DEF 14A of Dominion Energy, Inc, Mar 22, 2024

DEF 14A of Dominion Energy, Inc

Filed Mar 22, 2024 · FY20230001193125-24-075247

Open on EDGAR

  1. Board and Committee Governance Practices

    Board and Committee Governance Practices

  2. Board and Committee Governance Practices

    | • | Regular Board refreshment, including two new directors added in 2023, and a resignation policy for directors who reach the age of 75 |

  3. Board and Committee Governance Practices

    | • | Annual Board and committee evaluations, including individual director interviews led by the independent Lead Director |

  4. Board and Committee Governance Practices

    | • | Robust director and executive share ownership guidelines |

  5. Board and Committee Governance Practices

    | COMPOSITION OF OUR DIRECTOR NOMINEES(1) 6.7 Average Years Tenure 61.4 Average Age (1) As of March 1, 2024. |

  6. Board and Committee Governance Practices

    | Nominees for the Board of Directors | | | | | | | | James A. Bennett INDEPENDENT Age: 62 Director Since: 2019 Executive Director of External Affairs, First-Citizens Bank & Trust Company | Robert M. Blue CHAIR, PRESIDENT AND CEO, DOMINION ENERGY, INC. Age: 56 Director Since: 2020 | Paul M. Dabbar INDEPENDENT Age: 56 Director Since: 2023 Co-founder and CEO, Bohr Quantum Technology Corp. | | | | | | D. Maybank Hagood INDEPENDENT Age: 62 Director Since: 2019 Chairman and CEO, Southern Diversified Distributors, Inc. | Mark J. Kington INDEPENDENT Age: 64 Director Since: 2005 Managing Director, Kington Management, LP | Kristin G. Lovejoy INDEPENDENT Age: 57 Director Since: 2022 Global Security and Resilience Practice Leader, Kyndryl Holdings, Inc. | | | | | | Joseph M. Rigby INDEPENDENT Age: 67 Director Since: 2017 Retired Chairman, President and CEO, Pepco Holdings, Inc. | Pamela J. Royal, M.D. INDEPENDENT Age: 61 Director Since: 2013 President, Royal Dermatology and Aesthetic Skin Care, Inc. | Robert H. Spilman, Jr. INDEPENDENT LEAD DIRECTOR Age: 67 Director Since: 2009 Chairman, President and CEO, Bassett Furniture Industries, Inc. | | | | | | Susan N. Story INDEPENDENT Age: 64 Director Since: 2017 Retired President and CEO, American Water Works Company, Inc. | Vanessa Allen Sutherland INDEPENDENT Age: 52 Director Since: 2023 Executive Vice President, Governmental Affairs, General Counsel and Corporate Secretary, Phillips 66 Company | |

  7. Board and Committee Governance Practices

    Ages as of March 1, 2024

  8. Board and Committee Governance Practices

    | ITEM 2 | Advisory Vote on Approval of Executive Compensation (Say on Pay) You are being asked to vote on an advisory basis on the compensation paid to the company’s named executive officers (NEOs) as described in this Proxy Statement, including the Compensation Discussion and Analysis (CD&A), compensation tables and narrative discussion beginning on page 39. | | | Your Board of Directors recommends that you vote FOR this item. |

  9. Board and Committee Governance Practices

    | BEST PRACTICES What We Do | | COMPENSATION SNAPSHOT The charts below illustrate the components of the annualized target total direct compensation opportunities provided to our CEO and target direct compensation opportunities of the other NEOs in 2023: | | | Place a substantial portion of NEO pay at risk and tied to enhanced shareholder value | | | | Balance short-term and long-term incentives | | | | Require significant stock ownership for our CEO, other NEOs and all other officers | | | | Tie equity and cash-based incentive compensation to a clawback policy | | | | Consider shareholder feedback, including results of prior year’s Say on Pay vote | | | What We Don’t Do | | | | | Offer long-term or indefinite employment agreements to our executive officers | | | | Permit officers to hedge or pledge shares of our common stock | | | | Offer excessive perquisites or provide tax gross-ups on executive perquisites, except for certain benefits provided through the company’s relocation program | | | | Offer excessive change in control severance benefits | | | For 2023, our CEO’s long-term incentive awards were 100% performance-based, with 94% of the payout based on relative total shareholder return (TSR), requiring 65th percentile performance for at-target payout of the TSR metric. We believe this creates strong alignment with our shareholders and reinforces our pay-for-performance culture. | | |

  10. Board and Committee Governance Practices

    | ITEM 3 | Ratification of Appointment of Independent Auditor The Audit Committee appointed Deloitte & Touche LLP (Deloitte) as the company’s independent registered public accounting firm (independent auditor) for the fiscal year ending December 31, 2024. The Audit Committee and the Board believe that the retention of Deloitte to continue serving as the company’s independent auditor is in the best interests of Dominion Energy and its shareholders. You are being asked to ratify the appointment of Deloitte as the company’s independent auditor for fiscal year 2024. Additional details about the Audit Committee’s appointment of Deloitte as the company’s independent auditor for the fiscal year 2024, as well as the fees paid to Deloitte in 2023 and 2022, can be found beginning on page 78. | | | Your Board of Directors recommends that you vote FOR this item. |

  11. Board and Committee Governance Practices

    | ITEM 4 | Approval of the 2024 Incentive Compensation Plan We use equity and equity-based awards to motivate our executive officers to increase the company’s performance over the long term, to align the interests of our executives with the interests of our shareholders and to support our share ownership guidelines. You are being asked to approve the 2024 Incentive Compensation Plan (Incentive Compensation Plan or ICP), which would replace the 2014 Incentive Compensation Plan and allow a continuation of the current design of our executive compensation program. If approved, the 2024 Incentive Compensation Plan would authorize an aggregate of (i) 27,000,000 shares of common stock, less (ii) one share for every one share that was subject to an award granted under the 2014 Incentive Compensation Plan after December 31, 2023, and prior to the effective date of the 2024 Incentive Compensation Plan. In addition, any shares previously reserved for issuance under the 2014 Incentive Compensation Plan that are subject to outstanding awards under the 2014 Incentive Compensation Plan that expire, are forfeited or otherwise terminate will be added to the 2024 Incentive Compensation Plan share reserve. Additional information on the 2024 Incentive Compensation Plan can be found beginning on page 80. | | | Your Board of Directors recommends that you vote FOR this item. |

  12. Board and Committee Governance Practices

    | ITEM 5 | Shareholder Proposal You are being asked to vote on a shareholder proposal, if properly presented at the 2024 Annual Meeting, regarding a policy to require an independent chair of the Board of Directors. Details of the proposal, as well as the company’s opposing statement, can be found beginning on page 86. We recommend a vote against the proposal in Item 5 for the reasons set forth in the opposing statement. | | | Your Board of Directors recommends that you vote AGAINST this item. |

  13. Board and Committee Governance Practices

    | ITEM 6 | Shareholder Proposal You are being asked to vote on a shareholder proposal, if properly presented at the 2024 Annual Meeting, regarding conversion of the company to a benefit corporation. Details of the proposal, as well as the company’s opposing statement, can be found beginning on page 88. We recommend a vote against the proposal in Item 6 for the reasons set forth in the opposing statement. | | | Your Board of Directors recommends that you vote AGAINST this item. |

  14. Board and Committee Governance Practices

    | ITEM 1 | Election of Directors You are being asked to vote on the election of the following 11 director nominees. Information about each director’s background, business experience and qualifications is provided on the following pages. | | | Your Board of Directors recommends that you vote FOR each director nominee. |

  15. Board and Committee Governance Practices

    Our Board of Directors, based on the recommendation of the Nominating and Governance Committee (N&G Committee), has nominated 11 directors for election at the 2024 Annual Meeting to hold office until the next annual meeting or until their respective successors are duly elected or appointed and qualified. All nominees are currently directors, and all directors were elected by shareholders at the 2023 Annual Meeting, except for Ms. Sutherland and Mr. Dabbar who were elected to the Board effective December 1, 2023. Ms. Sutherland and Mr. Dabbar were each identified as a potential director candidate by the N&G Committee and recommended to the Board as a director nominee. Ms. Sutherland and Mr. Dabbar further bolster the leadership, industry (including nuclear), corporate governance, environmental, government, public policy, legal and technology expertise on our Board of Directors, among other attributes. Each nominee has agreed to be named in this Proxy Statement and to serve as director for another term, if elected. For additional information regarding the voting requirements to elect directors, see What are the voting requirements to elect the directors and to approve each of the other items in this Proxy Statement and what is the effect of abstentions and broker non-votes? on page 93.

  16. Board and Committee Governance Practices

    | Our Board selected the 11 nominees based on their diverse mix of skills, experiences and perspectives, and believes they provide quality advice and counsel to Dominion Energy’s management and effectively oversee the business and long-term interests of shareholders. These nominees bring to the Board a wide array of business and professional skills, as well as industry expertise. In addition, many of our Board members are connected to the communities that we serve, providing valuable feedback and insight into the impacts of Board decisions on customers. They are collegial, thoughtful, responsible and intelligent leaders who are diverse in terms of age, gender, ethnicity and professional experience. Our nominees are also diverse from a geographic perspective, with directors from five different states, including Virginia and South Carolina. Many of the nominees serve or have served on other public company boards, enabling our Board to stay apprised of best practices implemented at other companies and promoting informed and effective governance. Directors are given numerous opportunities to learn about the company through site visits as well as subject matter videos and presentations. | 6 NEW DIRECTORS added since 2019, including two in 2023, bringing fresh perspectives to the Board |

  17. Board and Committee Governance Practices

    In November 2023, we announced the retirement of Messrs. Michael E. Szymanczyk and Ronald W. Jibson effective immediately following the completion of the 2024 Annual Meeting. We thank them both for their service, their guidance and oversight. In lieu of designating substitutes at this time, our Board will reduce the number of directors to 11 effective immediately following the completion of the 2024 Annual Meeting. The Board expects to evaluate and vet candidates for election as directors as part of its normal course of business as described under Director Nominations and Board Refreshment on page 22. Proxies cannot be voted for a greater number of individuals than the number of nominees. Although it is not anticipated that any of the individuals named below will be unable or unwilling to stand for election, in the event of such an occurrence, a proxy may be voted for a substitute designated by our Board, or in lieu of designating a substitute, our Board may reduce the number of directors.

  18. 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 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.

  19. Director Nominees

    | Skills, Qualifications, Attributes and Experiences | | | | | | | | | | | | | Leadership. CEO, executive or senior management experience guiding complex organizations, including developing and implementing corporate strategies and long-term business plans. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Industry. Experience in utility, energy and/or nuclear energy operations, including the associated risks and public policy issues. | | ● | ● | | | | ● | | | ● | ● | | Financial or Accounting. Experience in finance or accounting, including oversight of financial reporting and internal control 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. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | 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. | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | Board Independence, Tenure and Diversity* | | | | | | | | | | | | | Independent | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Tenure (# of years as of March 1, 2024) | 5 | 3 | <1 | 5 | 18 | 1 | 7 | 11 | 14 | 7 | <1 | | Age (as of March 1, 2024) | 62 | 56 | 56 | 62 | 64 | 57 | 67 | 61 | 67 | 64 | 52 | | Female | | | | | | ● | | ● | | ● | ● | | Male | ● | ● | ● | ● | ● | | ● | | ● | | | | African American or Black | ● | | | | | | | ● | | | ● | | White or Caucasian | | ● | ● | ● | ● | ● | ● | | ● | ● | |

  20. Director Nominees

    | * No director self-identifies as Alaskan Native or Native American; Asian, Native Hawaiian or Other Pacific Islander; or Hispanic or Latino. |

  21. Director Nominees

    Information about each director nominee is presented on the following pages, including specific key experience and qualifications that led the N&G Committee and our Board to nominate him or her to serve as a director.

