D Dominion Energy Inc

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16    Dominion Energy, Inc.

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Item 1: Election of Directors

Ronald W. Jibson
Independent | Age 69				DIRECTOR SINCE: 2016
COMMITTEES ●   Finance and Risk Oversight ●   Sustainability and Corporate Responsibility		EXPERIENCE Mr. Jibson served as Chairman, President and Chief Executive Officer of Questar Corporation (Questar), a former publicly traded natural gas utility based in Salt Lake City, Utah from July 2012 to Questar’s merger with Dominion Energy in September 2016. He served as President and CEO of Questar from June 2010 to July 2012. Mr. Jibson is actively involved in Salt Lake City community and civic organizations, including the Utah State University Foundation Board and Success in Education. He served on the boards of the State of Utah Board of Regents, United Way, the Utah Symphony/Opera, the Women’s Leadership Institute and the Salt Lake Chamber. Mr. Jibson received his undergraduate degree in Civil Engineering from Utah State University and Master of Business Administration from Westminster College.		QUALIFICATIONS, ATTRIBUTES AND SKILLS ●   Mr. Jibson has in-depth knowledge of the U.S. natural gas industry, including responsibility for and extensive experience with gas transmission and distribution operations, operational safety, cybersecurity, regulatory affairs and marketing, developed during 35 years of service at Questar. ●   He provides our Board with management, leadership and analytical skills from his experience as a CEO of a public company as well as an understanding of finance and accounting matters associated with a regulated utility. ●   Due to his experience on the board of Questar, he is familiar with public company corporate governance requirements, including transparency, accountability and board effectiveness. ●   He is a known leader in the natural gas industry as demonstrated through his service as chairman of the American Gas Association in 2013. ●   He has shown a demonstrated commitment to community and non-profit organizations within Utah. PUBLIC COMPANY BOARD EXPERIENCE ●   IDACORP, Inc., an electric power generation, transmission and distribution company (since 2013)

Item 1: Election of Directors

Mark J. Kington
Independent | Age 63				DIRECTOR SINCE: 2005
COMMITTEES ●   Finance and Risk Oversight (Chair) ●   Compensation and Talent Development		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 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, that is valuable as the Chair of the Finance and Risk Oversight Committee. ●   He also has regulatory and governmental expertise acquired during his tenure in the highly regulated telecommunications industry. ●   Through his service as a managing director, Mr. Kington brings leadership and risk management experience. ●   Mr. Kington also has demonstrated a commitment to community and non-profit organizations within Virginia.

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Item 1: Election of Directors

Kristin G. Lovejoy
Independent | Age 56				DIRECTOR SINCE: 2022
COMMITTEE ●   Audit		EXPERIENCE Ms. Lovejoy has been Global Security and Resilience Practice Leader for Kyndryl Holdings, Inc. (Kyndryl), a multinational, 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. (BlueVector), 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 expert and thought leader in the fields of cybersecurity, risk, 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 cyber attacks. ●   Ms. Lovejoy brings innovation and technological experience developed through the necessary prerequisites of staying abreast of cyber tactics, strategies and issue resolution. ●   Ms. Lovejoy also has leadership, human capital management and financial and risk management experience acquired through her senior roles at Kyndryl and IBM, and as founder and CEO of BlueVector.

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Item 1: Election of Directors

Pamela J. Royal, M.D.
Independent | Age 60				DIRECTOR SINCE: 2013
COMMITTEES ●   Audit ●   Nominating and Governance (Chair)		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 Community Foundation (immediate past chair), The Valentine Museum (former chair), the Virginia Museum of Fine Arts 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 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 ●   As a recognized leader in the business and civic community in her native Richmond, Virginia, and from her experience as president of her own medical practice, Dr. Royal provides leadership, management and analytical skills to the Board. ●   She also brings broad experience with regulatory matters, including privacy and data security issues, and insurance expertise, developed through her experience running a successful business for over 20 years in a highly regulated industry. ●   From her familiarity with the local economies and the communities we serve, and as a local business owner, Dr. Royal understands the criticality of meeting customer and stakeholder expectations and the value of maintaining and building our brand and reputation.

Item 1: Election of Directors

Robert H. Spilman, Jr.
Independent Lead Director | Age 66				DIRECTOR SINCE: 2009
COMMITTEES ●   Compensation and Talent Development ●   Nominating and Governance		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. Mr. Spilman serves on the Virginia Foundation for Independent Colleges and previously was Chairman of the Board of Directors of New College Institute. He also was lead director of Harris Teeter Supermarkets, Inc. 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 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 human resources and information technology concerns associated with retail operations. Mr. Spilman provides leadership, investor relations and management skills from his experience as the current CEO and director of a public company. ●   He also brings public company board and governance experience as a former lead director of Harris Teeter Supermarkets, Inc. This experience includes transparency, accountability and board effectiveness. PUBLIC COMPANY BOARD EXPERIENCE ●   Bassett Furniture Industries, Incorporated (since 1997)

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Item 1: Election of Directors

Susan N. Story
Independent | Age 63				DIRECTOR SINCE: 2017
COMMITTEES ●   Finance and Risk Oversight ●   Nominating and Governance ●   Sustainability and Corporate Responsibility		EXPERIENCE Ms. Story served as President and Chief Executive Officer of American Water Works Company, Inc. (American Water) a New York Stock Exchange (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 New York Stock Exchange 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.		QUALIFICATIONS, ATTRIBUTES AND SKILLS ●   Ms. Story brings leadership, operations, strategic planning, environmental, cybersecurity, technological transformation, governance 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 technological advances, 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 is extremely familiar with public company corporate governance requirements, including transparency, accountability and board effectiveness. PUBLIC COMPANY BOARD EXPERIENCE ●   Carrier Global Corporation (since 2023) ●   Newmont Corporation (since 2020) ●   American Water Works Company, Inc. (2014-2020) ●   Raymond James Financial, Inc. (2008-2023)

Item 1: Election of Directors

Michael E. Szymanczyk
Independent | Age 74				DIRECTOR SINCE: 2012
COMMITTEES ●   Compensation and Talent Development (Chair) ●   Sustainability and Corporate Responsibility		EXPERIENCE Mr. Szymanczyk served as Chairman and Chief Executive Officer of Altria Group, Inc. (Altria), an NYSE listed company, from March 2008 to May 2012. He served as Chairman, President and CEO of Philip Morris USA Inc., from 2002 to 2008. Prior to that, he served in various sales and marketing roles at Philip Morris Companies, Proctor & Gamble, Inc. and Kraft, Inc. Mr. Szymanczyk previously served on the boards of Duke Realty Corporation, Virginia Commonwealth University School of Engineering Foundation, United Negro College Fund and Richmond Performing Arts Center. He also served on the Board of Trustees of the University of Richmond and the Dean’s Advisory Council for the Indiana University Kelley School of Business. Mr. Szymanczyk received his undergraduate degree from the University of Indiana.		QUALIFICATIONS, ATTRIBUTES AND SKILLS ●   Mr. Szymanczyk has leadership, problem-solving, communications, management and analytic skills gained from his experience as the CEO of a Fortune 500 public company. ●   He has expertise in complex strategic, operational, human resources, investor relations, capital markets, regulatory and compliance, litigation management, risk management, mergers and acquisitions and other matters that are critical in effective board oversight of a public company. ●   Mr. Szymanczyk brings innovation and technology experience developed through his oversight of research & development and marketing operations while COO/CEO of Philip Morris USA Inc. and later as CEO of Altria. ●   Due to his service on the Altria and Duke Realty boards of directors, he is extremely familiar with public company corporate governance requirements, including transparency, accountability and board effectiveness. PUBLIC COMPANY BOARD EXPERIENCE ●   Duke Realty Corporation (2014-2022)

