DCUE Dominion Energy Inc Corporation

Item 1 – Election of Directors

Our Board of Directors has nominated 13 directors for election at the 2020 Annual Meeting to hold office until the next annual meeting or until their respective successors have been duly elected or appointed and qualified. All of the nominees are currently directors, and all were elected by shareholders at the 2019 Annual Meeting. Each nominee has agreed to be named in this Proxy Statement and to serve as director for another term, if elected.

All of our directors are elected annually by a majority of votes cast unless there is a contested election, in which case the election is by plurality vote. In an uncontested election, a director who does not receive a majority of votes cast will submit a letter of resignation promptly to the Board. Upon advice from our Compensation, Governance and Nominating (CGN) Committee, the Board will determine, within 90 days following certification of the results, whether or not to accept such resignation.

Our Board selected the 13 nominees based on their diverse mix of skills, experiences and perspectives. They are able to provide quality advice and counsel to Dominion Energy’s management and to 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. They are collegial, thoughtful, responsible and intelligent leaders who are also diverse in terms of age, gender, ethnicity, professional experience and geographic location. 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. Since 2013, the Board has added seven new directors, bringing industry experience, insights, new perspectives and diversity that complement the attributes, skills and experience of the current Board members at the time of each of those additions.

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

James A. Bennett

Thomas F. Farrell, II

John W. Harris

Ronald W. Jibson

Mark J. Kington

Joseph M. Rigby

Pamela J. Royal, M.D.

Robert H. Spilman, Jr.

Corporate Governance

Refreshing the Board and Nominating Directors

The CGN Committee recognizes that a Board with diverse skills, experiences and perspectives helps encourage critical thinking and innovative, strategic discussions, which in turn contributes to the continued success of the company. In evaluating a director candidate, the CGN Committee considers, among other things:

Once a potential candidate has been identified, the CGN 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 New York Stock Exchange (NYSE). The Board then typically meets with the candidates in small and large groups of directors and in informal and formal settings to allow for personal interaction and assessment. Both the CGN Committee and the Board meet in executive sessions to discuss the qualifications of the director candidate before the CGN Committee makes a final recommendation to the Board.

When considering director candidates and the current and future composition of the Board, the CGN Committee and the Board consider how each candidate’s background, experiences, skills and/or prior board and committee service will contribute to and complement the existing Board.

DIRECTOR ATTRIBUTES AND EXPERIENCE

The Board seeks a mix of directors with qualities that result in a well-rounded, diverse Board that thinks critically and also functions effectively by reaching informed decisions. Our directors have a diversity of experience and a variety of skills, education, qualifications and viewpoints that strengthen the Board’s ability to carry out its oversight role of the company.

The table below is a summary of the range of attributes and experiences that each director brings to our Board. Because it is a summary, it is not intended to be a complete description of all of the skills and attributes that each of our Board members possesses.

Additional information about each director’s background, business experience and other matters, as well as a description of how each individual’s experience qualifies him or her to serve as a director of the company is provided under the heading Item 1 – Election of Directors beginning on page 9.

Age

59

58

72

65

58

72

66

60

63

57

63

60

71

Tenure (years)

1

9

6

15

1

20

3

14

3

7

10

3

7

Gender

M

F

M

M

M

M

M

M

M

F

M

F

M

Leadership

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Industry

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Financial or Accounting

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Corporate Governance

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Risk Oversight and Management

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Government, Public Policy or Legal

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Human Capital/Talent Management

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Innovation and Technology

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Environmental

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Customer Satisfaction and/or Service

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bennett dragas ellis farrell hagood arris jibson kington rigby royal spilman story szymanczyk

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 the Bylaws. For additional information, see Shareholder Director Nominations for Inclusion in the 2021 Proxy Statement on page 83.

Director 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 has 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 CGN 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 determination is made, the basis for the Board’s determination will be explained in the company’s next proxy statement. Our independence standards are included in the appendix to our Corporate Governance Guidelines, which can be found at www.dominionenergy.com/company/governance/governance-guidelines.

Based on the NYSE’s and Dominion Energy’s independence standards, and taking into account all relevant facts and circumstances, the Board determined that the following directors are independent: Messrs. Bennett, Ellis, Hagood, Harris, Jibson, Kington, Rigby, Spilman and Szymanczyk, Dr. Royal, and Mses. Dragas and Story. The Board determined that Mr. Farrell is not independent because he currently serves as our President and CEO.