  22. Director Nominees

    | James A. Bennett | | | | Age: 62 Director Since: 2019 Independent | Committees: Finance and Risk Oversight Nominating and Governance Sustainability and Corporate Responsibility | |

  23. 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 prior roles as Executive Vice President, Director of Public Affairs and Chief Diversity Officer. 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 as chair of the Midlands Business Leadership Group, as well as chair of the University of South Carolina Educational 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.

  24. 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, including his past service as Chief Diversity Officer of First Citizens, 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.

  25. Qualifications, Attributes and Skills

    | | Robert M. Blue | | | Age: 56 Director Since: 2020 Chair, President and Chief Executive Officer, Dominion Energy |

  26. 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 since 2008. Mr. Blue has also served as a director for Dominion Energy Virginia and Dominion Energy South Carolina, Inc., 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. He 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.

  27. 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 its strategic business review. He possesses an understanding of the environmental, regulatory, legal, governmental and public policy issues central to our core utility businesses, helping the company advance policy and legislative initiatives. He has demonstrated a commitment to the communities we serve, fostering connections with our customers and other stakeholders.

  28. Qualifications, Attributes and Skills

    | Paul M. Dabbar | | | | Age: 56 Director Since: 2023 Independent | Committees: Finance and Risk Oversight | |

  29. Qualifications, Attributes and Skills

    Mr. Dabbar has served as Co-founder and Chief Executive Officer of Bohr Quantum Technology Corp. (Bohr), which develops and deploys quantum information technologies for the emerging quantum internet, since 2021. 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 Engineers programs.

  30. 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, which is a fundamental component of our Net Zero commitment. He has leadership, talent management, customer and corporate governance experience from serving as CEO of a private technology company and on the board of two special purpose acquisition companies, 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 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.

  31. Public Company Board Experience

    Public Company Board Experience

  32. Public Company Board Experience

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

  33. Public Company Board Experience

    | • | Power & Digital Infrastructure Acquisition Corp. (2021-2022) |

  34. Public Company Board Experience

    | | D. Maybank Hagood | | | | Age: 62 Director Since: 2019 Independent | Committees: Audit Sustainability and Corporate Responsibility |

  35. Public Company Board Experience

    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 a school, orphanage, bilingual elementary school 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.

  36. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills Mr. Hagood brings leadership, talent management, risk management and financial operations skills 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 industry and corporate governance and public company board experience, assisting our Board with transparency, accountability and effectiveness.

  37. Qualifications, Attributes and Skills

    | Mark J. Kington | | | | Age: 64 Director Since: 2005 Independent | Committees: Compensation and Talent Development Finance and Risk Oversight (Chair) | |

  38. 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.

  39. 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 and Risk Oversight Committee and helps our Board 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’s oversight of 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.

  40. Qualifications, Attributes and Skills

    | | Kristin G. Lovejoy | | | | Age: 57 Director Since: 2022 Independent | Committees: Audit Finance and Risk Oversight |

  41. 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 CEO 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.

  42. 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 and issue resolution. Ms. Lovejoy also has leadership, talent management, 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 its oversight of the company’s efforts to develop and retain a talented workforce and overseeing financial reporting and internal controls. Her experience with Kyndryl includes oversight of data centers and their environmental impact, which play a key role in the company’s strategy around energy delivery.

  43. Qualifications, Attributes and Skills

    | Joseph M. Rigby | | | | Age: 67 Director Since: 2017 Independent | Committees: Audit (Chair) Nominating and Governance | |

  44. 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 (CFO). He currently serves as non-executive Chairman of South Jersey Industries, Inc. (South Jersey), an energy delivery company headquartered in Folsom, New Jersey, a position he has held since 2020 and through South Jersey’s acquisition in 2023. In December 2023, the New Jersey Chapter of the National Association of Corporate Directors recognized Mr. Rigby with the Lifetime Achievement in Governance award. 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 is a Certified Public Accountant.

  45. 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.

  46. Qualifications, Attributes and Skills

    | • | South Jersey Industries, Inc. (2016-2023) |

  47. Qualifications, Attributes and Skills

    | | Pamela J. Royal, M.D. | | | | Age: 61 Director Since: 2013 Independent | Committees: Audit Nominating and Governance (Chair) |

  48. Qualifications, Attributes and Skills

    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 and is a member of the local Advisory Board of Truist Bank. She previously served on numerous other boards, including 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.

  49. Qualifications, Attributes and Skills

    Qualifications, Attributes and Skills As a recognized leader in the business and civic community and as president of her own medical practice in her native Richmond, Virginia, where our company is headquartered, Dr. Royal provides leadership, management and analytical skills to our Board. 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 criticality of meeting customer, community and other stakeholder expectations and the value of maintaining and building our brand and reputation.

  50. Qualifications, Attributes and Skills

    | Robert H. Spilman, Jr. | | | | Age: 67 Director Since: 2009 Independent Lead Director | Committees: Compensation and Talent Development Nominating and Governance | |

  51. 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. 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. from 2002 to 2014, including as lead director from 2012 to 2014. Mr. Spilman received his undergraduate degree from Vanderbilt University.

  52. 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 Supermarkets, Inc. This experience includes transparency, accountability and board effectiveness.

  53. Qualifications, Attributes and Skills

    | • | Bassett Furniture Industries, Incorporated (since 1997) |

  54. Qualifications, Attributes and Skills

    | | Susan N. Story | | | | Age: 64 Director Since: 2017 Independent | Committees: Compensation and Talent Development Finance and Risk Oversight Sustainability and Corporate Responsibility (Chair) |

  55. Qualifications, Attributes and Skills

    Ms. Story served as President and Chief Executive Officer of American Water Works Company, Inc. (American Water), an NYSE listed company, from 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 a Master of Business Administration from the University of Alabama.

  56. 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 healthcare costs management. As former lead director of Raymond James Financial, Inc. 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.

  57. Public Company Board Experience

    Public Company Board Experience

  58. Public Company Board Experience

    | • | Carrier Global Corporation (since 2023) |

  59. Public Company Board Experience

    | • | Newmont Corporation (since 2020) |

  60. Public Company Board Experience

    | • | American Water Works Company, Inc. (2014-2020) |

  61. Public Company Board Experience

    | • | Raymond James Financial, Inc. (2008-2023) |

  62. Public Company Board Experience

    | Vanessa Allen Sutherland | | | | Age: 52 Director Since: 2023 Independent | Committees: Audit | |

  63. Public Company Board Experience

    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.

  64. 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 Lead Director with well-defined duties is key to providing strong, independent leadership for the Board. The independent Lead Director’s responsibilities include:

  65. 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 |

  66. Independent Lead Director

    Mr. Spilman currently serves as the Lead Director and does not chair any Board committees, which allows Mr. Spilman to focus on his Lead Director responsibilities.

  67. Independent Lead Director

    | 2023 Meetings and Attendance The Board met 15 times in 2023. Each director serving in 2023 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 2023 Annual Meeting attended the 2023 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 Lead Director. | 2023 OVERALL AVERAGE BOARD ATTENDANCE |

  68. Independent Lead Director

    | The Committees of the Board |

  69. Independent Lead Director

    The Board established five standing committees (Audit, CTD, Finance and Risk Oversight, N&G and Sustainability and Corporate Responsibility (SCR)) to assist it with the performance of its responsibilities. Our N&G Committee reviews the chairs and membership of each committee on an annual basis, including succession, and makes recommendations to the full Board. All of our Board committees are composed of independent directors. Our Board elects the members of these committees and the committee chairs annually at its organizational meeting following our annual meeting of shareholders, taking into consideration the input of the N&G Committee. The chair of each committee develops with management the meeting agendas for that committee. After each meeting, each committee provides a full report to our Board. The Board has adopted charters for each of these committees. See Corporate Governance Materials Available on Our Website on page 96. Information regarding the principal role, responsibilities and number of meetings held during 2023 of each committee is outlined below.

  70. Independent Lead Director

    | Audit Committee | MEETINGS HELD IN 2023: SEVEN | | Joseph M. Rigby (Chair) D. Maybank Hagood Kristin G. Lovejoy Pamela J. Royal, M.D. Vanessa Allen Sutherland | ROLE & RESPONSIBILITIES The Audit Committee’s primary responsibilities include: • Overseeing the integrity of the company’s consolidated financial statements and financial reporting practices; • Overseeing the company’s compliance with legal and regulatory requirements and our systems of disclosure controls and internal control over financial reporting; • Appointing and retaining the independent auditor and evaluating its qualification, independence, performance and fees; • Overseeing the performance of the company’s internal audit function; • Discussing and reviewing the company’s policies with respect to risk assessment and risk management; and • Overseeing the company’s Ethics & Compliance program. This committee periodically meets with both the independent auditor and internal auditor in separate sessions without management present and consults with the independent and internal auditors regarding audits of the company’s consolidated financial statements and adequacy of internal control over financial reporting. The Audit Committee’s report is on page 79. Each member meets the financial literacy requirements for Audit Committee membership under the NYSE’s rules and the rules and regulations of the SEC. The Board has determined that Dr. Royal, Ms. Sutherland and Messrs. Hagood and Rigby are “audit committee financial experts,” as defined under SEC rules. |

  71. Independent Lead Director

    | Compensation and Talent Development Committee | MEETINGS HELD IN 2023: FIVE | | Michael E. Szymanczyk (Chair) Mark J. Kington Robert H. Spilman, Jr. Susan N. Story | ROLE & RESPONSIBILITIES The CTD Committee’s primary responsibilities include: • Overseeing the company’s executive compensation plan, policies and programs; • Reviewing and evaluating the performance and compensation of the CEO; • Reviewing the management succession plans for the CEO and other senior executive positions with the CEO; and • Overseeing strategies and policies related to human capital management, including DE&I, employee engagement and employee recruitment, retention and development. The CTD Committee consults directly with its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), as needed, in reviewing and approving the company’s executive compensation program. This includes the program’s philosophy and strategy and ensuring that the program is based on sound compensation practices. For more information on the responsibilities and activities of the CTD Committee, see CD&A beginning on page 39. The CTD Committee’s report to shareholders is on page 62. |

  72. Independent Lead Director

    | Finance and Risk Oversight Committee | MEETINGS HELD IN 2023: FOUR | | Mark J. Kington (Chair) James A. Bennett Paul M. Dabbar Ronald W. Jibson Kristin G. Lovejoy Susan N. Story | ROLE & RESPONSIBILITIES The Finance and Risk Oversight Committee’s primary responsibilities include: • Overseeing the company’s financial policies and objectives; • Reviewing the company’s capital structure, financing activity and appropriateness of its dividend policy; • Overseeing the implementation of the company’s risk assessment and risk management policies and objectives; and • Reviewing the company’s insurance coverage. This committee receives presentations and reports throughout the year on risk and cybersecurity matters from the company’s most senior risk officer and the Chief Security Officer. This committee also receives presentations and reviews and discusses periodic reports that management, including the Chief Nuclear Officer, prepares pertaining to the oversight of the company’s nuclear operations. |

