D DEF 14A Report ended March 28, 2025

c

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

CHECK THE APPROPRIATE BOX:

DOMINION ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on May 7, 2025:

Dominion Energy’s Notice of Annual Meeting, 2025 Proxy Statement, 2024 Annual Report and 2024 Annual Report on
Form 10-K are available on our website at investors.dominionenergy.com/proxy.

Human Capital Management

Every day we depend on our approximately 14,700 1 Dominion Energy colleagues to provide reliable, affordable and increasingly clean energy. To sustain that valuable workforce, we focus on attracting talent, developing our employees and future leaders and providing an environment that is safe and supportive.

Awards and Recognitions

Our dedication to excellence in innovation, leadership and workplace engagement is regularly recognized.

1 As of December 31, 2024.

2 Except when restricted by any collective bargaining agreements.

Ages as of March 1, 2025

Director Nominees

The Board attribute matrix below highlights the mix of key skills, qualifications, attributes and experiences that each director nominee brings to our Board. Nominees developed competencies in these skills through education, direct experience and oversight responsibilities. The Board believes that Dominion Energy directors should possess these skills, qualifications, attributes and experiences to provide oversight in line with our mission, core values and strategic plans. Because the matrix is a summary, it is not intended to be a complete description of all the key skills, qualifications, attributes and experiences of each director.

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

Experience

Mr. Bennett has served as Executive Director of External Affairs for First-Citizens Bank & Trust Company (First Citizens) in Columbia, South Carolina since January 2024, having previously served as South Region Mid-South Area Executive from January 2015 to January 2024, in addition to other leadership roles with First Citizens. Before joining First Citizens, Mr. Bennett became the youngest bank president in South Carolina when he was named President of Victory Savings Bank in 1989.

Mr. Bennett has been actively involved with the Columbia Urban League for more than 35 years, serving previously as League Chairman, and is a former chairman of the board of Claflin University, a private, historically black university located in Orangeburg, South Carolina. Mr. Bennett currently serves on the Executive Committee of the Midlands Business Leadership Group and as a member of the University of South Carolina Educational Foundation and Development Foundation. He is a member of the board of directors of Blue Cross Blue Shield of South Carolina and former chair of the South Carolina Bankers Association.

Mr. Bennett received his undergraduate degree from the University of South Carolina and is a graduate of the South Carolina Bankers School.

Qualifications, Attributes and Skills

Mr. Bennett has extensive leadership and talent management skills from his management and operating responsibilities in the banking industry, which helps our Board with strategic planning and with its oversight of the company’s efforts to develop and retain a talented workforce.

He has financial and risk management expertise and familiarity with public policy and customer service concerns from his work in the regulated financial services sector, developing the skills needed to oversee the company’s financial needs and risk management.

He has demonstrated a commitment to the community and non-profit organizations within South Carolina, fostering connections with our customers.

Through his tenure on the board of directors of SCANA Corporation (SCANA), Mr. Bennett has relevant corporate governance and public company board experience, assisting our Board with transparency, accountability and effectiveness.

Experience

Mr. Blue has served as Chair of the Board of Dominion Energy since April 2021 and as President and Chief Executive Officer since October 2020, having previously served as Executive Vice President and Co-Chief Operating Officer from December 2019 through September 2020. He served as Executive Vice President and President & Chief Executive Officer – Power Delivery Group from May 2017 through November 2019, and in various Senior Vice President roles prior to that. Mr. Blue has also served as a director for Dominion Energy Virginia and Dominion Energy South Carolina, both wholly-owned operating subsidiaries of Dominion Energy, since November 2018 and October 2020, respectively.

Prior to joining Dominion Energy in 2005, Mr. Blue served as Counselor and Director of Policy for the Governor of Virginia.

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

Mr. Blue received his undergraduate degree and Master of Business Administration from the University of Virginia and his law degree from Yale University.

Qualifications, Attributes and Skills

Mr. Blue has in-depth knowledge of the company’s industry, business and operations, with more than 19 years of experience at Dominion Energy.

He has oversight experience of cybersecurity and technological trends, which is key in providing reliable, affordable and increasingly clean energy to our customers.

As Dominion Energy’s Chair, President and CEO, Mr. Blue has demonstrated his leadership, financial, risk management, talent management and corporate governance skills in leading the company through the execution of its strategic business review.