Corporate Governance

	Effective Board Governance at Dominion Energy
	Board and Committee Evaluations ●   Annual Board and committee evaluations completed anonymously by each director for the Board as a whole and each committee on which the director serves. ●  One-on-one discussions between each independent director and the Lead Director. See page 27.		Board Structure ●  Clearly defined responsibilities for Board leadership. ●  All Board committees composed of independent directors.   See page 28.		Accountability ●  Robust shareholder engagement program with year-round outreach. ●  Ongoing commitment to transparency with reports and disclosures responsive to investor feedback. See page 37.
	Board Refreshment Process ●  Board composition, including current and future needs, regularly analyzed. Use of third-party consultant to assist with identifying and vetting potential candidates with the experience necessary to advise the company on its strategic plans. ●  N&G Committee 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 committees. See below.		Board Oversight ●  Board oversight of the company’s risk profile and management’s processes for assessing and managing risk, through both the whole Board and its committees. ●  Oversight of cybersecurity, sustainability and corporate responsibility and political contributions and lobbying by the Finance and Risk Oversight, SCR and Audit Committees, respectively, together with the full Board. ●  Ongoing Board oversight of management’s execution of the company’s long-term strategy. See page 33.

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Board Refreshment Process

Board composition, including current and future needs, is regularly analyzed		Candidate list is developed and refreshed, including any candidates recommended by directors, management and shareholders		Personal qualities, skills and background of potential candidates are considered. Candidates are reviewed for independence and potential conflicts		N&G Committee evaluates candidates and recommends nominees to the Board		Board evaluates the candidates, analyzes independence and potential conflicts and selects nominees

In evaluating a director candidate, the N&G Committee considers, among other things:

Once a potential candidate is identified, the N&G 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 candidates in small and large groups of directors and in informal and formal settings to allow for personal interaction and assessment. Both the N&G Committee and the Board meet in executive sessions to discuss the qualifications of the director candidate before the N&G Committee makes a final recommendation to the Board.

Commitment to Board Diversity

As required by the company’s Corporate Governance Guidelines, the N&G 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 N&G 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. Representation of gender, racial, cultural, geographic and other diverse perspectives promotes the Board’s understanding of the needs and viewpoints of our investors, customers, employees, suppliers, communities and other stakeholders. While it does not have a formal policy regarding diversity, the N&G Committee is committed to actively seeking quality women and minority candidates for consideration. Our current Board include five directors who are women and/or people of color, reflecting a Board that is 38% diverse. Two of the Board’s five committees are currently led by chairs who are diverse.

Director Candidate Recommendations

When identifying potential nominees, the N&G Committee considers candidates recommended by shareholders, current members of the Board or members of management, as well as any other well-qualified candidates who may come to the N&G Committee’s attention. The N&G Committee also utilizes an independent, third-party search firm to assist with an ongoing identification and vetting of potential candidates. Shareholder recommendations are reviewed in the same manner as candidates identified by or recommended to the N&G Committee. Any shareholder wishing to recommend a director candidate for consideration by the N&G Committee should send a written statement to the Corporate Secretary, identifying the candidate and providing relevant qualifications and biographical information.

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 Proposals and Business by Shareholders on page 101.

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Each Board committee also conducts an annual evaluation of its effectiveness and performance. Similar to the Board, 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 N&G Committee for its review and discussion.

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 N&G 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 company’s next proxy statement. 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 100.

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 directors are independent: Messrs. Bennett, Ellis, Hagood, Jibson, Kington, Rigby, Spilman and Szymanczyk, Dr. Royal and Mses. Dragas, Lovejoy and Story.

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In determining the independence of Mr. Jibson, the N&G Committee considered the employment of Mr. Jibson’s adult, financially independent son by Dominion Energy during 2022. 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 N&G Committee recommended to the Board and the Board determined that the employment of Mr. Jibson’s son does 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 requires directors who serve on the committee to satisfy the independence requirements under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (Exchange Act), as well.

Board 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.

As part of the company’s CEO succession process, the Board determined that the company and its shareholders are best served by having Mr. Blue serve as Chair and CEO. The Board believes this leadership structure provides the most effective governance framework for the company at this time. Mr. Blue is particularly well suited to lead the Board and company during our transition to Net Zero emissions across our business with his background in government and public policy as well as his experience with and deep understanding of company operations, regulatory environment, strategy and ESG issues. Given the company’s transition to being almost entirely state-regulated, his senior-level experience in state government and work with government at all levels are particularly valuable and relevant. Mr. Blue is best positioned to drive our Net Zero strategy and engage with shareholders, employees, customers and other key stakeholders on these issues. A primarily independent Board (with Mr. Blue as the only non-independent board member) and a robust Lead Director role ensures engaged, independent oversight from the Board.

While the Board determined that the combined roles of Chair and CEO under Mr. Blue is appropriate at this time, as part of its annual governance review, the Board will continue to evaluate its leadership structure, while considering the company’s specific needs and strategic objectives, as well as considering evolving industry norms and best practices.

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 diverse 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.

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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:

Mr. Spilman currently serves as the Lead Director and does not chair any Board committees, which allows Mr. Spilman to devote more of his time and attention to his Lead Director responsibilities.

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The Committees of the Board

The Board established five standing committees (the Audit, CTD, Finance and Risk Oversight, N&G and SCR Committees) to assist it with the performance of its responsibilities. Our Board elects the members of these committees and the committee chairs annually at its organizational meeting following our annual meeting of shareholders, based on the recommendations 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 100.

Information regarding the principal role, responsibilities and number of meetings held during 2022 of each committee is outlined below.

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Corporate Governance

Our Board’s Oversight Role

The Board is elected by shareholders to oversee their interests in the long-term health and overall success of the company and to oversee management. In fulfilling this role, each director must exercise their good faith business judgement 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, corporate social responsibility and other areas while considering feedback from shareholders. Essential to the Board’s oversight role is a transparent and active dialogue between the Board and its committees, and management.

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 business strategy are viewed with a long-term mindset and a focus on assessing opportunities for and potential risks to the company.

The Board oversees 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, 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:

	Oversight of the company’s long-term financial plan, which is updated in a process that dovetails with the company’s annual corporate and business segment risk assessments		Review of the company’s safety, sustainability, workforce development, DE&I and innovation initiatives		Regular updates on the company’s execution of major construction and infrastructure initiatives
	Regular public policy updates		Oversight of the company’s Net Zero strategy and progress		Oversight of the company’s Ethics & Compliance program, which is designed to reinforce the company’s strong ethical culture

As part of its ongoing oversight of strategy, including during meetings solely focused on strategy and long-term planning, the Board discusses with management the development and execution of our strategic plans as well as events that bear upon those plans.

In November 2022, Dominion Energy publicly announced a top-to-bottom business review designed to seek ways to enhance the company’s long-term value proposition. As part of the review, the company is focused on creating durable, predictable, and high-quality growth based on strong regulatory frameworks, improved financial positioning, and optimal capital allocation while maintaining the safe and reliable delivery of affordable and sustainable energy. As of the date of this Proxy Statement, the company’s business review is ongoing. Throughout the review, the Board has been, and continues to be, very engaged in the oversight of the review, receiving frequent and comprehensive updates on the progress of the review, hearing from and interacting with both financial and strategic advisors and providing input and guidance to the management team. The Board will continue to engage with management on a regular basis to oversee and support management on the execution of this important strategic initiative.