  73. Independent Lead Director

    | Nominating and Governance Committee | MEETINGS HELD IN 2023: FOUR | | Pamela J. Royal, M.D. (Chair) James A. Bennett Joseph M. Rigby Robert H. Spilman, Jr. | ROLE & RESPONSIBILITIES The N&G Committee’s primary responsibilities include: • Directing the search for, evaluating the qualifications of and recommending candidates for nomination to the Board; • Reviewing and making recommendations to the Board concerning the appointment and composition of each Board committee and its chair; • Overseeing the annual self-evaluation of the Board’s effectiveness and the overall evaluation process; and • Reviewing and ensuring compliance with our Corporate Governance Guidelines. The N&G Committee also annually reviews and assesses the compensation paid to Board members and recommends to the Board any changes to compensation and benefit plans it believes are appropriate. The N&G Committee is also briefed on any relevant regulatory or administrative requirements or developments (NYSE, SEC, etc.) and provides updates to the full Board on potential impacts and next steps. |

  74. Independent Lead Director

    | Sustainability and Corporate Responsibility Committee | MEETINGS HELD IN 2023: THREE | | Susan N. Story (Chair) James A. Bennett D. Maybank Hagood Ronald W. Jibson Michael E. Szymanczyk | ROLE & RESPONSIBILITIES The SCR Committee’s primary responsibilities include: • Assisting the Board in its oversight of the company’s performance as a sustainable organization and responsible corporate citizen; • Overseeing strategies, activities, policies and standards regarding environmental sustainability, corporate social responsibility and public policy issues of significance and related innovation matters that may affect the various stakeholders of the company; • Reviewing sustainability and corporate responsibility reports and other significant communications and reporting to stakeholders on environmental and social responsibility initiatives and activities; • Reviewing sustainability targets and commitments established by the company and receiving reports from management on the company’s progress in achieving these targets and commitments; and • Overseeing the company’s initiatives to support innovation, technology and sustainability. |

  75. Corporate Governance Guidelines

    | • | Share ownership requirements and compensation of non-employee directors; |

  76. 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 2023, the N&G Committee considered an analysis prepared by its independent consultant, FW Cook, which summarized director compensation trends for non-employee directors and pay levels at the same peer companies used to evaluate the compensation of our NEOs. Following this review, and after considering the analysis of FW Cook, the N&G Committee recommended no changes to the non-employee director compensation program. For 2023, our non-employee director compensation program consisted of the following:

  77. Annual Retainer

    | Name | Fees Earned or Paid In Cash(1) | Stock Awards(2) | All Other Compensation | Total | | James A. Bennett | $117,500 | $167,523 | — | $285,023 | | Paul M. Dabbar(3) | 49,958 | 69,778 | — | 119,736 | | Helen E. Dragas(4) | — | 113,000 | — | 113,000 | | James O. Ellis, Jr.(4) | — | 113,000 | — | 113,000 | | D. Maybank Hagood | 117,500 | 167,523 | — | 285,023 | | Ronald W. Jibson | 117,500 | 167,523 | — | 285,023 | | Mark J. Kington | 137,500 | 167,523 | — | 305,023 | | Kristin G. Lovejoy | 117,500 | 167,523 | — | 285,023 | | Joseph M. Rigby | 144,500 | 167,523 | — | 312,023 | | Pamela J. Royal, M.D. | 139,500 | 167,523 | — | 307,023 | | Robert H. Spilman, Jr. | 167,500 | 167,523 | — | 335,023 | | Susan N. Story | 137,500 | 167,523 | — | 305,023 | | Vanessa Allen Sutherland(3) | 49,958 | 69,778 | — | 119,736 | | Michael E. Szymanczyk | 142,500 | 167,523 | — | 310,023 |

  78. Director Compensation Plan and Benefits

    Director Compensation Plan and Benefits

  79. 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 2023 and no such awards are outstanding.

  80. 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 | |

  81. Shareholder Outreach and Say on Pay

    | What We Heard | | How We Responded | | Shareholders provided general support for the alignment between CEO pay and financial performance and the overall pay designs | | For 2023, our CEO received long-term incentive awards that were 100% performance-based, with 94% of the payout based on relative TSR with target payout set at the 65th percentile. In addition, the cash performance award portion of his original award was modified to eliminate the opportunity for him to earn a portion of the payout based on our relative price-earnings (P/E) ratio. At our CEO’s request, the CTD Committee exercised negative discretion for his 2021 performance grant payout, lowering his payout to $0, despite goal achievement of 51.2%. For 2024, our CEO again received long-term incentive awards that were 100% performance-based, with 65% of the payout based on relative TSR with target payout set at the 65th percentile. | | Shareholders provided feedback on the mix of our equity and performance awards in our Long-Term Incentive Program (LTIP) | | For 2024, we revamped our LTIP for all officers. Under the 2024 program, the cash performance grant has been replaced with performance share units (PSUs), to further align compensation with shareholder outcomes. In addition, the portion of the total LTIP grant attributable to restricted stock has been 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. | | Shareholders provided feedback on the LTIP’s P/E ratio modifier | | The ability to earn any payout based on our relative P/E ratio modifier was eliminated from the CEO’s 2023 LTIP and has been eliminated for all officers starting with the 2024 LTIP. |

  82. Our Compensation Practices and Policies

    | | Make a substantial portion of NEO pay equity-based or subject to performance goals that tie to enhanced shareholder value | | | Integrate key performance metrics in our AIP and LTIP relating to safety, environmental stewardship and sustainability, and customer experience | | | 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 | | | Tie equity and cash-based incentive compensation to a clawback policy | | | Include a non-compete clause in our executive retirement plans | | | Consider shareholder feedback, including results of prior years’ Say on Pay votes | | | Require two triggers for the payment of most change in control benefits |

  83. Our Compensation Practices and Policies

    | | Allow payout of AIP awards or performance grants greater than 200% of target | | | Offer long-term or indefinite employment agreements to our executive officers | | | 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 | | | 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 | | | Offer excessive change in control severance benefits | | | Provide excise tax gross-ups in change in control agreements for new officers (first elected after February 1, 2013) |

  84. 2023 Compensation Highlights

    | 2023 Annual Incentive Plan funded at 96% due to below-target consolidated operating EPS performance | 2021 Performance Grant paid at 51.2% of target primarily due to missed relative TSR goal | 100% of the CEO’s 2023 long-term incentive awards were performance-based The CEO declined a payment for his 2021 long-term performance award |

  85. 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, subject to individual and companywide considerations discussed under Compensation Philosophy and Individual Factors in Setting Compensation. Considering these factors, the CTD Committee approved the following base salary increases, effective March 1, 2023: 3.5% for Ms. Leopold and Messrs. Baine and Stoddard, 8.3% for Mr. Ridge and 8.2% for Mr. Brown to recognize their continued contributions to Dominion Energy’s success and, relative to Messrs. Ridge and Brown, to better align their salaries with companies in the Compensation Peer Group (see The Compensation Peer Group for listing of our peer companies). Mr. Blue did not receive a base salary increase for fiscal year 2023.

  86. Annual Incentive Plan

    Annual Incentive Plan The 2023 AIP is a cash-based program focused on short-term goals and is designed to:

  87. Annual Incentive Plan

    | • | Tie interests of our shareholders, customers, communities and employees closely together; |

  88. Annual Incentive Plan

    | • | Focus our workforce on company, operating group, team and individual goals that ultimately drive operational and financial results; |

  89. Annual Incentive Plan

    | • | Reward strong annual earnings performance; |

  90. Annual Incentive Plan

    | • | Reward safety, DE&I, customer service, environmental, sustainability and other operating and stewardship goal successes; |

  91. Annual Incentive Plan

    | • | Emphasize teamwork by focusing on common goals; and |

  92. Annual Incentive Plan

    | • | Provide a competitive total compensation opportunity. |

  93. Annual Incentive Plan

    For the NEOs, funding of the 2023 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. The CTD Committee calculated 2023 AIP payouts for the NEOs as follows:

  94. Annual Incentive Plan

    | * The funding level is based on consolidated operating EPS. |

  95. Annual Incentive Plan

    | ** The payout goal score is based on individual performance with only negative adjustment. |

  96. Target Award Percentage

    | Name | 2023 AIP Target Award Percentage* | | Robert M. Blue | 130% | | Steven D. Ridge | 70% | | Diane Leopold | 90% | | Carlos M. Brown | 70% | | Edward H. Baine | 70% | | Daniel G. Stoddard | 70% |

  97. 2023 AIP Metrics

    2023 AIP Metrics

  98. Funding Level

    Funding Level For NEOs, the AIP funding level is determined solely 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 originally set the 2023 AIP funding goal subject to adjustment based on final business review outcomes. The original consolidated operating EPS goal to provide for 100% AIP funding was set at a range of $3.00 – $3.40 per share, inclusive of funding (as compared to $4.10 per share for the 2022 AIP funding target). The goal for maximum funding of 200% was originally set at $3.60 consolidated operating EPS, and the funding threshold, providing for 50% funding, was set at a consolidated operating EPS of $2.80 per share, with no funding if below that threshold. The changes related to the business review that ultimately affected the consolidated operating EPS goals were the sale of our gas distribution businesses, the sale of our remaining stake in Cove Point and a change in accounting treatment of investment tax credits. As a result of these outcomes, the 2023 AIP goal was subsequently adjusted by the CTD Committee to a new range for 100% funding of $2.01 – $2.41 per share. The goal for maximum funding of 200% was adjusted to $2.61 per share, and the funding threshold, providing for 50% funding, was adjusted to $1.81 per share, with no funding if below that adjusted threshold.

  99. Funding Level

    | Payout Goals In determining the AIP payout for NEOs, the CTD Committee typically considers each NEO’s achievement of operating and stewardship goals, weighted according to each NEO’s responsibilities. In February 2023, the CTD Committee established companywide operating and stewardship goals for all employees, including the NEOs, related to safety, customers and colleagues, and the environment and sustainability. The minimum weighting for each companywide goal was 10 percentage points for all employee participants other than the CEO and Executive Vice Presidents who carried the safety goal at 10 percentage points and the other goals at five percentage points each. | | | | Highlights • Operating and stewardship goals used in determining the AIP payout for NEOs • Applicable to all NEOs • In the spirit of One Dominion Energy, our term for teamwork, all business segments shared these goals and received the same score for each category |

  100. 2023 AIP Results

    2023 AIP Results Dominion Energy’s consolidated operating earnings for the year ended December 31, 2023 were $1.66 billion, or $1.99 per share*, which fell short of the target range of $2.01 – $2.41 per share and, based on the pre-established funding range, resulted in AIP funding at 96%.

  101. 2023 AIP Results

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

  102. Payout Goal Score

    Payout Goal Score The CTD Committee evaluated performance against the pre-determined companywide operating and stewardship goals (as well as the additional goals for Messrs. Brown, Baine and Stoddard) in determining the AIP payout for NEOs.

