Dominion Energy : 2022 Proxy Statement (opens in new window)

2022 Proxy Statement

Our Vision

Our vision is to become the most sustainable energy company in the country.

Our Mission

We are dedicated to delivering safe, reliable, affordable, and sustainable energy; protecting the environment; serving our customers and communities; empowering our people; and creating value for our shareholders.

Our Core Values

SAFETY

Our first and most important goal is to send every employee home safe and sound, every day.

ETHICS

We do not take shortcuts when reaching for our goals and fulfilling our obligations. Our reputation depends on ethical behavior.

EXCELLENCE

We work towards continuous improvement in all areas of our business.

EMBRACE CHANGE

By welcoming new ideas, Dominion Energy champions innovation. Through innovation, we will continue to prosper in the years ahead.

ONE DOMINION ENERGY

Our shared mission and purpose transcend organizational boundaries. Teamwork leads to strong, sustainable performance.

Notice of 2022 Annual Meeting of Shareholders

Date and Time

Wednesday, May 11, 2022 9:30 a.m. Eastern Time

Location

Norfolk State University

L. Douglas Wilder Performing Arts Center

700 Park Avenue Norfolk, Virginia 23504

Record Date

March 4, 2022

How to Vote

BY INTERNET

www.proxyvote.com/

dominion

BY TELEPHONE

Call [phone] if

you are a registered

shareholder or an employee

savings plan participant. If

you are a beneficial owner,

call the number provided by

the bank or broker holding

your shares.

BY MAIL

You can vote by mail

by marking, dating and

signing your proxy card or

voting instruction form and

returning it in the postage-

paid envelope.

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Shareholders to be held on May 11, 2022:

Dominion Energy's Notice of Annual Meeting, 2022 Proxy Statement, 2021 Summary Annual Report and 2021 Annual Report on Form 10-K are available on our website at investors.dominionenergy.com/proxy.

Items of Business

1 2 3

Election of the 12 director nominees named in this Proxy StatementAdvisory vote on approval of executive compensation (Say on Pay)

Ratification of the appointment of Deloitte & Touche LLP as our independent auditor for 2022

4

Management proposal to amend the Bylaws

• 5-6 Shareholder proposal(s), if properly presented

7

Shareholder proposal, if properly presentedShareholders will also consider any other business properly presented at the meeting.

Voting

Each share of Dominion Energy, Inc. (Dominion Energy) common stock is entitled to one vote on each matter properly brought before the meeting. Please vote by proxy as soon as possible. Your vote is very important to us, and we want your shares to be represented at the meeting.

Attending the Annual Meeting

The 2022 Annual Meeting will be held in-person at the L. Douglas Wilder Performing Arts Center at Norfolk State University, 700 Park Avenue, Norfolk, Virginia 23504. If you plan on attending the meeting, please see How do I attend the 2022 Annual Meeting? on page 87 for admission requirements.

This Notice and accompanying proxy materials are being made available to shareholders electronically on or around March 25, 2022, or mailed on or around the same date to those shareholders who have previously requested printed materials.

By Order of the Board of Directors,

Carter M. Reid

Executive Vice President, Chief of Staff and Corporate Secretary

March 25, 2022

Table of Contents

LETTER TO OUR SHAREHOLDERS 3

ABOUT DOMINION ENERGY 4

VOTING ROADMAP 8

ITEM 1: ELECTION OF DIRECTORS 12

Director Nominees 12

CORPORATE GOVERNANCE 20

Director Nominations and Board Refreshment 20

Board and Committee Evaluations 22

Director Independence 23

Board Leadership Structure 24

The Committees of the Board 26

Our Board's Oversight Role 28

2021 Meetings and Attendance 31

Shareholder Engagement 32

Other Governance Policies and Practices 33

COMPENSATION OF NON-EMPLOYEE DIRECTORS 35

ITEM 2: ADVISORY VOTE ON APPROVAL OF 37

EXECUTIVE COMPENSATION (SAY ON PAY)

EXECUTIVE COMPENSATION 38

Compensation Discussion and Analysis 38

Executive Summary 38

Our Performance 41

Our Compensation Elements 44

Our Process 54

Our Compensation Practices and Policies 56

FORWARD-LOOKING STATEMENTS

Compensation and Talent Development 58 Committee Report

Executive Compensation Tables 59

Equity Compensation Plans 71

CEO Pay Ratio 71

ITEM 3: RATIFICATION OF APPOINTMENT OF 72

INDEPENDENT AUDITOR

AUDIT-RELATED MATTERS 73

Audit Committee Report 73

Auditor Fees and Pre-Approval Policy 74

ITEM 4: MANAGEMENT'S PROPOSAL TO 75

AMEND THE COMPANY'S BYLAW ON SHAREHOLDERS' RIGHT TO CALL A SPECIAL MEETING TO LOWER THE OWNERSHIP REQUIREMENT TO 15%

SHAREHOLDER PROPOSALS 77

ITEMS 5-6 78

ITEM 7 80

SECURITY OWNERSHIP OF CERTAIN 83 BENEFICIAL OWNERS AND MANAGEMENT

QUESTIONS AND ANSWERS ABOUT THE 2022 85 ANNUAL MEETING AND VOTING

OTHER INFORMATION 89

APPENDIX A - RECONCILIATION OF 91 REPORTED EARNINGS (GAAP) TO OPERATING EARNINGS (NON-GAAP)

