integrate key performance metrics in our Annual Incentive Plan (AIP) and LTIP relating to safety, reliability, compliance, environmental stewardship and sustainability and customer experience | | | | | | | Include long-term incentive awards in retirement or severance calculations (other than prorated payout of outstanding awards) | | | | | Permit officers to hedge or pledge shares of our common stock | | | Balance short-term and long-term incentives | | | | | Require significant stock ownership, including 6x base salary for our CEO, 4x base salary for our Executive Vice Presidents and 3x base salary for our other NEOs | | Offer excessive executive perquisites or provide tax gross-ups on executive perquisites except for certain benefits provided through the company’s relocation program | | | | | Dilute shareholder value by issuing excessive equity compensation | | | Tie equity and cash-based incentive compensation to a clawback policy | | | | | Include a non-compete clause in our executive retirement plans | | Offer excessive change in control severance benefits | | | Consider shareholder feedback, including results of prior years’ Say on Pay votes | | Provide excise tax gross-ups in change in control agreements for newer officers (first elected after February 1, 2013) | | | Require two triggers for the payment of most change in control benefits | | |

  59. 2024 Compensation Highlights

    | 2024 Annual Incentive Plan funded at 110% due to above-target consolidated operating EPS performance | 2022 Performance Grant paid at 8.8% of target primarily due to missed relative TSR goal and missed cumulative operating EPS goal | 100% of the CEO’s 2024 long-term incentive awards were performance-based |

  60. Our Compensation Elements

    | | | | | Why We Pay This Element | Key Characteristics | | | | | | | | | | | | | | | To attract, motivate and retain talent | For our NEOs, base salaries are generally targeted at the Compensation Peer Group median, subject to individual and companywide considerations | | | | | CEO | Other NEOs | | | | | | | CEO | Other NEOs | To attract, motivate and retain talent To incentivize officers to achieve the company’s short-term (annual) goals | Variable pay dependent on achievement of short-term performance goals, primarily operating EPS | | | | | Performance grant (equity settled as cash or shares) | | To attract, motivate and retain talent To align officers’ long-term interests with those of our shareholders To incentivize officers to achieve the company’s long-term goals | Performance-based stock dependent on achievement of long-term performance goals, primarily relative TSR, operating EPS and non-carbon emitting generation; and company stock value | | | | | CEO | Other NEOs | | | | | | | Restricted stock with time-based vesting (equity) | | To attract, motivate and retain talent To align officers’ long-term interests with those of our shareholders | Variable pay dependent on company stock value | | | | | CEO | Other NEOs | | | |

  61. Base Salary

    Base Salary Competitive base pay is necessary to attract, motivate and retain talent. For our NEOs, base salaries are generally targeted at the Compensation Peer Group median (see The Compensation Peer Group for a listing of our peer companies), subject to individual and companywide considerations discussed under Compensation Philosophy and Individual Factors in Setting Compensation. Effective January 1, 2024, Messrs. Ridge and Brown each received a salary increase of 15% in connection with the increased responsibilities in their new roles, to recognize their continued contributions to Dominion Energy and to better align their salaries with companies in the Compensation Peer Group. The CTD Committee approved the following base salary increases as part of the annual merit process, effective March 1, 2024: 3.25% for Ms. Leopold and 10% for Mr. Baine. Mr. Blue did not receive a base salary increase for fiscal year 2024.

  62. Annual Incentive Plan

    Annual Incentive Plan The 2024 AIP is a cash-based program focused on short-term goals and is designed to:

  63. Annual Incentive Plan

    | • Tie interests of our shareholders, customers, communities and employees closely together; • Focus our workforce on company, operating group, team and individual goals that ultimately drive operational and financial results; • Reward strong annual earnings performance; | • Reward safety, customer experience, reliability and compliance; • Emphasize teamwork by focusing on common goals; and • Provide a competitive total compensation opportunity. |

  64. Annual Incentive Plan

    For the NEOs, the 2024 AIP was tied solely to achievement of predetermined consolidated operating EPS goals. However, the CTD Committee retained discretion to reduce the AIP payout of each NEO for any reason, including failure to satisfy operating and stewardship goals in the areas of safety, customer experience, reliability and compliance. The CTD Committee calculated 2024 AIP payouts for the NEOs as follows:

  65. Annual Incentive Plan

    | Base Salary | | Target Award Percentage | | Consolidated Financial Goal Score* | | AIP Payout** |

  66. Annual Incentive Plan

    * The consolidated financial goal score is based on consolidated operating EPS. ** As discussed below under Discretionary Operational Goals, the CTD Committee retains discretion to reduce, but not increase, the payout to an NEO in the event that certain operational goals are not achieved.

  67. Target Award Percentage

    Target Award Percentage Each NEO’s compensation opportunity under the AIP is a percentage of their base salary at year end. AIP target award percentages are set to be consistent with our intent to keep a significant portion of NEO compensation tied to our stock performance or other company goals, considering the items described above under Compensation Philosophy. The target annual award opportunities for Messrs. Ridge and Brown were increased from 70% to 90% for 2024 in connection with the increased responsibilities in their new roles, to recognize their continued contributions to Dominion Energy’s success and to better align their total compensation with companies in the Compensation Peer Group (see The Compensation Peer Group for a listing of our peer companies). No changes were made to the target annual award opportunities of the other NEOs in 2024. The target annual award opportunities for each of the NEOs is listed below.

  68. Target Award Percentage

    | Name | 2024 AIP Target Award Percentage* | | Robert M. Blue | 130% | | Steven D. Ridge | 90% | | Diane Leopold | 90% | | Carlos M. Brown | 90% | | Edward H. Baine | 70% |

  69. 2024 AIP Metrics

    2024 AIP Metrics

  70. Consolidated Financial Goal

    Consolidated Financial Goal For the NEOs, the AIP payout is determined by our consolidated operating EPS, which is our reported EPS determined in accordance with GAAP, adjusted for certain items as described in greater detail in Appendix A. We believe that this funding mechanism encourages behavior and performance that will help achieve the objectives listed above. For the NEOs and all other employees, the CTD Committee set the consolidated operating EPS goal to provide for 100% AIP funding at $2.75 per share, inclusive of funding (as compared to $2.01 to $2.41 per share for the 2023 AIP funding target). The goal for maximum funding of 200% was set at $2.95 consolidated operating EPS, and the funding threshold, providing for 50% funding, was set at a consolidated operating EPS of $2.55 per share, with no funding if below that threshold.

  71. Discretionary Operational Goals

    Discretionary Operational Goals The CTD Committee also retains the ability to exercise negative discretion to reduce an NEO’s AIP payout if certain pre-determined operational goals are not achieved. Accordingly, in the first quarter of 2024, the CTD Committee established an operational scorecard for the AIP, with a maximum operational goal score of 100%. This scorecard included safety and customer experience goals that were shared by all participants, as well as goals related to reliability and compliance that varied by business area. The weightings for each of the operational companywide and business area specific goals are as indicated in the table below:

  72. 2024 Companywide Scorecard Goals

    2024 Companywide Scorecard Goals All the NEOs had the two companywide scorecard goals listed below:

  73. 2024 Business Area Scorecard Goals

    2024 Business Area Scorecard Goals The reliability and compliance goals (40 points and 25 points, respectively) for Messrs. Blue, Ridge and Brown and Ms. Leopold, reflect a blend of operational reliability and compliance goals set for each of the company’s four major operational business areas (DEV, DESC, Gas Distribution and Nuclear). Goal scoring for Messrs. Blue, Ridge and Brown and Ms. Leopold was determined in proportion to the final goal score as achieved by each of the segment presidents. The business area scorecard goals for Mr. Baine aligned with his specific operating company of DEV.

  74. 2024 AIP Results

    2024 AIP Results Dominion Energy’s consolidated operating earnings for the year ended December 31, 2024 were $2.4 billion, or $2.77 per share*, which surpassed the target of $2.75 per share and, based on the pre-established funding range, resulted in AIP payout at 110%.

  75. 2024 AIP Results

    | | Threshold | Target | Maximum | AIP Payout | | Consolidated Financial Goal | | Actual | $2.77 | 110% | | | $2.55 | $2.75 | $2.95 | | | | 50% | 100% | 200% | |

  76. 2024 AIP Results

    * See Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP) in Appendix A.

  77. 2024 AIP Results

    | CTD Committee Adjustments All discretionary operational goals were achieved and the CTD Committee did not make any negative adjustments to any NEOs’ AIP payout. Accordingly, final payouts were approved based on 110% consolidated financial goal achievement for all the NEOs. |

  78. Final AIP Payout

    Final AIP Payout The CTD Committee calculated final 2024 AIP payouts as shown below:

  79. Final AIP Payout

    | Name | 2024 Base Salary | Target Award Percentage | Consolidated Financial Goal Score | | Final AIP Payout | | Robert M. Blue | $1,225,000x | 130%x | 110% | = | $1,751,750 | | Steven D. Ridge | 747,500x | 90%x | 110% | = | 740,025 | | Diane Leopold | 963,660x | 90%x | 110% | = | 954,023 | | Carlos M. Brown | 747,500x | 90%x | 110% | = | 740,025 | | Edward H. Baine | 585,034x | 70%x | 110% | = | 450,476 |

  80. Long-Term Incentive Program

    Long-Term Incentive Program Our LTIP focuses on Dominion Energy’s longer-term strategic goals and the retention of our executive officers. Each year, our NEOs receive a long-term incentive award consisting of two components. In recent years, LTIP awards have consisted of performance-based awards that vest based on the achievement of specified performance goals and restricted stock awards that vest based on continued employment for a specified period. In 2024, the performance-based awards were issued in the form of PSUs settled in cash and performance shares settled in stock. These performance-based awards are designed to encourage and reward executive officers for making decisions and investments that we believe will create and maintain long-term shareholder value and benefit our customers and communities. We also continued our practice of granting time-vested restricted stock awards, which we believe time-vested restricted stock awards serve as a strong retention tool and creates a focus on Dominion Energy’s stock price to further align the interests of executive officers with the interests of our shareholders, customers and communities.

  81. 2024 LTIP Overview

    2024 LTIP Overview Following the completion of the business review, the CTD Committee approved parameters for the CEO’s 2024 LTIP award that differ from the parameters for the 2024 LTIP awards for the other NEOs. As shown in the following table, Mr. Blue’s 2024 LTIP award consists entirely of performance-based awards, 70% in the form of PSUs that will settle in cash and 30% in the form of performance shares that will settle in stock. For the other NEOs, 70% of the total target value consists of performance-based awards that will settle in cash or shares, while the remaining 30% consists of time-vested restricted stock.