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Oversight of Risk

As noted above, the Board’s oversight of our business strategy necessarily involves its oversight of potential risks to the company. The Board oversees the company’s risk profile and management’s processes for assessing and managing risk, through both the whole Board and its committees. In performing its oversight responsibilities, the Board has implemented a risk governance framework designed to help the directors:

Understand critical risks to the company’s business and its strategic plan	Allocate responsibilities for risk oversight among the full Board and its committees	Evaluate the company’s risk management processes and whether they are functioning adequately	Facilitate open dialogue between management and directors	Foster a culture of risk awareness throughout the company

Dominion Energy has embedded robust enterprise risk management processes throughout the organization to help identify, assess and manage risk. Management seeks to mitigate and report risks pursuant to our risk-management policies. The Board and its committees regularly receive and discuss reports from members of management, including the senior risk officer and others involved in risk assessment and risk management. We identify and assess, at least annually, major risks associated with each of our key business segments. Risk assessments are also conducted at a corporate level for Dominion Energy. These assessments include a wide range of educated assumptions about what the future will look like, especially regarding external factors outside our control.

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The Board

The full Board has primary responsibility for risk oversight. Each of the Board’s committees assist the Board in fulfilling this important role by overseeing the risks in areas over which it is responsible.

Audit Committee Oversees the integrity of the company’s financial statements and other disclosures, the effectiveness of the internal control environment, the internal audit function and the independent auditor. Oversees risks related to political participation and contributions.	Compensation and Talent Development Committee Oversees risk associated with the company’s compensation program and policies, including workforce-related risks, to ensure consistency with the company’s risk management objectives.	Nominating and Governance Committee Oversees the risk related to our overall corporate governance, including board effectiveness, composition and succession planning.

Sustainability and Corporate Responsibility Committee Oversees the company’s approach to environmental, social, economic and reputational matters, including ESG practices and disclosures, philanthropy and innovation strategy and related risks.	Finance and Risk Oversight Committee Oversees financial-related risks, including liquidity, capital structure and financing activities. Oversees implementation of risk assessment and risk management policies and procedures, including regular reports from the senior risk officer. Oversees risks related to nuclear operations and physical and cybersecurity.

Management

Management has day-to-day responsibility for identifying, assessing, managing and monitoring risks by utilizing enterprise risk management processes and controls.

Oversight of Cybersecurity

Recognizing cybersecurity as a key risk for our company, 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 company’s chief information officer and chief security officer. These presentations and reports address a broad range of topics, including updates on recent cybersecurity threats and incidents across the industry, 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.

In addition, the Board receives briefings from time to time from outside experts for an independent view on cybersecurity risks, including an assessment by an independent consulting firm of management’s response in a ransomware tabletop drill. In recognition of the importance of cybersecurity, the Board elected technology and cybersecurity leader Kristin G. Lovejoy to serve as a director, effective August 1, 2022, further strengthening the Board’s expertise in security, risk management, compliance and cybersecurity oversight.

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Relative to our cybersecurity defenses and continuous improvement in securing our networks, our company has not suffered any security breaches of our enterprise digital technology in the past three years. Our cybersecurity defenses are audited regularly by South Eastern Reliability Corporation for NERC-CIP, and we annually produce system security plans pursuant to Defense/Federal Acquisition Register requirements which map information technology (IT) controls to the NIST standards and are supplied to over 20 military bases/facilities for review. Our internal auditors annually evaluate major new systems and higher-risk infrastructure, and the cybersecurity controls attending them. Additionally, we engage Accenture, a leader in assessing cybersecurity defenses, to routinely perform IT and operational technology (OT) penetration tests and vulnerability assessments, amounting to several each year. Our external-facing network perimeter is monitored by the National Security Agency, Department of Homeland Security (DHS), through its Cyber Sentry program, Raytheon, and Risk Recon, each providing ongoing monthly results. We partnered with a leading, cutting-edge dark web exploitation firm, Cyber Team Six, to safeguard the Dominion Energy domain, to defend our users from credential harvesting and social engineering schemes, and to inform and protect our employees from cyberattacks. In 2022 we engaged Dragos, a leading OT cybersecurity firm, to evaluate our generation plant configurations and to assess our rigorous internal industrial control systems minimum standards, with favorable results. Our cybersecurity team provided robust capabilities briefings to the Federal Bureau of Investigation and DHS-CISA; each agency provided positive feedback relative to our cybersecurity posture. We pressure-test our cybersecurity posture through extensive practical simulations; since the initiation of the U.S. government’s initiation of the program, we participated in all aspects of DHS’s annually administered GridEx, and, most recently, hosted a first-of-its-kind practical exercise with external federal, state, and local incident response partners.

Oversight of Sustainability and Corporate Responsibility

We are striving to build a clean and sustainable energy future for our customers, employees and shareholders, and the communities in which we operate. Consistent with the prominent role of our clean energy transition in our strategy, sustainability and corporate responsibility are key areas of Board oversight. The Board receives and discusses regular reports on sustainability and corporate responsibility matters, including those related to safety, implementation of the company’s Net Zero emission plan, environmental compliance, human capital management, innovation and technology and sustainability initiatives across the company. Our SCR Committee oversees 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 receives reports and presentations on the company’s charitable contribution and community service program, environmental justice, updates on carbon and methane emission reduction targets and other ESG-related matters. Both the company’s senior environmental officer and chief innovation officer provided regular reports to the full Board and the SCR Committee.

Under the oversight of the Board and the SCR Committee, in September 2022, the company published its annual Sustainability & Corporate Responsibility Report, which sets forth our material ESG priorities, our performance in these areas and targets for further improvement. For additional information, see Commitment to Sustainability and Corporate Responsibility beginning on page 5.

In support of effective climate governance, Dominion Energy operates an executive-level Climate Council supported by working groups and strategy teams in developing and overseeing climate-related strategy, initiatives, commitments and performance. To evaluate the alignment of our capital investments with our business strategy, including our decarbonization strategy, we have a management-level Investment Review Committee that ensures all significant proposed investments receive appropriate analysis and review of ESG and environmental justice considerations, among other factors.

Oversight of Political Contributions and Lobbying

Ethics is one of our five core values and the driver of our commitment to transparency in what we do. Our transparency of political giving is long recognized by the Center for Political Accountability (CPA), and we have been named a “trendsetter” by the CPA for transparency regarding political contributions disclosure since 2018. We have a lobbying and political contributions policy, which governs Dominion Energy’s lobbying activities, including direct, indirect and grassroots lobbying, our participation in trade associations and our political contributions. Our policy includes a prohibition on contributions to independent-only political expenditure committees in support of or in opposition to a campaign (also known as Super PACs). As a company whose operations are subject to extensive regulation throughout its multi-state service territory, Dominion Energy actively participates in political processes at local, state and national levels. Our goal is to contribute to legislative and rule-making activities affecting our business consistent with our corporate values and strategies, and to educate and inform public officials of the practical effects of public policy decisions and objectives they consider. Our efforts consistently balance several primary, related goals: to create and preserve long-term shareholder value; to ensure safe, dependable, reliable and affordable energy supplies for our customers; and to preserve and improve the natural environment consistent with our corporate commitments.

We strive to conduct our business transparently, build public trust and form lasting and mutually beneficial relationships by engaging with public officials, regulators, community and business leaders and environmental and safety agencies and advocates. In addition, we align our lobbying activities and trade association participation with our core business and our bedrock principles of environmental

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Corporate Governance

sustainability, energy reliability, customer affordability and shareholder value. On an annual basis, the Senior Vice President-Corporate Affairs reports to the Audit Committee on the company’s political and lobbying activities, expenditures and governing policies. This includes payments to trade associations and other tax-exempt organizations that may be used for political purposes.

