DOMINION ENERGY INC (D)
Sector: Utilities
2026 Annual Meeting Analysis
DOMINION ENERGY INC · Meeting: May 5, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Bennett has served since 2019 (7 years tenure); Dominion's 3-year price return of +23.2% is strong positive, and the gap versus the ^GSPC — S&P 500 benchmark is -39.3pp, well below the 65pp trigger threshold required for a strong-positive TSR company, so no TSR concern applies; no overboarding, attendance, or qualification issues identified.
Blue serves as Chair, President and CEO and has been a director since 2020 (5 years tenure); the 3-year price return of +23.2% is strong positive and the gap versus the ^GSPC — S&P 500 is -39.3pp, below the 65pp trigger threshold, so the TSR test does not fire; as an executive director he is subject to the same TSR test as all others and passes; no additional disqualifying flags identified.
Hagood has served since 2019 (7 years tenure); with a strong-positive absolute 3-year TSR and a gap of only -39.3pp versus the ^GSPC — S&P 500 benchmark, the 65pp trigger threshold is not met; no overboarding, attendance, or qualification concerns identified.
Kington has served since 2005 (20 years tenure); the -39.3pp gap versus the ^GSPC — S&P 500 does not reach the 65pp threshold required for a strong-positive TSR company, so no TSR trigger fires; no overboarding or attendance issues identified.
Lovejoy has served since 2022 (3 years tenure); the TSR gap of -39.3pp versus the ^GSPC — S&P 500 does not breach the 65pp threshold for a strong-positive TSR company; her cybersecurity expertise is directly relevant to Dominion's operational needs and no disqualifying flags are present.
Lyash joined the board effective June 25, 2025, giving him less than 12 months of tenure, well within the 24-month new-director exemption from the TSR trigger; his deep utility and nuclear industry expertise is directly relevant to Dominion's business.
Rigby has served since 2017 (9 years tenure); the -39.3pp gap versus the ^GSPC — S&P 500 does not reach the 65pp trigger threshold for a strong-positive TSR company; his utility industry experience and CPA background make him well-qualified, especially as Audit Committee Chair.
Royal has served since 2013 (13 years tenure); the -39.3pp gap versus the ^GSPC — S&P 500 does not breach the 65pp trigger threshold for a strong-positive TSR company; she is designated an audit committee financial expert and no other disqualifying flags are present.
Spilman has served since 2009 (16 years tenure); the -39.3pp gap versus the ^GSPC — S&P 500 does not reach the 65pp trigger threshold for a strong-positive TSR company; his public company CEO and board leadership experience is well-suited to his role as Compensation Committee Chair.
Story has served since 2017 (9 years tenure) and serves as Independent Lead Director; the -39.3pp gap versus the ^GSPC — S&P 500 does not breach the 65pp trigger threshold for a strong-positive TSR company; her utility industry CEO background is highly relevant and no disqualifying flags are present.
Sutherland has served since 2023 (2 years tenure); her tenure is right at the boundary of the 24-month exemption period, but the -39.3pp gap versus the ^GSPC — S&P 500 does not breach the 65pp trigger threshold for a strong-positive TSR company regardless; no other disqualifying flags identified.
All 11 director nominees receive a FOR vote. Dominion's absolute 3-year price return of +23.2% is in the strong-positive tier, and the company's underperformance gap versus the ^GSPC — S&P 500 benchmark of -39.3pp falls well short of the 65pp threshold required to trigger an against vote for any director. No overboarding, attendance below 75%, independence, familial relationship, or qualification concerns were identified for any nominee. Jeffrey Lyash is exempt from the TSR test as a director who joined within the past 24 months.