  82. 2024 Long-Term Incentive Award Opportunities

    2024 Long-Term Incentive Award Opportunities

  83. 2024 Long-Term Incentive Award Opportunities

    | 2024 LTIP Award for the CEO | 70% PSUs (settling in cash) Three-year vesting period, subject to three performance goals: • 50% weighting: Three-year (2024 – 2026) relative TSR, with 65th percentile achievement required for target payout • 40% weighting: Cumulative operating EPS over a three-year period (2024 – 2026) • 10% weighting: Non-Carbon Emitting Generation Capacity | 30% Performance Shares (settling in shares) Three-year performance period based on three-year (2024 – 2026) relative TSR (100% weighting), with 65th percentile achievement required for target payout | | 2024 LTIP Award for Other NEOs | 70% PSUs (settling in cash) or Performance Shares (settling in shares) Three-year vesting period, subject to three performance goals: • 50% weighting: Three-year (2024 – 2026) relative TSR, with 50th percentile achievement required for target payout • 40% weighting: Cumulative operating EPS over a three-year period (2024 – 2026) • 10% weighting: Non-Carbon Emitting Generation Capacity | 30% Restricted Stock Three-year cliff vesting based solely on time |

  84. Target Values for the 2024 LTIP Awards

    Target Values for the 2024 LTIP Awards The CTD Committee approves LTIP awards in January each year. In setting LTIP award levels for each NEO, the CTD Committee applies the concepts and individual factors discussed below under Individual Factors in Setting Compensation. In January 2024, the CTD Committee approved a $150,000 increase for Mr. Ridge, a $500,000 increase for Mr. Brown and a $250,000 increase for Mr. Baine to increase their at-risk compensation and further align their compensation with the market median. No changes were made to Mr. Blue’s or Ms. Leopold’s targets. The CTD Committee also considered each officer’s leadership experience and accomplishments, as well as Dominion Energy’s overall performance in determining any adjustments to each NEO’s LTIP target awards. The 2024 LTIP target awards for each of the NEOs were as follows:

  85. Target Values for the 2024 LTIP Awards

    | Name | 2024 Target Performance-Based Award | 2024 Restricted Stock Grant | 2024 Total Target Long-Term Incentive Award | | Robert M. Blue* | $8,300,000 | $0 | $8,300,000 | | Steven D. Ridge | 1,050,000 | 450,000 | 1,500,000 | | Diane Leopold | 1,400,000 | 600,000 | 2,000,000 | | Carlos M. Brown | 1,050,000 | 450,000 | 1,500,000 | | Edward H. Baine | 630,000 | 270,000 | 900,000 |

  86. Target Values for the 2024 LTIP Awards

    * Mr. Blue did not receive restricted stock as part of his 2024 LTIP award. Instead, his 2024 LTIP award consisted entirely of performance-based awards, with 70% of the total target value ($5,810,000) in the form of PSUs that will settle in cash at the end of the performance period and 30% of the total target value ($2,490,000) in the form of performance shares. See below under Mr. Blue’s 2024 Long-Term Incentive Award Opportunities for further details.

  87. 2024 Performance Grants

    2024 Performance Grants In January 2024, the CTD Committee approved performance-based awards for the NEOs in the form of PSUs and performance shares, effective February 26, 2024 (2024 Performance-Based Awards). For 2024, all the NEOs, except for Messrs. Ridge and Brown, were granted PSUs that will settle in cash at the end of the performance period. The 2024 Performance-Based Awards for Messrs. Ridge and Brown were granted as performance shares that will settle in shares as described below. For Mr. Blue, 70% of his 2024 Performance-Based Award was granted in the form of PSUs and 30% was granted in the form of performance shares. The performance period for each of the 2024 Performance-Based Awards commenced on January 1, 2024 and will end on December 31, 2026. Each PSU granted in 2024 represents the right to receive, at settlement, an amount equal to the fair market value of one share of our common stock following satisfaction of the applicable vesting requirements. Each performance share represents the right to receive one share of our common stock following satisfaction of the applicable vesting requirements. The 2024 Performance-Based Awards were granted with a target number of units (in the case of PSUs) or shares (in the case of performance shares) with potential payouts ranging from 0% to 200% of such target based on Dominion Energy’s three-year (2024 – 2026) TSR relative to the companies in the 2024 Compensation Peer Group (weighted 50%); Dominion Energy’s cumulative operating EPS over a three-year (2024 – 2026) period (weighted 40%); and our Non-Carbon Emitting Generation Capacity (NCGC) Performance (weighted 10%) as of December 31, 2026. In a change from the 2023 Performance Grants, the CTD Committee approved the elimination of the opportunity to earn a portion of the 2024 Performance-Based Award payout based on relative P/E ratio for all officers.

  88. 2024 Performance Grants

    | | Three-Year Relative TSR | Cumulative Operating EPS | Non-Carbon Emitting Generation Capacity Performance | | | 50% | 40% | 10% | | | Three-year relative TSR is the difference between the value of a share of common stock at the beginning (the volume-weighted average price (VWAP) of the first 20 trading days of the performance period) and end (the VWAP of the last 20 trading days of the performance period) of the three-year performance period (2024 — 2026), plus dividends paid as if reinvested in stock. | Cumulative operating EPS is the sum of the company’s operating EPS for each of the fiscal years during the performance period. | The NCGC Performance metric measures the company’s wind, solar, nuclear and conventional hydro generation capacity as a percentage of its total generation capacity. | | | The three-year TSR metric was selected to focus our officers on long-term shareholder value when developing and implementing strategic plans and to reward management based on the achievement of three-year TSR levels relative to the Compensation Peer Group. | Cumulative operating EPS was selected to reward officers for focusing on cost control and revenue enhancement. In return, this benefits our shareholders through strong stock price performance. | The NCGC Performance metric was selected to ensure officers remain focused on the company’s long-term environmental goals and to reward management as they achieve these complex emission reduction efforts, which are expected to enhance long-term shareholder value. |

  89. 2024 Performance Grants

    Three-Year Relative TSR (50% weighting). The three-year (2024 – 2026) relative TSR targets and corresponding payout scores for the 2024 Performance-Based Awards for NEOs (excluding Mr. Blue) are as follows:

  90. 2024 Performance Grants

    | Relative TSR Performance Percentile Ranking | Goal Achievement %* | | 85th or above | 200% | | 50th | 100% | | 25th | 50% | | Below 25th | 0% |

  91. 2024 Performance Grants

    The members of the Compensation Peer Group used to measure performance under the 2024 Performance-Based Awards are listed below under The Compensation Peer Group. Three-Year Cumulative Operating EPS (40% weighting). The three-year (2024 – 2026) cumulative operating EPS targets and corresponding payout scores for the 2024 Performance-Based Awards for all NEOs (including Mr. Blue) are as follows:

  92. 2024 Performance Grants

    | Cumulative Operating EPS Performance | Goal Achievement %* | | Maximum ($10.52 or above) | 200% | | Target ($9.74) | 100% | | Threshold ($8.77) | 50% | | Below Threshold | 0% |

  93. 2024 Performance Grants

    | Non-Carbon Emitting Generation Capacity Percentage | Goal Achievement %* | | Maximum (50% or above) | 200% | | Target Range (38% - 45%) | 100% | | Threshold (35%) | 50% | | Below Threshold | 0% |

  94. Form of Performance-Based Awards

    Form of Performance-Based Awards Because officers are expected to retain ownership of shares upon vesting of restricted stock awards, as explained below under Share Ownership Guidelines, the performance-based awards issued as PSUs that settle in cash balances the LTIP and allows a portion of the LTIP award to be accessible to our NEOs during their employment. Generally, officers who have not yet achieved 50% of their targeted share ownership guideline receive performance-based awards that will settle in shares at the end of the performance period instead of cash. Performance-based awards that settle in shares have the same performance goals and other terms as performance-based awards that settle in cash but will be paid in shares of our common stock instead of cash. Dividend equivalents accrue during the performance period and will be paid out at the end of the performance period. All of our NEOs (other than Messrs. Ridge and Brown) had achieved more than 50% of their full targeted share ownership guidelines as of the February 26, 2024 grant date and received the 2024 Performance-Based Awards in the form of PSUs that will settle in cash. The 2024 Performance-Based Awards for Messrs. Ridge and Brown will consist of performance shares that will settle in shares.

  95. Mr. Blue’s 2024 Long-Term Incentive Award Opportunities

    Mr. Blue’s 2024 Long-Term Incentive Award Opportunities In January 2024, the CTD Committee approved Mr. Blue’s 2024 LTIP award, consisting entirely of performance-based awards, with 70% of the total target value ($5,810,000) in the form of PSUs that will settle in cash and 30% of the total target value ($2,490,000) in the form of performance shares that will settle in stock. Each of the grants has a three-year performance period commencing on January 1, 2024 and ending December 31, 2026. Payout of the PSUs will be between 0% and 200% of target, while payout of the performance shares will be between 0% and 125% of target. The performance metrics for the PSUs are three-year relative TSR (50%); three-year cumulative operating EPS (40%); and NCGC Performance (10%). The performance shares are subject to a sole performance metric of three-year relative TSR. For each of the PSU and performance share awards, three-year relative TSR performance at the 65th percentile is needed for an at-target payout. Overall, 100% of Mr. Blue’s 2024 LTIP award is performance-based, with 93% of the total target award value based on either relative TSR (65% of target value) or cumulative operating EPS (28% of target value).

  96. 2024 Performance-Based Award Goals for Mr. Blue

    2024 Performance-Based Award Goals for Mr. Blue The following tables provide the percentile rankings and corresponding payout scores for each of the performance metrics underlying Mr. Blue’s 2024 LTIP awards. Three-Year Relative TSR (50% weighting). The three-year (2024 – 2026) relative TSR targets and corresponding payout scores for Mr. Blue’s 2024 PSU award are as follows:

  97. 2024 Performance-Based Award Goals for Mr. Blue

    | Relative TSR Performance Percentile Ranking | Goal Achievement %* | | 85th or above | 200% | | 65th | 100% | | 25th | 50% | | Below 25th | 0% |

  98. 2024 Performance-Based Award Goals for Mr. Blue

    * Relative TSR weighting is interpolated between the top and bottom of the percentages within a quartile. Three-Year Cumulative Operating EPS (40% weighting). The three-year (2024 – 2026) cumulative operating EPS targets and corresponding payout scores for Mr. Blue’s 2024 PSU award are as follows:

  99. 2024 Performance-Based Award Goals for Mr. Blue

    | Cumulative Operating EPS Performance | Goal Achievement %* | | Maximum ($10.52 or above) | 200% | | Target ($9.74) | 100% | | Threshold ($8.77) | 50% | | Below Threshold | 0% |

  100. 2024 Performance-Based Award Goals for Mr. Blue

    | Non-Carbon Emitting Generation Capacity Percentage | Goal Achievement %* | | Maximum (50% or above) | 200% | | Target Range (38% - 45%) | 100% | | Threshold (35%) | 50% | | Below Threshold | 0% |

  101. 2024 Performance-Based Award Goals for Mr. Blue

    * NCGC Performance weighting is interpolated between the top and bottom of the percentages within a quartile. Three-Year Relative TSR (100% weighting).The three-year (2024 – 2026) relative TSR targets and corresponding payout scores for Mr. Blue’s 2024 performance share award are as follows:

  102. 2024 Performance-Based Award Goals for Mr. Blue

    | Relative TSR Performance Percentile Ranking | Goal Achievement %* | | 75th or above | 125% | | 65th | 100% | | Below 25th | 0% |

  103. 2024 Restricted Stock Grants

    2024 Restricted Stock Grants All NEOs, except for Mr. Blue, received a time-vested restricted stock grant in February 2024, based on the dollar value set forth above in the table under Target Values for the 2024 LTIP Awards. The number of shares awarded was determined by dividing the dollar value above by the closing price of Dominion Energy’s common stock on February 26, 2024. Each of these grants cliff vests in three years on February 1, 2027. Dividends are paid to officers during the restricted period, and they are entitled to vote the shares, prior to vesting.