He possesses an understanding of the environmental, regulatory, operational, legal, governmental and public policy issues central to our core utility businesses, helping the company monitor and advocate for policy and legislative initiatives that protect our industry and our customers.

He has demonstrated a commitment to the communities we serve, fostering connections with our customers and other stakeholders.

Experience

Mr. Dabbar is a Co-founder of Bohr Quantum Technology Corp. (Bohr), which develops and deploys quantum information technologies for the emerging quantum internet, and served as the Chief Executive Officer of Bohr from 2021 to 2025. Previously, he was Under Secretary of Energy for Science for the U.S. Department of Energy (DOE) from 2017 to 2021. Prior to his role at the DOE, Mr. Dabbar was a senior investment banker at J.P. Morgan with significant transaction experience across all energy sectors. In addition, he had a senior leadership role for J.P. Morgan’s commodity trading business, including power, oil and gas. Mr. Dabbar also served as a U.S. Navy officer aboard the nuclear submarine, USS Pintado .

He is a member of the U.S. Council on Foreign Relations and served on the DOE’s Research and Technology Investment Committee and the boards of the National Science and Technology Council, the Manhattan Project National Park, the Energy Storage Grand Challenge and the DOE’s Environmental Management Board. He is also a Senior Research Scholar at Columbia University’s Center on Global Energy Policy.

Mr. Dabbar received his undergraduate degree from the U.S. Naval Academy and his Master of Business Administration from Columbia University and is a graduate of the U.S. Navy’s Nuclear Power and Engineer programs.

Qualifications, Attributes and Skills

Mr. Dabbar has substantial technology and innovation experience from his role with Bohr, assisting our Board with its oversight of the company’s efforts to ensure the security of the electric grid and prevent interruptions in service due to cyberattacks.

He has environmental and industry experience from his work in the energy sector with particular expertise in nuclear operations, a fundamental component of meeting our Net Zero commitment.

In addition, Mr. Dabbar has leadership, talent management, customer and corporate governance experience from serving as CEO of a private technology company and on the boards of AirJoule Technologies Corporation and Power & Digital Infrastructure Acquisition Corp., a special purpose acquisition company, assisting our Board with transparency, accountability and effectiveness.

He has financial and risk management experience from his time in investment banking, which helps our Board with its oversight of the company’s strategies to meet its financial targets and navigate the financial and energy markets.

He possesses legal, government and public policy experience from his roles with the U.S. government, helping our Board’s oversight of policy and legislative initiatives.

Public Company Board Experience Within the Past Five Years

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 schools, an orphanage and various other programs. He also serves on the board of Bravo Services, LLC, a consortium of 12 North American flooring companies representing over $2 billion in annual sales of floor covering and related supply products.

Mr. Hagood received both his undergraduate degree and Master of Business Administration from the University of Virginia.

Qualifications, Attributes and Skills

Mr. Hagood brings leadership, talent management, risk management and financial operations skills from his role as the CEO of SDD, which helps our Board with strategic planning, its oversight of the company’s efforts to develop and retain a talented workforce and overseeing financial reporting and internal controls.

In his role as CEO of SDD, Mr. Hagood is responsible for overseeing its corporate information technology systems and strategy, customer service operations, supply chain management and marketing as well as addressing changing consumer preferences, which increases our Board’s understanding of cybersecurity issues as well as customer and community expectations.

Through his tenure as a member of the board of directors of SCANA, Mr. Hagood also brings relevant corporate governance and public company board experience, assisting our Board with transparency, accountability and effectiveness.

Experience

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.

Qualifications, Attributes and Skills

Mr. Kington has extensive experience in information technology, investment management and corporate finance, including derivatives and capital markets, which is valuable as the Chair of the Finance Committee and helps our Board oversee the company’s financial performance, as well as navigate the energy and financial markets.

He also has regulatory and governmental expertise acquired during his tenure in the highly regulated telecommunications industry, helping our Board oversee policies and legislative initiatives.

Through his service as a managing director, Mr. Kington brings leadership, talent management, corporate governance and risk management experience, assisting our Board with its oversight of the company’s efforts to develop and retain a talented workforce and overseeing the company’s financial needs and risks.