In determining the independence of Mr. Jibson, the CGN Committee considered Mr. Jibson’s former employment as Chairman, President and CEO of Questar through September 2016, before the merger of Questar with Dominion Energy. Mr. Jibson receives no additional benefits from Dominion Energy except for those he receives for his previous service as an employee of Questar. The CGN Committee also considered the employment of Mr. Jibson’s adult, financially independent son by Dominion Energy during 2019. Mr. Jibson’s son is employed as a manager of joint operations and regulatory affairs with a subsidiary of Dominion Energy and is not an executive officer of Dominion Energy or any of its subsidiaries. The CGN Committee recommended and the Board concurred that Mr. Jibson’s employment by Questar prior to the merger with Dominion Energy and the employment of Mr. Jibson’s son do not affect Mr. Jibson’s independence.

Additional Independence Requirements for the Audit Committee and CGN Committee members. Our Audit Committee and CGN Committee charters contain additional independence requirements for each committee’s members. Our Audit Committee charter prohibits committee 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 CGN Committee charter specifies that all members of the committee must meet the non-employee director requirements prescribed by SEC rules and, for purposes of administering any grandfathered performance-based awards under our executive compensation programs, the outside director requirements under Section 162(m) of the Internal Revenue Code (the Code).

Board and Committee Governance

OUR CORPORATE GOVERNANCE GUIDELINES

The Board is charged with the responsibility of overseeing the company’s management as well as the business and affairs of Dominion Energy on behalf of its shareholders. The Board and management also recognize that the interests of Dominion Energy are advanced by responsibly addressing the concerns of other constituencies, including employees, customers and the communities where Dominion Energy operates. Dominion Energy’s Corporate Governance Guidelines are intended to support the Board in its oversight role and in fulfilling its obligation to shareholders.

Our Corporate Governance Guidelines address, among other things:

Our Corporate Governance Guidelines can be found at www.dominionenergy.com/company/governance/governance-guidelines.

OUR BOARD LEADERSHIP STRUCTURE

Our Board leadership is currently structured with a Chairman (who is also our CEO), an independent Lead Director, and independent committee chairs. Our Corporate Governance Guidelines provide that the Board will determine whether to have a joint CEO and Chairman position or to separate these offices, taking into consideration succession planning, the skills and experience of the individual or individuals filling these positions and other relevant factors. The Board believes that the most effective leadership structure for Dominion Energy at this time is having Mr. Farrell serve as both CEO and Chairman of the Board, but considers the appropriateness of this structure at least annually. A combined CEO and Chairman role promotes unified leadership and direction for the company, and assists in effective execution of the company’s strategy and business plans. The Board believes Mr. Farrell provides the necessary experience and skills to lead the company in addressing (i) the energy demands of the communities where Dominion Energy does business, (ii) financial and economic issues, and (iii) current and future environmental and regulatory challenges. The Board also believes that Mr. Farrell’s insight and understanding of the material risks inherent to our business allow him to identify and raise key risks to the Board. His role as Chairman ensures that the Board and its standing committees give attention to areas of concern.

The Board believes there is no single best leadership structure that is the most effective in all circumstances and may decide to separate the positions of CEO and Chairman in the future if it deems it appropriate and in the best interests of the company and its shareholders. The Board has also adopted governance policies and practices to ensure a strong and independent Board that provides balance to the combined CEO and Chairman position, including:

ROLE OF THE LEAD DIRECTOR

The duties and responsibilities of our independent Lead Director include:

The Lead Director also leads the evaluation of the performance of our CEO, oversees the Board’s annual self-assessment, encourages and facilitates active participation by all directors, and monitors and coordinates with management on corporate governance issues and developments. The Board believes that designating a Lead Director and having a majority of independent directors provides an effective counterbalance to the combined Chairman and CEO role. Mr. Harris currently serves as the Lead Director for the Board.

Board members also have complete and open access to management, as well as our independent auditor and the CGN Committee’s independent compensation consultant.

ROLE OF THE BOARD – OVERSIGHT OF STRATEGY, RISK AND SUSTAINABILITY

Oversight of Strategy

Dominion Energy is operating in an environment of rapid change. Shifting market fundamentals, technological advances, environmental imperatives and changing customer preferences are reshaping our operations and asset portfolio. These shifts require significant Board engagement on strategy. 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, our neighbors in the communities we serve and the environment.

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

Key areas of the Board’s strategic role are its oversight of risk management, cybersecurity, and the company’s sustainability initiatives.

