Carlos M. Brown

About Carlos M. Brown

Carlos M. Brown, age 50, serves as President – Dominion Energy Services and Executive Vice President, Chief Legal Officer and Corporate Secretary (since January 2024). He previously served as SVP, Chief Legal Officer and General Counsel (2022–2023), and SVP, General Counsel and Chief Compliance Officer (2019–2022) . Company performance during 2024 included operating EPS of $2.77, reported EPS of $2.44, and a 20.4% total shareholder return, alongside approximately $21 billion of debt reduction following the strategic business review . His current role places him at the center of enterprise legal, compliance and corporate governance, including corporate secretary responsibilities .

Past Roles

External Roles

• No external public company directorships or external roles are disclosed for Mr. Brown in the company’s FY 2024 10-K or 2025 Proxy Statement .

Fixed Compensation

Multi-year fixed pay and other compensation elements:

Notes:

• Salary targeted near peer median; 2024 increase recognized increased responsibilities .
• Executive perquisites are limited; no tax gross-ups on perquisites except certain relocation benefits .

Performance Compensation

Annual Incentive Plan (AIP) – Structure and 2024 Results

• 2024 AIP metric for NEOs: consolidated operating EPS only; CTD Committee could apply negative discretion based on operational scorecard (safety, customer experience, reliability, compliance), but made no reductions .
• 2024 operating EPS goal: Threshold $2.55 (50%), Target $2.75 (100%), Max $2.95 (200%). Actual $2.77 → funding at 110% .

Long-Term Incentive Program (LTIP) – 2024 Design and Grants

• 2024 LTIP mix for NEOs (other than CEO): 70% performance-based (PSUs or performance shares), 30% time-based restricted stock; 3-year performance period (2024–2026), settle Feb 1, 2027 .
• Brown’s 2024 LTIP targets: $1,050,000 performance-based (performance shares), $450,000 restricted stock; total $1,500,000 .
• Performance metrics and weightings: 50% Relative TSR (target at 50th percentile for NEOs), 40% 3-year cumulative operating EPS, 10% Non-Carbon Emitting Generation Capacity (NCGC) .
• As of the Feb 26, 2024 grant, Brown received performance shares (settling in shares) because he had not yet achieved at least 50% of his share ownership guideline; dividend equivalents accrue through the period .

2024 grant specifics:

Outstanding equity and vesting schedule (as of 12/31/2024):

Recent vesting (2024):

• Shares acquired on vesting: 5,837; value realized $270,658; 540 shares (25%) deferred from 2021 goal-based shares .

Historical LTIP payout (2019–2021 grant paid in 2022; 2020–2022 grant paid in 2023; 2022–2024 grant paid in 2025):

• 2022 Performance Grants (performance period 2022–2024) paid at 8.8% of target overall (0% TSR, 0% cumulative operating EPS, 88.1% NCGC), yielding $39,600 for Brown .

Total Reported Compensation (SEC)

Equity Ownership & Alignment

• Beneficial ownership (as of March 14, 2025): 20,521 common shares; 3,616 deferred stock (DCP); 33,475 restricted shares; total 57,612. No individual officer (including Brown) owns ≥1% of outstanding shares .
• Share ownership guidelines: Executive Vice Presidents are required to hold shares equal in value to 4× salary; until compliant, officers must retain all after‑tax vested shares. Company offers an Executive Stock Purchase Tool Kit (optional) to accelerate ownership .
• Compliance status indicator: As of the 2024 grant, Brown had not yet achieved 50% of his ownership guideline (received performance shares rather than cash-settled PSUs), reinforcing share accumulation via equity settlement .
• Anti-hedging/pledging: Officers are prohibited from hedging and from pledging or using margin accounts with company stock .

Ownership snapshot:

Employment Terms

• Employment Continuity Agreement (double-trigger): Benefits require both a change in control and termination without cause or constructive termination (e.g., material cut in pay/bonus/role or >50-mile relocation) . Severance: lump sum equal to 3× (base salary + AIP, greater of current target or highest actual in prior 3 years), plus added five years age and service credit for certain retirement plans, executive life insurance premium continuation (up to five years), retiree medical (with age/service credit), and outplacement up to $25,000. Excise tax gross-up applies to some officers; eliminated for officers first elected after Feb 1, 2013; Brown is not eligible for a gross-up .
• Change‑in‑Control incremental benefits (as of 12/31/2024): Non-qualified plan payment $2,816,573; restricted stock $497,989; performance grant $1,038,658; severance $4,260,750; retiree medical & executive life insurance $120,440; outplacement $25,000; total $8,759,410 .
• Non-compete: Officers agree to confidentiality and a one‑year non‑competition requirement following retirement or termination as a condition to certain retirement plan benefits (BRP/Frozen ESRP) .
• Deferred Compensation Plan (DCP): In 2024, company contributions for Brown were $24,602; aggregate earnings $40,314; year-end balance $246,920 .
• Clawback: Company maintains an Exchange Act Rule 10D‑1 compliant clawback policy covering all incentive-based compensation for executive officers; broader clawback provisions in AIP/LTIP allow recoupment in cases of fraud or misconduct .

Performance Compensation – Metric Details (for analysts)

• AIP (2024): Single metric (consolidated operating EPS) with 50/100/200% funding at $2.55/$2.75/$2.95 per share; actual $2.77 → 110% funding; operational scorecard used for potential downward discretion only; no reductions applied .
• LTIP (2024–2026):
  • Relative TSR vs. 2024 Compensation Peer Group (Ameren, AEP, CenterPoint, CMS, ConEd, DTE, Duke, Edison Int’l, Entergy, Eversource, Exelon, FirstEnergy, NextEra, PSEG, Southern, WEC, Xcel). For NEOs, 50th percentile = 100% payout; 25th = 50%; 85th+ = 200% (interpolated) .
  • Cumulative operating EPS targets: Threshold $8.77 (50%), Target $9.74 (100%), Max $10.52 (200%) over 2024–2026 (interpolated) .
  • NCGC (non‑carbon emitting generation capacity) percentage: Threshold 35% (50%), Target 38–45% (100%), Max 50% (200%) (interpolated) .

Investment Implications

• Pay-for-performance alignment: Brown’s 2024 compensation increased his at‑risk mix (performance shares + restricted stock total target $1.5M), with a single‑metric AIP (operating EPS) funded at 110%, while the prior 2022–2024 performance grant paid just 8.8% of target, indicating rigorous LTIP hurdles and downside sensitivity .
• Retention and change-in-control economics: Material unvested equity through 2027 combined with a double‑trigger COC package ($8.76M incremental value as of 12/31/24) lowers near‑term voluntary departure risk and provides significant COC protection .
• Ownership alignment and trading pressure: Beneficial ownership totals 57,612 shares; anti‑hedging/pledging and strict ownership guidelines (4× salary for EVPs) support alignment. Upcoming vesting events (2026 and 2027) could create periodic liquidity needs (e.g., tax withholding), though policy encourages retention until guideline compliance .
• Governance risk mitigants: No excise tax gross‑up eligibility for Brown; robust clawback and prohibition on hedging/pledging reduce governance red flags; 2024 Say‑on‑Pay support was 95.1% .

Supporting Tables

2024 AIP Goal Structure and Outcome

2022–2024 Performance Grant Payout (Paid in 2025)

Beneficial Ownership (as of March 14, 2025)

Change-in-Control Incremental Payments (as of Dec 31, 2024)