National Legal and Policy Center urges shareholders of Dominion Energy, Inc. to vote FOR Item 4 — “Request for the Board of Directors to Adopt a Policy for an Independent Chair” — at the Company’s Annual Meeting on May 5, 2026.
In support of this shareholder proposal, NLPC has published an exempt solicitation report to fully explain the necessity of this policy:
The Council of Institutional Investors has stated plainly: “A CEO who also serves as chair can exert excessive influence on the board and its agenda, weakening the board’s oversight of management.”¹ That concern is not abstract at Dominion. It describes with precision the governance failure that has unfolded under Chairman, President, and CEO Robert Blue.²
A $11.5 Billion Bet, No Independent Check
Blue has held the combined Chair and CEO role since 2021 — a structure that has produced no meaningful independent check on decisions that have cost shareholders and ratepayers dearly. His defining capital commitment, the Coastal Virginia Offshore Wind (CVOW) project, was publicly promoted at $7.8 billion when first deliberated in 2020.³ It has since climbed to $11.5 billion as of January 2026⁴ — an overrun of nearly 50%. A federal stop-work order imposed on December 22, 2025 by the U.S. Department of the Interior, citing national security concerns about radar interference near major naval installations, added $228 million in incremental project costs alone.⁵ The Dominion board, chaired by the CEO who drove the project, produced no independent scrutiny of these foreseeable risks before billions were committed.
Blue’s strategic vision has been repeatedly rejected by Virginia’s own State Corporation Commission, which denied or substantially redirected Dominion’s long-range Integrated Resource Plans in both 2021 and 2024.⁶ Dominion’s own planning data projects the average residential electricity bill will more than double — from approximately $142.77 today to $315.25 by 2039.⁷ In November 2025, the SCC approved Dominion’s first base rate increase in more than three decades, adding approximately $13 per month to customer bills.⁸ Electricity costs had already risen more than 23% since 2020.⁹
Shareholders have fared no better. Dominion’s total shareholder return over the five-year period ending December 31, 2025 was in the low single digits, while the S&P 500 delivered returns approaching 100% over the same period.¹⁰ The Company has not increased its dividend since 2022.¹¹ Meanwhile, Blue’s total compensation for fiscal year 2024 rose to approximately $12.9 million.¹²
The Board’s Defense Doesn’t Hold Up
The Board argues that its Lead Independent Director provides adequate independent oversight. The record contradicts this claim: no independent review was conducted of CVOW’s national security exposure, the IRP submissions that regulators twice rejected, or Blue’s personal political conduct — including his donation of $5,000 to a deceptive anti-Youngkin political action committee on the very same day he publicly disavowed that organization in a memo to Dominion employees.¹³
The Governance Standard Is Clear — and Dominion Falls Short
Shareholders rejected similar proposals in 2020, 2021, 2023, and 2024. Every one of those votes preceded the stop-work order, the $1.7 billion in further cost increases, the most recent IRP rejection, and the first base rate increase in thirty years. The record has materially worsened. The case for structural change has never been stronger.
The governance standard is clear: 60% of S&P 500 companies now separate the Chair and CEO roles.¹⁴ Dominion’s shareholders deserve no less.
NLPC urges a FOR vote on Item 4 on May 5, 2026.
ENDNOTES
1. “Independent Board Chair,” Council of Institutional Investors, accessed February 2026. See https://www.cii.org/corp_gov_policies
2. “Robert M. Blue: Chairman, President and Chief Executive Officer,” Dominion Energy, Inc. See https://cdn-dominionenergy-prd-001.azureedge.net/-/media/content/about/board-and-executives/pdf/bob-blue-bio.pdf
3. Eugene Frank. “Dominion Energy Receives Final Approval to Construction of the 2.6 GW Coastal Virginia Offshore Wind Project,” Construction Review Online. See https://constructionreviewonline.com/dominion-energy-receives-final-approval-to-construction-of-the-2-6-gw-coastal-virginia-offshore-wind-project-in-virginia/
4. Nate Delesline III. “Dominion offshore wind project cost rises to $11.5B after stop work order, tariffs,” The Virginian-Pilot, January 30, 2026. See https://finance.yahoo.com/news/dominion-offshore-wind-project-cost-015200097.html
5. Matthew Daly. “Interior Department halts offshore wind projects,” Associated Press, December 22, 2025. See https://apnews.com/article/c0ac1e447c93126327f1922327921aa0; Blake Brittain & Nichola Groom. “Dominion sues U.S. government over offshore wind halt,” Reuters, January 16, 2026. See https://www.reuters.com/legal/litigation/us-judge-weigh-dominion-request-restart-virginia-offshore-wind-project-stopped-2026-01-16/
6. Elizabeth Ouzts. “Dominion Energy’s Latest Plan Sidesteps Virginia’s 2045 Clean Power Goal,” Canary Media, July 1, 2025. See https://www.canarymedia.com/articles/utilities/dominion-virginia-clean-power-law
7. Ivy Main. “Once Again, Dominion’s Energy Plan Falls Short. This Time, the SCC Isn’t Having It.,” Virginia Mercury, October 28, 2024. See https://virginiamercury.com/2024/10/28/once-again-dominions-energy-plan-falls-short-this-time-the-scc-isnt-having-it/
8. Patrick Larsen. “State regulators partially OK Dominion Energy bill increases,” VPM News, November 25, 2025. See https://www.vpm.org/news/2025-11-25/dominion-energy-virginia-scc-electric-bill-natural-gas-plant-cerc
9. Steve Haner. “Virginia Clean Economy Act Increases Costs in Both Expected and Unexpected Ways,” Thomas Jefferson Institute for Public Policy, August 19, 2024. See https://www.thomasjeffersoninst.org/virginia-clean-economy-act-increases-costs-in-both-expected-and-unexpected-ways/
10. “2025 Proxy Statement (Performance Graph),” Dominion Energy, 2025. See https://www.sec.gov/Archives/edgar/data/715957/000095017025046340/d-20250328.htm; “S&P 500 Total Returns by Year Since 1926,” Slickcharts, accessed March 2026. See https://www.slickcharts.com/sp500/returns
11. “Dividend History,” Dominion Energy, 2025. See https://investors.dominionenergy.com/
12. Dominion Energy, Inc. “Definitive Proxy Statement (DEF 14A),” Dominion Energy, 2025. See https://www.sec.gov/Archives/edgar/data/715957/000095017025046340/d-20250328.htm
13. “Va. Utility’s CEO Deceived Employees About Anti-Youngkin Donations,” National Legal and Policy Center, February 28, 2022. See https://nlpc.org/corporate-integrity-project/va-utilitys-ceo-deceived-employees-about-anti-youngkin-donations/
14. Julie Daum and Laurel McCarthy. “2024 U.S. Board Index,” Harvard Law School Forum on Corporate Governance, October 26, 2024. See https://corpgov.law.harvard.edu/2024/10/26/2024-u-s-board-index/
(Post references PX14A6G Notice of exempt solicitation)