  104. 2022 Performance Grants Payout

    2022 Performance Grants Payout In January 2022, the CTD Committee approved performance grants for the NEOs (2022 Performance Grants). For NEOs other than Mr. Ridge, the 2022 Performance Grants were made in the form of cash performance grants, effective February 15, 2022, for the three-year performance period commencing January 1, 2022 and ending December 31, 2024. Mr. Ridge, who had not achieved 50% of his requisite share ownership guidelines at the time of the grant, received his 2022 Performance Grant in the form of a performance-based stock award, with performance goals and other terms identical to the cash-based performance grants, but denominated and payable in shares of our common stock instead of cash. In January 2025, payouts were made under the 2022 Performance Grants. The 2022 Performance Grants were based on three goals: TSR for the three-year period ending December 31, 2024, relative to the companies in the Compensation Peer Group as of the February 15, 2022 grant date, as adjusted for mergers and other similar events occurring during the performance period (weighted 50%), cumulative operating EPS over the performance period (weighted 40%) and NCGC Performance for the same three-year period (weighted 10%). The members of the Compensation Peer Group used to measure performance under the 2022 Performance Grants were as follows:

  105. 2022 Performance Grants Payout

    | • Ameren Corporation • American Electric Power Company, Inc. • CenterPoint Energy, Inc. • CMS Energy Corporation • Consolidated Edison, Inc. • Duke Energy Corporation | • Edison International • Entergy Corporation • Eversource Energy • Exelon Corporation • FirstEnergy Corp. • NextEra Energy, Inc. | • NiSource Inc. • Public Service Enterprise Group Incorporated • The Southern Company • WEC Energy Group • Xcel Energy Inc. |

  106. 2022 Performance Grants Payout

    Relative TSR (50% weighting). The relative TSR targets and corresponding payout scores for the 2022 Performance Grants were as follows:

  107. 2022 Performance Grants Payout

    | Relative TSR Performance Percentile Ranking | Goal Achievement %* | | 85th or above | 200% | | 50th | 100% | | 25th | 50% | | Below 25th | 0% |

  108. 2022 Performance Grants Payout

    The 2022 Performance Grants provided that regardless of the company’s relative TSR performance, the following could have been earned: (i) an additional payment of 25% of the TSR percentage if the company’s P/E ratio was at or above the 50th percentile and below the top third of the group of companies (inclusive of the company) used to measure relative TSR performance or (ii) an additional payment of 50% of the TSR percentage if the company’s P/E ratio was at or above the top third of the group of companies (inclusive of the company) used to measure relative TSR performance. The CTD Committee was able to reduce or eliminate payment of the relative P/E ratio modifier in its sole discretion and the overall percentage payment under the entire performance grant could not exceed 200% of the target amount. Actual relative TSR performance for the 2022 – 2024 period was the second lowest in the peer group, which produced a relative TSR goal achievement percentage of 0%. Dominion Energy’s P/E ratio of 15.9 for the three-year performance period was in the 35th percentile of the Compensation Peer Group, resulting in 0 percentage points being added to the TSR goal achievement percentage. For this purpose, P/E ratio was determined by the CTD Committee as the forward price-earnings ratio (i.e., the share price on the last day of the performance period divided by the expected EPS for the year following the end of the performance period) reported as of the last day of the performance period.

  109. 2022 Performance Grants Payout

    | | | Threshold | Target | Maximum | Goal Achievement | Goal Achievement with P/E Ratio Modifier | | Relative TSR Percentile | Actual | 5.9% | | | 0% | 0% | | | | 25th | 50th | 85th | | |

  110. 2022 Performance Grants Payout

    Three-Year Cumulative Operating EPS (40% weighting). The three-year (2022 – 2024) cumulative operating EPS targets and corresponding payout scores for the 2022 Performance Grant for the NEOs are as follows:

  111. 2022 Performance Grants Payout

    | Cumulative Operating EPS Performance | Goal Achievement %* | | Maximum ($14.65 or above) | 200% | | Target ($12.86 - $13.12) | 100% | | Threshold ($11.70) | 50% | | Below Threshold | 0% |

  112. 2022 Performance Grants Payout

    * Cumulative operating EPS weighting is interpolated between the top and bottom of the percentages within a quartile. Actual cumulative operating EPS performance for the 2022-2024 period was $8.87*, which produced a final goal achievement percentage of 0%. The 0% payout for this metric occurred primarily because the cumulative operating EPS targets were established prior to the companywide business review that was completed in early 2024 and resulted in significant changes to the company’s earnings potential.

  113. 2022 Performance Grants Payout

    | | | Threshold | Target | Maximum | Goal Achievement | | Cumulative Operating EPS | Actual | $8.87* | | | 0% | | | | $11.70 | $12.86 - $13.12 | $14.65 | |

  114. 2022 Performance Grants Payout

    * The CTD Committee approved cumulative operating EPS performance for purposes of the 2022 Performance Grants and the corresponding 0% final goal achievement percentage prior to the accounting adjustments described in Appendix A, Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP). Had approval occurred after such adjustments were made, the final goal achievement percentage would have still been 0%, with a cumulative operating ESP performance for the 2022 – 2024 period of $7.88 rather than $8.87. NCGC Performance (10% weighting). The NCGC targets and corresponding payout scores for the 2022 Performance Grant for the NEOs are as follows: The actual NCGC Percentage as of December 31, 2024 was 35.4%, which produced a final goal achievement percentage of 88.1% mainly due to fewer solar projects moving forward during the performance period than anticipated.

  115. 2022 Performance Grants Payout

    | | Threshold | | Target | Maximum | Goal Achievement | | NCGC Performance | | Actual | 35.4% | | 88.1% | | | 33.3% | | 36.0% - 39.5% | 42.8% | |

  116. 2022 Performance Grants Payout

    Based on the goal achievement, the CTD Committee approved an 8.8% payout for the 2022 Performance Grants, determined as follows:

  117. 2022 Performance Grants Payout

    | Measure | Goal Weight % | | Goal Achievement % | | Payout % | | Relative TSR with P/E Ratio modifier | 50% | × | —% | = | —% | | Cumulative Operating EPS | 40% | × | —% | = | —% | | NCGC Performance | 10% | × | 88.1% | | 8.8% | | | Combined Overall Performance Score 8.8% | | | | |

  118. 2022 Performance Grants Payout

    The resulting payout amounts for the NEOs, other than Mr. Ridge, for the cash-based 2022 Performance Grants were as follows:

  119. 2022 Performance Grants Payout

    | Name | 2022 Performance Grant Target Award | | Overall Performance Score | | Calculated Performance Grant Payout | | Robert M. Blue | $4,980,000 | × | 8.8% | = | $438,240 | | Diane Leopold | 1,200,000 | × | 8.8% | = | 105,600 | | Carlos M. Brown | 450,000 | × | 8.8% | = | 39,600 | | Edward H. Baine | 300,000 | × | 8.8% | = | 26,400 |

  120. 2022 Performance Grants Payout

    The corresponding payouts for Mr. Ridge’s stock-based 2022 Performance Grant were as follows:

  121. 2022 Performance Grants Payout

    | Name | 2022 Performance-Based Stock Target Award (# of Shares) | | Overall Performance Score | | Calculated Performance- Based Stock Award Payout (# of Shares) | | Steven D. Ridge | 1,996 | × | 8.8% | = | 176 |

  122. Employment Continuity Agreements

    Employment Continuity Agreements Dominion Energy has entered into Employment Continuity Agreements with all officers to ensure continuity in the event of a change in control of the company. We believe these agreements are consistent with competitive practice for our peer companies, and they protect the company in the event of an anticipated or actual change in control. In a time of transition, it is critical to protect shareholder value by retaining and continuing to motivate the company’s core management team. In a change in control situation, workloads typically increase dramatically, outside competitors are more likely to attempt to recruit top performers away from the company, and officers and other key employees may consider other opportunities when faced with uncertainties at their own company. The Employment Continuity Agreements provide security and protection to officers in such circumstances for the long-term benefit of the company and its shareholders. In determining appropriate compensation and benefits payable upon a change in control, the company evaluated peer group and general practices and considered the levels of protection necessary to retain officers in such situations. The Employment Continuity Agreements are double-trigger, meaning they require both a change in control and a qualifying termination of employment to trigger most benefits. The specific terms of the Employment Continuity Agreements are discussed below in Potential Payments Upon Termination or Change in Control. Other than the Employment Continuity Agreements, Dominion Energy does not have comprehensive employment agreements or severance agreements with its NEOs.

  123. Our Process

    The CTD Committee evaluates each NEO’s base salary, total cash compensation (base salary plus target AIP award) and total direct compensation (base salary plus target AIP award and target LTIP award) against data from our Compensation Peer Group. To ensure the compensation levels are appropriately competitive and consistent with the company’s overall strategy, the CTD Committee considers the peer data together with the considerations described under Individual Factors in Setting Compensation. Additionally, the CTD Committee reviews general market survey data for each position as part of the review process. Neither the peer comparison nor the individual factors are assigned any specific weighting. As part of its analysis, the CTD Committee also considers Dominion Energy’s progress on our commitment to Net Zero, Dominion Energy’s size, including market capitalization and complexity compared to the companies in our Compensation Peer Group, as well as the tenure of the NEO as compared to executive officers in a similar position in a Compensation Peer Group company.

