Whereas: Executive compensation should be directly tied to measurable outcomes that reflect the company’s financial performance. For a company like Dominion Energy whose financial performance is the key driver of its position as a competitive energy company, compensation structures must prioritize metrics that reinforce profitability, customer trust, and operational excellence. The particular use of ESG and DEI metrics in executive compensation, often based on subjective or activist criteria, diverts focus from these core business imperatives and dilutes executive responsibility. Unfortunately, as per Bowyer Research analysis, Dominion Energy incorporates such metrics, including tying executive compensation (specifically cash incentives) to what it describes in its 2025 proxy statement1 as “Non-Carbon Emitting Generation CapacityPercentage[s]” without adequately explaining how the growth of such percentages increases shareholder value. While proponents of ESG and DEI argue for these metrics, Dominion’s fiduciary duty demands that executive compensation should be tied to value creation, not to metrics that are legally risky, ideologically divisive, or ambiguous regarding core business. This is of particular importance to investors given Dominion’s recent issues meeting performance targets, issues which notably affected2 the payout of executive compensation. If performance targets are not met, it is more imperative than ever for the company’s executive compensation to prioritize focus on Dominion’s success, particularly in key energy sectors such as oil and gas. Studies indicate that ESG-linked executive compensation introduces a‘dual mandate’ that confuses strategic priorities. One study in particular3 notes that “the demand for ESG-based compensation is, explicitly or implicitly, based on the recognition that corporate executives do not have, on their own, sufficiently strong incentives to give weight to the welfare of stakeholders.”Further, ISS analysis4 indicates that “DEI targets are more consistently achieved than financial goals,” raising questions of whether compensation elements like Dominion’s, which tie compensation to alternative emissions strategies while primarily citing to thecompany’s “long-term environmentalgoals,” positively impact business performance at all. Shareholders deserve transparency regarding exactly why Dominion Energy believes such ESG metrics improve business returns. As a company with obligations to both fiduciary responsibility & nondiscrimination, this integration of ESG metrics into executive compensation exposes Dominion Energy to insufficiently disclosed material risks. These risks include litigatory exposure stemming from subjective/activist criteria that may be difficult to quantify under scrutiny, regulatory uncertainty, and reputational harm, especially if compensation metrics are perceived as prioritizing ideological goals over fiduciary duty. Shareholders are right to ask Dominion Energy to address the obvious business liability/substantial risk caused by diluting executive compensation with goals separate from core business, brand performance, and shareholder return.