To promote transparency of our political activity, we also publish the following information on our website: (i) all contributions to 527 tax-exempt political organizations; (ii) contributions to certain 501(c)(4) tax-exempt organizations that appear to utilize some funds for political purposes; (iii) with respect to trade associations and other tax-exempt organizations to which we contribute $50,000 or more, the portions of our payments attributable to lobbying; (iv) payments greater than $50,000 in the aggregate to national 501(c)(3) tax-exempt organizations whose predominant purpose is to provide venues for the exchange of ideas on matters of public policy; and (v) political contributions by our state and federal political action committee.

In 2022, we published a new Climate-Related Lobbying and Trade Association report, detailing the guiding principles of Dominion Energy’s approach to policy engagement, our policy engagement, our climate-related lobbying activities and associated governance and oversight practices. The report also examines the extent of climate policy alignment between Dominion Energy and trade associations of which the company was a member in 2021, that were involved in climate-related advocacy and where Dominion Energy’s financial participation was most substantial.

Shareholder Engagement

We have a year-round shareholder engagement program that allows us to better understand our shareholders’ priorities and perspectives and provides an opportunity to foster constructive dialogue. In addition to the typical investor engagement calls and presentations relating to finance and other business issues, we have a cross-functional management team that regularly engages with shareholders on a variety of topics, including governance, human capital management, executive compensation, environmental matters, sustainability and other current and emerging issues that are important to our shareholders. Board members also join shareholder engagement calls when requested. In addition, feedback from these engagements is considered by management, shared with the Board on a regular basis and reflected in enhancements to policies and practices, as appropriate. We also engaged with the proponents who submitted the shareholder proposals that were voted on at the 2022 Annual Meeting and who submitted the shareholder proposal included in this Proxy Statement to more fully understand their proposals and why they were submitted, and to help the proponents better understand our goals, business and operations.

With respect to the proposal requesting a report on the risk of natural gas stranded assets voted on at the 2022 Annual Meeting, the Board made no recommendation for or against the proposal as it believed the company had substantially implemented the proposal through its existing public disclosure, but indicated that the company would consolidate such information into one report, should shareholders believe that it is necessary. The proposal did receive a majority vote at the 2022 Annual Meeting, and in February 2023, the company issued a report consolidating its disclosure on the risk of the company’s natural gas assets becoming stranded.

Our approach to engaging openly with our shareholders provides increased accountability and transparency and ultimately drives long-term value.

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Other Governance Policies and Practices

Corporate Governance Guidelines

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 on our website. See Corporate Governance Materials Available on Our Website on page 100.

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.

As part of its review of the non-employee director compensation program for 2022, the N&G Committee considered the significant time expended by, and the skill level required of, each non-employee director in fulfilling his or her duties on the Board and each director’s role and involvement on the Board and its committees. The N&G Committee also 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 and the Board approved increasing the annual cash retainer to $117,500 from $107,500 and the Lead Director retainer to $50,000 from $35,000, effective with the 2022 Annual Meeting.

Accordingly, for 2022, our non-employee director compensation program consisted of the following:

Annual Retainer		Additional Annual Cash Retainers and Fees
		$50,000		Lead Director
		$25,000		Audit Committee and CTD Committee chairs
		$20,000		Finance and Risk Oversight Committee, N&G Committee and SCR Committee chairs
		$2,000		Excess meeting fee to each director who attends more than 25 meetings per calendar year, including Board and committee meetings, but not special education sessions*
		*  No excess meeting fees were paid in 2022.

The following table and footnotes reflect the compensation and fees received in 2022 by our non-employee directors for their services. Mr. Blue does not receive any separate compensation for service as a director.

Name		Fees Earned or Paid In Cash(1)				Stock Awards(2)				All Other Compensation(3)				Total
James A. Bennett		$	117,500			$	167,526			$	5,000			$	290,026
Helen E. Dragas			137,500				167,526				—				305,026
James O. Ellis, Jr.			142,500				167,526				—				310,026
D. Maybank Hagood			117,500				167,526				5,000				290,026
Ronald W. Jibson			117,500				167,526				—				285,026
Mark J. Kington			137,500				167,526				5,000				310,026
Kristin G. Lovejoy(4)			88,125				125,593								213,718
Joseph M. Rigby			117,500				167,526				—				285,026
Pamela J. Royal, M.D.			137,500				167,526				—				305,026
Robert H. Spilman, Jr.			167,500				167,526				—				335,026
Susan N. Story			117,500				167,526				—				285,026
Michael E. Szymanczyk			142,500				167,526				—				310,026

(1)	Mses. Lovejoy and Story and Messrs. Kington and Spilman deferred their 2022 annual cash retainer to stock unit accounts in lieu of cash. Mr. Rigby deferred 20% of his 2022 annual cash retainer to a stock unit account in lieu of cash as described under Non-Employee Directors Compensation Plan.
(2)	Each non-employee director who was elected at the 2022 Annual Meeting received an annual stock retainer valued at $167,526, which was equal to 2,044 shares, valued at $81.96 per share based on the closing price of Dominion Energy common stock on May 10, 2022. Directors may defer all or a portion of this stock retainer. (See the Security Ownership of Certain Beneficial Owners and Management table for March 3, 2023 share ownership balances.) A total of 22,484 shares of stock, in aggregate, were distributed to these directors, or to a trust account for deferrals, for their annual stock retainers. No options have been granted to directors since 2001.
(3)	All amounts in this column represent matching gift contributions made by the Dominion Energy Charitable Foundation as described under Matching Gifts Program.
(4)	Ms. Lovejoy was elected to the Board of Directors effective August 1, 2022 and was paid a prorated cash retainer of $88,125 and a prorated stock retainer valued at $125,593, which was equal to 1,532 shares, valued at $81.98 per share based on the closing price of Dominion Energy common stock on July 29, 2022.

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Compensation of Non-Employee Directors

Director Compensation Plan and Benefits

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 2022 and no such awards are outstanding.

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.

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. 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.

Non-Employee Director Stock Ownership

Within four years of their 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 retainers combined. Each of our non-employee directors who have been members of the Board for at least four years have met their share ownership requirements.

We prohibit our directors and their designees 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 are also prohibited from using margin accounts and pledging shares as collateral.

 

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Item 2: Advisory Vote on Approval of Executive Compensation (Say on Pay) Your Board of Directors recommends that you vote FOR this item.

We provide shareholders with a Say on Pay vote every year at the annual meeting of shareholders. While the vote is non-binding, the Board and the CTD Committee take the results of the vote into consideration when evaluating the executive compensation program. In connection with this proposal, the Board encourages shareholders to review, in detail, the description of the executive compensation program for our NEOs that is set forth in the CD&A section in this Proxy Statement, as well as the information contained in the compensation tables and narrative discussion in this Proxy Statement. Our executive compensation program is designed to attract, develop and retain an experienced and highly qualified executive team; motivate and reward superior performance that supports our business and strategic plans and contributes to Dominion Energy’s long-term success; and reinforce our five core values of safety, ethics, excellence, embrace change and One Dominion Energy, our term for teamwork. The guiding principle of our compensation philosophy is to link executive pay to company performance. We align the interests of our executive officers, including our NEOs, with those of our shareholders, customers, communities, and other stakeholders by making a substantial portion of pay subject to performance goals that, if achieved, are expected to increase TSR, enhance customer service and foster community well-being. For 2022, we demonstrated our commitment to our pay for performance philosophy by taking the following actions: ●  Approximately 89% of our CEO’s target pay and approximately 72% of our other NEOs’ target pay was either equity-based or tied to company performance goals. ●  We tied half of our executives’ long-term performance awards directly to how our TSR compares to that of our peers, strongly incentivizing our executive team to manage the company in the best long-term interests of our shareholders. Long-term performance awards granted in 2020 received below target payouts at 41.7%, because our 2020-2022 TSR lagged behind that of our peers. ●  We emphasize safety, DE&I and environmental stewardship and sustainability by tying a significant portion of our executive team’s annual incentive awards to the achievement of these goals. We take these goals seriously – while the company successfully achieved its 2022 financial goals (104% funding of our AIP due to above target performance for our consolidated operating EPS), we reduced our executives’ annual awards to reflect the below target performance for a companywide safety goal. In addition, in 2023, our CEO received long-term incentive awards that were 100% performance based, with 70% of the payout based on relative TSR. As reflected in the Pay versus Performance section of this Proxy Statement, we believe executive compensation program is aligned with our performance. We are asking shareholders to approve the following advisory resolution at the 2023 Annual Meeting: RESOLVED, that the compensation paid to the company’s named executive officers as described in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED on an advisory basis.