Mr. Kington also has demonstrated a commitment to community and non-profit organizations within Virginia, fostering connections with our customers and other stakeholders.

Experience

Ms. Lovejoy has been Global Security and Resilience Practice Leader for Kyndryl Holdings, Inc. (Kyndryl), a multinational, New York Stock Exchange (NYSE) listed information technology infrastructure services company, since November 2021.

Prior to joining Kyndryl, Ms. Lovejoy served as Global Cybersecurity Leader for Ernst & Young from February 2019 to November 2021, and was the founder and Chief Executive Officer of BluVector Inc. (BluVector), an AI-powered, sense-and-respond platform, from January 2017 through January 2019. Prior to that, she held senior positions at IBM, serving as Global Chief Information Security Officer and General Manager of the company’s Security Services Division, and was charged with building end-to-end security programs for IBM’s global clients.

Ms. Lovejoy holds U.S. and EU patents in areas around risk management and was named The Consulting Report’s “Top Cybersecurity Leader of 2021,” and one of the “Top 10 Guardians of Cyberspace” by The Cyber Express in 2022.

She currently serves as a director of Radiant Logic and as a technology mentor for the Columbia University Center for Technology Management.

Ms. Lovejoy received her undergraduate degree from Lafayette College.

Qualifications, Attributes and Skills

Ms. Lovejoy is a recognized thought leader in the fields of technology, risk management, resilience, compliance and governance. Ms. Lovejoy’s cybersecurity experience is invaluable to a utility company such as Dominion Energy, which must maintain the security of the electric grid and prevent interruptions in service due to cyberattacks.

Ms. Lovejoy brings innovation and technological experience as her other roles require her to stay abreast of developing technology and public policy trends, including cyber tactics, strategies, best practices and issue resolution.

Ms. Lovejoy also has leadership, talent management, environmental, financial and risk management experience acquired through her senior roles at Kyndryl and IBM, and as founder and CEO of BluVector, assisting our Board with reviewing the company’s efforts to develop and retain a talented workforce and overseeing financial reporting and internal controls.

Experience

Mr. Rigby served as Chairman, President and Chief Executive Officer of Pepco Holdings, Inc. (PHI), an energy delivery company serving the mid-Atlantic region, from May 2009 to March 2016. Prior to that, Mr. Rigby held other executive officer positions with PHI and its subsidiaries, including chief operating officer and chief financial officer. He served as non-executive Chairman of South Jersey Industries, Inc. (South Jersey), an energy delivery company headquartered in Folsom, New Jersey, from 2020 to February 2025, including through South Jersey’s private acquisition in 2023.

The New Jersey Chapter of the National Association of Corporate Directors recognized Mr. Rigby with the Lifetime Achievement in Governance award in 2024.

Mr. Rigby served on the boards of the Edison Electric Institute, U.S. Chamber of Commerce and Rutgers University Advisory Board, among others.

He received his undergraduate degree in accounting from Rutgers University and a Master of Business Administration from Monmouth University and was a Certified Public Accountant.

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.

Public Company Board Experience Within the Past Five Years

Experience

Dr. Royal has been the owner and President of Royal Dermatology and Aesthetic Skin Care, Inc. since 1990. She is also a practicing physician.

Dr. Royal currently serves on the boards of The Valentine Museum (former chair), the Virginia Museum of Fine Arts (fiscal oversight committee chair) and the YMCA of Greater Richmond. She previously served on numerous other boards, including the local Advisory Board of Truist Bank, The Community Foundation (former chair), the Executive Committee of Venture Richmond (secretary), Bon Secours Richmond Health System, St. Christopher’s School, the United Way of Greater Richmond and Petersburg (former chair), CenterStage Foundation (former vice chair), the Greater Richmond Chamber of Commerce, J. Sargeant Reynolds Community College Foundation and the Virginia Early Childhood Foundation.

Dr. Royal received her undergraduate degree from Hampton University and her medical degree from Eastern Virginia Medical School.

Qualifications, Attributes and Skills

Dr. Royal provides leadership, management and analytical skills to our Board as a recognized leader in the business and civic community and as president of her own medical practice in her native Richmond, Virginia, where the company is headquartered.