APPENDIX B - AMENDMENT TO BYLAWS 92

Certain statements contained in this Proxy Statement constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical or current facts, including statements regarding future earnings, our environmental and other sustainability plans and goals, goals regarding our diverse hiring, statements regarding ongoing and future projects and the expected availability and benefits of such projects, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. Our statements about the future are subject to various risks and uncertainties. For factors that could cause actual results to differ from expected results, see the risk and uncertainties described throughout our 2021 Annual Report on Form 10-K and particularly in Item 1A. Risk Factors and Forward-Looking Statements in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. These forward-looking statements speak only as of the date of this Proxy Statement. Dominion Energy, Inc. assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained herein.

Dominion Energy, Inc.

Letter to Our Shareholders

Dear Shareholders,

On behalf of the Board of Directors and the management team of Dominion Energy, I am pleased to invite you to attend our 2022 Annual Meeting of Shareholders, which will be held at the L. Douglas Wilder Performing Arts Center at Norfolk State University in Norfolk, Virginia on May 11, 2022, at 9:30 a.m. ET. You can find additional information about the meeting in this Proxy Statement.

Remember, your vote is important.

This past year has been one of continued transformation for Dominion Energy. We continued to deal with the ongoing pandemic, while delivering on our vital public-service mission - providing safe, reliable, affordable and sustainable energy to about 7 million customers - and taking steps to position the company for long-term success. We completed our transition out of the gas transmission and storage business, selling Questar Pipeline and related entities to Southwest Gas Holdings, Inc. Recently, we announced the additional sale of our gas distribution business in West Virginia, a transaction we expect to close late this year. The change will allow us to focus on serving customers in five primary markets: Virginia, Utah, South Carolina, North Carolina and Ohio. In 2021, we also dealt with leadership change, following the untimely death of Thomas

F. Farrell, II last April. We try every day to honor Tom's legacy. He was a great leader who cared deeply about the company and its people, as well as the customers and communities we serve.

Here are a few 2021 highlights you will find in our Proxy Statement:

• • We took steps to make our electricity and natural gas cleaner, consistent with our long-

  Our values - Safety, Ethics, Excellence, Embrace Change and One Dominion Energy - give us purpose and direction in times of transition and growth.

  term strategy. The company placed into service 15 solar facilities totaling 362 MW, moved forward on the development of the Coastal Virginia Offshore Wind commercial project and the related Charybdis turbine installation vessel, invested nearly a half-billion dollars in pipeline replacements and upgrades, has 10 renewable natural gas projects currently under construction, and received a federal license renewal for Surry Power Station. In addition to our current commitment to achieve Net Zero Scope 1 carbon and methane emissions by 2050, we now aim to achieve Net Zero emissions by 2050 for the company's Scope 2 emissions and material categories of Scope 3 emissions - electricity purchased to power the grid, fuel for our gas distribution systems, and consumption by natural gas customers.

• • We remained focused on building a company and workforce that reflects the communities we serve. Our diverse hiring rate in 2021 was 56.2%, bringing total diverse representation to 35.4% - an increase of more than 2 percentage points since 2019. We increased spending with diverse suppliers and published our first-ever public report on our efforts to promote diversity, equity and inclusion. We also now provide specifics on the demographic makeup of our Board.

• • We made improvements to governance. After the 2021 Annual Meeting, the Compensation, Governance and Nominating Committee of the Board became two standing committees, a change that put new emphasis on diversity, equity and inclusion as well as human capital development. Those issues are now overseen by the Compensation and Talent Development Committee, which also provides oversight of executive compensation and succession planning. The Nominating and Governance Committee provides oversight of the company's corporate governance practices, including the identification and nomination of qualified director candidates and the assessment of the Board as a whole.

• • We delivered for customers. The average Dominion Energy Virginia customer lost power for roughly 132 minutes in 2021, excluding major storms - 8 minutes less than in 2020, and a 17-minute improvement over 2019. At Dominion Energy South Carolina, the average customer went without service for less than 75 minutes, excluding major storms - 13 minutes fewer than the record set in 2020. Third party damage at our gas utilities has dropped 16.3% over the past two years. We also kept rates below national and regional averages, while allowing reasonable returns for our investors that will be reinvested in clean-energy projects and other infrastructure to meet growing demand.

Our values - Safety, Ethics, Excellence, Embrace Change and One Dominion Energy - give us purpose and direction in seasons of change and growth. Guided by these values, together with a clear plan for the future, we have strengthened our balance sheet. We have best-in-class natural gas and electric utility assets and ownership interests in nonregulated businesses largely free of commodity risk. And we have a mission-driven team that keeps the lights on and the gas flowing around the clock, while giving back in the communities where they live.

I hope you will join us on May 11th to learn more about our accomplishments and about the opportunities ahead.

Thank you for your investment and confidence in our company.

Sincerely,

Robert M. Blue

Chair, President and Chief Executive Officer