  103. Payout Goal Score

    | Safety Fully Achieved | • We achieved a companywide LD/RD rate of 0.22, the company’s lowest rate on record. Although our SIF rate was above target, when combined with the achievement of the LD/RD goal, full points were met. • We achieved a companywide OSHA recordable incident rate of 0.45, which surpassed our goal and is the second-lowest rate on record. • All business segments identified and implemented innovative solutions: • The business segments jointly with Dominion Energy Services created an online resource for safety teams to share incident reviews and discuss best practices. • Dominion Energy Services focused on mental health education of employees through mental health messages and in-person seminars. • Dominion Energy Virginia employees implemented a new electronic pre-job briefing and job observation platform. • Dominion Energy South Carolina implemented a job safety observation application to help identify safety trends and weaknesses. • Gas Distribution employees completed awareness training on human performance tools, focusing on error precursors and defenses. | | Customers & Colleagues Fully Achieved | • We achieved companywide spending of 16.9%, or $1.43 billion, with diverse suppliers, surpassing our original goal of 16.5%, and reflecting our commitment to using small, local and diverse companies for goods and services. • Over 99.5% of leaders attended workplace civility and inclusion training. • Each business segment participated in a diverse supplier showcase and over 45 supplier meetings were held with diverse suppliers and decision-makers. These meetings allowed the company to both learn about new suppliers who have not previously done business with the company and to open up new opportunities for existing suppliers. In several cases, these meetings have led to bid opportunities and ultimately purchase awards, expanding our network of diverse suppliers. • Each business segment completed one key customer journey redesign aligned with net promoter score data and implemented two or more customer experience improvements by year end. | | Environmental & Sustainability Fully Achieved | • Each business segment adopted a sustainability commitment: • Dominion Energy Services developed a team to review sustainable messaging, updated company guidance involving single-use materials and leveraged innovative technology to pilot monitoring of remote construction sites. • Dominion Energy Virginia digitized electronic inspection forms and developed a tracking process for future conversion of gas-powered equipment. • Dominion Energy South Carolina focused on reducing waste by implementing paperless billing for customers and digitizing inspection reports and safety data sheets. • Employees in the Nuclear organization established an education program on sustainability and created a dashboard to review reportable environmental events. • Employees in Gas Distribution focused on education about and advocacy for natural gas. • Root cause analyses were performed on reportable environmental events, with appropriate corrective actions determined for 92% of such events occurring prior to September 30, 2023. Tracking events and analyzing root causes enables the company to modify policies and procedures to avoid such events in the future. |

  104. Payout Goal Score

    | | Met |

  105. Payout Goal Score

    | CTD Committee Adjustments Messrs. Brown and Baine each accomplished their respective additional operating and stewardship goals. Mr. Stoddard did not achieve points for his fleet capacity factor and fleet refueling outage days goals, each weighted 5%. Based on the achievement of the safety, customers and colleagues, environmental and sustainability, and additional operating and stewardship goals, as applicable, the CTD Committee approved 100% payout scores for Messrs. Blue, Ridge, Brown, and Baine and Ms. Leopold, and 90% for Mr. Stoddard. |

  106. Final AIP Payout

    Final AIP Payout The CTD Committee calculated final 2023 AIP payouts as shown below:

  107. Final AIP Payout

    | Name | Base Salary | Target Award Percentage | Funding Level | Payout Goal Score | | Final AIP Payout | | Robert M. Blue | $1,225,000x | 130%x | 96%x | 100% | = | $1,528,800 | | Steven D. Ridge | 650,000x | 70%x | 96%x | 100% | = | 436,800 | | Diane Leopold | 933,327x | 90%x | 96%x | 100% | = | 806,395 | | Carlos M. Brown | 650,000x | 70%x | 96%x | 100% | = | 436,800 | | Edward H. Baine | 531,849x | 70%x | 96%x | 100% | = | 357,403 | | Daniel G. Stoddard* | 447,579x | 70%x | 96%x | 90% | = | 270,696 |

  108. Final AIP Payout

    | * Mr. Stoddard’s base salary shown above has been prorated due to his retirement on August 1 at 7/12 of his annual base salary as of July 31. |

  109. 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, awards have consisted of performance grants and restricted stock with time-based vesting. Performance grants can be issued as cash- or stock-based awards and 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. Similarly, we believe restricted stock serves 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.

  110. 2023 LTIP Overview

    2023 LTIP Overview In recognition of the unique conditions of the strategic business review initiated in late 2022 and shareholder feedback, the CTD Committee approved separate award parameters for the CEO’s LTIP award for 2023 compared to the awards for the other NEOs, including modifying the CEO’s award to be 100% performance-based and increasing the percentile achievement level required for at-target payouts under his underlying relative TSR performance goals. As shown in the table below, Mr. Blue’s 2023 LTIP award is comprised entirely of performance grants, 60% in the form of a cash performance grant and 40% in the form of performance-based stock. For the other NEOs, 60% of the total target value consists of performance grants, while the remaining 40% consists of restricted stock with time-based vesting.

  111. 2023 Long-Term Incentive Award Opportunities

    2023 Long-Term Incentive Award Opportunities

  112. 2023 Long-Term Incentive Award Opportunities

    | 2023 LTIP Award for Mr. Blue | 60% Cash Performance Grant Three-year vesting period, subject to three performance goals: • 50% weighting: Three-year (2023 – 2025) relative TSR, with 65th percentile achievement required for target payout • 40% weighting: Two-year (2024 – 2025) relative TSR, with 65th percentile achievement required for target payout • 10% weighting: Non-Carbon Emitting Generation Capacity | 40% Performance-Based Stock Three-year performance period based on three-year (2023 – 2025) relative TSR (100% weighting), with 65th percentile achievement required for target payout | | 2023 LTIP Award for Other NEOs | 60% Performance Grant Three-year vesting period, subject to three performance goals: • 50% weighting: Three-year (2023 – 2025) relative TSR, with 50th percentile achievement required for target payout, modified by relative P/E ratio, if earned • 40% weighting: Two-year (2024 – 2025) relative TSR, with 50th percentile achievement required for target payout • 10% weighting: Non-Carbon Emitting Generation Capacity | 40% Restricted Stock Three-year cliff vesting based solely on time |

  113. 2023 Long-Term Incentive Award Opportunities

    | 2024 LTIP Awards. For 2024 LTIP awards, the CTD Committee increased the performance portion of the award from 60% to 70%, replaced the cash performance grant with performance share units and approved the elimination of the opportunity to earn a portion of the payout based on relative P/E ratio for all officers. In addition, it anticipates replacing the two-year relative TSR metric with another three-year strategic measure determined in connection with the conclusion of the business review. The grant for Mr. Blue will continue to require relative TSR performance at the 65th percentile for at-target payouts under each award. |

  114. Target Values for the 2023 LTIP Awards

    Target Values for the 2023 LTIP Awards The CTD Committee approves long-term incentive awards in January each year. In setting long-term award levels for each NEO, the CTD Committee applies the concepts and individual factors discussed under Individual Factors in Setting Compensation. In January 2023, the CTD Committee approved a $1,090,000 increase for Mr. Ridge, a $250,000 increase for Mr. Brown and a $150,000 increase for Mr. Baine to increase their at-risk compensation and further align their compensation with the market median. No changes were made to Messrs. Blue’s or Stoddard’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 long-term incentive target awards. The 2023 LTIP target awards for each of the NEOs were as follows:

  115. Target Values for the 2023 LTIP Awards

    | Name | 2023 Target Performance Grant | 2023 Restricted Stock Grant | 2023 Total Target Long-Term Incentive Award | | Robert M. Blue* | $8,300,000 | $0 | $8,300,000 | | Steven D. Ridge | 810,000 | 540,000 | 1,350,000 | | Diane Leopold | 1,200,000 | 800,000 | 2,000,000 | | Carlos M. Brown | 600,000 | 400,000 | 1,000,000 | | Edward H. Baine | 390,000 | 260,000 | 650,000 | | Daniel G. Stoddard | 900,000 | 600,000 | 1,500,000 |

  116. Target Values for the 2023 LTIP Awards

    | * Mr. Blue did not receive restricted stock as part of his 2023 LTIP award. Instead, his 2023 LTIP award consisted entirely of performance grants, with 60% of the total target value ($4,980,000) in the form of a cash performance grant and 40% of the total target value ($3,320,000) in the form of performance-based stock. See below under Mr. Blue’s 2023 Long-Term Incentive Award Opportunities below for further details. |

  117. 2023 Performance Grants

    2023 Performance Grants In January 2023, the CTD Committee approved cash performance grants for the NEOs (other than Mr. Ridge, who received a performance-based stock grant as described below), effective February 10, 2023 (2023 Performance Grants). The performance period commenced on January 1, 2023 and will end on December 31, 2025. The 2023 Performance Grants are denominated as a target dollar value (in the case of cash-based grants) or target number of shares of our common stock (in the case of stock-based grants), with potential payouts ranging from 0% to 200% of the target based on Dominion Energy’s three-year (2023 – 2025) TSR relative to the companies in the 2023 Compensation Peer Group (50%) modified by relative P/E ratio performance (excluding CEO), if earned; Dominion Energy’s two-year (2024 – 2025) TSR relative to the companies in the 2023 Compensation Peer Group (40%); and Non-Carbon Emitting Generation Capacity (NCGC) Performance (10%). As originally approved by the CTD Committee in January 2023, only 50% of performance goals were set for the 2023 Performance Grants, based on the achievement of a three-year relative TSR metric, modified by relative P/E ratio performance (excluding CEO). As a result of the ongoing business review, the CTD Committee did not initially set goals for the remaining 50% of the 2023 Performance Grants, which in the prior year had consisted of a cumulative operating EPS goal (40%) and NCGC Performance (10%). The intent was to set the remaining goals for the 2023 Performance Grants when there was additional clarity on the company’s long-term financial strategy. While the business review remained ongoing throughout 2023, the CTD Committee preferred to set all goals for the 2023 Performance Grants by year-end 2023. Therefore, in December 2023, the CTD Committee approved the remaining goals for the 2023 Performance Grants – relative TSR over a two-year performance period beginning January 1, 2024 and ending December 31, 2025 (40%) and NCGC Performance (10%). The period of 2024 – 2025 was selected for this additional relative TSR metric instead of 2023 – 2025 because 2023 was substantially complete by December. In the 2024 LTIP, the CTD Committee expects to replace the two-year relative TSR metric with another three-year strategic metric determined in connection with the conclusion of the business review. As a result of these changes, 90% of the 2023 Performance Grants measure the company’s relative TSR (50% measuring three-year TSR from 2023 – 2025 and 40% measuring two-year TSR from 2024 – 2025). In addition, for our CEO, 94% of his total 2023 LTIP award is tied to relative TSR, when the performance-based stock grant that comprises 40% of his total 2023 LTIP award is taken into account. Three-Year Relative TSR (50% weighting). The three-year (2023 – 2025) relative TSR targets and corresponding payout scores for the 2023 Performance Grants for NEOs other than the CEO are as follows:

  118. 2023 Performance Grants

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

  119. 2023 Performance Grants

    | * Relative TSR weighting is interpolated between the top and bottom of the percentages within a quartile. |

