D. Maybank Hagood
About D. Maybank Hagood
Independent director at Dominion Energy (D) since 2019; age 63; currently serves on the Finance and Nominating, Governance & Sustainability (NGS) committees . Chairman (since 2012) and CEO (since 2003) of Southern Diversified Distributors, parent of William M. Bird and TranSouth Logistics, focused on floor covering distribution, warehousing, logistics and transportation across the Southeast . Holds a B.A. and MBA from the University of Virginia . Past public company board experience includes SCANA Corporation prior to its merger with Dominion Energy, providing relevant governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Diversified Distributors, Inc. | Chief Executive Officer | Since 2003 | Oversight of IT strategy, customer operations, supply chain, marketing; leadership in risk and financial operations |
| Southern Diversified Distributors, Inc. | Chairman | Since 2012 | Strategic governance; talent development oversight |
| SCANA Corporation | Director | Not disclosed | Public company governance experience; board transparency/accountability |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Lamb Institute (non-profit) | Chair, Board of Directors | Not disclosed | Oversight of programs supporting schools, orphanage and initiatives in Honduras |
| Bravo Services, LLC | Board Member | Not disclosed | Consortium governance across 12 North American flooring companies (~$2B sales) |
Board Governance
- Committee assignments: Finance; Nominating, Governance & Sustainability (NGS) .
- Committee meeting cadence in 2024: Finance (4), NGS (4); Board met nine times; independent director executive sessions at each regularly scheduled meeting .
- Independence: Board affirmatively determined Hagood is independent; all committees are 100% independent; Lead Independent Director is Susan N. Story .
- Attendance: Each director serving in 2024 attended at least 75% of Board and relevant committee meetings; all directors standing for re-election attended the 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $117,500 | Cash retainers and applicable fees |
| Stock Awards | $167,494 | Annual stock retainer; 3,258 shares at $51.41 grant-date price (May 6, 2024) |
| All Other Compensation | $0 | Matching gifts available up to $5,000; none reported for Hagood in 2024 |
| Total | $284,994 | Sum of cash and stock awards |
Program features relevant to non-employee directors:
- Annual cash retainer: $50,000; Lead Director additional $50,000; committee chair retainers: Audit/CTD/Operations $25,000; Finance/NGS $20,000; $2,000 excess meeting fee beyond 25 meetings/year .
- Directors may defer cash and/or stock retainers to stock unit accounts; distributions upon Board departure; departure stock grant of 1,000 shares plus 1,000 per chair/Lead Director position held in prior year .
Performance Compensation
Dominion Energy does not use performance-based incentive metrics for non-employee director compensation; director pay is a mix of fixed cash retainers and annual stock retainers (no options since 2001) .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| SCANA Corporation | Prior | Director | Public company governance experience prior to SCANA’s merger into Dominion |
- No related-party transactions disclosed involving Hagood; company reports only one director’s family employment (Jibson’s son) and services from large shareholders (Vanguard, BlackRock); Hagood not implicated .
Expertise & Qualifications
- Leadership, talent management, risk management and financial operations from CEO role at SDD, supporting Board oversight of financial reporting and controls .
- Oversight of corporate IT systems, customer service ops, supply chain and marketing; enhances Board understanding of cybersecurity and customer/community expectations .
- Public company governance experience through SCANA board service .
Equity Ownership
| As of March 14, 2025 | Shares |
|---|---|
| Common Stock (direct) | 3,848 |
| Deferred Stock Accounts (stock units) | 17,475 |
| Restricted Shares | 0 |
| Total Beneficial Ownership | 21,323 |
Ownership alignment and safeguards:
- Director ownership guideline: within four years, lesser of 12,000 shares or value equal to 5x combined cash+stock retainers; company discloses all directors with ≥4 years have met guidelines (Hagood director since 2019) .
- Prohibitions: directors cannot hedge, use margin, or pledge company shares; anti-hedging/pledging policy applies to directors and officers .
Governance Assessment
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Independence and tenure: Independent since 2019; six years of service as of March 1, 2025; presence on Finance and NGS committees positions him in core Board oversight of financial policy, capital structure, dividend policy, sustainability goals and governance practices .
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Attendance and engagement: Board held nine meetings; committees met regularly; independent executive sessions every meeting; each director ≥75% attendance—supports Board effectiveness .
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Pay structure and alignment: Director compensation is modest, balanced between fixed cash and equity (no performance-based incentives), reducing pay-for-performance distortion risks for independent directors .
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Ownership alignment: 21,323 shares/units beneficially owned; company-level ownership guidelines met for directors with ≥4 years; strong anti-hedging/pledging controls .
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Conflicts and related-party exposure: No related-party transactions disclosed involving Hagood; no loans or pledging; no interlocks with Dominion counterparties indicated .
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Shareholder sentiment: Executive compensation program received 95.1% Say-on-Pay support in 2024, indicating broad investor confidence in governance and pay practices at the company level .
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RED FLAGS: None identified specific to Hagood. No related-party dealings; robust independence; compliance with ownership policies; and active committee oversight roles .