  124. The Compensation Peer Group

    The Compensation Peer Group The CTD Committee uses the Compensation Peer Group to assess the competitiveness of the compensation of our NEOs. This same group is used to evaluate the relative TSR performance of the company for purposes of our 2024 Performance Grants. In the fall of each year, with input and advice from its independent consultant, the CTD Committee reviews and approves the Compensation Peer Group. In selecting the Compensation Peer Group, we identify companies in our industry that compete for executive talent and investment capital and have similar business models and strategic focus. We screen this group based on size and usually eliminate companies that fall outside of a reasonable size range as compared to Dominion Energy in revenues, assets, or market capitalization. For 2024, we replaced NiSource, Inc. with DTE Energy Company. Dominion Energy’s 2024 Compensation Peer Group was composed of the following companies:

  125. The Compensation Peer Group

    | • Ameren Corporation • American Electric Power Company, Inc. • CenterPoint Energy, Inc. • CMS Energy Corporation • Consolidated Edison, Inc. • DTE Energy Company | • Duke Energy Corporation • Edison International • Entergy Corporation • Eversource Energy • Exelon Corporation • FirstEnergy Corp. | • NextEra Energy, Inc. • Public Service Enterprise Group Incorporated • The Southern Company • WEC Energy Group • Xcel Energy Inc. |

  126. The Compensation Peer Group

    The CTD Committee and management use the Compensation Peer Group to: (i) compare Dominion Energy’s stock and financial performance against these peers using a number of different metrics and time periods to evaluate how we are performing; (ii) analyze compensation practices within our industry; (iii) evaluate peer company practices and determine peer ranges for base pay, annual incentive pay, long-term incentive pay and total direct compensation, both generally and for specific positions; and (iv) to compare our benefits and perquisites. In setting the levels for base pay, annual incentive pay, long-term incentive pay and total direct compensation, the CTD Committee also takes into consideration Dominion Energy’s size compared with the median of the Compensation Peer Group and the complexity of its business. As compared to the Compensation Peer Group, as of December 31, 2024, Dominion Energy ranked 5th in market capitalization, 7th in assets and 8th in revenues, as reported by Bloomberg. For purposes of the 2024 Performance-Based Awards, the comparison companies may be adjusted during the performance period as follows: (i) in the event of a merger, acquisition or business combination of a comparison company with or by another comparison company, the surviving entity will remain and the non-surviving entity will cease to be a comparison company (provided that the latter will be retroactively reinstated as a comparison company if the proposed transaction is subsequently terminated before the relative TSR performance is calculated); (ii) in the event it is publicly announced that a comparison company will be acquired by an entity that is not a comparison company, or in the event a “going private transaction” is publicly announced where the comparison company will not be the surviving entity or will otherwise no longer be publicly traded, the company will cease to be a comparison company (provided that the company will be retroactively reinstated as a comparison company if the proposed transaction is subsequently terminated before the relative TSR performance is calculated); (iii) in the event of a spinoff, divestiture or sale of a substantial portion of assets of a comparison company, the company will no longer be a comparison company if such company’s reported revenue (in its GAAP accounts) for the four most recently reported quarters ending on or before the last day of the performance period falls below 40% of the company’s reported revenue (in its GAAP accounts) for the four most recently reported quarters ending on or before the last day of the performance period; and (iv) in the event of a bankruptcy of a comparison company, such company will remain a comparison company and its stock price will continue to be tracked for purposes of relative TSR performance. If such company liquidates, it will remain a comparison company and its stock price will be reduced to zero for the remaining performance period.

  127. Survey and Other Data

    Survey and Other Data Survey compensation data and information on local companies with whom we compete for talent and other companies with market capitalization comparable to Dominion Energy are used only to provide a general understanding of compensation practices and trends, not as benchmarks for compensation decisions. The CTD Committee considers individual and company-specific factors, including internal pay equity, along with data from the Compensation Peer Group, in establishing compensation opportunities. The CTD Committee believes this reflects Dominion Energy’s specific needs in its distinct competitive market and with respect to its size and complexity versus its peers.

  128. Annual Compensation Risk Review

    Annual Compensation Risk Review Dominion Energy’s management, including Dominion Energy’s senior risk officer and other executive officers, annually reviews the overall structure of the company’s executive compensation program and policies to ensure that they are consistent with effective management of key enterprise risks and that they do not encourage executive officers to take unnecessary or excessive risks that could threaten the value of the enterprise. With respect to the programs and policies that apply to our NEOs, this review includes analysis of: • How different elements of our compensation programs may increase or mitigate risk-taking; • Performance metrics used for short-term and long-term incentive programs and the relation of such incentives to the objectives of the company; • Whether the performance measurement periods for short-term and long-term incentive compensation are appropriate; and • The overall structure of compensation programs as related to business risks. Among the factors considered in management’s assessment are: (i) the balance of our overall program design, including the mix of cash and equity compensation; (ii) the mix of fixed and variable compensation; (iii) the balance of short-term and long-term objectives of our incentive compensation; (iv) the performance metrics, performance targets, threshold performance requirements and capped payouts related to our incentive compensation; (v) our clawback provisions on incentive compensation; (vi) our share ownership guidelines, including share ownership levels, retention practices and prohibitions on hedging, pledging and other derivative transactions related to Dominion Energy common stock; (vii) the CTD Committee’s ability to exercise negative discretion to reduce the amount of the annual and long-term incentive awards; and (viii) internal controls and oversight structures in place at Dominion Energy. Based on management’s review, the CTD Committee believes the company’s well-balanced mix of salary and short-term and long-term incentives, as well as the performance metrics that are included in the incentive programs, are appropriate, consistent with the company’s risk management practices and overall strategies, and do not encourage our executive officers, including the NEOs, to take unnecessary or excessive risks.

  129. Timing of Certain Equity Grants

    Timing of Certain Equity Grants The CTD Committee and management do not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity awards. Our executive compensation program does not currently include grants of stock options, stock appreciation rights or similar option-like instruments and none are outstanding.

  130. Summary Compensation Table – An Overview

    Summary Compensation Table – An Overview The Summary Compensation Table provides information in accordance with SEC requirements regarding compensation earned by our NEOs, stock awards made to our NEOs, as well as amounts accrued or accumulated during years reported with respect to retirement plans and other items. The NEOs include our CEO, our CFO and our three other most highly compensated officers who are deemed to be executive officers by our Board pursuant to SEC rules other than our CEO and CFO. The following highlights some of the disclosures contained in this table. • Salary. The amounts in this column are the base salaries earned by the NEOs for the years indicated. • Stock Awards. The amounts in this column reflect the grant date fair value of the stock awards for accounting purposes for the respective year. Stock awards are reported in the year in which the awards are granted regardless of when or if the awards vest. • Non-Equity Incentive Plan Compensation. This column includes amounts earned under two performance-based programs: the AIP and cash-based performance grant awards under our LTIP. These performance programs are based on performance criteria established by the CTD Committee, with actual performance scored at the end of the performance period. • Change in Pension Value and Nonqualified Deferred Compensation Earnings. This column shows any year-over-year increases in the annual accrual of pension and supplemental retirement benefits for our NEOs. These are accruals for future benefits under the terms of our retirement plans and are not actual payments made during the year to our NEOs. The amounts disclosed reflect the annual change in the actuarial present value of benefits under defined benefit plans sponsored by the company, which include the company’s tax-qualified pension plan and the nonqualified plans described in the narrative following the Pension Benefits table. The annual change equals the difference in the accumulated amount for the current fiscal year and the accumulated amount for the prior fiscal year, generally using the same actuarial assumptions used for the company’s audited financial statements for the applicable fiscal year. Accrued benefit calculations are based on assumptions that the NEOs would retire at the earliest age at which they are projected to become eligible for full, unreduced pension benefits (including the effect of future service for eligibility purposes), instead of their unreduced retirement age based on current years of service. The application of these assumptions results in a greater increase in the accumulated amount of pension benefits for certain NEOs than would result without the application of these assumptions. This method of calculation does not increase actual benefits payable at retirement but only how much of that benefit is allocated to the increase during the years presented in the Summary Compensation Table. Please refer to the footnotes to the Pension Benefits table and the narrative following that table for additional information related to actuarial assumptions used to calculate pension benefits. • All Other Compensation. The amounts in this column disclose compensation that is not classified as compensation reportable in another column, including perquisites and benefits with an aggregate value of at least $10,000, the value of company-paid life insurance premiums, company matching contributions to an NEO’s 401(k) plan or DCP account, payments under the company’s Tool Kit and (for NEOs who do not participate in the DCP) company matching contributions paid directly to the NEO that would be credited to the 401(k) plan account if Code contribution limits did not apply. • SEC Total. The number in this column provides a single figure that represents the total compensation either earned by each NEO for the years indicated or accrued benefits payable in later years and required to be disclosed by SEC rules in this table. It does not reflect actual compensation paid to the NEO during the year but is the sum of the dollar values of each type of compensation quantified in the other columns in accordance with SEC rules. Realized Pay. To facilitate a better understanding of our compensation practices in 2024, we added a new supplemental Realized Pay column to our Summary Compensation Table, which we believe will allow a more meaningful year-over-year comparison of total compensation under these circumstances where we have ceased offering cash-denominated performance grants in favor of PSUs. This column is not a substitute for the amounts reported under the SEC Total column.

  131. Summary Compensation Table

    Summary Compensation Table The following table presents information concerning compensation paid or earned by our NEOs for the years ended December 31, 2024, 2023 and 2022 as well as the grant date fair value of stock awards and changes in pension value.

  132. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | SEC Total | Realized Pay (Non-SEC Total)(7) | | Robert M. Blue | 2024 | $1,225,000 | | $8,526,987 | $2,189,990 | $795,805 | $166,843 | $12,904,625 | $6,510,494 | | Chair, President and | 2023 | 1,225,000 | | 2,084,904 | 1,528,800 | 1,250,219 | 189,912 | 6,278,835 | 5,988,985 | | Chief Executive Officer | 2022 | 1,225,000 | | 3,320,036 | 2,023,514 | 10,107 | 216,328 | 6,794,985 | 4,426,266 | | Steven D. Ridge | 2024 | 747,500 | | 1,713,871 | 740,025 | 3,242 | 102,508 | 3,307,146 | 1,810,170 | | Executive Vice President | 2023 | 641,667 | | 1,033,958 | 436,800 | 3,621 | 204,776 | 2,320,822 | 1,485,595 | | and Chief Financial Officer | 2022 | 331,137 | $375,000 | 610,096 | 423,696 | 5,604 | 125,915 | 1,871,448 | 1,440,049 | | Diane Leopold | 2024 | 958,604 | | 2,285,158 | 1,059,623 | 610,562 | 93,324 | 5,007,271 | 3,378,387 | | Executive Vice President, | 2023 | 928,066 | | 800,038 | 1,318,394 | 1,184,938 | 101,700 | 4,333,136 | 4,833,231 | | Chief Operating Officer and | 2022 | 897,388 | | 800,070 | 1,235,731 | 0 | 90,276 | 3,023,464 | 4,054,066 | | President – Contracted Energy | | | | | | | | | | | Carlos M. Brown | 2024 | 747,500 | | 1,713,871 | 779,625 | 240,514 | 54,191 | 3,535,701 | 2,117,090 | | President – Dominion Energy | 2023 | 641,748 | | 400,049 | 436,800 | 367,930 | 39,987 | 1,886,514 | 1,744,832 | | Services and Executive Vice | 2022 | 591,392 | | 300,016 | 424,042 | 0 | 51,862 | 1,367,312 | 1,455,017 | | President, Chief Legal Officer | | | | | | | | | | | and Corporate Secretary | | | | | | | | | | | Edward H. Baine | 2024 | 576,170 | | 1,028,311 | 476,876 | 344,914 | 37,143 | 2,463,414 | 1,599,183 | | President – Dominion Energy Virginia | 2023 | 528,852 | | 260,011 | 485,403 | 600,260 | 38,583 | 1,913,109 | 1,810,469 |

  133. Summary Compensation Table

    (1) Effective January 1, 2024, Messrs. Ridge and Brown each received a base salary increase of 15%. Effective March 1, 2024, these NEOs received the following base salary increases: Ms. Leopold: 3.25% and Mr. Baine: 10%. Mr. Blue did not receive a base salary increase in 2024. (2) The amount in this column represents a one-time cash bonus payment of $350,000 to Mr. Ridge in connection with his promotion to Senior Vice President and CFO and a cash bonus payment of $25,000 in connection with his relocation to Utah in 2022. (3) The amounts in this column reflect the grant date fair value of stock and stock-based awards for the respective year of grant in accordance with FASB guidance for share-based payments. Dominion Energy did not grant any stock options in any of the years shown in the table. See also Note 20 to the Consolidated Financial Statements in Dominion Energy’s 2024 Annual Report on Form 10-K for more information on the valuation of stock-based awards, the Grants of Plan-Based Awards table for PSUs, performance shares and restricted stock awards granted in 2024, and the Outstanding Equity Awards at Fiscal Year-End table for a listing of all outstanding equity and equity-based awards as of December 31, 2024. For Mr. Blue, the awards granted in 2024 consisted of PSUs and performance shares valued at the grant date fair value based on the probable outcome of the performance conditions as of the grant date. For our other NEOs, the awards granted in 2024 consisted of time-based restricted stock and performance-based awards (PSUs for Mr. Baine and Ms. Leopold and performance shares for Messrs. Ridge and Brown). The performance-based awards for Messrs. Ridge, Brown and Baine and Ms. Leopold were valued at the grant date fair value based on the probable outcome of the performance conditions as of the grant date. Were these awards paid out at the maximum potential payout levels based on the highest possible achievement of the performance goals, the amounts reported in this column would have each included an additional amount as follows: Mr. Blue: $6,854,509; Mr. Ridge: $503,442; Ms. Leopold: $671,226; Mr. Brown: $503,442; and Mr. Baine: $302,057. (4) The 2024 amounts in this column include the payout under Dominion Energy’s 2024 AIP for each of the NEOs and under the 2022 Performance Grants for each of the NEOs other than Mr. Ridge, who received his 2022 Performance Grant in the form of performance-based stock. All the NEOs received 110% funding of their 2024 AIP target awards. All the NEOs received 100% payout scores for accomplishments of their goals. The 2024 AIP payout amounts were as follows: Mr. Blue: $1,751,750; Mr. Ridge: $740,025; Ms. Leopold: $954,023; Mr. Brown: $740,025; and Mr. Baine: $450,476. See CD&A for additional information on the 2024 AIP and the Grants of Plan-Based Awards table for the range of each NEO’s potential award under the 2024 AIP. The 2022 Performance Grants were issued on January 31, 2022, and the payout amounts were determined based on achievement of performance goals for the performance period ended December 31, 2024. Payouts could range from 0% to 200%. Based on goal achievement, the actual payout was 8.8% of the target amount. Therefore, the 2022 Performance Grant payout amounts were as follows: Mr. Blue: $438,240; Ms. Leopold: $105,600; Mr. Brown: $39,600; and Mr. Baine: $26,400. See 2022 Performance Grant Payout in the CD&A for additional information on the 2022 Performance Grants. The 2023 amounts reflect both the 2023 AIP and the 2021 performance grant payouts, and the 2022 amounts reflect both the 2022 AIP and 2020 performance grant payouts. All amounts in this column represent the aggregate change in the actuarial present value of the NEO’s accumulated benefit under our qualified Pension Plan and nonqualified executive retirement plans. There are no above-market earnings on nonqualified deferred compensation plans. These accruals are not directly in relation to final payout potential and can vary significantly year-over-year based on (i) promotions and corresponding changes in salary; (ii) other one-time adjustments to salary or incentive target for market or other reasons; (iii) actual age versus predicted age at retirement; (iv) the discount rate used to determine the present value of a benefit; and (v) other relevant factors. Reductions in the actuarial present value of an NEO’s accumulated pension benefits are reported as $0. Mr. Ridge participated in the “cash balance” formula until May 1, 2022, when he elected to participate solely in the 401(k) plan. Each of the other NEOs participates in the “final average earnings” pension formula. For participants in the “final average earnings” formula, a change in the discount rate can be a significant factor in the change reported in this column. A decrease in the discount rate results in an increase in the present value of the accumulated benefit without any increase in the benefits payable to the NEO at retirement and an increase in the discount rate has the opposite effect. The discount rate used in determining the present value of the accumulated benefit increased from 5.37% used as of December 31, 2023 to a discount rate of 5.87% used as of December 31, 2024. The decrease in present value attributed solely to the change in discount rate was as follows: Mr. Blue: $304,742; Mr. Ridge: $254; Ms. Leopold: $322,627; Mr. Brown: $143,123; and Mr. Baine: $233,925. All Other Compensation amounts for 2024 are as follows:

  134. Summary Compensation Table

    | Name | Executive Perquisites(a) | Life Insurance Premiums | 401(k) Plan Match / Nonelective(b) | Company Match Above IRS Limits(c) | Total All Other Compensation | | Robert M. Blue | $53,180 | $77,294 | $9,969 | $26,400 | $166,843 | | Steven D. Ridge | 9,500 | 18,258 | 34,500 | 40,250 | 102,508 | | Diane Leopold | 11,230 | 47,993 | 9,434 | 24,667 | 93,324 | | Carlos M. Brown | 8,085 | 24,088 | 9,943 | 12,075 | 54,191 | | Edward H. Baine | 6,250 | 7,846 | 13,800 | 9,247 | 37,143 |

  135. Summary Compensation Table

    (a) Unless noted, the amounts in this column for all NEOs are composed of the financial planning and health and wellness allowance. For Mr. Blue and Ms. Leopold, the amount in this column also includes personal use of the corporate aircraft. The value of the personal use of the aircraft for Mr. Blue and Ms. Leopold during 2024 was $48,580 and $1,955, respectively. For personal flights, all direct operating costs are included in calculating aggregate incremental cost. Direct operating costs include the following: fuel, airport fees, catering, ground transportation and crew expenses (any food, lodging and other costs). The fixed costs of owning the aircraft and employing the crew are not taken into consideration, as approximately 98% of the use of the corporate aircraft is for business purposes. (b) Employees hired before 2008 (including Messrs. Blue, Brown, and Baine and Ms. Leopold) who contribute to the 401(k) plan receive a matching contribution of 50 cents for each dollar contributed up to 6% of compensation (subject to IRS limits) for employees who have fewer than 20 years of service, and 67 cents for each dollar contributed up to 6% of compensation (subject to IRS limits) for employees who have 20 or more years of service. Employees hired after 2008 and prior to July 1, 2021 who contribute to the 401(k) plan receive a matching contribution of one dollar for each dollar contributed, up to 4% of compensation (subject to IRS limits) for employees who have fewer than 5 years of service, up to 5% of compensation (subject to IRS limits) for employees who have 5 to 15 years of service, up to 6% of compensation (subject to IRS limits) for employees who have 15 to 25 years of service, and up to 7% of compensation (subject to IRS limits) for employees who have more than 25 years of service. Employees hired on and after July 1, 2021, as well as eligible employees hired before July 1, 2021 who have elected to participate solely in the 401(k) plan (including Mr. Ridge), receive a matching contribution of one dollar for each dollar contributed, up to 4% of compensation (subject to IRS limits) for employees who have fewer than 5 years of service and up to 5% of compensation (up to IRS limits) for employees who have 5 or more years of service as well as a nonelective company contribution of 4% of compensation (subject to IRS limits) for employees who have fewer than 5 years of service and 5% of compensation for employees who have 5 or more years of service. NEOs who elect to defer salary in excess of IRS limits to the DCP receive matching contributions on such deferrals under the DCP at the same rate and subject to the same vesting schedule as under the company’s 401(k) plans, which is either credited to their DCP account or (if elected by the executive) paid to them in cash. For Mr. Ridge, nonelective company contributions to the 401(k) plan in excess of IRS limits are also credited to the DCP. (c) Represents each payment of lost 401(k) plan matching contribution due to IRS limits for NEOs who do not participate in the DCP. For Mr. Ridge, this also represents a nonelective company contribution to the 401(k) plan in excess of IRS limits credited to the DCP. For Mr. Baine, this amount represents the 401(k) plan matching contribution credited to his DCP account on his excess deferrals. (7) This column was added to supplement the disclosure required by the SEC to reflect compensation actually realized by each NEO in 2024, without regard to the company’s transition from cash-denominated LTIP performance awards to PSUs. As noted under New Performance Share Units, this change in the LTIP structure was undertaken to further align payouts with shareholders and is in accordance with prevailing industry practices. As further described under New Performance Share Units, during this transition year, the SEC Total column is required to include both the payout of the 2022 cash-denominated performance grant (in the Non-Equity Incentive Plan column) and the grant date target value of the new 2024 PSU grant (in the Stock Awards column), even though the officer received only one LTIP performance grant for each annual cycle. For Mr. Blue, for example, this means that the SEC Total column appears to show a significant increase in compensation, even though his 2024 compensation targets were unchanged, and his realized compensation for 2024 was lower than the SEC Total column. The Realized Pay column represents: (1) total compensation, as determined under applicable SEC rules and disclosed under the SEC Total column, minus (2) the aggregate grant date fair value of equity awards (as reflected in the Stock Awards column), plus (3) the value realized during the year from the vesting of restricted stock and any applicable performance shares before payment of any applicable withholding taxes. This column is not a substitute for the amounts reported under the SEC Total column.

  136. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about stock awards and non-equity incentive awards granted to our NEOs during the year ended December 31, 2024.