She also brings broad experience with financial, risk management and regulatory matters, including privacy and cybersecurity technology and insurance expertise, developed through her experience running a successful business for over 30 years in the highly regulated medical industry.

Dr. Royal also has corporate governance oversight, talent management and management accountability experience through running her own business, leadership roles of numerous non-profit boards and her service on our Board.

As a business owner familiar with the local economies and the communities we serve, Dr. Royal represents a unique customer centric view on our Board and understands the critical importance of meeting customer, community and other stakeholder expectations and the value of maintaining and building our brand and reputation.

Experience

Mr. Spilman has been President and Chief Executive Officer of Bassett Furniture Industries, Incorporated (Bassett), a NASDAQ listed furniture manufacturer and distributor, since 2000. He has also served as Chairman of the Board of Bassett since 2016 and served as our independent Lead Director from 2020 to 2024.

Mr. Spilman serves on the Virginia Foundation for Independent Colleges and previously was Chairman of the Board of Directors of New College Institute. He served as a director of Harris Teeter Supermarkets, Inc. (Harris Teeter) from 2002 to 2014, including as lead director from 2012 to 2014.

Mr. Spilman received his undergraduate degree from Vanderbilt University.

Qualifications, Attributes and Skills

Mr. Spilman has knowledge of and expertise in customer expectations, brand management, product development and competitive consumer markets as CEO of a publicly traded national retailer, manufacturer and marketer of branded home furnishings.

He is familiar with talent management, information technology and environmental impact concerns associated with manufacturing and retail operations including e-commerce. Mr. Spilman provides financial, risk management, leadership and investor relations skills from his experience as the current CEO and Chair of a public company.

He also brings public company board and corporate governance experience as a former lead director of Harris Teeter and current Chairman of the Board of Bassett. This experience includes transparency, accountability and board effectiveness.

Public Company Board Experience Within the Past Five Years

Experience

Ms. Story served as President and Chief Executive Officer of American Water Works Company, Inc. (American Water), an NYSE listed company, from May 2014 to April 2020, after joining American Water as Senior Vice President and Chief Financial Officer in 2013.

Prior to American Water, Ms. Story served as Executive Vice President of Southern Company (Southern), an NYSE listed electric power generation, transmission and distribution company, from 2003 through 2013, and in other executive positions with subsidiaries of Southern, including President and CEO of Southern Company Services from January 2011 to April 2013 and President of Gulf Power Company from April 2003 through December 2010.

Ms. Story serves or has served on a number of boards, including the Bipartisan Policy Center, the NYSE Board Advisory Council, the Council of CEOs, the Moffitt Cancer Center Advisory Board, the Alliance to Save Energy and the Electric Power Research Institute Advisory Council.

Ms. Story received her undergraduate degree in Industrial Engineering from Auburn University and her Master of Business Administration from the University of Alabama.

Qualifications, Attributes and Skills

Ms. Story brings leadership, operations, strategic planning, environmental, technology, cybersecurity and financial and risk management experience from her service as the President and CEO and the CFO of an S&P 500 publicly traded, regulated utility.

She developed extensive industry experience during her career at Southern and then American Water, including her tenure as President of Gulf Power Company, where she addressed many issues also faced by Dominion Energy, including government and public policy issues, talent management, customer experience, nuclear operations, cybersecurity threats, regulatory compliance requirements, changing workforce demographics, strategic workforce planning and insurance management.

As former lead director of Raymond James Financial, Inc. (Raymond James) and director of American Water and as a current board member of Newmont Corporation and Carrier Global Corporation, Ms. Story has significant experience with public company corporate governance requirements, including transparency, accountability and board effectiveness.

Public Company Board Experience Within the Past Five Years

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.

Qualifications, Attributes and Skills

Ms. Sutherland has industry, environmental, leadership, financial, customer and talent management experience from her governmental roles and service as a chief legal officer for a Fortune 50 energy company, assisting our Board’s oversight of the company’s strategies that address energy, environmental and workforce matters.

She has in-depth risk management, legal and corporate governance knowledge from serving in legal roles in the energy industry, assisting our Board’s oversight of risk while increasing transparency, accountability and effectiveness.

Ms. Sutherland brings substantial knowledge of government and public policy matters from her roles with the U.S. government, assisting our Board’s oversight of the company’s policy and legislative initiatives.