  120. 2023 Performance Grants

    The members of the Compensation Peer Group used to measure performance under the 2023 Performance Grants are listed below under The Compensation Peer Group. For NEOs other than the CEO, a portion of the 2023 Performance Grants may be earned based on the company’s relative P/E ratio for the performance period, to reward strong P/E ratio performance relative to the company’s peers. Specifically, and regardless of the company’s relative TSR, the following P/E ratio modifier may be earned:

  121. 2023 Performance Grants

    | (i) if the company’s P/E ratio is at or above the 50th percentile but lower than the top third of the Compensation Peer Group, then an additional 25% will be added to the relative TSR goal achievement percentage; or |

  122. 2023 Performance Grants

    | (ii) if the company’s P/E ratio is at or above the top third of the Compensation Peer Group, then an additional 50% will be added to the relative TSR goal achievement percentage, provided that the aggregate relative TSR goal achievement percentage may not exceed 250% and the overall percentage payment under the entire performance grant may not exceed 200% of the target amount. |

  123. 2023 Performance Grants

    For this purpose, P/E ratio is 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 earnings per share for the year following the end of the performance period) reported as of the last day of the performance period. The CTD Committee may reduce or eliminate payment of the relative P/E ratio modifier in its sole discretion. Two-Year Relative TSR (40% weighting). The two-year (2024 – 2025) relative TSR targets and corresponding payout scores for the 2023 Performance Grants for all NEOs other than the CEO are as follows:

  124. 2023 Performance Grants

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

  125. 2023 Performance Grants

    | * Relative TSR weighting is interpolated between the top and bottom of the percentages within a quartile. |

  126. 2023 Performance Grants

    The members of the Compensation Peer Group used to measure performance under the 2023 Performance Grants are listed below under The Compensation Peer Group. The relative P/E ratio modifier does not apply to the two-year relative TSR performance goal. NCGC Performance (10% weighting). The NCGC Performance goal measures the company’s wind, solar, nuclear and conventional hydro generation capacity as a percentage of its total generation capacity (Non-Carbon Emitting Generation Capacity Percentage). The company’s Non-Carbon Emitting Generation Capacity Percentage is determined as of the last day of the performance period and is calculated as follows:

  127. Form of Performance Grant Award

    Form of Performance Grant Award Because officers are expected to retain ownership of shares upon vesting of restricted stock awards, as explained in Share Ownership Guidelines, the cash performance grant balances the long-term program 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 stock grants instead of a cash performance grant. The performance-based stock grants have the same performance goals and other terms as the cash-based performance grants but are denominated and paid in shares of our common stock instead of cash. Dividend equivalents are not paid on these performance-based grants. All of our NEOs (other than Mr. Ridge) had achieved more than 50% of their full targeted share ownership guidelines as of the February 10, 2023 grant date and received the 2023 Performance Grant as a cash-based grant. Mr. Ridge received his 2023 Performance Grant in the form of performance-based stock. Mr. Blue received an additional performance grant in lieu of a restricted stock grant to more closely align his compensation with long-term share price performance. The performance grant was issued as goal-based shares.

  128. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    Mr. Blue’s 2023 Long-Term Incentive Award Opportunities In February 2023, the CTD Committee approved certain modifications to Mr. Blue’s 2023 LTIP award to more closely align his compensation with long-term share price performance, consistent with the objectives of the company’s strategic business review. As modified, Mr. Blue’s 2023 LTIP award consists entirely of performance grants, 60% of the total target value ($4,980,000) in the form of a cash performance grant and 40% of the total target value ($3,320,000) in the form of performance-based stock. The cash performance grant excludes the P/E ratio modifier which eliminates his opportunity to earn a portion of the payout based on relative P/E ratio. Payout of this award will be between 0% and 200% of target. The sole performance metric for the award of performance-based stock is relative TSR over a three-year period. Payout of this award will be between 0% and 125% of target. In December 2023, the CTD Committee modified Mr. Blue’s cash performance grant further by increasing the relative TSR performance necessary for an at-target payout from the 50th percentile to the 65th percentile, thereby aligning with the performance required for an at-target payout under the award of performance-based stock. Each of the grants has a three-year performance period ending December 31, 2025. Accordingly, 100% of Mr. Blue’s 2023 LTIP award is performance-based and the percentage of the total target award value that is based on relative TSR is 94%. The following tables provide the percentile rankings for his grants. 2023 Cash Performance Grant Percentile Rankings: Three-Year Relative TSR (50% weighting). The three-year (2023 – 2025) relative TSR targets and corresponding payout scores for the 2023 cash Performance Grant for Mr. Blue are as follows:

  129. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

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

  130. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    | * Relative TSR weighting is interpolated between the top and bottom of the percentages within a quartile. |

  131. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    Two-Year Relative TSR (40% weighting). The two-year (2024 – 2025) relative TSR targets and corresponding payout scores for the 2023 cash Performance Grant for Mr. Blue are as follows:

  132. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

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

  133. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    | * Relative TSR weighting is interpolated between the top and bottom of the percentages within a quartile. |

  134. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    NCGC Performance (10% weighting). The NCGC targets and corresponding payout scores for the 2023 cash Performance Grant for Mr. Blue are as follows:

  135. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    | Non-Carbon Emitting Generation Capacity Percentage | Goal Achievement %* | | Maximum (42.8% or above) | 200% | | Target Range (36.0% - 39.5%) | 100% | | Minimum (33.3%) | 50% | | Below Minimum | 0% |

  136. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    | * NCGC Performance weighting is interpolated between the top and bottom of the percentages within a quartile. |

  137. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    2023 Performance-Based Stock Percentile Rankings: The three-year (2023 – 2025) relative TSR targets and corresponding payout scores for the 2023 performance-based stock award for Mr. Blue are as follows:

  138. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

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

  139. Mr. Blue’s 2023 Long-Term Incentive Award Opportunities

    | * Relative TSR weighting is interpolated between the top and bottom of the percentages for scores falling between the 25th and 65th percentiles or between the 65th and 75th percentiles. |

  140. 2023 Restricted Stock Grants

    2023 Restricted Stock Grants All NEOs, except for Mr. Blue, received a restricted stock grant in February 2023, based on the dollar value set forth above in the table under Target Values for the 2023 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 10, 2023. Each of these grants cliff vests in three years on February 1, 2026. Dividends are paid to officers during the restricted period, and they are entitled to vote the shares, prior to vesting.

  141. 2021 Performance Grants Payout

    2021 Performance Grants Payout In January 2021, the CTD Committee approved performance grants for the NEOs (2021 Performance Grants). For NEOs other than Messrs. Ridge and Brown, the 2021 Performance Grants were made in the form of cash performance grants, effective February 16, 2021, for the three-year performance period commencing January 1, 2021 and ending December 31, 2023. Messrs. Ridge and Brown, neither of whom had achieved 50% of their requisite share ownership guidelines at the time of the grant, received their 2021 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 2024, payouts were made under the 2021 Performance Grants. The 2021 Performance Grants were based on two goals: TSR for the three-year period ending December 31, 2023, relative to the companies in the Compensation Peer Group as of the February 16, 2021 grant date, as adjusted for mergers and other similar events occurring during the performance period (weighted 50%), and return on invested capital (ROIC) for the same three-year period (weighted 50%). The members of the Compensation Peer Group used to measure performance under the 2021 Performance Grants were as follows:

  142. 2021 Performance Grants Payout

    | • | Ameren Corporation |

  143. 2021 Performance Grants Payout

    | • | American Electric Power Company, Inc. |

  144. 2021 Performance Grants Payout

    | • | CenterPoint Energy, Inc. |

  145. 2021 Performance Grants Payout

    | • | CMS Energy Corporation |

  146. 2021 Performance Grants Payout

    | • | Consolidated Edison, Inc. |

  147. 2021 Performance Grants Payout

    | • | Duke Energy Corporation |

  148. 2021 Performance Grants Payout

    | • | Edison International |

  149. 2021 Performance Grants Payout

    | • | Entergy Corporation |

  150. 2021 Performance Grants Payout

    | • | Eversource Energy |

  151. 2021 Performance Grants Payout

    | • | Exelon Corporation |

  152. 2021 Performance Grants Payout

    | • | FirstEnergy Corp. |

  153. 2021 Performance Grants Payout

    | • | NextEra Energy, Inc. |

  154. 2021 Performance Grants Payout

    | • | NiSource Inc. |

  155. 2021 Performance Grants Payout

    | • | Public Service Enterprise Group Incorporated |

  156. 2021 Performance Grants Payout

    | • | The Southern Company |

  157. 2021 Performance Grants Payout

    | • | WEC Energy Group |

  158. 2021 Performance Grants Payout

    | • | Xcel Energy Inc. |

  159. 2021 Performance Grants Payout

    Relative TSR (50% weighting). The relative TSR targets and corresponding payout scores for the 2021 Performance Grants were as follows:

  160. 2021 Performance Grants Payout

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

  161. 2021 Performance Grants Payout

    | * TSR weighting is interpolated between the top and bottom of the percentages within a quartile. |

  162. 2021 Performance Grants Payout

    The 2021 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 2021 – 2023 period was the lowest in the peer group, which produced a relative TSR goal achievement percentage of 0%. Dominion Energy’s P/E ratio of 14.97 for the three-year performance period was in the 52.9th percentile of the Compensation Peer Group, resulting in 25 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 earnings per share for the year following the end of the performance period) reported as of the last day of the performance period. ROIC (50% weighting). We designed our ROIC goals for the 2021 Performance Grants to provide 100% payout if the company achieved an ROIC of 6.55% over the three-year performance period. The ROIC performance targets and corresponding payout scores for the 2021 Performance Grants were as follows:

  163. 2021 Performance Grants Payout

    | ROIC Performance | Goal Achievement %* | | 7.22% and above | 200% | | 6.71% | 125% | | 6.55% | 100% | | 6.22% | 50% | | Below 6.22% | 0% |

  164. 2021 Performance Grants Payout

    | * ROIC percentage payout is interpolated between the top and bottom of the percentages for any range. |

  165. 2021 Performance Grants Payout

    Actual ROIC performance for the 2021 – 2023 period was 6.40%, which produced a ROIC goal achievement percentage of 77.3%: ROIC for this purpose was defined as the company’s total return divided by average invested capital for the performance period, with total return defined as the company’s consolidated operating earnings plus its after-tax interest and related charges and average invested capital (the average balances for long-term and short-term debt plus preferred equity plus common shareholders’ equity). Based on the achievement of the TSR and ROIC performance goals (including the P/E ratio modifier), the CTD Committee approved a 51.2% payout for the 2021 Performance Grants, determined as follows:

  166. 2021 Performance Grants Payout

    | Measure | Goal Weight % | | Goal Achievement % | | Payout % | | TSR with P/E Ratio modifier | 50% | × | 25% | = | 12.5% | | ROIC | 50% | × | 77.3% | = | 38.7% | | | Combined Overall Performance Score 51.2% | | | | |

  167. 2021 Performance Grants Payout

    At Mr. Blue’s request, the CTD Committee exercised negative discretion to lower Mr. Blue’s 2021 payout to $0. The resulting payout amounts for the NEOs, other than Messrs. Ridge and Brown, for the cash-based 2021 Performance Grants are shown below:

  168. 2021 Performance Grants Payout

    | Name | 2021 Performance Grant Target Award | | Overall Performance Score | | Calculated Performance Grant Payout | | Robert M. Blue | $3,250,000 | × | 51.2% | = | $0 | | Diane Leopold | 1,000,000 | × | 51.2% | = | 512,000 | | Edward H. Baine | 250,000 | × | 51.2% | = | 128,000 | | Daniel G. Stoddard* | 642,857 | × | 51.2% | = | 329,143 |

  169. 2021 Performance Grants Payout

    | * Mr. Stoddard retired on August 1, 2023. His 2021 performance grant award was prorated based on the number of months worked during the performance period. |

  170. 2021 Performance Grants Payout

    The corresponding payouts for Messrs. Ridge and Brown’s stock-based 2021 Performance Grant were as follows:

  171. 2021 Performance Grants Payout

    | Name | 2021 Performance-Based Stock Target Award (# of Shares) | | Overall Performance Score | | Calculated Performance- Based Stock Award Payout (# of Shares) | | Steven D. Ridge | 1,477 | × | 51.2% | = | 756 | | Carlos M. Brown | 4,218 | × | 51.2% | = | 2,159 |

  172. 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 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.