Oversight of Risk Management

The company and the utility industry as a whole continue to face uncertainty posed by external forces, and the interactions among risks are becoming increasingly more complex. Accordingly, appropriate enterprise risk management (ERM) processes are embedded in all critical business processes of the company and are intended to help us nimbly respond to changes in our business environment. The Board has implemented a risk governance framework designed to help the directors:

The ERM program is designed to identify operational, financial, strategic, compliance and reputational risks that could adversely affect the execution of the company’s plans or the effectiveness of its business model (or, conversely, facilitate new growth opportunities). ERM processes are used to assess the likelihood and potential impact of these risks and develop strategies to mitigate or manage such risks within the company’s risk appetite.

As provided under our Corporate Governance Guidelines and committee charters, the Board, the Audit Committee and the Finance and Risk Oversight Committee each regularly receive and discuss reports from the Chief Risk Officer and other members of management who are involved in risk management functions. In addition, the CGN Committee reviews with management an annual assessment of the overall structure of the company’s compensation program and policies to ensure consistency with the company’s risk management objectives.

To learn more about risks facing the company, you can review the risks described in Part I, “Item 1A. Risk Factors” in the 2019 Annual Report on Form 10-K. The risks described in the Form 10-K are not the only risks facing the company. Additional risks and uncertainties also may materially adversely affect the company’s business, financial condition or results of operations in future periods.

Oversight of Cybersecurity

Our Board devotes significant time and attention to data and systems protection, including cybersecurity and information security risk. Our Board and Finance and Risk Oversight Committee receive presentations and reports throughout the year on cybersecurity and information security risk from management, including the Chief Information Officer and Chief Security Officer. These presentations and reports address a broad range of topics, including updates on policies and practices, industry trends, threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

From time to time, we incorporate outside speakers for an independent view on key matters, including a security presentation to the Board from a Department of Homeland Security Deputy Under Secretary in 2019. Management works closely with key stakeholders, including regulators, government agencies, peer institutions, and industry groups, and develops and invests in talent and innovative technology in order to manage cybersecurity and information security risk.

Oversight of Sustainability

We are striving to build a clean and sustainable future for our customers, employees, shareholders and the communities in which we operate. As part of its oversight, the Board receives and discusses regular reports on sustainability matters, including those related to safety, environmental compliance, staffing diversity, innovation and technology and sustainability initiatives across the company. In 2018, the Board of Directors established a Sustainability and Corporate Responsibility (SCR) Committee to oversee the company’s approach to environmental, social, economic and reputational matters and our innovation efforts in these areas. With its meeting agenda devoted primarily to ESG matters, the SCR Committee met three times in 2019, its first full year. The meetings included reports and presentations on the company’s charitable contribution and community service program, environmental justice, ESG risk assessment, updates on carbon and methane emission reduction targets, and other ESG-related matters. Both the Chief Environmental Officer and Chief Innovation Officer also provided regular reports to the full Board and the SCR Committee.

Under the oversight of the Board and the SCR Committee, in October 2019, the company published its annual Sustainability & Corporate Responsibility Report, which sets forth our most material ESG priorities, our performance in these areas and targets for further improvement.

OUR COMMITMENT TO SUSTAINABILITY AND CORPORATE RESPONSIBILITY

Dominion Energy is transforming everything we do to build a more sustainable future for our customers, the planet and our company, while delivering sustainable, long-term growth to our shareholders. This means taking bold and innovative approaches to accomplish our long-standing priorities – being transparent, being a trusted community partner, helping those in need, and developing a workforce reflecting those we serve – while also providing affordable and reliable service while minimizing our impact on the environment.

We are embracing change and operating more sustainably than ever before. Between 2005 and 2018, we reduced carbon emissions almost 50%, which is 70% better than the most recently reported industry average. Between 2010 and 2018, the company’s methane emissions have declined by approximately 25%, the equivalent of taking over 1.3 million non-electric cars off the road or planting 103 million new trees.

Earlier this year, Dominion Energy announced its commitment to achieve net zero emissions by 2050. The goal covers reductions of carbon dioxide and methane emissions, the dominant greenhouse gases, from our electric generation and gas infrastructure operations. The net zero carbon commitment builds on our existing goal of reducing carbon emissions from our generation business by 55% by 2030. The net zero commitment also comes with two new interim goals for methane emissions reductions – 65% between 2010 and 2030 and 80% between 2010 and 2040. The strengthened commitment builds on our company’s history of environmental stewardship, while acknowledging the need to further reduce emissions consistent with the findings of the United Nations’ Intergovernmental Panel on Climate Change.