Ms. Sutherland provides technology expertise as a Certified Information Privacy Professional, assisting our Board’s oversight of the company’s efforts to ensure the security of the electric grid and prevent interruptions in service due to cyberattacks.

She has demonstrated a commitment to the Virginia community, fostering connections with our customers.

Public Company Board Experience Within the Past Five Years

Co rporate Governance

Once a potential candidate is identified, the NGS Committee reviews the background of the candidate for potential conflicts and to determine whether the candidate would be independent under the independence standards of Dominion Energy and the NYSE. The Board then typically meets with the candidate in small and large groups of directors and in informal and formal settings to allow for personal interaction and assessment. Both the NGS Committee and the Board meet in executive sessions to discuss the qualifications of the director candidate before the NGS Committee makes a final recommendation to the Board.

As required by the company’s Corporate Governance Guidelines, the NGS Committee is charged with selecting candidates who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions as well as those of its five committees. The NGS Committee recognizes that a Board with different skills, experiences and perspectives helps encourage critical thinking and innovative, strategic discussions, which in turn contributes to the continued success of the company. Representation of different perspectives promotes the Board’s understanding of the needs and viewpoints of our investors, customers, employees, suppliers, communities and other stakeholders.

Shareholder Director Candidate Recommendations

Any shareholder wishing to recommend a director candidate for consideration by the NGS Committee should send a written statement to the Corporate Secretary, identifying the candidate and providing relevant qualifications and biographical information. The Corporate Secretary may require the candidate to provide additional information necessary for the Board to evaluate the candidate. Shareholder recommendations are reviewed on the same basis as candidates identified by or recommended to the NGS Committee.

Shareholder-Nominated Director Candidates

Dominion Energy’s Bylaws allow a shareholder, or a group of up to 20 shareholders, owning collectively 3% or more of the company’s outstanding common stock continuously for at least the previous three years, to nominate and include in the company’s proxy materials director nominees constituting up to the greater of 20% of the Board or two nominees provided that such shareholder(s) and nominee(s) satisfy the requirements set forth in Article XII of our Bylaws.

Our Bylaws also allow a shareholder to nominate persons for election as directors provided that the shareholder satisfies the requirements specified in Article XI of our Bylaws.

For additional information, see Business Proposals and Nominations by Shareholders on page 91 .

B oard and Committee Evaluations

Our Board conducts an annual evaluation designed to enhance its effectiveness and performance. Our Lead Director, together with the NGS Committee, oversees the Board’s annual evaluation process, including review of overall Board performance, the Board’s understanding of the company’s core businesses and strategy, Board and committee responsibilities, CEO and senior management succession planning, the flow of information from management and Board meeting agenda topics.

Each Board committee also conducts an annual evaluation of its effectiveness and performance. Each committee member anonymously completes a written questionnaire soliciting feedback on topics such as committee size, member expertise, responsibilities, meeting materials provided by management and performance. A compilation of the responses is reviewed and discussed by each committee in executive session and a summary of all committee assessment results is provided to the NGS Committee for its review and discussion. During 2024, the Board revised the timing of the evaluations process to spread out the review of Board and committee performance, providing directors more time to provide feedback. The NGS Committee subsequently reviewed the effectiveness of the revised evaluation process and will continue to evaluate the expanded time frame.

D irector Independence

Our Corporate Governance Guidelines and the NYSE listing standards require that the Board be composed of a majority of independent directors. To assist in assessing director independence, the Board adopted independence standards that also meet the independence requirements of the NYSE listing standards. In applying our independence standards and applicable Securities and Exchange Commission (SEC) and NYSE criteria, the Board considers all relevant facts and circumstances.

Our independence analysis also identifies certain types of commercial and charitable relationships that are immaterial and, therefore, do not affect a director’s independence. As such, these categorical relationships are not considered by the Board when determining independence, though they are reported to the NGS Committee annually. The Board may determine that a director is independent even if that director has a relationship that does not fit within these categorical standards, provided that the relationship does not violate our independence standards or NYSE independence standards. If such a decision is made, the basis for the Board’s determination will be explained in the proxy statement for our next annual meeting of shareholders. Our independence standards are included in the appendix to our Corporate Governance Guidelines. The corporate governance documents referred to in this Proxy Statement can be found on our website. See Corporate Governance Materials Available on Our Website on page 90 .