  173. Our Process

    Our Process The CTD Committee is responsible for reviewing and approving NEO compensation and our overall executive compensation program. Each year, the CTD Committee reviews a comprehensive analysis of the executive compensation program, including the elements of each NEO’s compensation, with input from senior management and the CTD Committee’s independent compensation consultant. As part of its assessment, the CTD Committee reviews the performance of the CEO and other executive officers, reviews succession planning for the company’s senior officers, reviews executive officer share ownership guidelines and compliance and establishes compensation programs designed to achieve Dominion Energy’s objectives. 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.

  174. 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 2023 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 2023, the Compensation Peer Group was unchanged from 2022. Dominion Energy’s 2023 Compensation Peer Group was composed of the following companies:

  175. The Compensation Peer Group

    | • | Ameren Corporation |

  176. The Compensation Peer Group

    | • | American Electric Power Company, Inc. |

  177. The Compensation Peer Group

    | • | CenterPoint Energy, Inc. |

  178. The Compensation Peer Group

    | • | CMS Energy Corporation |

  179. The Compensation Peer Group

    | • | Consolidated Edison, Inc. |

  180. The Compensation Peer Group

    | • | Duke Energy Corporation |

  181. The Compensation Peer Group

    | • | Edison International |

  182. The Compensation Peer Group

    | • | Entergy Corporation |

  183. The Compensation Peer Group

    | • | Eversource Energy |

  184. The Compensation Peer Group

    | • | Exelon Corporation |

  185. The Compensation Peer Group

    | • | FirstEnergy Corp. |

  186. The Compensation Peer Group

    | • | NextEra Energy, Inc. |

  187. The Compensation Peer Group

    | • | NiSource Inc. |

  188. The Compensation Peer Group

    | • | Public Service Enterprise Group Incorporated |

  189. The Compensation Peer Group

    | • | The Southern Company |

  190. The Compensation Peer Group

    | • | WEC Energy Group, Inc. |

  191. The Compensation Peer Group

    | • | Xcel Energy Inc. |

  192. 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, 2023, Dominion Energy ranked 5th in market capitalization, 4th in assets and 8th in revenues, as reported by Bloomberg. For purposes of the 2023 Performance Grants, 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.

  193. 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.

  194. Annual Compensation Risk Review

    | • | Performance metrics used for short-term and long-term incentive programs and the relation of such incentives to the objectives of the company; |

  195. Annual Compensation Risk Review

    | • | Whether the performance measurement periods for short-term and long-term incentive compensation are appropriate; and |

  196. Annual Compensation Risk Review

    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.

  197. 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. In addition, we include information related to Mr. Stoddard, who would have been among our three other most highly compensated officers had he still been serving as an executive officer at the end of 2023. The following highlights some of the disclosures contained in this table.

  198. Summary Compensation Table – An Overview

    | • | Salary. The amounts in this column are the base salaries earned by the NEOs for the years indicated. |

  199. Summary Compensation Table – An Overview

    | • | 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. |

  200. Summary Compensation Table – An Overview

    | • | 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. |

  201. Summary Compensation Table – An Overview

    | • | 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. |

  202. Summary Compensation Table – An Overview

    | • | 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. |

  203. Summary Compensation Table – An Overview

    | • | 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. |

  204. 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, 2023, 2022 and 2021 as well as the grant date fair value of stock awards and changes in pension value.

  205. 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) | Total | | Robert M. Blue Chair, President and Chief Executive Officer | 2023 | $1,225,000 | | $2,084,904 | $1,528,800 | $1,250,219 | $189,912 | $6,278,835 | | | 2022 | 1,225,000 | | 3,320,036 | 2,023,514 | 10,107 | 216,328 | 6,794,985 | | | 2021 | 1,225,000 | | 3,250,001 | 2,288,232 | 1,235,648 | 162,202 | 8,161,083 | | Steven D. Ridge Senior Vice President and Chief Financial Officer | 2023 | 641,667 | | 1,033,958 | 436,800 | 3,621 | 204,776 | 2,320,822 | | | 2022 | 331,137 | $375,000 | 610,096 | 423,696 | 5,604 | 125,915 | 1,871,448 | | Diane Leopold Executive Vice President, Chief Operating Officer and President – Contracted Energy | 2023 | 928,066 | | 800,038 | 1,318,394 | 1,184,938 | 101,700 | 4,333,136 | | | 2022 | 897,388 | | 800,070 | 1,235,731 | 0 | 90,276 | 3,023,465 | | | 2021 | 871,250 | | 1,000,017 | 1,474,478 | 1,150,204 | 79,824 | 4,575,773 | | Carlos M. Brown Senior Vice President, Chief Legal Officer and General Counsel | 2023 | 641,748 | | 400,049 | 436,800 | 367,930 | 39,987 | 1,886,514 | | | 2022 | 591,392 | | 300,016 | 424,042 | 0 | 51,862 | 1,367,312 | | | 2021 | 543,250 | | 600,052 | 455,919 | 233,664 | 52,188 | 1,885,073 | | Edward H. Baine President – Dominion Energy Virginia | 2023 | 528,852 | | 260,011 | 485,403 | 600,260 | 38,583 | 1,913,109 | | Daniel G. Stoddard Former Senior Vice President, Chief Nuclear Officer and President – Contracted Assets | 2023 | 443,254 | | 600,044 | 599,839 | 442,568 | 89,968 | 2,175,673 | | | 2022 | 737,732 | | 600,033 | 825,455 | 244,639 | 51,988 | 2,459,847 | | | 2021 | 708,834 | | 750,066 | 863,763 | 500,180 | 58,214 | 2,881,057 |

  206. Summary Compensation Table

    | (1) Effective March 1, 2023, the NEOs received the following base salary increases: Mr. Ridge: 8.3%; Ms. Leopold: 3.5%; Mr. Brown: 8.2%; Mr. Baine: 3.5%; and Mr. Stoddard: 3.5%. Mr. Blue did not receive a base salary increase. |

  207. Summary Compensation Table

    | (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. |

  208. Summary Compensation Table

    | (3) The amounts in this column reflect the grant date fair value of stock 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 2023 Annual Report on Form 10-K for more information on the valuation of stock-based awards, the Grants of Plan-Based Awards table for stock awards granted in 2023, and the Outstanding Equity Awards at Fiscal Year-End table for a listing of all outstanding equity awards as of December 31, 2023. For Mr. Blue, the award granted in 2023 consisted solely of a performance-based stock award valued at the grant date fair value based on the probable outcome of the performance conditions as of the grant date. For Mr. Ridge, the awards granted in 2023 include a performance-based stock award 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 amount reported in this column for Mr. Blue would have included an additional $2,065,109 and for Mr. Ridge would have included an additional $852,149. |

  209. Summary Compensation Table

    | (4) The 2023 amounts in this column include the payout under Dominion Energy’s 2023 AIP for each of the NEOs and under the 2021 Performance Grants for each of the NEOs other than Messrs. Ridge and Brown, who received their 2021 Performance Grants in the form of performance-based stock. All the NEOs received 96% funding of their 2023 AIP target awards. All the NEOs received 100% payout scores for accomplishments of their goals except for Mr. Stoddard, who received 90%. The 2023 AIP payout amounts were as follows: Mr. Blue: $1,528,800; Mr. Ridge: $436,800; Ms. Leopold: $806,394; Mr. Brown: $436,800; Mr. Baine: $357,403 and Mr. Stoddard: $270,696. See CD&A for additional information on the 2023 AIP and the Grants of Plan-Based Awards table for the range of each NEO’s potential award under the 2023 AIP. The 2021 Performance Grants were issued on January 31, 2021, and the payout amounts were determined based on achievement of performance goals for the performance period ended December 31, 2023. Payouts could range from 0% to 200%. Based on goal achievement, the actual payout was 51.2% of the target amount. However, at Mr. Blue’s request, the CTD Committee exercised negative discretion for his 2021 Performance Grant payout, lowering his payout amount to $0. Therefore, the 2021 Performance Grant payout amounts were as follows: Mr. Blue: $0; Ms. Leopold: $512,000; Mr. Baine: $128,000, and Mr. Stoddard: $329,143. See 2021 Performance Grant Payout in the CD&A for additional information on the 2021 Performance Grants. The 2022 amounts reflect both the 2022 AIP and the 2020 performance grant payouts, and the 2021 amounts reflect both the 2021 AIP and 2019 performance grant payouts. Mr. Stoddard, who retired on August 1, 2023, received prorated payouts of his 2023 AIP and 2021 Performance Grant. |

  210. Summary Compensation Table

    | (5) 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 decreased from 5.65% used as of December 31, 2022 to a discount rate of 5.37% used as of December 31, 2023. The increase in present value attributed solely to the change in discount rate was as follows: Mr. Blue: $156,871; Mr. Ridge: $133; Ms. Leopold: $176,683; Mr. Brown: $69,182; Mr. Baine: $119,568; and Mr. Stoddard: $34,014. |

  211. Summary Compensation Table

    | (6) All Other Compensation amounts for 2023 are as follows: |

  212. Summary Compensation Table

    | Name | Executive Perquisites(a) | Life Insurance Premiums | 401(k) Plan Match / Nonelective(b) | Company Match Above IRS Limits(c) | Relocation Benefits(d) | Accrued Vacation Payable Upon Retirement(e) | Total All Other Compensation | | Robert M. Blue | $70,298 | $83,046 | $9,718 | $26,850 | $0 | $0 | $189,912 | | Steven D. Ridge | 0 | 8,861 | 33,000 | 31,166 | 131,749 | 0 | 204,776 | | Diane Leopold | 16,817 | 51,718 | 9,123 | 24,042 | 0 | 0 | 101,700 | | Carlos M. Brown | 10,915 | 10,054 | 9,666 | 9,352 | 0 | 0 | 39,987 | | Edward H. Baine | 9,134 | 8,295 | 13,200 | 7,954 | 0 | 0 | 38,583 | | Daniel G. Stoddard | 5,500 | 26,392 | 9,673 | 3,398 | 0 | 45,005 | 89,968 |

  213. 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 amounts in this column include personal use of the corporate aircraft. The value of the personal use of the aircraft for Mr. Blue during 2023 was $70,298. 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 more than 96% of the use of the corporate aircraft is for business purposes. |

  214. Summary Compensation Table

    | (b) Employees hired before 2008 (including Messrs. Blue, Brown, Baine, and Stoddard 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. |

  215. Summary Compensation Table

    | (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. |

  216. Summary Compensation Table

    | (d) Includes the aggregate incremental cost to the company of certain relocation services, including home-buying decision counseling services, home marketing and selling assistance and home finding assistance, as well as allowances to cover miscellaneous expenses related to relocation, reimbursement of closing costs and a gross-up for taxable benefits ($38,009), provided to Mr. Ridge in connection with his relocation back to Virginia. |

  217. Summary Compensation Table

    | (e) For Mr. Stoddard, the amount shown represents the payout of $43,529 for his accrued unused 2023 vacation days and $1,476 for unused personal holiday hours that were paid upon his retirement from the company. |

  218. 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, 2023.