  137. Grants of Plan-Based Awards

    | | | Grant | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Options | | Name | Grant Date(1) | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Award(1)(4) ($) | | Robert M. Blue | | | | | | | | | | | | 2024 Annual Incentive Plan(2) | | | $796,250 | $1,592,500 | $3,185,000 | | | | | | | 2024 PSUs(3)(6) | 4/1/2024 | 1/25/2024 | | | | 12,479 | 124,786 | 249,572 | | $6,625,238 | | 2024 Performance Shares(5)(7) | 2/26/2024 | 1/25/2024 | | | | 0 | 53,480 | 66,850 | | 1,901,749 | | Steven D. Ridge | | | | | | | | | | | | 2024 Annual Incentive Plan(2) | | | 336,375 | 672,750 | 1,345,500 | | | | | | | 2024 Performance Shares(5) | 4/1/2024 | 1/25/2024 | | | | 2,255 | 22,552 | 45,104 | | 1,263,868 | | 2024 Restricted Stock Grant(4) | 2/26/2024 | 1/25/2024 | | | | | | | 9,665 | 450,002 | | Diane Leopold | | | | | | | | | | | | 2024 Annual Incentive Plan(2) | | | 433,647 | 867,294 | 1,734,588 | | | | | | | 2024 PSUs(3) | 4/1/2024 | 1/25/2024 | | | | 3,007 | 30,069 | 60,138 | | 1,685,139 | | 2024 Restricted Stock Grant(4) | 2/26/2024 | 1/25/2024 | | | | | | | 12,887 | 600,019 | | Carlos M. Brown | | | | | | | | | | | | 2024 Annual Incentive Plan(2) | | | 336,375 | 672,750 | 1,345,500 | | | | | | | 2024 Performance Shares(5) | 4/1/2024 | 1/25/2024 | | | | 2,255 | 22,552 | 45,104 | | 1,263,868 | | 2024 Restricted Stock Grant(4) | 2/26/2024 | 1/25/2024 | | | | | | | 9,665 | 450,002 | | Edward H. Baine | | | | | | | | | | | | 2024 Annual Incentive Plan(2) | | | 204,762 | 409,524 | 819,048 | | | | | | | 2024 PSUs(3) | 4/1/2024 | 1/25/2024 | | | | 1,353 | 13,531 | 27,062 | | 758,310 | | 2024 Restricted Stock Grant(4) | 2/26/2024 | 1/25/2024 | | | | | | | 5,799 | 270,001 |

  138. Grants of Plan-Based Awards

    (1) On January 25, 2024, the CTD Committee approved the 2024 long-term incentive compensation awards for our officers, which consisted of a restricted stock grant for NEOs other than Mr. Blue and a performance-based award consisting of PSUs settled in cash or performance shares settled in stock. The 2024 restricted stock and performance-based awards were issued on February 26, 2024. Under the 2014 Incentive Compensation Plan, fair market value is defined as the closing price of Dominion Energy common stock on the date of grant or, if that day is not a trading day, on the most recent trading day immediately preceding the date of grant. The fair market value for the February 26, 2024, restricted stock grant was $46.56 per share, which was Dominion Energy’s closing stock price on the grant date. (2) Amounts represent the range of potential payouts under the 2024 AIP. Actual amounts paid under the 2024 AIP are found in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Under our AIP, officers are eligible for an annual performance-based award. The CTD Committee establishes target awards for each NEO based on their salary level and expressed as a percentage of the individual NEO’s base salary. The target award is the amount of cash that will be paid if the plan is fully funded and payout goals are achieved. For the 2024 AIP, funding was based on the achievement of consolidated operating earnings goals with the maximum funding capped at 200%, as explained under the Annual Incentive Plan section of the CD&A. (3) PSUs were awarded on February 26, 2024. On April 1, 2024, the CTD Committee approved the remaining goal parameters for the 2024 Performance-Based Awards. Payouts on the PSUs can range from 0% to 200% of the target award, and will be settled in cash in lieu of common stock. PSUs will be paid by March 15, 2027, depending on the achievement of performance goals for the three-year period ending December 31, 2026. The amount earned will depend on the level of achievement of three performance metrics: three-year (2024 – 2026) relative TSR (weighted 50%), cumulative operating EPS (2024 – 2026) (weighted 40%) and NCGC Performance (weighted 10%). Relative TSR measures Dominion Energy’s share performance for the three-year period relative to the TSR of the companies in the Compensation Peer Group on the grant date. Cumulative operating EPS is the sum of the company’s operating EPS as disclosed on Schedule 1 of the company’s Earnings Release Kit for each of the fiscal years during the performance period. The NCGC goal measures the company’s wind, solar, nuclear and conventional hydro generation capacity as a percentage of its total generation capacity. The grant-date value of the PSUs is based on the probable outcome of the performance conditions as of the grant date. The PSUs for each NEO have the same general terms and conditions except that, in the case of the PSUs granted to Mr. Blue, relative TSR must be achieved at the 65th percentile (rather than the 50th percentile) for the target number of PSUs to be earned. For additional information on the PSUs, see the 2024 Performance-Based Awards section of the CD&A. The PSUs are forfeited in their entirety if an officer voluntarily terminates employment or is terminated with cause before the vesting date. The PSUs have prorated vesting for retirement, termination without cause, death or disability. In the case of retirement, prorated vesting will not occur if the CEO (or, for the CEO, the CTD Committee) determines the officer’s retirement is detrimental to the company. Payout for an officer who retires or whose employment is terminated without cause is made following the end of the performance period so that the officer is rewarded only to the extent the performance goals are achieved. In the case of death or disability, payout is made as soon as possible to facilitate the administration of the officer’s estate or financial planning. The payout amount will be the greater of the officer’s target award or an amount based on the predicted performance used for compensation cost disclosure purposes in Dominion Energy’s financial statements. In the event of a change in control and if within two years an officer’s employment is terminated, or constructively terminated by the successor entity following the change in control date but before the scheduled vesting date, the PSUs are vested in their entirety and payout of the PSUs will occur as soon as administratively feasible following the termination of employment at an amount that is the greater of an officer’s target award or an amount based on the predicted performance used for compensation cost disclosure purposes in Dominion Energy’s financial statements. The restricted stock grant is forfeited in its entirety if an officer voluntarily terminates employment or is terminated with cause before the vesting date. The 2024 restricted stock grant fully vests on February 1, 2027. The restricted stock grant provides for prorated vesting if an officer retires, dies, becomes disabled, is terminated without cause or if there is a change in control. In the case of retirement, prorated vesting will not occur if the CEO (or for the CEO, the CTD Committee) determines the officer’s retirement is detrimental to the company. In the event of a change in control, prorated vesting is provided as of the change in control date, and full vesting if an officer’s employment is terminated, or constructively terminated by the successor entity following the change in control date but before the scheduled vesting date. Dividends on the restricted shares are paid during the restricted period at the same rate declared by Dominion Energy for all shareholders. For Messrs. Ridge and Brown, the 2024 performance shares have the same performance goals and other terms and conditions as the 2024 PSUs (see footnote 3 above) but are denominated and paid in shares of Dominion Energy common stock. For Mr. Blue, relative TSR is the sole performance metric for his 2024 performance share award. The grant-date value of performance share awards is based on the probable outcome of the performance conditions as of the grant date. (6) Mr. Blue’s 2024 PSUs have the same performance goals and other terms and conditions as the 2024 PSUs described in footnote 3 above with an increased relative TSR performance necessary for an at-target payout at the 65th percentile, thereby aligning with the performance required for an at-target payout under the award of performance shares. See the Mr. Blue’s 2024 Long-Term Incentive Award Opportunities section of the CD&A for further details. (7) Mr. Blue’s 2024 performance shares have the same terms and conditions as the 2024 performance shares described in footnote 5 above but are subject to a single performance goal of relative TSR performance over a three-year period, with relative TSR performance at the 65th percentile required for an at-target payout and with payouts ranging from 0% and 125% of target. The grant-date value of performance-based stock awards is based on the probable outcome of the performance conditions as of the grant date. See the Mr. Blue’s 2024 Long-Term Incentive Award Opportunities section of the CD&A for further details.

  139. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes equity awards made to NEOs that were outstanding as of December 31, 2024. There were no unexercised or unexercisable option awards outstanding for any of our NEOs as of December 31, 2024.

  140. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Performance-Based Stock Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Performance-Based Stock Awards That Have Not Vested ($) | | Robert M. Blue | 42,472(2) | $2,287,542 | | | | | — | — | 55,761(8) | $3,003,287 | | | — | — | 53,480(10) | 2,880,433 | | | | | 124,786(11) | 6,720,974 | | Steven D. Ridge | 1,331(2) | 71,688 | 1,996(5) | 107,505 | | | 9,070(3) | 488,510 | 13,605(7) | 732,765 | | | 1,933(6) | 104,111 | | | | | 9,665(4) | 520,557 | 22,552(9) | 1,214,651 | | Diane Leopold | 10,235(2) | 551,257 | | | | | 13,437(3) | 723,717 | | | | | 12,887(4) | 694,094 | 30,069(11) | 1,762,645 | | Carlos M. Brown | 3,838(2) | 206,715 | | | | | 6,719(3) | 361,885 | | | | | 9,665(4) | 520,557 | 22,552(9) | 1,214,651 | | Edward H. Baine | 2,559(2) | 137,828 | | | | | 4,367(3) | 235,207 | | | | | 5,799(4) | 312,334 | 13,531(11) | 728,780 |

  141. Outstanding Equity Awards at Fiscal Year-End

    (1) The market value is based on closing stock price of $53.86 on December 31, 2024. (2) Shares vested on February 1, 2025. (3) Shares scheduled to vest on February 1, 2026. (4) Shares scheduled to vest on February 1, 2027. (5) Performance-based shares issued in lieu of cash award under 2022 Performance Grants earned and vested on January 24, 2025. (6) In December 2022, Mr. Ridge received a true-up restricted stock grant when he was promoted to Senior Vice President and CFO that vests ratably over three years. 1,933 shares vested on December 1, 2023, 1,932 shares vested on December 1, 2024 and 1,933 shares scheduled to vest on December 1, 2025, subject to Mr. Ridge’s continued employment. (7) Performance-based shares issued in lieu of cash award under 2023 Performance Grants, reported at target. Shares scheduled to vest on February 1, 2026, subject to achievement of performance goals. (8) Performance-based shares issued as part of Mr. Blue’s 2023 LTIP award, reported at target. Shares scheduled to vest on February 1, 2026, subject to achievement of performance goals. (9) Performance shares issued as a 2024 Performance-Based Award in lieu of PSUs, reported at target. Shares scheduled to vest on February 1, 2027, subject to achievement of performance goals. (10) Performance shares issued as part of Mr. Blue’s 2024 LTIP award, reported at target. Shares scheduled to vest on February 1, 2027, subject to achievement of performance goals. PSUs issued as a 2024 Performance-Based Award, reported at target. These awards are scheduled to vest on February 1, 2027, subject to achievement of performance goals, and will be settled in cash in lieu of common stock.

  142. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information about the value realized by NEOs during the year ended December 31, 2024, on vested restricted stock and performance-based stock awards. There are no outstanding stock options and there were no option exercises by NEOs in 2024.

  143. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Robert M. Blue | 45,691 | $2,132,856 | | Steven D. Ridge | 4,165 | 216,895 | | Diane Leopold | 14,059 | 656,274 | | Carlos M. Brown | 5,837(1) | 270,658 | | Edward H. Baine | 3,515 | 164,080 |

  144. Option Exercises and Stock Vested

    (1) Mr. Brown elected to defer 25% of his 2021 goal-based shares, which totaled 540 shares and had a fair market value of $24,602.

  145. Pension Benefits

    Pension Benefits The following table shows the actuarial present value of accumulated benefits payable to our NEOs, together with the number of years of benefit service credited to each NEO, under the plans listed in the table. Values are computed as of December 31, 2024, using the same interest rate and mortality assumptions used in determining the aggregate pension obligations disclosed in the company’s financial statements. The years of credited service and the present value of accumulated benefits were determined by our plan actuaries, using the appropriate accrued service, pay and other assumptions similar to those used for accounting and disclosure purposes. Please refer to Actuarial Assumptions Used to Calculate Pension Benefits for detailed information regarding these assumptions.