Say on Pay
✓ FORCEO
Robert M. Blue
Total Comp
$16,037,850
Prior Support
N/A
CEO Robert M. Blue's total compensation of $16,037,850 is broadly in line with what would be expected for the CEO of a large-cap regulated utility with a market cap of approximately $52 billion, and no benchmark breach exceeding the policy's +20% CEO threshold is identifiable from the available data. The pay mix is strongly performance-oriented — approximately 90% of the CEO's target pay is equity-based or tied to company performance, and his long-term incentive awards are 100% performance-based, with 93% tied to relative total shareholder return or cumulative operating earnings per share, satisfying the policy's requirement that at least 50-60% of pay be variable. The pay-for-performance alignment check does not trigger a No vote because the long-term incentive plan contains rigorous, measurable performance conditions including relative TSR, and the 2023-2025 performance awards appropriately paid out below target (46.5% for the CEO) reflecting Dominion's relative TSR underperformance during that period, demonstrating that the incentive structure is functioning as intended. A robust clawback policy compliant with SEC rules is in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte is a Big 4 firm appropriate for a company of Dominion's size and complexity. The proxy filing text provided does not include a complete auditor fee table with specific audit and non-audit fee figures, so the non-audit fee ratio trigger cannot be confirmed as exceeded; in the absence of confirmed data, the default vote is FOR. Auditor tenure is not disclosed in the excerpted filing text, so the tenure trigger cannot fire per policy. No material restatement attributable to audit failure was identified — the tax misstatement disclosed was assessed as immaterial and the clawback review confirmed no erroneously awarded compensation.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Shareholder Proposal – Request for the Board of Directors to Adopt a Policy for an Independent Chair
This proposal asks the board to separate the Chair and CEO roles and require an independent Chair. While independent chair structures can be beneficial, Dominion already has a governance structure that provides substantial independent oversight: only one non-independent director sits on the full board (the CEO/Chair), all five board committees are 100% independent, and an empowered Independent Lead Director (Susan Story) has broad, clearly defined authority including approving agendas, leading CEO performance reviews, presiding over all executive sessions, and engaging directly with major shareholders. The board conducts annual governance reviews and has demonstrated responsiveness to shareholder feedback by adopting proxy access and special meeting rights. Given this robust existing framework, the incremental governance benefit of mandating a separate independent chair does not clearly outweigh the company's stated need for flexibility in leadership structure, particularly during an active capital investment cycle; a FOR vote is therefore not warranted under the policy's framework for governance proposals.
Proposal 5
Shareholder Proposal – Request for a Report on ESG and DEI Goals in Executive Compensation Plans
The National Center for Public Policy Research (NCPPR) is a well-known ideologically conservative advocacy organization that routinely submits shareholder proposals designed to pressure companies to abandon ESG and DEI practices — this is a political, not fiduciary, objective. Under our policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how the request is framed, because they serve advocacy goals rather than shareholder value. Even evaluating the proposal on its merits, Dominion already provides extensive disclosure about its executive compensation metrics in the proxy statement and Sustainability & Corporate Responsibility Report, making an additional report redundant.
Proposal 6
Shareholder Proposal – Request for a Report on Additional Shareholder Engagement Channels
This proposal requests a report on whether Dominion should offer additional shareholder engagement channels beyond its existing program. Dominion already runs an extensive engagement program — in 2025 it reached out to shareholders representing approximately 52% of outstanding shares and held meetings with holders of approximately 31% of shares, covering governance, compensation, environmental matters and strategic outcomes through multiple channels including institutional meetings, proposal sponsor engagement, earnings calls, and an annual meeting with Q&A. The company's response is credible and verifiable: the proxy provides specific outreach metrics and demonstrates that past shareholder feedback has led to concrete governance improvements such as proxy access and special meeting rights. Without a credible filer (such as a major institutional investor or governance activist) and in light of the company's already robust engagement practices, the marginal benefit of an additional report does not justify a FOR vote.
Overall Assessment
Dominion Energy's 2026 annual meeting ballot is largely uncontroversial from a governance standpoint: all 11 director nominees pass the TSR test given the company's strong-positive 3-year absolute return and a gap versus the ^GSPC — S&P 500 benchmark of -39.3pp that falls well short of the 65pp trigger threshold, the Say on Pay program earns support due to its rigorous performance orientation and below-target payouts reflecting actual TSR outcomes, and the three shareholder proposals are voted against — two because the company's existing governance and engagement practices already substantially address the underlying concerns, and one because the filer (NCPPR) is an ideological conservative organization whose proposals are disqualified under policy regardless of framing.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing