Dominion Energy shareholders will vote on May 5, 2026 on Item 4 of the Company’s proxy ballot — a proposal requiring the Board of Directors to adopt a policy for an independent Chair. National Legal and Policy Center, which filed the proposal, has circulated an exempt solicitation research report and related executive summary to our fellow Dominion investors laying out the case.
The core argument is straightforward: five years of combined Chair and CEO authority concentrated in a single individual have produced a record of capital misallocation, regulatory rejection, and shareholder underperformance that an independent board chair might have helped prevent.
Robert Blue has held the titles of Chairman, President, and CEO simultaneously since 2021. The Council of Institutional Investors warns that this structure allows a CEO to “exert excessive influence on the board and its agenda, weakening the board’s oversight of management.” Dominion’s record offers a detailed illustration of what that influence has meant in practice.
Blue’s most consequential decision has been championing the Coastal Virginia Offshore Wind project. Introduced to Virginia policymakers in 2020 at a projected cost of $7.8 billion, CVOW’s estimated price tag has since climbed to $11.5 billion — an increase of nearly 50%. A federal stop-work order issued December 22, 2025 by the Trump administration’s Department of the Interior, citing national security concerns about radar interference with major Hampton Roads military installations, added $228 million in incremental project costs before courts granted a preliminary injunction allowing construction to resume. Radar interference concerns have disrupted onshore wind projects across the country for years; that a project sited adjacent to one of the most sensitive military corridors in the United States was not subjected to more rigorous independent board scrutiny on that basis is, in NLPC’s view, a direct consequence of a governance structure that placed its most committed advocate in charge of board oversight.
Dominion also commissioned a $715 million specialized wind turbine installation vessel — the Charybdis — premised on a robust domestic offshore wind market that now faces significant federal headwinds.
The regulatory picture is equally troubled. Virginia’s State Corporation Commission has rejected Dominion’s long-range energy plans in both 2021 and 2024, finding the Company’s generation blueprints inadequate and non-compliant with state law. The Virginia Mercury reported that Dominion’s own planning trajectory would push the average residential bill from approximately $142.77 today to $315.25 by 2039. Dominion customers are already feeling the impact: in November 2025, the SCC approved the Company’s first base rate increase in over thirty years, adding roughly $13 per month to household bills on top of costs already 23% higher than they were when the Virginia Clean Economy Act took effect in 2020.
Shareholders have not been spared. Dominion’s five-year total return through December 31, 2025 was in the low single digits while the S&P 500 delivered returns approaching 100%. The Company has not increased its dividend since 2022. Blue’s own fiscal year 2024 compensation, as reported by Clean Virginia, rose to approximately $12.9 million.
Dominion’s board contends its Lead Independent Director provides robust independent oversight. NLPC’s report challenges that claim with specific examples: no apparent independent review of the national security risks that preceded the stop-work order, no substantive challenge to the IRP submissions regulators subsequently rejected, and no apparent accountability for a striking episode in October 2021 in which Blue personally donated $5,000 to a deceptive political action committee on the same day he issued a memo to Dominion employees appearing to disavow that very organization. FEC records showed Dominion’s corporate contributions to the PAC were never returned as Blue had indicated they would be.
Shareholders have rejected similar proposals four times — but each vote predates the stop-work order, $1.7 billion in further cost overruns, the most recent IRP rejection, and the first rate increase in thirty years. Per the 2024 Spencer Stuart Board Index, 60% of S&P 500 companies now separate the Chair and CEO roles. The question for Dominion shareholders is whether the record warrants a different result on May 5.
NLPC urges a FOR vote on Item 4. Our executive summary is available here, and the full exempt solicitation report can be read here.
(Post references PX14A6G Notice of exempt solicitation)