Based on the NYSE’s and Dominion Energy’s independence standards, and considering all relevant facts and circumstances, the Board affirmatively determined that the following director nominees are independent: Messrs. Bennett, Dabbar, Hagood, Kington, Rigby and Spilman, Dr. Royal and Mses. Lovejoy, Story and Sutherland. Although they retired from the Board at last year’s Annual Meeting, the Board also affirmatively determined that Messrs. Ronald W. Jibson and Michael E. Szymanczyk were independent during their service as directors from January to May 2024.

In determining the independence of Mr. Jibson, the NGS Committee considered the employment of Mr. Jibson’s adult, financially independent son by Dominion Energy. During part of 2024, Mr. Jibson’s son was employed by Dominion Energy Wexpro Services Company, a former subsidiary of Dominion Energy that was sold to Enbridge in June 2024, as a manager of joint operations and regulatory affairs. Mr. Jibson’s son was not an executive officer of Dominion Energy or any of its subsidiaries and received compensation in accordance with the company’s compensation practices applicable to employees of equivalent qualifications, experiences and responsibilities. The NGS Committee recommended to the Board and the Board determined that the employment of Mr. Jibson’s son did not affect Mr. Jibson’s independence.

Additional Independence Requirements for the Audit Committee and Compensation and Talent Development (CTD) Committee Members . Our Audit Committee charter also contains additional independence requirements, including prohibiting its members from receiving any compensation from Dominion Energy, except in their capacity as a director or committee member, or as permitted by SEC rules with respect to fixed amounts of compensation under a retirement plan for prior services. Our CTD Committee charter also requires directors who serve on the CTD Committee to satisfy the independence requirements under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (Exchange Act).

B oard Leadership Structure

Our Board regularly evaluates its leadership structure and considers alternative approaches as appropriate. The Board believes the company and its shareholders are best served by the Board retaining the flexibility to determine the appropriate leadership structure based on its assessment of company needs and circumstances, including whether the same individual should be Chair and CEO. Our Corporate Governance Guidelines provide that the Board will determine whether to combine or separate these roles, taking into consideration the needs of the company, succession planning, the skills and experience of the individual or individuals filling these positions and other relevant factors.

The Board believes there is no single best leadership structure that is the most effective in all circumstances and that a rigid leadership structure could impede the Board’s effectiveness and ability to act in the best interests of the company, its shareholders and the customers and communities we serve. The backgrounds and experiences of our directors provide the Board with broad perspectives from which to determine the leadership structure best suited for the company and the long-term interests of its shareholders.

2024 Governance Review

As part of its ongoing review of governance during 2024, the Board considered a variety of matters, including the Board’s leadership structure, the election of the Chair and independent Lead Director, the committee structure updates discussed herein, peer practices, governance trends, investor feedback, the results of Board evaluations and the voting results of the 2024 Annual Meeting at which a shareholder proposal to adopt a policy requiring the Board to have an independent chair at the next CEO transition received lower levels of support as compared to prior years.

During the review, the Board determined that the company and its shareholders continue to be best served by having Mr. Blue serve as Chair and CEO. The Board believes that a combined Chair and CEO role allows the company to effectively convey its business strategy and core values to shareholders, employees, customers and other stakeholders in a single, consistent voice. Since Mr. Blue’s election as CEO in 2020, the company has faced challenges and opportunities that required quick and nimble decision-making and steady leadership. During his tenure, the company began addressing unprecedented load growth in our service area, conducted a transparent business review, advanced the CVOW commercial project, grew our clean energy portfolio and had one of its safest years for our employees in the company’s history. His actions during this period have reaffirmed the Board’s trust in his leadership and their confidence in the combined Chair and CEO role at this time.

Independent Lead Director

Under our Corporate Governance Guidelines, the Board annually elects a Chair of the Board, and if the Chair is not independent, the independent directors of the Board will elect one of their own to serve as the Lead Director.

Our Board believes that an active, empowered independent Lead Director with well-defined duties is key to providing strong, independent leadership for the Board. The independent Lead Director’s responsibilities include:

Ms. Story currently serves as the independent Lead Director and does not chair any Board committees, which allows her to focus on her Lead Director responsibilities.

