NLPC presented a shareholder proposal today at Dominion Energy, Inc.‘s annual meeting of shareholders that that calls for an independent chair of the Board of Directors. The proposal would require the positions of board chair and CEO to be held by two different individuals — currently those roles are occupied by Robert Blue (pictured above).
The company’s board of directors opposed our proposal, as explained on page 78 of its proxy statement. NLPC responded to the board’s opposition statement in an exempt solicitation report circulated to the company’s shareholders.
Presenting the proposal was Paul Chesser, director of NLPC’s Corporate Integrity Project. His three-minute remarks can be heard here, and a transcript follows:
Good morning.
By way of disclosure, my organization is a co-plaintiff in a lawsuit against Dominion Energy and the federal government with regard to the Company’s Coastal Virginia Offshore Wind project, or CVOW, pertaining to protection for the habitat of the North Atlantic right whale.
Also, my pre-recorded presentation for today was required to be provided to Dominion before its May 1st earnings announcement, so any figures addressed by me today reflect recent years’ history prior to Friday.
Today we speak in support of Item 4 — the proposal requesting a policy for an independent Chair.
Last year, my organization asked this Board to remove “non-carbon emitting generation” goals from its executive compensation formula.
These goals financially reward CEO Robert Blue and other top executives for building wind and solar, regardless of whether those costly, intermittent sources serve shareholders and ratepayers well.
Those incentives help explain why Mr. Blue pursued CVOW with such single-minded commitment, even as its costs spiraled and its risks compounded.
When an executive’s pay depends on building a specific type of generation, the board’s ability to independently evaluate whether that investment remains prudent, is all the more critical.
Mr. Blue is Dominion’s Chairman, President, and CEO — meaning the person whose decisions this board is charged with evaluating, also presides over the board.
CVOW was initially estimated to cost roughly $7.8 billion dollars and is now projected to exceed $11 billion dollars – a substantial cost escalation.
There has been no clear evidence of independent, public-facing scrutiny by the Board proportional to the project’s growing financial risk.
The Board almost could not scrutinize it, because Mr. Blue was the project’s most committed advocate, with his financial incentives aligned to its completion.
The Virginia State Corporation Commission has rejected or criticized Dominion’s long-range planning assumptions multiple times during Mr. Blue’s tenure.
And SCC modeling indicates that under Dominion’s preferred trajectory, average residential bills could more than double — from roughly $140 dollars per month today to over $300 dollars by 2039.
In November, regulators approved the first traditional base rate increase in over thirty years.
Dominion’s five-year total shareholder return has sat in the low single digits, while the S&P 500 delivered returns approaching 100 percent.
The dividend has not been increased since 2022.
Approximately 60 percent of S&P 500 companies now separate the Chair and CEO roles.
Dominion’s shareholders also deserve this same independent oversight.
We respectfully urge all shareholders to vote FOR Item 4. Thank you.
All assertions made by Chesser in his above remarks are footnoted and can be found in NLPC’s exempt solicitation report, here. An executive summary of the report can be viewed here.
Read NLPC’s shareholder proposal for the Dominion Energy annual meeting here.
Listen to Paul Chesser’s presentation of the proposal at the meeting here.