  146. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | Robert M. Blue | Pension Plan – Traditional Pension Formula | 19.50 | $1,256,486 | | | Benefit Restoration Plan | 19.50 | 4,643,515 | | | Frozen Executive Supplemental Retirement Plan | 14.25 | 3,822,974 | | Steven D. Ridge(3) | Pension Plan – Cash Balance Formula | 8.16 | 69,462 | | Diane Leopold | Pension Plan – Traditional Pension Formula | 29.16 | 2,041,224 | | | Benefit Restoration Plan | 29.16 | 4,753,164 | | | Frozen Executive Supplemental Retirement Plan | 23.91 | 3,794,725 | | Carlos. M. Brown | Pension Plan – Traditional Pension Formula | 17.16 | 804,359 | | | Benefit Restoration Plan | 17.16 | 936,597 | | Edward H. Baine | Pension Plan – Traditional Pension Formula | 29.00 | 1,397,286 | | | Benefit Restoration Plan | 29.00 | 1,129,116 | | | Frozen Executive Supplemental Retirement Plan | 23.75 | 862,095 |

  147. Pension Benefits

    (1) Years of credited service shown in this column are actual years accrued by an NEO from their date of participation to December 31, 2024 (October 1, 2019 in the case of the Frozen ESRP). Mr. Ridge’s benefit accruals in the Pension Plan stopped as of May 1, 2022, when he elected to participate solely in the 401(k) plan; his cash balance benefit will continue to receive interest credit, but he will not accrue any additional service credit. (2) The amounts in this column are based on actuarial assumptions that all the NEOs would retire at the earliest age they become eligible for unreduced benefits, which, for NEOs participating in the Traditional Pension Formula of the Pension Plan is age 60 for Messrs. Blue, Brown and Baine and Ms. Leopold. Benefit accruals under the Frozen ESRP were frozen as of October 1, 2019, other than certain cost-of-living adjustments described under Dominion Energy Frozen Executive Supplemental Plan below. Mr. Ridge did not accrue any benefits in the BRP prior to electing to participate solely in the 401(k) plan and will not accrue any BRP benefits going forward.

  148. For Credited Service On and After January 1, 2001

    For Credited Service On and After January 1, 2001

  149. For Credited Service On and After January 1, 2001

    | | 1.80% | | Final Average Earnings | | Credited Services after 2000 | | | | 1.50% | | Estimated Social Security Benefit | | Credited Service after 2000 | |

  150. For Credited Service On and After January 1, 2001

    Credited service is limited to a total of 30 years for all parts of the formula and credited service after 2000 is limited to 30 years minus credited service before 2001. Benefit payment options are (i) a single life annuity or (ii) a choice of a 50%, 75% or 100% joint and survivor annuity. A Social Security leveling option is available with any of the benefit forms. The normal form of benefit is a single life annuity for unmarried participants and a 50% joint and survivor annuity for married participants. All the payment options are actuarially equivalent in value to the single life annuity. The Social Security leveling option pays a larger benefit equal to the estimated Social Security benefit until the participant is age 62 and then reduced payments after age 62. Participants in the Traditional Pension Formula also receive a special retirement account, which is in addition to the basic pension benefit. The special retirement account is credited with 2% of base pay each month as well as interest based on the 30-year Treasury bond rate set annually (4.47% in 2024). The special retirement account can be paid in a lump sum or paid in the form of an annuity benefit. A participant becomes vested in their benefit after completing three years of service. A vested participant who terminates employment before age 55 can start receiving benefit payments calculated using terminated vested reduction factors at any time after attaining age 55. If payments begin before age 65, then the following reduction factors for the portion of the benefits earned after 2000 apply: age 64 – 9%; age 63 – 16%; age 62 – 23%; age 61 – 30%; age 60 – 35%; age 59 – 40%; age 58 – 44%; age 57 – 48%; age 56 – 52%; and age 55 – 55%.

  151. Actuarial Assumptions Used to Calculate Pension Benefits

    Actuarial Assumptions Used to Calculate Pension Benefits Actuarial assumptions used to calculate Pension Plan benefits are prescribed by the terms of the Pension Plan based on the Code and Pension Benefit Guaranty Corporation (PBGC) requirements. The present value of the accumulated benefit is calculated using actuarial and other factors as determined by the plan actuaries and approved by Dominion Energy. Actuarial assumptions used for the December 31, 2024 benefit calculations shown in the Pension Benefits table include a discount rate of 5.87% to determine the present value of the future benefit obligations for the Pension Plan and BRP and a lump sum interest rate of 5.12% to estimate the lump sum values of BRP benefits. Each NEO is assumed to retire at the earliest age at which they are projected to become eligible for full, unreduced pension benefits. For purposes of estimating future eligibility for unreduced Pension Plan and Frozen ESRP benefits, the effect of future service is considered. Each NEO is assumed to commence Pension Plan payments at the same age as BRP payments. The longevity assumption used to determine the present value of benefits is the same assumption used for financial reporting of the Pension Plan liabilities, with no assumed mortality before retirement age. Mortality rates are developed from actual and projected plan experience for postretirement benefit plans. Dominion Energy’s actuaries conduct an experience study periodically as part of the process to select a best estimate of mortality. Dominion Energy considers both standard mortality tables and improvement factors as well as the plans’ actual experience when selecting a best estimate. For BRP and Frozen ESRP benefits, other actuarial assumptions include an assumed tax rate of 45% for lump sums. Cash Balance Formula Pension Plan, BRP and Frozen ESRP benefits are assumed to be paid as lump sums; Traditional Pension Formula Pension Plan benefits are assumed to be paid as annuities. The discount rate for calculating lump sum BRP payments at the time an officer terminates employment is selected by Dominion Energy’s Administrative Benefits Committee and adjusted periodically. For 2024, a 3.05% discount rate was used to determine the lump sum payout amounts. This discount rate was selected based on a rolling average of the blended rate published by the PBGC in October of the previous five years. The discount rate for calculating lump sum Frozen ESRP payments was fixed on October 1, 2019 at 2.56%.

  152. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  153. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(2) | | Robert M. Blue | $— | $— | $— | $— | $— | | Steven D. Ridge | — | 20,125 | 2,634 | — | 41,017 | | Diane Leopold | — | — | — | — | — | | Carlos M. Brown | — | 24,602 | 40,314 | — | 246,920 | | Edward H. Baine | 32,364 | 32,000 | 27,463 | — | 243,249 |

  154. Nonqualified Deferred Compensation

    All amounts reported in these columns have also been reported as compensation to the NEO in the last completed fiscal year or previous years in the Summary Compensation Table. (2) Of the amounts reported in this column, $41,017 for Mr. Ridge, $246,920 for Mr. Brown and $243,249 for Mr. Baine have previously been reported as compensation to the NEO in the Summary Compensation Table for the last completed fiscal year or previous years. The DCP, effective July 1, 2021, is an unfunded, nonqualified deferred compensation plan that allows eligible participants to voluntarily defer receipt of up to 50% of their salary over IRS limits, 100% of their annual cash bonuses, 100% of cash- and stock-based long-term incentive awards and, effective May 10, 2023, 100% of their retention awards. The DCP provides for company matching contributions on a participant’s excess compensation deferrals and (for participants hired after July 1, 2021, or hired before July 1, 2021 who have elected to participate solely in the 401(k) plan) company nonelective contributions above the IRS limits that apply to such contributions under the company’s qualified 401(k) plans, each in accordance with the same matching or nonelective contribution formula applicable to the participant under the company’s qualified 401(k) plans (as described in footnote 6(b) to the Summary Compensation Table) and subject to the same vesting schedule as applicable to the participant under the company’s qualified 401(k) plans as well. Participants may elect to have excess matching contributions paid to them currently in lieu of being credited to the DCP. Amounts credited to a participant’s account are notionally invested in one or more investment funds chosen by the participant which are the same funds offered under the company’s 401(k) plans, including a company stock fund. Notional investments may be changed by the executive daily. During the last fiscal year, the notional investments in the DCP had the following annual rates of return:

  155. Nonqualified Deferred Compensation

    | International Equity Fund | 5.24% | Target Retirement Income 2030 Trust Plus | 10.67% | | International Equity Index | 5.54% | Target Retirement Income 2035 Trust Plus | 11.76% | | S&P 500 Index Fund | 25.00% | Target Retirement Income 2040 Trust Plus | 12.84% | | Small Cap Equity | 14.04% | Target Retirement Income 2045 Trust Plus | 13.86% | | Small/Mid Cap Equity Index Fund | 16.82% | Target Retirement Income 2050 Trust Plus | 14.68% | | Wellington CIF II Core Bond Plus Fund S4 | (0.83)% | Target Retirement Income 2055 Trust Plus | 14.67% | | Target Retirement Income Trust Plus | 6.64% | Target Retirement Income 2060 Trust Plus | 14.66% | | Target Retirement Income 2020 Trust Plus | 7.81% | Target Retirement Income 2065 Trust Plus | 14.65% | | Target Retirement Income 2025 Trust Plus | 9.50% | Target Retirement Income 2070 Trust Plus | 14.61% |

  156. Nonqualified Deferred Compensation

    Distributions under the DCP are generally paid in a lump sum or up to ten annual installments, as elected by the participant, upon the participant’s separation from service from the company. Participants may also elect in-service distributions to occur on a fixed date. All distributions are paid in cash, except for amounts attributable to deferrals of restricted stock or performance-based stock awards, which are distributed in shares of the company’s common stock under the company’s 2024 Incentive Compensation Plan. Eligibility for the DCP is determined by the CTD Committee and is currently limited to executive officers of the company and any other employee with annual salary in excess of IRS annual limits ($345,000 for 2024). The DCP is administered by Dominion Energy Services, Inc.

  157. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under certain circumstances, the company provides benefits to eligible employees upon termination of employment, including a termination of employment involving a change in control of the company, that are in addition to termination benefits for other employees in the same situation.

  158. Incremental Payments Upon Termination or Change in Control

    Incremental Payments Upon Termination or Change in Control The following table provides the incremental payments that would be earned by each NEO if their employment had been terminated, or constructively terminated, as of December 31, 2024. These benefits are in addition to retirement benefits that would be payable on any termination of employment. Please refer to the Pension Benefits table for information related to the present value of accumulated retirement benefits payable to the NEOs.