  219. Grants of Plan-Based Awards

    | Name | Grant Date(1) | Grant Approval Date(1) | 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 or Units (#) | Grant Date Fair Value of Stock and Options Award ($)(1)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert M. Blue | | | | | | | | | | | | 2023 Annual Incentive Plan(2) | | | $796,250 | $1,592,500 | $3,185,000 | | | | | | | 2023 Cash Performance Grant(3)(6) | | | 0 | 4,980,000 | 9,960,000 | | | | | | | 2023 Performance-Based Stock Grant(5)(7) | 2/10/2023 | 2/9/2023 | | | | 0 | 55,761 | 69,701 | | 2,084,904 | | Steven D. Ridge | | | | | | | | | | | | 2023 Annual Incentive Plan(2) | | | 227,500 | 455,000 | 910,000 | | | | | | | 2023 Performance-Based Stock Grant(5) | 12/13/2023 | 12/13/2023 | | | | 1,701 | 13,605 | 27,210 | | 493,930 | | 2023 Restricted Stock Grant(4) | 2/10/2023 | 1/26/2023 | | | | | | | 9,070 | 540,028 | | Diane Leopold | | | | | | | | | | | | 2023 Annual Incentive Plan(2) | | | 419,997 | 839,994 | 1,679,988 | | | | | | | 2023 Cash Performance Grant(3) | | | 150,000 | 1,200,000 | 2,400,000 | | | | | | | 2023 Restricted Stock Grant(4) | 2/10/2023 | 1/26/2023 | | | | | | | 13,437 | 800,038 | | Carlos M. Brown | | | | | | | | | | | | 2023 Annual Incentive Plan(2) | | | 227,500 | 455,000 | 910,000 | | | | | | | 2023 Cash Performance Grant(3) | | | 75,000 | 600,000 | 1,200,000 | | | | | | | 2023 Restricted Stock Grant(4) | 2/10/2023 | 1/26/2023 | | | | | | | 6,719 | 400,049 | | Edward H. Baine | | | | | | | | | | | | 2023 Annual Incentive Plan(2) | | | 186,147 | 372,294 | 744,588 | | | | | | | 2023 Cash Performance Grant(3) | | | 48,750 | 390,000 | 780,000 | | | | | | | 2023 Restricted Stock Grant(4) | 2/10/2023 | 1/26/2023 | | | | | | | 4,367 | 260,011 | | Daniel G. Stoddard | | | | | | | | | | | | 2023 Annual Incentive Plan(2) | | | 268,547 | 537,094 | 1,074,188 | | | | | | | 2023 Cash Performance Grant(3) | | | 112,500 | 900,000 | 1,800,000 | | | | | | | 2023 Restricted Stock Grant(4) | 2/10/2023 | 1/26/2023 | | | | | | | 10,078 | 600,044 |

  220. Grants of Plan-Based Awards

    | (1) On January 26, 2023, the CTD Committee approved the 2023 long-term incentive compensation awards for our officers, which consisted of a restricted stock grant and a cash performance grant for NEOs other than Mr. Ridge, who received a performance-based stock grant in lieu of a cash performance grant. On February 9, 2023, the CTD Committee approved an additional award of performance-based stock for Mr. Blue in lieu of a restricted stock award. The 2023 restricted stock and performance-based stock awards were issued on February 10, 2023. 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 10, 2023, restricted stock grant was $59.54 per share, which was Dominion Energy’s closing stock price on the grant date. |

  221. Grants of Plan-Based Awards

    | (2) Amounts represent the range of potential payouts under the 2023 AIP. Actual amounts paid under the 2023 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 2023 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. |

  222. Grants of Plan-Based Awards

    | (3) Cash performance grants were awarded on February 1, 2023. Amounts represent the range of potential payouts under the 2023 Performance Grants of our 2023 LTIP. Payouts can range from 0% to 200% of the target award. Threshold represents achievement of the threshold relative P/E ratio performance adder for the three-year TSR component of the awards without achievement of any other goals, which would result in a payout equal to 12.5% of target for all of our NEOs except for Mr. Blue, whose award does not contain the relative P/E ratio performance modifier. Awards will be paid by March 15, 2026 depending on the achievement of performance goals for the three-year period ending December 31, 2025. The amount earned will depend on the level of achievement of three performance metrics: three-year (2023 – 2025) relative TSR—50%, two-year (2024 – 2025) relative TSR—40% and NCGC Performance—10%. Relative TSR measures Dominion Energy’s share performance for the three-year and two-year periods, as applicable, relative to the TSR of the companies in the Compensation Peer Group on the grant date. The NCGC goal measures the company’s wind, solar, nuclear and conventional hydro generation capacity as a percentage of its total generation capacity. There are additional opportunities to earn a portion of the awards based on our relative P/E ratio performance for all NEOs except for Mr. Blue. See the 2023 Performance Grants section of the CD&A. |

  223. Grants of Plan-Based Awards

    The performance grant is forfeited in its entirety if an officer voluntarily terminates employment or is terminated with cause before the vesting date. The grant has 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, the performance grant is vested in its entirety and payout of the performance grant will occur as soon as administratively feasible following the change in control date 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.

  224. Grants of Plan-Based Awards

    | (4) 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 2023 restricted stock grant fully vests on February 1, 2026. 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. |

  225. Grants of Plan-Based Awards

    | (5) For Mr. Ridge, the 2023 performance-based stock grants have the same performance goals and other terms and conditions as the 2023 cash performance grants (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 2023 performance-based stock grant. The grant-date value of performance-based stock awards is based on the probable outcome of the performance conditions as of the grant date. |

  226. Grants of Plan-Based Awards

    | (6) Mr. Blue’s 2023 cash performance grant has the same performance goals and other terms and conditions as the 2023 cash performance grants described in footnote 3 above, but was amended by the CTD Committee on (i) February 9, 2023 to remove the P/E ratio modifier, thereby eliminating the opportunity for Mr. Blue to earn a portion of the payout based on relative P/E ratio, and (ii) December 13, 2023 to increase the relative TSR performance necessary for an at-target payout from the 50th percentile to the 65th percentile, thereby aligning with the performance required for an at-target payout under the award of performance-based stock. See the Mr. Blue’s 2023 Long-Term Incentive Award Opportunities section of the CD&A for further details. |

  227. Grants of Plan-Based Awards

    | (7) Mr. Blue’s 2023 performance-based stock grant has the same terms and conditions as the 2023 performance-based stock grants described in footnote 5 above but is 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 2023 Long-Term Incentive Award Opportunities section of the CD&A for further details. |

  228. 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, 2023. There were no unexercised or unexercisable option awards outstanding for any of our NEOs as of December 31, 2023.

  229. 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 | 45,691(2) | $2,147,477 | | | | | 42,472(3) | 1,996,184 | | | | | | | 55,761(8) | $2,620,767 | | Steven D. Ridge | 1,477(2) | 69,419 | 756(5) | 35,532 | | | 1,331(3) | 62,557 | 1,996(7) | 93,812 | | | 3,865(6) | 181,655 | 13,605(9) | 639,435 | | | 9,070(4) | 426,290 | | | | Diane Leopold | 14,059(2) | 660,773 | | | | | 10,235(3) | 481,045 | | | | | 13,437(4) | 631,539 | | | | Carlos M. Brown | 4,218(2) | 198,246 | 2,159(5) | 101,473 | | | 3,838(3) | 180,386 | | | | | 6,719(4) | 315,793 | | | | Edward H. Baine | 3,515(2) | 165,205 | | | | | 2,559(3) | 120,273 | | | | | 4,367(4) | 205,249 | | |

  230. Outstanding Equity Awards at Fiscal Year-End

    | (1) The market value is based on closing stock price of $47.00 on December 29, 2023. |

  231. Outstanding Equity Awards at Fiscal Year-End

    | (2) Shares vested on February 1, 2024. |

  232. Outstanding Equity Awards at Fiscal Year-End

    | (3) Shares scheduled to vest on February 1, 2025. |

  233. Outstanding Equity Awards at Fiscal Year-End

    | (4) Shares scheduled to vest on February 1, 2026. |

  234. Outstanding Equity Awards at Fiscal Year-End

    | (5) Performance-based shares issued in lieu of cash award under 2021 Performance Grants earned and vested on January 26, 2024. |

  235. Outstanding Equity Awards at Fiscal Year-End

    | (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 scheduled to vest on December 1, 2024 and 1,933 shares scheduled to vest on December 1, 2025, subject to Mr. Ridge’s continued employment. |

  236. Outstanding Equity Awards at Fiscal Year-End

    | (7) Performance-based shares issued in lieu of cash award under 2022 Performance Grants, reported at target. Shares scheduled to vest on February 1, 2025, subject to achievement of performance goals. |

  237. Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  238. Outstanding Equity Awards at Fiscal Year-End

    | (9) 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. |

  239. 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, 2023, on vested restricted stock and performance-based stock awards. There are no outstanding stock options and there were no option exercises by NEOs in 2023.

  240. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Robert M. Blue | 28,499 | $1,795,054 | | Steven D. Ridge | 3,658 | 198,731 | | Diane Leopold | 24,321 | 1,300,133 | | Carlos M. Brown | 2,899(1) | 182,927 | | Edward H. Baine | 2,494 | 157,371 | | Daniel G. Stoddard | 23,003 | 1,296,985 |

  241. Option Exercises and Stock Vested

    | (1) Mr. Brown elected to defer 100% of his 2020 goal-based shares, which totaled 1,208 shares and had a fair market value of $75,440. |

  242. 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, 2023, 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.