The Com mittees of the Board

The Board established five standing committees (Audit, CTD, Finance, NGS and Safety, Technology, Nuclear and Operations (Operations)) to assist it with the performance of its responsibilities. Our NGS Committee reviews the chairs and membership of each committee on an annual basis, including with respect to succession planning, and makes recommendations to the full Board. Our Board committees are composed of independent directors and are governed by charters adopted by the Board. See Corporate Governance Materials Available on Our Website on page 90 . The 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 NGS Committee. The chair of each committee develops the meeting agendas for that committee with management. After each meeting, each committee provides a full report to our Board.

Refreshed Committee Structure

Effective July 2024, the Board refreshed its committee structure following a holistic review of its committees’ responsibilities considering current governance trends, best practices and evolving regulatory requirements. As a result, the updated NGS Committee now oversees our performance as a sustainable company and responsible corporate citizen, including the company’s sustainability goals and reporting. The newly formed Operations Committee oversees the company’s significant operating segments and nuclear operations, which enables the Board to obtain further insight into the company’s operational performance, including our generation facilities and transmission and distribution program, environmental and safety matters and our cybersecurity program. The Audit Committee now oversees the implementation of policies with respect to risk assessment and risk management in addition to its responsibilities associated with compliance. The restructured Finance Committee continues to oversee the company’s financing activities and financial-related risks, including the company’s liquidity, capital structure, stock repurchase programs, energy trading activities, credit and market exposure, insurance coverage and investor relations program. The responsibility to oversee director compensation was transferred to the CTD Committee along with its existing responsibilities for the company’s human-capital management and executive compensation programs.

As part of the committee refreshment, several members of our Board were rotated to different committees to provide fresh perspectives, align their expertise with the adjusted committee responsibilities and balance time commitments among the directors.

Details about the primary role, responsibilities and number of meetings held during 2024 of each committee are provided below.

In connection with the updated committee structure, the Board disbanded the Sustainability and Corporate Responsibility (SCR) Committee effective July 2024 after reallocating its responsibilities among the other committees. At the time of its only meeting during 2024, it was chaired by Ms. Story and included Messrs. Bennett, Hagood, Jibson and Szymanczyk as the other members.

O ur Board’s Oversight Role

Shareholders elect the Board to oversee management and the long-term health and overall success of the company. In fulfilling this role, each director must exercise their good faith business judgment of the best interests of the company and its shareholders. The Board and its committees work closely with management to balance and align strategy, risk, sustainability and other areas while considering feedback from shareholders. A transparent and active dialogue between the Board and its committees and management is essential to the Board’s oversight role.

Oversight of Strategy

Oversight of the company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and involves a multilayered approach. While the Board oversees strategic planning, management is charged with developing and executing the company’s business strategy. The Board’s oversight and management’s execution of our business strategy are viewed with a long-term mindset and a focus on assessing opportunities and potential risks to the company.

The Board monitors strategy through ongoing robust and constructive engagement with management, taking into consideration the company’s key priorities, trends impacting our business and industry and regulatory developments, among other things. The Board recognizes that the true measure of its stewardship is an effective long-term growth strategy that addresses the interests of shareholders and other constituencies, including customers, employees, suppliers, neighbors in the communities we serve and the environment.

Given the iterative nature of strategy development, the Board’s oversight of strategy is ongoing and embedded in its governance activities throughout the year, including review of:

Outside regularly scheduled meetings, management provides the Board with monthly updates on key metrics and the Chair communicates with Board members regarding important opportunities and developments that could affect the company’s strategy and any other matters regarding the company’s operations that deserve the Board’s prompt attention. The Chair and the independent Lead Director also encourage informal discussion among the directors.

As part of its ongoing oversight of strategy, including meetings focused on strategy and long-term planning, the Board discusses with management the development and execution of our strategic and financial plans as well as events that may impact those plans. To enhance the Board’s understanding of the company’s future, the Board meets periodically with outside consultants and industry leaders. In 2024, the Board met with a panel of energy industry experts to discuss their perspectives on data center growth.

The Board also conducts visits to operational sites to learn more about the company’s operations, technologies and workforce. In 2024, the Board visited: