Kristin G. Lovejoy

About Kristin G. Lovejoy

Kristin G. Lovejoy (age 58) has served as an independent director of Dominion Energy since 2022, bringing deep cybersecurity, risk management, and technology oversight expertise. She is Global Security and Resilience Practice Leader at Kyndryl (since Nov. 2021), and previously led EY’s global cybersecurity practice, founded and ran BluVector, and held senior roles at IBM including Global CISO and GM of Security Services; she holds U.S. and EU patents in risk management and was recognized among top cybersecurity leaders . She serves on Dominion’s Audit Committee and Safety, Technology, Nuclear and Operations Committee, with independence affirmed under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Lovejoy is independent; Dominion’s committees are 100% independent .
• Committee assignments: Audit (9 meetings in 2024) and Safety, Technology, Nuclear & Operations (2 meetings in 2024) .
• Attendance: The Board met nine times in 2024; each director attended at least 75% of Board and respective committee meetings; all nominees attended the 2024 Annual Meeting. Independent directors meet in executive session at each regularly scheduled Board meeting .
• Oversight areas: Audit oversees financial reporting integrity, internal controls, compliance, risk assessment/management, and Ethics & Compliance; Operations oversees safety, operational KPIs, nuclear oversight, cyber programs, environmental performance, and technology initiatives .

Fixed Compensation

Additional program structure (2024): Annual director cash retainer $50,000; chair retainers $25,000 (Audit, CTD, Operations), $20,000 (Finance, NGS); Lead Director $50,000; $2,000 excess meeting fee beyond 25 meetings; Operations Committee chair retainer established at $25,000 in 2024 governance refresh; otherwise no changes recommended by FW Cook review .

Performance Compensation

• Non-employee director pay has no performance-based metrics; equity retainer grants are time-based. No stock options have been granted to directors since 2001; no tax gross-ups on imputed income for directors .
• Clawback and performance metric frameworks described in the CD&A apply to executives, not directors .

Other Directorships & Interlocks

• Compensation Committee Interlocks: Dominion discloses no compensation committee interlocks or insider participation; Lovejoy is not a CTD member .

Expertise & Qualifications

• Cybersecurity, technology, and resilience leadership; patents in risk management; recognized industry awards .
• Financial, risk management, environmental, and governance experience from Kyndryl/IBM/EY/BluVector roles .
• Skills align with Board matrix: innovation/technology, risk management, corporate governance, and financial/accounting oversight .

Equity Ownership

• Stock ownership guidelines: Within four years of election, each non-employee director must hold the lesser of 12,000 shares or shares equal in value to 5x combined cash and stock retainers . Directors may defer cash/stock retainers into stock unit accounts credited with dividend equivalents; departure grants of 1,000 shares (plus 1,000 for each chair/Lead Director role held in prior year) for directors with ≥5 years of service .
• Hedging/pledging: Directors are prohibited from hedging or pledging Dominion equity; margin accounts are prohibited .
• Insider trades (recent signal):
  • May 7, 2025: Open-market purchase of 5,395 shares (~$294,998 total), filed on Form 4 May 8, 2025 .

Governance Assessment

• Board effectiveness: Lovejoy’s cyber resilience expertise strengthens Dominion’s oversight of IT and cybersecurity risk, a disclosed Board priority with regular briefings from the CSO and CIO and formal incident response frameworks; Operations Committee explicitly oversees cybersecurity programs .
• Independence & attendance: Independence affirmed; committee membership on two independent committees; 2024 attendance standards met across directors with executive sessions each regular meeting, supporting robust oversight culture .
• Compensation alignment: Director pay is a balanced cash/equity mix with no performance levers, reducing risk of misaligned incentives; strong ownership guidelines and deferral elections align interests with shareholders (Lovejoy deferred her cash retainer) .
• Conflicts/related-party exposure: No related-party transactions disclosed involving Lovejoy; broader related-party review shows only immaterial employee and asset management relationships (Vanguard/BlackRock), reviewed under guidelines .
• Shareholder signals: Strong Say-on-Pay support (95.1% in 2024) indicates investor confidence in compensation governance; directors participate selectively in engagement with holders representing ~44% of shares, covering governance, comp, and environmental topics .
• Red flags: None identified—no hedging/pledging permitted, no director options, no disclosed attendance issues, no personal related-party transactions, and independent committee service .

Implications: Lovejoy’s cybersecurity and resilience profile is accretive to Dominion’s risk oversight amid rising grid digitization and threat vectors; her recent open-market share purchase reinforces alignment. With independent status, committee service (Audit and Operations), and equity deferral, signals are supportive of board effectiveness and investor confidence .