The company is deploying capital to support a more sustainable future through numerous innovative projects. In 2019, we announced plans to develop a three-phase offshore wind project – the nation’s largest – totaling 2,640 megawatts, which will be able to power 660,000 homes by 2026. We are partnering with school districts across Virginia on a nation-leading initiative to replace diesel school buses with emission-free electric school buses,

promoting cleaner and healthier communities. And we partnered with the nation’s largest pork and dairy producers to capture methane emissions from our nation’s farms and turn it into renewable natural gas to serve homes, businesses and vehicle fleets. Other initiatives include grid enhancements to facilitate the more rapid deployment of electric vehicle charging infrastructure and developing infrastructure to promote the availability and affordability of liquefied natural gas (LNG), compressed natural gas and hydrogen fuels in place of higher-carbon and higher-emitting fuels.

We are focused on the safety, development and engagement of our employees and are committed to maintaining a diverse and inclusive workplace. At Dominion Energy, the work we do can be dangerous. So our first and fundamental goal is to send every employee home safe and sound, every day. While we will not be satisfied until our incident rate reaches zero, in 2019, we made further progress toward that goal with our lowest ever companywide OSHA recordable incident rate^*.

We are increasing the workforce diversity that allows us to better serve our customers, foster innovation and position the company for long-term success. From 2015 through 2019, we raised our diverse hiring rate from 31% to 45%. We are building on that progress by stepping up our recruitment of women, minorities, people with disabilities and other diverse candidates with a multi-pronged strategy that includes new recruiting programs and hiring protocols, unconscious bias training and tools that help company leaders monitor progress on diversity goals. In 2019, we hosted our first ever “Careers in Energy” Diversity Student Conference, welcoming 125 top women and minority college students from across the United States for a multi-day introduction to our industry, our company and a summer internship recruiting event. We also make a special effort to recruit veterans. At Dominion Energy, one in five new hires is a veteran, thanks to the success of our military program, which aims to support military servicemen and women while developing our talent pipeline.

Dominion Energy and our employees care about the communities we serve. In 2019, we invested over $48 million to support community needs, and employees gave over 131,000 hours of volunteer service.

Because transparency matters to Dominion Energy and our stakeholders, we have launched innovative communication and disclosure strategies. In early 2019, we hosted our investors and stakeholders for a first-of-its-kind ESG specific investor day at the NYSE during which senior company leadership presented our detailed vision for a more sustainable future.

Our Five Core Values

 

Safety

Ethics

Excellence

Embrace Change

One Dominion Energy

Safety is our highest priority – in the workplace and in the community. The work we do can be dangerous. So our first and fundamental goal is to send every employee home safe and sound, every day. That is the only acceptable standard of performance.

Integrity, individual responsibility and accountability go hand-in-hand with bottom-line results. We cannot and will not take shortcuts to achieve our goals and fulfill our obligations to stakeholders. Ethical behavior matters, and our reputation depends on it.

We set high performance standards and are committed to continuous improvement in all areas of our business. The odds of long-term success improve when we go beyond “good” and strive for “great.” Our aim is not to be the biggest energy company, just the best.

Transformation and growth are the keys to long-term prosperity. A culture of receptivity to change and ardor for innovation propels our company forward, ensuring that our stakeholders will continue to flourish and that our best days still lie ahead.

It’s about teamwork. It is a unifying outlook that transcends organizational boundaries and focuses on our shared mission and purpose. We know that strong, sustainable performance depends on how well we support one another in executing our business plan.

INVESTOR ENGAGEMENT

Our relationship with our shareholders is an important part of our success, and we have a long tradition of engaging with our shareholders and obtaining their perspectives. In addition to investor engagements relating to finance and other business issues, our management engages with shareholders regularly on a variety of topics throughout the year to solicit input, answer questions and provide perspective on the company’s policies and practices. These engagements typically cover governance, executive compensation, environmental matters, sustainability, and other current and emerging issues that are important to our shareholders. Investor feedback from these engagements is considered by management, provided to the Board on a regular basis and reflected in enhancements to policies and practices, as appropriate. During 2019, our Corporate Secretary, Sustainability and Investor Relations teams led an integrated effort to reach out to investors representing approximately 38% of our outstanding shares and discussed a wide variety of issues. We believe that our approach to engaging openly with our investors on topics such as corporate governance, executive compensation, environmental matters, sustainability, and other current and emerging issues that are important to our shareholders provides increased accountability and transparency and ultimately drives long-term value.

