Edward H. Baine
President – Utility Operations and Dominion Energy Virginia at D
Executive
About Edward H. Baine
Edward H. “Ed” Baine is Executive Vice President–Utility Operations and President–Dominion Energy Virginia, responsible for utility operations across Dominion Energy Virginia and Dominion Energy South Carolina. He joined Dominion in 1995 and advanced through engineering and operations roles to become President of Dominion Energy Virginia in 2020; he added responsibility for Utility Operations in January 2025, with promotion to EVP effective July 1, 2025 . He holds a B.S. in Electrical Engineering from Virginia Tech, completed Duke Fuqua’s Advanced Management Program, and is a registered professional engineer in Virginia . Dominion’s 2024 operating EPS was $2.77 vs. $2.75 target (AIP funded 110%), and 2024 total shareholder return was 20.4% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dominion Energy | Associate Engineer | 1995–2009 | Foundation in distribution operations and reliability |
| Dominion Energy | Vice President – Shared Services | 2009–2012 | Operational efficiency across shared functions |
| Dominion Energy | VP – Power Generation Merchant Operations | 2012–2013 | Managed merchant generation portfolio operations |
| Dominion Energy | VP – Power Generation System Operations | 2013–2015 | Led system operations for generation fleet |
| Dominion Energy Virginia | SVP – Transmission & Customer Service | 2015–2016 | Reliability and customer service leadership |
| Dominion Energy | SVP – Distribution, Power Delivery Group | 2016–2019 | Grid modernization and distribution resilience |
| Dominion Energy Virginia | SVP – Power Delivery | 2019–2020 | Oversight of T&D execution in Virginia |
| Dominion Energy Virginia | President | 2020–present | Vertically integrated utility leadership (generation, transmission, distribution) |
| Dominion Energy | President – Utility Operations; EVP–Utility Operations | 2025–present | Companywide utility operations across VA and SC (effective EVP July 1, 2025) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hubbell Incorporated (NYSE: HUBB) | Director | 2025–present | Utility equipment and grid modernization insight to supplier ecosystem |
| Virginia Tech | Board of Visitors, Vice Rector; Academy of Engineering Excellence honoree | 2018–present; 2023 induction | STEM pipeline, governance, and industry-academic alignment |
| Dominion Energy Credit Union | Board member | 2011–present | Employee financial wellness and governance |
| ChamberRVA; Venture Richmond | Board member/Chair | 2009–present | Regional economic development and stakeholder engagement |
| Southeastern Electric Exchange | Board of Directors | — | Industry collaboration on transmission/distribution practices |
| Virginia Learns; American Revolution 250 Commission; GreenCity CDA | Board/Commission member | — | Community and sustainability initiatives |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $528,852 | $576,170 |
| AIP Target (% of Salary) | 70% | 70% |
| AIP Actual Payout ($) | $485,403 | $450,476 |
| All Other Compensation ($) | $38,583 | $37,143 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Consolidated Operating EPS | 100% | $2.75/share | $2.77/share | 110% funding | Committee retained discretion for operational goals; no negative adjustments |
Long-Term Incentive Program (LTIP) – 2024 Parameters (Baine)
| Component | Weighting | Metric | Target | Payout Range | Vesting/Settlement |
|---|---|---|---|---|---|
| PSUs (settle in cash) | 70% of LTIP | Relative TSR | 50th percentile for target | 0–200% | 3-year period (2024–2026); payout by early 2027 |
| PSUs (settle in cash) | — | Cumulative Operating EPS | Target $9.74; Threshold $8.77; Max $10.52 | 0–200% | Same as above |
| PSUs (settle in cash) | — | NCGC Performance | Target 38–45% (non-carbon capacity %) | 0–200% | Same as above |
| Restricted Stock (time-based) | 30% of LTIP | Time-based | — | — | 3-year cliff; vests Feb 1, 2027 |
2024 Grants (Baine)
| Award Type | Grant Date | Approval Date | Target Units/Shares | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (cash-settled) | 4/1/2024 | 1/25/2024 | 13,531 | $758,310 |
| Restricted Stock | 2/26/2024 | 1/25/2024 | 5,799 | $270,001 |
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Shares of Common Stock Owned | 28,886 |
| Restricted Shares (Unvested) | 19,611 |
| Total Beneficial Ownership | 48,497 |
| Ownership % of Outstanding | <1% (individual and group) |
| Value Realized on Vesting in 2024 | 3,515 shares; $164,080 |
Upcoming vesting and potential selling pressure:
- Time-based restricted stock: 2,559 vested Feb 1, 2025; 4,367 vest Feb 1, 2026; 5,799 vest Feb 1, 2027 .
- PSUs: 13,531 target units; performance period 2024–2026; vest/pay early 2027; scheduled vest date Feb 1, 2027 (cash settlement) .
Stock ownership alignment:
- Executive ownership guideline for Presidents of Dominion Energy subsidiaries: 3x base salary; until met, must retain all after-tax shares from vesting; anti-hedging and pledging prohibited (no margin or pledging) .
Nonqualified deferred compensation (DCP) – 2024:
| Item | Amount ($) |
|---|---|
| Executive Contributions | 32,364 |
| Registrant Contributions | 32,000 |
| Aggregate Earnings | 27,463 |
| Ending Balance | 243,249 |
Employment Terms
Change-in-control framework:
- Employment Continuity Agreements have rolling three-year terms; double-trigger required (CiC plus termination without cause or constructive termination) .
- Severance multiple: lump sum equal to 3× base salary plus AIP award (greater of current-year target or highest actual AIP in prior three years); additional benefits include pension credits, executive life premiums (up to five years), retiree medical eligibility, and outplacement up to $25,000 .
Incremental payments as of Dec 31, 2024 (Baine):
| Scenario | Non-Qualified Plan Payment | Restricted Stock | Performance Grant | Severance | Retiree Medical & Exec Life | Outplacement | Excise Tax & Gross-Up | Total |
|---|---|---|---|---|---|---|---|---|
| Termination without Cause | $0 | $379,605 | $785,298 | $0 | $0 | $0 | $0 | $1,164,903 |
| Death/Disability | $0 | $379,605 | $785,298 | $0 | $0 | $0 | $0 | $1,164,903 |
| Change in Control (double trigger) | $2,743,669 | $305,762 | $633,480 | $3,005,094 | $39,230 | $25,000 | $3,258,958 | $10,011,193 |
Additional governance terms:
- Clawback policy effective Oct 2, 2023 covering incentive-based compensation upon certain restatements; broader clawback for misconduct in AIP/LTIP grants .
- No options outstanding; equity comp available under shareholder-approved plans; 26,725,031 shares remain available for issuance under plans at 12/31/2024 .
Performance & Track Record
| Indicator | 2023 | 2024 |
|---|---|---|
| Operating EPS (company) | $1.99; AIP funded at 96% | $2.77; AIP funded at 110% |
| TSR (company, FY) | — | 20.4% |
| Dividend | $2.67/share; 383 consecutive quarters | $2.67/share; 387 consecutive quarters |
Notable achievements under Baine’s utility leadership:
- Customers had power 99.98% of the time (VA/Carolinas, excluding major storms) in 2024; continued expansion of solar portfolio (>8,973 MW in service or under development); $2.1B invested in VA transmission (+18% YoY) .
- Strategic portfolio actions and $21B debt reduction completed as part of business review .
Compensation Structure Analysis
- Mix: For other NEOs (including Baine), ~74% of 2024 target total direct compensation was performance-based or equity-based, indicating strong pay-for-performance orientation .
- LTIP shift: 2024 transition from cash performance grants to PSUs (70% performance-based; restricted stock reduced to 30%), tightening alignment with TSR/EPS outcomes; removal of P/E ratio modifier from LTIP starting 2024 reduces non-core optics risk .
- AIP discipline: 2024 AIP tied solely to consolidated operating EPS with committee discretion only to reduce payouts; payout at 110% reflects above-target EPS execution .
- Below-target legacy performance grant: 2022 Performance Grants paid 8.8% of target (missed relative TSR and cumulative operating EPS goals), reinforcing outcome-based LTIP rigor .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 95.1% support at the 2024 Annual Meeting; prior year 91.7% .
- Shareholder engagement: Outreach covered ~44% of outstanding shares during 2024, with support for compensation program and clearer disclosure .
Equity Ownership & Pledging/Hedging
- Share ownership guidelines: President – Dominion Energy subsidiaries must hold shares equal to 3× base salary; officers must retain all after-tax shares until target met; only “excess” shares above 15% over target can be sold/transferred (subject to insider-trading rules) .
- Anti-hedging/pledging: Directors and officers prohibited from hedging, using margin accounts, or pledging company shares, limiting misalignment risk .
Investment Implications
- Alignment: Heavy weighting to relative TSR and cumulative operating EPS in PSUs, plus AIP tied solely to operating EPS, supports direct linkage between executive pay and shareholder outcomes; high Say-on-Pay support affirms investor confidence .
- Retention and overhang: Significant 2027 vesting events (restricted stock and PSUs) could create concentrated selling windows; monitor insider Form 4 activity around early 2027 for potential supply effects .
- Governance strengths: Strict anti-hedging/pledging and robust clawback mitigate adverse alignment and misconduct risks; ownership guidelines enforce meaningful “skin in the game” .
- Red flags: Legacy excise tax gross-up eligibility under change-in-control for Baine (due to officer status predating 2013 policy change) is shareholder-unfriendly; sizable potential CiC package represents event risk, albeit double-trigger mitigates payment absent termination .
- Execution risk: Prior below-target LTIP payout (8.8% of target for 2022 grants) shows the plan penalizes underperformance; continued delivery on EPS and TSR will be necessary to realize 2024–2026 PSU value .