DOMINION ENERGY, INC

This proposal asks the Board to adopt a formal policy—and amend governing documents as needed—so that the roles of Board Chair and Chief Executive Officer are held by two different people. It specifies that, whenever possible, the Chair should be an independent director and should not be a former CEO, while allowing a temporary non-independent Chair during a transition. The proposal is framed as a governance reform intended to strengthen independent board oversight and reduce concentration of authority in a single individual. It also instructs that selection should be consistent with applicable law and existing contractual obligations.

This proposal requests that the Board commission and publish a report assessing the potential risks—financial, reputational and legal—of incorporating ESG and DEI metrics into executive compensation plans. The proponent highlights concerns that non-financial or subjective metrics could create a 'dual mandate' that dilutes focus on core financial performance and may expose the company to legal or regulatory risk. The requested report is to be prepared at reasonable expense, omit proprietary information and explain how such metrics (for example, Dominion’s Non-Carbon Emitting Generation Capacity metric) relate to shareholder value. The objective is to increase transparency about how ESG/DEI metrics in pay align with fiduciary duties and business performance.

This proposal asks the company to produce a report (by January 1, 2027) describing opportunities to implement dedicated shareholder engagement channels, for example a shareholder advisory panel or an enhanced online portal, to facilitate direct two-way dialogue. The proponent cites examples of other companies that use advisory boards and argues such channels can improve strategic feedback and investor communication. The requested report should describe possible mechanisms, their intended functions (e.g., strategic guidance, expert input, investor feedback) and how they would respond to shareholder concerns on key issues. The proposal seeks increased transparency and more structured, ongoing engagement between shareholders and management.