2019 MEETINGS AND ATTENDANCE

As outlined in our Corporate Governance Guidelines, directors are expected to attend all Board and committee meetings. The Board met eight times in 2019. Each director serving in 2019 attended at least 75% of all Board meetings and the respective meetings of the committees on which he or she served. All of our directors then serving attended the 2019 Annual Meeting.

MEETINGS OF INDEPENDENT DIRECTORS

Executive sessions of our non-management, independent directors are held at each regularly scheduled Board meeting and are presided over by our Lead Director.

THE COMMITTEES OF THE BOARD

The Board has four standing committees, described below. The Board has adopted charters for each of these committees, which can be found at www.dominionenergy.com/company/governance/board-committees-and-charters.

The principal role, independence standards and number of meetings held during 2019 of each committee are outlined below.

EXPENSE REIMBURSEMENTS

We pay and/or reimburse directors for travel, lodging and related expenses they incur in attending Board and committee meetings and for other business-related travel. These reimbursements include the expenses incurred by directors’ spouses in accompanying the directors to two Board meetings each year. In addition, directors and their spouses may accompany the CEO or other senior executives on the corporate aircraft for both business and personal travel. We do not provide tax gross-ups on any imputed income for the directors.

DIRECTOR COMPENSATION PLANS

Non-Employee Directors Compensation Plan

Our non-employee directors are paid their annual retainers and meeting fees under this 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 at an annual rate established for the Dominion Energy Fixed Rate Fund (which was 3.63% in 2019) under Dominion Energy’s frozen Executive Deferred Compensation Plan. 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 and no such awards are outstanding.

Frozen Director Plans

On December 31, 2004, the Board froze the following director plans: Stock Compensation Plan and Stock Accumulation Plan (described in footnote (3) under the Compensation of Non-Employee Directors table above. These plans provided a means to compensate directors and allowed directors to defer receipt of that compensation, whether in cash or stock, until they ceased to be directors or reached a specified age. Under the frozen plans, dividend equivalents on prior deferrals continue to accrue and may be held in trust until distributions are made. Prior to 2005, the stock portion of a director’s retainer was paid under the Stock Compensation Plan, and directors had the option to defer receipt of that stock.

OTHER DIRECTOR BENEFITS

Charitable Contribution Program

This program was discontinued in January 2000. For directors elected before that time, Dominion Energy funded the program by purchasing life insurance policies on the directors. The one participating director (Mr. Harris) will derive no financial or tax benefits from the program because all insurance proceeds and charitable tax deductions accrue solely to Dominion Energy. Upon a participating director’s death, $500,000 will be paid in 10 annual installments to the qualifying charitable organization(s) designated by that director.

Matching Gifts Program

Dominion Energy’s philanthropic arm, the Dominion Energy Charitable Foundation, will match a director’s donations, on a one-to-one basis, to one or more 501(c)(3) organizations up to a maximum of $5,000 per year. If the donation is to an organization on whose board the director serves or for which the director volunteers more than 50 hours of work during a year, the Dominion Energy Charitable Foundation will match the donation on a two-to-one basis, up to the $5,000 maximum. This benefit is also available to all Dominion Energy employees.

Securities Ownership

Within four years of his or her election to the Board, each non-employee director is expected to acquire and hold the lesser of 12,000 shares of Dominion Energy common stock or an amount of shares equal in value to five times the annual cash and stock retainer combined. Our CEO is expected to hold the lesser of 145,000 shares or shares with a value of eight times his salary, and executive vice presidents are expected to hold the lesser of 35,000 shares or shares with a value of five times their salary. Each of our non-employee directors who have been members of the Board for at least four years, our CEO and our executive officers who have been executive officers for at least two years have met their share ownership requirements.

ANTI-HEDGING AND PLEDGING POLICY

Our directors, officers and other employees, and their designees, are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that hedge or offset, or that are designed to hedge or offset, any decrease in the market value of shares of our common stock or other equity securities granted to them as compensation or otherwise held, directly or indirectly, by them. Our directors and officers are also prohibited from using margin accounts and pledging shares as collateral.

The following table sets forth, as of February 28, 2020, the number of shares of our common stock beneficially owned by each of our directors, NEOs, and by all directors and executive officers as a group.