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Item 3: Advisory Vote on the Frequency of Say on Pay Your Board of Directors recommends that you vote FOR ONE YEAR.

At least once every six years we ask our shareholders, on an advisory basis, how frequently they would like to cast an advisory vote on the compensation of Dominion Energy’s NEOs as described in Item 2 above. In satisfaction of this requirement, shareholders are being asked to vote on the following advisory resolution: RESOLVED, that the shareholders of the company advise that an advisory resolution with respect to executive compensation should be presented every one, two or three years as reflected by their votes for each of these alternatives in connection with this resolution. Our shareholders last voted in 2017 for the right to cast a Say on Pay vote every year, consistent with our Board’s recommendation. This year, we are again asking shareholders to vote to indicate whether they would prefer holding an advisory vote on executive compensation every one, two or three years. Shareholders who have no preference may abstain from voting. Our Board continues to recommend that an advisory vote be conducted every year so that shareholders may annually express their views on Dominion Energy’s executive compensation program. An annual advisory vote provides the most immediate feedback on our program. Shareholders are not voting to approve or disapprove the company’s compensation practices in this proposal. Instead, shareholders have four choices with respect to this proposal: to hold future Say on Pay votes every one, two or three years or to abstain from voting on the proposal. Your vote on this proposal will be non-binding on us and the Board and will not be construed as overruling a decision by us or the Board. However, the Board values the opinions of our shareholders and will consider the outcome of this proposal, emerging trends, changes to applicable law and peer practices when determining the frequency of future advisory votes on executive compensation, which may be more or less frequent than the option receiving the most votes cast by our shareholders.

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Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Our executive compensation program supports our business goals by rewarding performance that creates shareholder value and serves our customers and communities. This CD&A focuses on the 2022 compensation of our CEO, our current CFO and our three other most highly compensated officers who were deemed to be executive officers by our Board pursuant to SEC rules. In addition, we include information related to James R. Chapman, who served as CFO for a majority of 2022. Collectively, these named executive officers are referred to as the NEOs.

Dominion Energy’s NEOs for 2022 were:

Robert M. Blue Chair, President and Chief Executive Officer	Steven D. Ridge Senior Vice President and Chief Financial Officer (effective November 24, 2022)	Diane Leopold Executive Vice President and Chief Operating Officer
Daniel G. Stoddard Senior Vice President, Chief Nuclear Officer and President – Contracted Assets	Carlos M. Brown Senior Vice President, Chief Legal Officer and General Counsel	James R. Chapman Former Executive Vice President and Chief Financial Officer (until November 23, 2022)

Throughout the CD&A and the tables that follow, any references to the CTD Committee include the CGN Committee for periods prior to the date of the 2021 Annual Meeting (May 5, 2021), when the CGN Committee became two separate standing committees, the CTD Committee and the N&G Committee.

2022 Leadership Transition

Mr. Chapman resigned as our Executive Vice President and CFO effective as of November 23, 2022. Mr. Ridge, previously Vice President and General Manager–Western Distribution, was named Senior Vice President and CFO effective November 24, 2022. Upon his promotion, Mr. Ridge received an increase in his annual base salary from $303,188 to $600,000 and an increase in his annual incentive target award opportunity from 45% to 70%. Additionally, in recognition of his promotion and in order to provide him a true-up (to recognize the portion of the year he would serve as CFO), Mr. Ridge received a one-time cash payment in the amount of $350,000 and a one-time restricted stock award in the amount of $350,000, vesting ratably over three years subject to his continued employment.

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Executive Compensation

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

To determine if we are meeting these objectives, the CTD Committee compares the company’s actual performance to our short-term and long-term goals and to our peer companies’ performance.

2022 Compensation Program: Paying for Performance

Consistent with our objective to reward strong performance based on achievement of short-term and long-term goals, a significant portion of total cash and total direct compensation is variable. Approximately 89% of Mr. Blue’s targeted 2022 total direct compensation was performance-based (tied to pre-approved performance metrics, including operating EPS, relative TSR and P/E ratio) or equity-based compensation. For the other NEOs, approximately 72% of their targeted 2022 total direct compensation was performance-based or equity-based compensation.

The charts below illustrate the components of the annualized target total direct compensation opportunities provided to Mr. Blue and target direct compensation opportunities of the other NEOs.

Allocation of Mr. Blue’s Total Direct Compensation Opportunities		Allocation of Total Direct Compensation Opportunities for Other NEOs

Shareholder Outreach and Say on Pay

We have a long tradition of engaging with our shareholders to understand and consider their perspectives. Our management engages with shareholders on a variety of topics throughout the year to solicit input and discuss and answer questions on the company’s policies and practices, including executive compensation. Shareholder feedback is considered by management, shared with our Board, and reflected in enhancements to our policies and practices, as appropriate.

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Executive Compensation

During 2022, we engaged with shareholders who, in the aggregate, represented approximately 50% of our outstanding shares. We discussed a wide variety of issues, including our executive compensation program. Shareholders were generally supportive of our executive compensation program and appreciated our Proxy Statement’s clear disclosure.

We received 92.2% support from our shareholders for our executive compensation program pursuant to the Say on Pay vote at our 2022 Annual Meeting. Shareholders currently have an opportunity annually to cast an advisory vote to approve our executive compensation program. We also ask shareholders, on an advisory basis, to vote on the frequency of the Say on Pay vote at least once every six years, including at the upcoming 2023 Annual Meeting.

Below is an overview of the executive compensation topics that we discussed with our shareholders and our responses.

	WHAT WE HEARD		HOW WE ACTED
	Shareholders provided feedback on the mix of our equity and performance awards in our LTIP		We evaluated the plan design of our long-term incentive awards. For our 2022 LTIP awards, we increased the weighting of the performance grant to 60% of the total LTIP award.
	Shareholders were pleased with the inclusion of ESG measures within our AIP and requested additional goals within our LTIP		We continued to incorporate safety, diversity, equity and inclusion and envi- ronmental compliance and sustainability in our AIP. For our 2022 LTIP performance awards, we also introduced a new goal tied to increasing the company’s zero carbon generation capacity over time (10% of the performance grant).

More information on these changes is under Long-Term Incentive Program on page 54. We strongly value input from our shareholders and will continue our outreach efforts on a variety of topics, including executive compensation, as our compensation program evolves in the future.

Our Compensation Practices and Policies

Dominion Energy supports our culture of good governance with solid compensation practices that pay for performance and promote strategic risk management.

WE DO		WE DON’T
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 environmental stewardship and sustainability, climate, safety, and DE&I  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		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 most executive perquisites   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 (elected after February 1, 2013)

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Executive Compensation

Our Performance

Dominion Energy is transitioning to a more sustainable energy future for the benefit of our shareholders, customers, communities, employees and the environment. During 2022, we continued to demonstrate operational excellence and a strategic vision that positions the company to create shareholder value for years to come.