  159. Incremental Payments Upon Termination or Change in Control

    | Name | Non-Qualified Plan Payment | Restricted Stock(1) | Performance Grant(1) | Severance Payments | Retiree Medical and Executive Life Insurance(2) | Out- placement Services | Excise Tax & Tax Gross-Up | Total | | Robert M. Blue(3) | | | | | | | | | | Retirement | $0 | $2,223,987 | $13,243,670 | $0 | $0 | $0 | $0 | $15,467,657 | | Death / Disability | 0 | 2,223,987 | 13,243,670 | 0 | 0 | 0 | 0 | 15,467,657 | | Change in Control(4) | 3,029,032 | 63,554 | 9,321,023 | 8,936,571 | 496,951 | 25,000 | 10,238,067 | 32,110,198 | | Steven D. Ridge(3) | | | | | | | | | | Termination without Cause | 0 | 613,088 | 970,719 | 0 | 0 | 0 | 0 | 1,583,807 | | Termination with Cause/ Voluntary Termination | 0 | 0 | | 0 | 0 | 0 | 0 | 0 | | Death / Disability | 0 | 613,088 | 970,719 | 0 | 0 | 0 | 0 | 1,583,807 | | Change in Control(4) | 0 | 571,776 | 1,084,200 | 4,260,750 | 91,290 | 25,000 | 0 | 6,033,016 | | Diane Leopold(3) | | | | | | | | | | Retirement | 0 | 1,210,288 | 2,497,548 | 0 | 0 | 0 | 0 | 3,707,836 | | Death / Disability | 0 | 1,210,288 | 2,497,548 | 0 | 0 | 0 | 0 | 3,707,836 | | Change in Control(4) | 1,385,792 | 758,779 | 1,521,968 | 5,711,289 | 337,748 | 25,000 | 0 | 9,740,576 | | Carlos M. Brown(3) | | | | | | | | | | Termination without Cause | 0 | 591,167 | 1,225,992 | 0 | 0 | 0 | 0 | 1,817,159 | | Termination with Cause/ Voluntary Termination | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Death / Disability | 0 | 591,167 | 1,225,992 | 0 | 0 | 0 | 0 | 1,817,159 | | Change in Control(4) | 2,816,573 | 497,989 | 1,038,658 | 4,260,750 | 120,440 | 25,000 | 0 | 8,759,410 | | Edward H. Baine(3) | | | | | | | | | | Termination without Cause | 0 | 379,605 | 785,298 | 0 | 0 | 0 | 0 | 1,164,903 | | Termination with Cause/ Voluntary Termination | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Death / Disability | 0 | 379,605 | 785,298 | 0 | 0 | 0 | 0 | 1,164,903 | | Change in Control(4) | 2,743,669 | 305,762 | 633,480 | 3,005,094 | 39,230 | 25,000 | 3,258,958 | 10,011,193 |

  160. Incremental Payments Upon Termination or Change in Control

    (1) Grants made in 2022, 2023 and 2024 under the LTIP vest pro rata upon termination without cause, death or disability. These grants vest pro rata upon retirement provided the CEO (or, in the case of the CEO, the CTD Committee) determines the NEO’s retirement is not detrimental to the company; amounts shown assume this determination was made. The amounts shown in the restricted stock column are based on the closing stock price of $53.86 on December 31, 2024. (2) Amounts in this column represent the value of the annual incremental benefit the NEOs would receive for executive life insurance and retiree medical coverage. Mr. Blue and Ms. Leopold are entitled to executive life insurance coverage and retiree medical benefits upon any termination since they are retirement eligible and have completed 10 years of service. Messrs. Ridge, Brown and Baine would not be eligible for retiree medical benefits under a change in control because even with five years of extra age, they would not reach the age of 58 required for eligibility. As of December 31, 2024, Messrs. Ridge, Brown and Baine were not vested in their executive life insurance policies because they were not age 55, but under a change in control, the company would continue to pay premiums for five additional years. (3) Mr. Blue and Ms. Leopold are eligible for retirement as defined in the company’s long-term incentive awards, and this table above assumes they would retire in connection with any termination event. With the additional five years of age credit, Messrs. Brown and Baine would reach the early retirement age of 55. Mr. Ridge, even with the additional five years of age credit, would not reach the early retirement age of 55. Change in control amounts assume that a change in control and a termination or constructive termination takes place on December 31, 2024. The amounts indicated upon a change in control are the incremental amounts attributable to five years of additional age and service credited pursuant to the Employment Continuity Agreements that each NEO would receive over the amounts payable upon a retirement (Mr. Blue and Ms. Leopold) or termination without cause (Messrs. Ridge, Brown and Baine). The restricted stock and performance grant amounts represent the value of the awards upon a change in control that is above what would be received upon a retirement or termination.

  161. CEO Pay Ratio

    CEO Pay Ratio This section presents required disclosure, in accordance with SEC rules, of (i) the median of the annual total compensation of all our employees, other than our CEO, (ii) the annual total compensation of our CEO and (iii) the ratio of (ii) to (i), which is referred to as the “CEO pay ratio.” Mr. Blue had 2024 annual total compensation of $12,904,625 as reflected in the “Total” column of the Summary Compensation Table. Our median employee’s annual total compensation for 2024 was $124,178. As a result, we estimate that the ratio of the annual total compensation of our CEO to the annual compensation of our median employees was 104:1. We identified our median employee for 2024 from our employee population as of December 31, 2024. On that date we had approximately 14,800 employees, all of whom were employed in the United States. To determine our median employee, we chose base pay as our consistently applied compensation measure. We then conducted our analysis using a clustered sampling methodology, which divides the population into clusters or groups, to identify employees within a 1% range of the median. To accomplish this, we used payroll data to determine the base pay actually paid to each employee in our sample during a measurement period from January 1, 2024 through December 31, 2024. Using this methodology, we identified the median employee from the sampled group and calculated annual total compensation for that employee for 2024 using the same methodology we used for our NEOs as set forth in the Summary Compensation Table on page 65. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  162. Pay versus Performance

    Pay versus Performance In this section, we provide information about the relationship between the compensation paid to our NEOs and the financial performance of the company, as required by SEC rules. The following table shows the past five fiscal years’ total compensation for our CEO and other NEOs (expressed as an average) as set forth in the Summary Compensation Table, the total compensation actually paid (CAP) to our CEO and other NEOs (expressed as an average), our TSR, our peer group’s TSR over the same period, our net income and our operating EPS.

  163. Pay vs. Performance Table

    Pay vs. Performance Table

  164. Pay vs. Performance Table

    | | | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1)(6) ($) | Summary Compensation Table Total for CEO(2) ($) | Compensation Actually Paid to CEO(2)(6) ($) | Compensation Table Total for Non-CEO NEOs(3) ($) | Compensation Actually Paid to Non-CEO NEOs(3)(6) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income(5) ($) (in millions) | Operating Earnings Per Share(5) ($) | | 2024 | 12,904,625 | 13,741,422 | N/A | N/A | 3,578,383 | 3,743,524 | 81 | 138 | 2,124 | 2.77 | | 2023 | 6,278,835 | 2,851,310 | N/A | N/A | 2,525,850 | 1,690,381 | 67 | 112 | 2,031 | 1.95 | | 2022 | 6,794,985 | 5,095,318 | N/A | N/A | 2,042,074 | 1,260,497 | 83 | 120 | 1,191 | 3.16 | | 2021 | 8,161,083 | 7,796,007 | N/A | N/A | 5,002,308 | 4,186,674 | 102 | 119 | 3,399 | 2.89 | | 2020 | 7,912,643 | 6,307,480 | 16,040,625 | 15,518,646 | 3,960,554 | 3,207,595 | 95 | 101 | (401) | 2.68 |

  165. Pay vs. Performance Table

    (1) The amounts in these columns reflect the Summary Compensation Table and Compensation Actually Paid totals, respectively, for Mr. Blue for fiscal years 2020–2024. Mr. Blue became CEO on October 1, 2020. See footnote 6 below for additional information on how CAP is calculated. (2) The amounts in these columns reflect the Summary Compensation Table and Compensation Actually Paid totals, respectively, for Mr. Thomas F. Farrell, II, who was CEO until October 1, 2020. As he was CEO for a portion of 2020, information is included for the year 2020. See footnote 6 below for additional information on how CAP is calculated. (3) The amounts in these columns reflect the average Summary Compensation Table and average Compensation Actual Paid totals, respectively, for our non-CEO NEOs. For 2024, our non-CEO NEOs were Messrs. Ridge, Brown and Baine and Ms. Leopold. For 2023, our non-CEO NEOs were Messrs. Ridge, Brown, Baine, Mr. Daniel G. Stoddard and Ms. Leopold. For 2022, our non-CEO NEOs were Messrs. Ridge, Stoddard, Brown, Mr. James R. Chapman and Ms. Leopold. For 2021, our non-CEO NEOs were Messrs. Chapman, Stoddard, Brown and Farrell; and Ms. Leopold. For 2020, our non-CEO NEOs were Messrs. Chapman, Stoddard and Brown and Ms. Leopold. See footnote 6 below for additional information on how CAP is calculated. (4) The calculation of TSR is based on the value of an initial fixed investment of $100 from the beginning of 2020 through the end of 2024 in the table, assuming reinvestment of dividends. The peer group TSR is represented by the S&P 500 Utilities Index. (5) See Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP) in Appendix A. (6) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay vs. Performance Table. The following table details these adjustments:

  166. Pay vs. Performance Table

    | Year | Executives | Summary Compensation Table Total ($) | Deduct Change in Pension Value ($) | Deduct Stock Awards ($) | Add Pension Valuation Adjustment(a) ($) | Add Equity Award Adjustment(b) ($) | CAP ($) | | 2024 | CEO | 12,904,625 | 795,805 | 8,526,987 | 286,866 | 9,872,723 | 13,741,422 | | | Other NEOs | 3,578,383 | 299,808 | 1,685,303 | 110,840 | 2,039,412 | 3,743,524 |

  167. Pay vs. Performance Table

    (a) SEC rules require certain adjustments be made to pension compensation totals to determine CAP. The following table details these adjustments:

  168. Pay vs. Performance Table

    | Year | Executives | Pension Service Cost Adjustment ($) | Prior Service Cost Adjustment ($) | Pension Valuation Adjustment ($) | | 2024 | CEO | 286,866 | 0 | 286,866 | | | Other NEOs | 110,840 | 0 | 110,840 |

  169. Pay vs. Performance Table

    (b) SEC rules require certain adjustments be made to equity award totals to determine CAP. The following table details these adjustments:

  170. Pay vs. Performance Table

    | | | Unvested Awards | | Vested Awards | | | | | | Year | Executives | Year End Fair Value of Equity Awards Granted During Year and Outstanding and Unvested at Year End ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year ($) | Change as of Vesting Date from Prior Year End of Prior Awards that Vested During Year ($) | Deduct Forfeited Awards (Fair Value at End of Prior Year) ($) | Value of Dividends and Earnings Paid ($) | Equity Award Adjustment ($) | | 2024 | CEO | 9,494,853 | 279,091 | — | (14,621) | — | 113,400 | 9,872,723 | | | Other NEOs | 1,865,072 | 108,052 | — | 3,919 | — | 62,369 | 2,039,412 |

  171. Relationship between Performance Measures and Compensation Actually Paid

    Relationship between Performance Measures and Compensation Actually Paid The following charts provide a graphic representation of the relationship between executive compensation actually paid to the company’s CEO and other NEOs (expressed as an average) and the performance measures included in the Pay vs. Performance Table (TSR, Peer Group TSR, Net Income and Operating EPS).