  243. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($)(3) | | Robert M. Blue | Pension Plan – Traditional Pension Formula | 18.50 | $1,158,804 | | | | Benefit Restoration Plan | 18.50 | 4,005,597 | | | | Frozen Executive Supplemental Retirement Plan | 14.25 | 3,762,769 | | | Steven D. Ridge(4) | Pension Plan – Cash Balance Formula | 8.16 | 66,220 | | | Diane Leopold | Pension Plan – Traditional Pension Formula | 28.16 | 1,912,249 | | | | Benefit Restoration Plan | 28.16 | 4,331,337 | | | | Frozen Executive Supplemental Retirement Plan | 23.91 | 3,734,965 | | | Carlos. M. Brown | Pension Plan – Traditional Pension Formula | 16.16 | 754,487 | | | | Benefit Restoration Plan | 16.16 | 745,955 | | | Edward H. Baine | Pension Plan – Traditional Pension Formula | 28.00 | 1,349,083 | | | | Benefit Restoration Plan | 28.00 | 926,777 | | | | Frozen Executive Supplemental Retirement Plan | 23.75 | 767,723 | | | Daniel G. Stoddard | Pension Plan – Traditional Pension Formula | 17.08 | 1,302,741 | $145,261 | | | Benefit Restoration Plan | 17.08 | 2,314,444 | | | | Frozen Executive Supplemental Retirement Plan | 13.25 | 2,553,761 | |

  244. 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, 2023 (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. Mr. Ridge elected to participate solely in the 401(k) plan as of May 1, 2022; his cash balance benefit will continue to receive interest credit, but he will not accrue any additional service credit. Mr. Stoddard’s accruals in the Pension Plan stopped as of July 31, 2023 with his retirement on August 1. |

  245. Pension Benefits

    | (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 below. |

  246. Pension Benefits

    | (3) Reflects payments paid to Mr. Stoddard from the Pension Plan during 2023, of which, $115,941 represents his payout from his special retirement account (as described below under Traditional Pension Formula) and $29,320 represents his cumulative monthly pension payout from August through December. |

  247. Pension Benefits

    | (4) 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. |

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

    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 (3.55% in 2023). 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%.

  249. 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, 2023 benefit calculations shown in the Pension Benefits table include a discount rate of 5.37% to determine the present value of the future benefit obligations for the Pension Plan and BRP and a lump sum interest rate of 4.62% 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 2023, a 2.62% 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%.

  250. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  251. 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 | — | 15,583 | 1,369 | — | 18,258 | | Diane Leopold | — | — | — | — | — | | Carlos M. Brown | — | 83,653 | (40,319) | — | 182,004 | | Edward H. Baine | 27,839 | 22,414 | 20,515 | — | 151,422 | | Daniel G. Stoddard | — | — | 37,943 | — | 298,444 |

  252. Nonqualified Deferred Compensation

    | (1) 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. |

  253. Nonqualified Deferred Compensation

    | (2) Of the amounts reported in this column, $18,258 for Mr. Ridge, $182,004 for Mr. Brown, $151,422 for Mr. Baine and $298,444 for Mr. Stoddard have previously been reported as compensation to the NEO in the Summary Compensation Table for the last completed fiscal year or previous years. |

  254. Nonqualified Deferred Compensation

    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:

  255. Nonqualified Deferred Compensation

    | Dominion Energy, Inc. - Short Term Investment Fund | 5.23% | Target Retirement Income 2025 Trust Plus | 14.57% | | Intermediate Bond Fund | 6.37% | Target Retirement Income 2030 Trust Plus | 16.06% | | S&P 500 Index Fund | 26.28% | Target Retirement Income 2035 Trust Plus | 17.22% | | Small/Mid Cap Equity Index Fund | 25.08% | Target Retirement Income 2040 Trust Plus | 18.4% | | International Equity Fund | 15.71% | Target Retirement Income 2045 Trust Plus | 19.55% | | Target Retirement Income Trust Plus | 10.72% | Target Retirement Income 2050 Trust Plus | 20.26% | | Small Cap Equity | 8.44% | Target Retirement Income 2055 Trust Plus | 20.24% | | International Equity Index | 15.51% | Target Retirement Income 2060 Trust Plus | 20.24% | | Target Retirement Income 2020 Trust Plus | 12.56% | Target Retirement Income 2065 Trust Plus | 20.24% |

  256. 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 2014 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 ($330,000 for 2023). The DCP is administered by Dominion Energy Services, Inc.

  257. 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.

  258. 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 (other than Mr. Stoddard) if their employment had been terminated, or constructively terminated, as of December 31, 2023. 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.

  259. 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 | $3,584,925 | $8,911,342 | $0 | $0 | $0 | $0 | $12,496,267 | | Death / Disability | 0 | 3,584,925 | 8,911,342 | 0 | 0 | 0 | 0 | 12,496,267 | | Change in Control(4) | 3,375,533 | 558,736 | 6,919,425 | 8,936,571 | 516,735 | 25,000 | 9,206,823 | 29,538,823 | | Steven D. Ridge(3) | | | | | | | | | | Termination without Cause | 0 | 445,278 | 331,961 | 0 | 0 | 0 | 0 | 777,239 | | Termination with Cause/ Voluntary Termination | 0 | 0 | | 0 | 0 | 0 | 0 | 0 | | Death / Disability | 0 | 445,278 | 331,961 | 0 | 0 | 0 | 0 | 777,239 | | Change in Control(4) | 0 | 294,643 | 470,705 | 3,315,000 | 44,305 | 25,000 | 0 | 4,149,653 | | Diane Leopold(3) | | | | | | | | | | Retirement | 0 | 1,142,664 | 2,165,714 | 0 | 0 | 0 | 0 | 3,308,378 | | Death / Disability | 0 | 1,142,664 | 2,165,714 | 0 | 0 | 0 | 0 | 3,308,378 | | Change in Control(4) | 2,292,325 | 630,693 | 1,234,286 | 5,620,290 | 360,634 | 25,000 | 3,820,087 | 13,983,315 | | Carlos M. Brown(3) | | | | | | | | | | Termination without Cause | 0 | 404,435 | 682,532 | 0 | 0 | 0 | 0 | 1,086,967 | | Termination with Cause/ Voluntary Termination | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Death / Disability | 0 | 404,435 | 682,532 | 0 | 0 | 0 | 0 | 1,086,967 | | Change in Control(4) | 624,051 | 289,990 | 565,714 | 3,317,757 | 50,271 | 25,000 | 0 | 4,872,783 | | Edward H. Baine(3) | | | | | | | | | | Termination without Cause | 0 | 313,490 | 569,714 | 0 | 0 | 0 | 0 | 883,204 | | Termination with Cause/ Voluntary Termination | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Death / Disability | 0 | 313,490 | 569,714 | 0 | 0 | 0 | 0 | 883,204 | | Change in Control(4) | 2,352,414 | 177,237 | 370,286 | 2,845,539 | 41,474 | 25,000 | 2,604,280 | 8,416,230 | | Daniel G. Stoddard(5) | | | | | | | | | | Retirement | 0 | 748,204 | 329,143 | 0 | 26,392 | 0 | 0 | 1,103,739 |

  260. Incremental Payments Upon Termination or Change in Control

    | (1) Grants made in 2021, 2022 and 2023 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 $47.00 on December 29, 2023. |

  261. Incremental Payments Upon Termination or Change in Control

    | (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, 2023, 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. |

  262. Incremental Payments Upon Termination or Change in Control

    | (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, Mr. Baine would reach the early retirement age of 55. Messrs. Ridge and Brown even with the additional five years of age credit would not reach the early retirement age of 55. |

  263. Incremental Payments Upon Termination or Change in Control

    | (4) Change in control amounts assume that a change in control and a termination or constructive termination takes place on December 31, 2023. 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. |

  264. Incremental Payments Upon Termination or Change in Control

    | (5) Mr. Stoddard was not eligible to receive any payments or benefits in the event of a termination on December 31, 2023, since he retired from the company on August 1, 2023. However, as a result of his retirement, Mr. Stoddard was eligible to receive the following: a payout of his accrued nonqualified plan benefits as outlined in the Pension Benefits table on page 68 which is payable in February 2024; prorated payouts of his 2021, 2022 and 2023 restricted stock and performance grant awards (pro-rated 2021 performance grant and 2021, 2022 and 2023 restricted stock grants paid out as shown above; the remaining 2022 and 2023 performance grants will be paid according to schedule); and coverage through the Dominion Energy retiree medical and life insurance programs, as described in the above table. |

  265. 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 2023 annual total compensation of $6,278,835 as reflected in the “Total” column of the Summary Compensation Table. Our median employee’s annual total compensation for 2023 was $112,683. 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 56:1. We identified our median employee for 2023 from our employee population as of December 31, 2023. On that date we had approximately 17,838 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, 2023 through December 31, 2023. Using this methodology, we identified the median employee from the sampled group and calculated annual total compensation for that employee for 2023 using the same methodology we used for our NEOs as set forth in the Summary Compensation Table on page 64. 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.

  266. Pay versus Performance

    Pay versus Performance In this section, we are providing 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 four 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.

  267. Pay vs. Performance Table

    Pay vs. Performance Table

  268. Pay vs. Performance Table

    | | | | | | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) | Average Compensation Actually Paid to Non-CEO NEOs (3)(6) ($) | 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) ($) | | | Total Shareholder Return (4) ($) | Peer Group Total Shareholder Return (4) ($) | Net Income ($) (5) (in millions) | Operating Earnings Per Share (5) ($) | | 2023 | 6,278,835 | 2,851,310 | N/A | N/A | 2,525,850 | 1,690,381 | 67 | 112 | 1,994 | 1.99 | | 2022 | 6,794,985 | 5,095,318 | N/A | N/A | 2,042,074 | 1,260,497 | 83 | 120 | 1,321 | 3.06 | | 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 |

  269. 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 2020–2023. Mr. Blue became CEO on October 1, 2020. See footnote 6 below for additional information on how CAP is calculated. |

  270. Pay vs. Performance Table

    | (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. |

  271. Pay vs. Performance Table

    | (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 2023, our non-CEO NEOs were Messrs. Ridge, Brown, Baine and Stoddard; and Ms. Leopold. For 2022, our non-CEO NEOs were Messrs. Ridge, Stoddard, Brown and 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. |

  272. Pay vs. Performance Table

    | (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 2023 in the table, assuming reinvestment of dividends. The peer group TSR is represented by the S&P 500 Utilities Index. |

  273. Pay vs. Performance Table

    | (5) See Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP) in Appendix A. |

  274. Pay vs. Performance Table

    | (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: |

  275. 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) ($) | CAP ($) | | 2023 | CEO | 6,278,835 | 1,250,219 | 2,084,904 | 276,663 | (369,065) | 2,851,310 | | | Other NEOs | 2,525,850 | 519,863 | 618,820 | 108,993 | 194,221 | 1,690,381 |

  276. 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: |

  277. Pay vs. Performance Table

    | Year | Executives | Pension Service Cost Adjustment ($) | Prior Service Cost Adjustment ($) | Pension Valuation Adjustment ($) | | 2023 | CEO | 276,663 | 0 | 276,663 | | | Other NEOs | 108,993 | 0 | 108,993 |

  278. 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: |

  279. 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 ($) | | 2023 | CEO | 616,159 | (1,262,494) | — | 41,875 | — | 235,395 | (369,065) | | | Other NEOs | 407,679 | (143,927) | 17,573 | (74,192) | (68,617) | 55,705 | 194,221 |

  280. Pay vs. Performance Table

    76 DOMINION ENERGY | 2024 PROXY STATEMENT

  281. 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 (Total Shareholder Return, Peer Group Total Shareholder Return, Net Income, and Operating EPS).

  282. Beneficial Ownership as of March 7, 2024(1)

    | (2) Includes shares in trust under the Non-Employee Directors Compensation Plan for which a director has voting rights and officer deferred shares held in the DCP. |