Business Highlights

Our 2022 business highlights include the following:

	Achieved companywide OSHA recordable incident rate of 0.52, consistent with our industry-leading performance in 2021.		Contributed $45 million in 2022 to community causes through our Dominion Energy Charitable Foundation, as well as EnergyShare and other programs.		Increased diverse workforce* representation from 35.5% as of year-end 2021 to 37.0% as of year-end 2022, continuing our goal of reaching at least 40% by year-end 2026.		Published our second Diversity, Equity and Inclusion Report, which contains EEO-1 data and highlights our progress and initiatives toward building a more diverse and inclusive workforce.
	Reduced carbon emissions in our electric operations 46% from 2005 through 2021 and reduced methane emissions in our gas operations by 38% from 2010 through 2021.		Published our second Climate Report aligned with the Task Force on Climate-related Financial Disclosures (TCFD) that is consistent with 1.5-degree scenario modeling, conforming to the Paris Agreement, and showing a commitment to combating climate change while maintaining reliability and affordability.		Expanded our Net Zero goals to include Scope 2 and material categories of Scope 3 emissions.		Hosted Cyber Fortress, the first-of-its-kind, public/ private cyber exercise to test the company’s cybersecurity plans. The event included 200 experts from various groups, including the Federal Bureau of Investigation, the Virginia State Police, the National Guard and other local, state and federal organizations.
	Divested our Dominion Energy West Virginia gas utility for approximately $690 million.				Provided reliable service to our customers — our electric  utilities in Virginia and the Carolinas were 13% better than the industry average in customer minutes out — and in South Carolina, turned in our second-best year for reliability.

*	For workforce purposes, we define “diverse” as employees who identify their gender as female and/or their race/ethnicity as American Indian or Alaskan Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander, or Two or More Races.

Dominion Energy Virginia

	Received Virginia State Corporation Commission (SCC) support of about $4 billion in spending to relicense and upgrade our four Surry and North Anna nuclear units. We also received SCC approval for our 2.6-gigawatt Coastal Virginia Offshore Wind commercial project, which we expect to be placed into service by the end of 2026.		Invested more than $1.2 billion in our high voltage electric transmission grid to ensure reliability.

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Executive Compensation

Gas Distribution

	Invested more than $300 million in pipeline replacement and integrity management programs.		Expanded our dairy RNG partnership with Vanguard. As of the beginning of 2023, six RNG projects are producing negative carbon RNG in Arizona, Colorado, Georgia, Nevada, North Carolina and Utah.

Dominion Energy South Carolina

	Approved to invest approximately $300 million for peaking capacity modernization aiding grid resiliency and integration of renewables.		Grew our customer base for the gas utility by 3.7%.

Financial Performance

●	We achieved reported earnings of $1.09 per share in 2022, while operating EPS were $4.11.*
●	We paid annual dividends of $2.67 per share and marked 379 consecutive quarters of dividend payments.
*	See Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP) in Appendix A.

2022 Compensation Highlights

	2022 Annual Incentive Plan funded at 104% due to above-target consolidated operating EPS performance		2020 Performance Grant paid at 41.7% of target due to missed relative TSR goal		●  For 2022, we increased the weighting of our performance grant to 60% of the total LTIP award, added a goal to reduce carbon emissions, and replaced our return on invested capital (ROIC) metric with cumulative operating EPS.

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Executive Compensation

Our Compensation Elements

Our executive compensation program is constructed of four building blocks: base salary, Annual Incentive Plan, Long-Term Incentive Program and benefits. Each element serves a distinct purpose. These complementary components appropriately balance risk with reward and short-term goals with long-term strategies, while providing total compensation that is competitive with our peers.

	Short-Term				Long-Term
	Fixed		Performance-Based
	Base Salary		Annual Incentive Plan		Long-Term Incentive Program
					Performance grant		Restricted stock with time-based vesting
	Cash CEO	Other NEOs	Cash CEO	Other NEOs	Cash or Equity CEO	Other NEOs	Equity CEO	Other NEOs
	To attract, motivate and retain talent		To attract, motivate and retain talent To incentivize officers to achieve company’s short-term (annual) goals		To attract, motivate and retain talent To align officers’ long-term interests with those of our shareholders To incentivize officers to achieve company’s long-term goals		To attract, motivate and retain talent To align officers’ long-term interests with those of our shareholders
	For our NEOs, base salaries are generally targeted at the Compensation Peer Group median, subject to individual and companywide considerations		Variable pay dependent on achievement of short-term performance goals, primarily operating EPS		Variable pay dependent on achievement of long-term performance goals, primarily relative TSR and cumulative operating EPS, and non-emitting carbon generation For performance-based stock, dependent on company stock value		Variable pay dependent on company stock value

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Executive Compensation

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, 2022: 3% for Ms. Leopold and Mr. Stoddard, 5% for Mr. Ridge and 10% for Messrs. Brown and Chapman to recognize their continued contributions to Dominion Energy’s success and, relative to Messrs. Brown and Chapman, to better align their salaries with the companies that are members of the company’s 2022 Compensation Peer Group (see Compensation Peer Group for listing of our peer companies). Mr. Blue did not receive a base salary increase for fiscal year 2022. Additionally, Mr. Ridge received a base salary increase in connection with his promotion as described above under 2022 Leadership Transition.

		2021 Base Salary*		2022 Base Salary
Robert M. Blue		$1,225,000		$1,225,000
Steven D. Ridge		288,750		600,000	**
Diane Leopold		875,500		901,765
Daniel G. Stoddard		719,739		741,331
Carlos M. Brown		545,900		600,490
James R. Chapman		669,500		736,450

*	Salary as of 12/31/2021
**	Mr. Ridge’s initial 2022 base salary was $303,188 and increased to $600,000 as a result of his promotion to Senior Vice President and CFO effective November 24, 2022.

Annual Incentive Plan

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

●	Tie interests of our shareholders, customers, communities and employees closely together;
●	Focus our workforce on company, operating group, team and individual goals that ultimately drive operational and financial results;

●	Reward strong annual earnings performance;
●	Reward safety, DE&I, environmental and other operating and stewardship goal successes;
●	Emphasize teamwork by focusing on common goals; and
●	Provide a competitive total compensation opportunity.

For the NEOs, funding of the 2022 AIP was tied solely to achievement of predetermined consolidated operating EPS goals. However, the CTD Committee retained discretion to reduce the AIP payout for any NEO for any reason, including failure to satisfy operating and stewardship goals.

The CTD Committee calculated 2022 AIP payouts for the NEOs as follows:

	Base Salary	X	Target Award Percentage	X	Funding Level*	X	Payout Goal Score**	=	Final AIP Payout

*	The funding level is based on consolidated operating EPS.
**	The payout goal score is based on individual performance with only negative adjustment.

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Target Award Percentage

Each NEO’s compensation opportunity under the AIP is a percentage of their base salary at year end. AIP target award percentages are set to be consistent with our intent to keep a significant portion of NEO compensation tied to our stock performance or other company goals, considering the items described above under Compensation Philosophy. Mr. Blue’s target AIP percentage increased from 120% to 130%, reflecting the CTD Committee’s decision to place increased emphasis on performance for the CEO. In 2022, Mr. Ridge’s target AIP percentage increased from 45% to 70% in connection with his promotion to Senior Vice President and CFO, as described above under 2022 Leadership Transition. No changes were made to the target annual award opportunities of the other NEOs in 2022, each of which is listed below.

Name		2022 AIP Target Award Percentage*
Robert M. Blue		130%
Steven D. Ridge		70%
Diane Leopold		90%
Daniel G. Stoddard		70%
Carlos M. Brown		70%
James R. Chapman		90%

*	As a percentage of base salary.

2022 AIP Metrics

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 by focusing on pre-established consolidated operating EPS targets, we encourage behavior and performance that will help achieve the objectives listed above.

For the NEOs and all other employees, the CTD Committee set the consolidated operating EPS goal to provide for 100% funding of the 2022 AIP at $4.10 per share, inclusive of funding (as compared to $3.75 per share for the 2021 AIP funding target). The goal for maximum funding of 200% was set at $4.30 consolidated operating EPS. The CTD Committee also established a funding threshold, providing 50% funding if consolidated operating earnings were $3.90 per share and no funding if below that threshold.

		Funding Level		Operating EPS
Threshold		50%		$3.90
Target		100%		$4.10
Maximum		200%		$4.30

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PAYOUT GOALS

In determining whether and how to exercise its negative discretion for the AIP payout, the CTD Committee typically considers each NEO’s achievement of operating and stewardship goals, weighted according to each NEO’s responsibilities. In February 2022, the CTD Committee established companywide operating and stewardship goals for all employees, including the NEOs, related to safety, DE&I and the environment. 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 goals at five percentage points each.

HIGHLIGHTS

●	Used in determining whether and how to exercise negative discretion
●	Applicable to all NEOs*
●	In the spirit of One Dominion Energy, our term for teamwork, all business segments share these goals and receive the same score for each category.

2022 Companywide Operating & Stewardship Goals

Safety		Companywide safety goal focused on three areas: 1.   reduction in companywide lost-days/restricted duty (LD/RD) rate, or achievement of targeted serious injury and fatality (SIF) rate; 2.   reduction in companywide OSHA recordable incident rate; and 3.   innovative safety initiatives from each business segment.
Diversity, Equity & Inclusion		Companywide DE&I goal had three components for leaders: 1.   companywide spending of 15% with diverse suppliers; 2.   participation in a diverse supplier showcase series where leaders and decision-makers from each business segment met with a minimum of eight diverse suppliers over the course of the year; and 3.   diversity training whereby 95% of leaders develop a Personal DE&I Commitment with at least three actions taken to advance DE&I and conduct discussions on the DE&I report and their Personal DE&I Commitment with direct reports.
Environmental & Sustainability		Companywide environmental and sustainability goal focused on two areas: 1.   sustainability engagement in which leaders and employees develop and complete one action to support the company’s sustainability commitments; and 2.   focus on reduction of the company’s reportable environmental events through tracking and performance of root cause analysis.

*	In addition to the companywide goals, Messrs. Stoddard and Brown had additional operating and stewardship goals weighted 20% total:

	●	Mr. Stoddard’s goals related to: (1) nuclear safety (based on fleet-wide total number of station event-free day clock resets) and on-line radiation exposure; (2) fleet capacity factor; (3) nuclear strategic planning; and (4) fleet refueling outage days.
	●	Mr. Brown’s additional goals related to: (1) legal operations; (2) environmental focus; (3) regulatory compliance; and (4) business/crisis management policy focus.

2022 AIP Results

Dominion Energy’s consolidated reported earnings in accordance with GAAP for the year ended December 31, 2022 were $994 million, or $1.09 per share, and Dominion Energy’s consolidated operating earnings for the year ended December 31, 2022, were $3.5 billion, or $4.11 per share*, which surpassed the target of $4.10 per share and, based on the pre-established funding range, resulted in AIP funding at 104%.

		Threshold		Target		Maximum		AIP Funding
Operating EPS Funding Level								104%

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

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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. Stoddard and Brown) in determining whether and how to exercise negative discretion for the AIP payout.

Safety  Partially Achieved		We were not successful in achieving a reduction in companywide lost-days/restricted duty (LD/RD) rate or achieving a targeted serious injury and fatality (SIF) rate.    We achieved a companywide OSHA recordable incident rate of 0.52, which was above our goal but still consistent with our industry leading performance.    All business segments identified innovative solutions. ●  Dominion Energy Services focused on mental health education of employees through monthly mental health messages, in-person seminars and certification in mental health first aid. ●  Dominion Energy Virginia employees created an application to track close calls and near miss hazards. ●  Dominion Energy South Carolina implemented a job safety observation application to help identify safety trends and weaknesses and replace paper reports. ●  Gas Distribution employees completed awareness training on human performance tools, focusing on error precursors and defenses.
Diversity, Equity  & Inclusion « Fully Achieved		We achieved companywide spending of 16.9%, or $1.36 billion, with diverse suppliers, surpassing our original goal of 15%, and reflecting our commitment to using small, local and diverse companies for goods and services.    Over 99% of leaders developed personal commitments and conducted discussions on the DE&I report, which reflects our vision to create and promote an inclusive work environment that recognizes and appreciates all employees’ perspectives and talents, provides all employees with the opportunities they need to reach their highest potential, and attracts and retains the most talented employees.    Each business segment participated in a diverse supplier showcase and over 50 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.
Environmental  & Sustainability « Fully Achieved		Each business segment adopted a sustainability commitment with the final goals: ●   Dominion Energy Services launched a team to develop ideas to reduce waste and measure waste reduction. ●   Dominion Energy Virginia’s leadership teams crowd-sourced ideas to improve sustainability. ●   Dominion Energy South Carolina is recycling 150,000 tons coal ash from a legacy site. ●   Employees in the Nuclear organization have started tracking travel time avoided by using virtual meeting options. ●   Employees in Gas Distribution are focusing on education about and advocacy for natural gas.    100% of reportable environmental events were tracked and root cause analysis performed on all events. Tracking events and analyzing root causes, enables the company to modify policies and procedures to avoid such events in the future.

  Met           Partial/Did not meet

CTD COMMITTEE ADJUSTMENTS

The CTD Committee exercised negative discretion with respect to the missed safety goal for all NEOs in order to align their payout with their direct reports.

Mr. Brown accomplished his additional operating and stewardship goals. Mr. Stoddard accomplished all of his operating and stewardship goals except for his fleet refueling outage goal. The CTD Committee approved a negative adjustment for Mr. Stoddard due to the missed goal related to fleet refueling outage days.

Based on the achievement of the safety, DE&I, environmental and sustainability, and additional operating and stewardship goals, as applicable, the CTD Committee approved 97% payout scores for Messrs. Blue, Ridge, and Brown, and Ms. Leopold, and 95% for Mr. Stoddard. Mr. Chapman was not eligible for and did not receive a 2022 AIP payout.

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Final AIP Payout

The CTD Committee calculated final 2022 AIP payouts as shown below:

Name		Base Salary		Target Award Percentage		Funding Level		Payout Goal Score		Final AIP Payout
Robert M. Blue		$1,225,000	x	130%	x	104%	x	97%	=	$1,606,514
Steven D. Ridge		600,000	x	70%	x	104%	x	97%	=	423,696
Diane Leopold		901,765	x	90%	x	104%	x	97%	=	818,731
Daniel G. Stoddard		741,331	x	70%	x	104%	x	95%	=	512,705
Carlos M. Brown		600,490	x	70%	x	104%	x	97%	=	424,042

Long-Term Incentive Program

Our LTIP focuses on Dominion Energy’s longer-term strategic goals and the retention of our executive officers. For 2022, our NEOs received a long-term incentive award consisting of two components:

60% Performance Grant		Objective We design our performance grants 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.		Vesting/Performance Period Three-year performance period based on Relative TSR (50%) with P/E ratio modifier, Cumulative Operating EPS (40%) and Non-Carbon Emitting Generation Capacity Performance (10%)
40% Restricted Stock with Time-Based Vesting		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.		Three-year cliff vesting

2022 Long-Term Incentive Award Opportunities

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 2022, the CTD Committee approved a $1,800,000 increase for Mr. Blue, a $50,000 increase for Mr. Ridge, a $150,000 increase for Mr. Brown, and a $200,000 increase for Mr. Chapman to increase their at-risk compensation and further align their compensation with the market median. In connection with his promotion to CFO, Mr. Ridge received a one-time restricted stock award in December 2022, with a value of $350,000. Mr. Ridge’s 2023 target LTIP award is expected to be in line with his new position as Senior Vice President and CFO. No changes were made to Ms. Leopold’s or Mr. Stoddard’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 2022 LTIP target awards for each of the NEOs were as follows:

Name		2022 Target Performance Grant		2022 Restricted Stock Grant		2022 Total Target Long-Term Incentive Award
Robert M. Blue		$4,980,000		$3,320,000		$8,300,000
Steven D. Ridge		156,000		104,000		260,000
Diane Leopold		1,200,000		800,000		2,000,000
Daniel G. Stoddard		900,000		600,000		1,500,000
Carlos M. Brown		450,000		300,000		750,000
James R. Chapman*		1,140,000		760,000		1,900,000

*	Mr. Chapman forfeited his 2022 LTIP awards upon his resignation from the company on November 23, 2022.

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2022 Performance Grants

In January 2022, 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 15, 2022 (2022 Performance Grants). The performance period commenced on January 1, 2022 and will end on December 31, 2024.

The 2022 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 TSR relative to the companies that are members of the company’s 2022 Compensation Peer Group (50%) modified by P/E ratio, if earned, Cumulative Operating EPS (40%) and Non-Carbon Emitting Generation Capacity Performance (10%).

In response to investor feedback following our 2021 Say on Pay vote and to ensure that management remains focused on long-term performance relative to our peers, we increased the weighting of the 2022 Performance Grant to 60% of the total LTIP award. In addition, we replaced the ROIC goal with a long-term operating EPS goal (40% of the performance grant) to further transparency in goal-setting, and added a new goal tied to increasing the company’s zero carbon generation capacity over time (10% of the performance grant).

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

See Exhibit 10.21 to the Company’s 2022 Annual Report on Form 10-K for the specific performance targets and corresponding payout scores for the Relative TSR, Cumulative Operating EPS and NCGC goals for the 2022 Performance Grants.

To reward strong P/E ratio performance relative to the company’s peers, a portion of the 2022 Performance Grants may be earned based on Dominion Energy’s performance on relative P/E ratio for the performance period. Specifically, and regardless of the company’s relative TSR:

(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
(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.

For this purpose, P/E ratio is determined by the CTD Committee using the methods set forth in the form of grant agreement for the 2022 Performance Grants, which is filed as Exhibit 10.21 to our 2022 Annual Report on Form 10-K.

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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 any performance-based grants. All of our NEOs (other than Mr. Ridge) have achieved more than 50% of their full targeted share ownership guidelines as of the February 15, 2022 grant date and received the 2022 Performance Grant as a cash-based grant. Mr. Ridge received his 2022 Performance Grant in the form of performance-based stock.

2022 Restricted Stock Grants

All NEOs received a restricted stock grant on February 15, 2022, based on the dollar value above. 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 15, 2022. Each of these grants cliff vests in three years on February 1, 2025. In addition, Mr. Ridge received a true-up restricted stock grant on December 1, 2022 in connection with his promotion to Senior Vice President and CFO, with the number of shares determined based on the December 1, 2022 closing stock price, and vesting ratably over the three-year period through December 1, 2025. Dividends are paid to officers during the restricted period.

2020 Performance Grants Payout

In January 2020, the CTD Committee approved performance grants for the NEOs (2020 Performance Grants). For NEOs other than Messrs. Ridge and Brown, the 2020 Performance Grants were made in the form of cash performance grants, effective February 13, 2020, for the three-year performance period commencing January 1, 2020 and ending December 31, 2022. Messrs. Ridge and Brown, neither of whom had achieved 50% of their requisite share ownership guidelines at the time of the grant, received their 2020 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 addition, Mr. Blue received a true-up performance grant in the form of performance-based stock in October 2020 when he was promoted to CEO with the same terms as the 2020 Performance Grants.

In January 2023, payouts were made under the 2020 Performance Grants. The 2020 Performance Grants were based on two goals: TSR for the three-year period ending December 31, 2022, relative to the companies in the Compensation Peer Group as of the February 13, 2020 grant date, as adjusted for mergers and other similar events occurring during the performance period (weighted 50%), and ROIC for the same three-year period (weighted 50%). The members of the Compensation Peer Group used to measure performance under the 2020 Performance Grants were as follows:

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

Relative TSR (50% weighting). The relative TSR targets and corresponding payout scores for the 2020 Performance Grants were as follows:

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

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

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The 2020 Performance Grants provided that if the company’s relative TSR was below the 25^th percentile, but its absolute TSR was at least 9% on a compounded annual basis for the performance period, a TSR goal achievement of 25% would apply. In addition to the foregoing amounts and regardless of the company’s relative TSR, the 2020 Performance Grants also provided that if (i) the company’s absolute TSR on a compounded annual basis for the performance period was at least 10% but less than 15%, or if the company’s P/E ratio was at or above the 50^th percentile but lower than the top third of the Compensation Peer Group, then 25% would be added to the TSR goal achievement percentage or (ii) the company’s absolute TSR on a compounded annual basis for the performance period was at least 15% or if the company’s P/E ratio was at or above the top third of the Compensation Peer Group, then 50% would be added to the TSR goal achievement percentage, provided that the aggregate TSR goal achievement percentage could not exceed 250% and the overall percentage payment under the entire performance grant may not exceed 200% of the target amount.

Actual relative TSR performance for the 2020-2022 period was the lowest in the peer group, which produced a relative TSR goal achievement percentage of 0%. Dominion Energy’s absolute TSR for the three-year period ending December 31, 2022, was 4.8%, which is equivalent to 1.6% on an average annual basis, resulting in no additional percentage being added to the TSR goal achievement percentage. Dominion Energy’s P/E ratio of 14.9 for the three-year performance period was in the 6^th percentile of the Compensation Peer Group, resulting in no additional percentage being added to the TSR goal achievement percentage. P/E ratios for Dominion Energy and other members of the Compensation Peer Group were determined based on the closing share price on December 31, 2022 and the operating EPS for the most recent four quarters ending September 30, 2022.

			Threshold	Target	Maximum		Goal Achievement		Goal Achievement with P/E Ratio Modifier
Relative TSR Percentile							0%		0%

ROIC (50% weighting). We designed our ROIC goals for the 2020 Performance Grants to provide 100% payout if the company achieved an ROIC of 7.08% over the three-year performance period. The ROIC performance targets and corresponding payout scores for the 2020 Performance Grants were as follows:

ROIC Performance		Goal Achievement %*
7.31% and above		200%
7.08%		100%
6.84%		50%
Below 6.84%		0%

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

Actual ROIC performance for the 2020-2022 period was 7.00%, which produced a ROIC goal achievement percentage of 83.3%:

		Threshold		Target		Maximum		Goal Achievement
ROIC								83.3%

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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 41.7% payout for the 2020 Performance Grants, determined as follows:

Measure		Goal Weight %				Goal Achievement %				Payout %
TSR with P/E Ratio modifier		50%		×		0.0%		=		0.0%
ROIC		50%		×		83.3%		=		41.7%
		Combined Overall Performance Score 41.7%

Although the CTD Committee has discretionary authority to reduce this overall score for any reason, this discretion was not exercised. The resulting payout amounts for the NEOs, other than Messrs. Ridge and Brown, for the cash-based 2020 Performance Grants are shown below:

Name		2020 Performance Grant Target Award				Overall Performance Score				Calculated Performance Grant Payout
Robert M. Blue		$1,000,000		×		41.7%		=		$ 417,000
Diane Leopold		1,000,000		×		41.7%		=		417,000
Daniel G. Stoddard		750,000		×		41.7%		=		312,750