Mark J. Kington

About Mark J. Kington

Mark J. Kington (age 65) is an independent director of Dominion Energy, Inc., serving since 2005. He is Managing Director of Kington Management, LP; previously Managing Director of X‑10 Capital Management, LLC, and a founding member of Columbia Capital, LLC focused on communications and IT. He holds a B.A. from the University of Tennessee and an MBA from the University of Virginia (Darden). Core credentials cited include corporate finance (derivatives/capital markets), investment management, IT, and regulatory/governmental expertise; he currently chairs Dominion’s Finance Committee and also serves on the Compensation & Talent Development Committee .

Past Roles

External Roles

• No current public company directorships are disclosed in his biography; the proxy lists such experience for other nominees where applicable, but none is listed for Kington .

Board Governance

• Independence: The Board affirmatively determined Kington is independent under NYSE and Dominion standards .
• Board/Committee structure: Finance (Chair) and Compensation & Talent Development (CTD) member; committees are 100% independent .
• Meetings and attendance: Board met nine times in 2024; every director attended at least 75% of Board and applicable committee meetings; executive sessions of independent directors occur at each regular Board meeting, presided by the independent Lead Director (Susan N. Story) .
• Committee activity levels: CTD held five meetings in 2024; Finance held four meetings in 2024 .
• Finance Committee remit (selected): Oversees financial policies/objectives/performance, capital structure and financing flexibility, financing activities, liquidity, insurance coverages, energy trading policies/limits, credit and market exposure, and risk measurements .
• CTD remit (selected): Oversees executive pay philosophy/programs, CEO performance/compensation, succession planning, and human capital strategies; also reviews director compensation annually; the committee uses an independent consultant as needed. No compensation committee interlocks or insider participation are present .

Fixed Compensation

• Deferral elections: Kington deferred his 2024 annual cash retainer into a stock unit account; directors may also defer stock retainers into stock unit accounts credited with dividend equivalents .
• Program design: 2024 chair retainers—Audit/CTD/Operations chairs $25,000; Finance/NGS chairs $20,000; Lead Director $50,000; excess meeting fee $2,000 for >25 meetings/year; no changes recommended by FW Cook after review .
• No stock options granted to directors since 2001; none outstanding; plan permits restricted stock/options, but none were granted in 2024 .
• Departure stock grants: Directors with ≥5 years of service receive 1,000 shares upon departure, plus 1,000 shares for each chair or Lead Director role held in the year preceding departure .

Performance Compensation

• Non‑employee directors do not have performance‑based pay metrics (e.g., TSR targets) and do not receive options/SARs under current practice; equity is delivered via an annual stock retainer (3,258 shares in 2024) .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance/capital markets: corporate finance, derivatives, capital markets; supports Finance Committee chair role .
• Investment/IT: venture and principal roles in communications/IT firms; innovation and technology experience .
• Regulatory/governmental: telecom industry regulatory experience informing policy/legislative oversight .
• Leadership, risk management, talent management: managing director roles and governance experience .

Equity Ownership

• Joint holdings: 11,350 shares held in joint tenancy by Kington are included in the total .
• Ownership guidelines: Within four years, directors must hold the lesser of 12,000 shares or shares equal in value to 5× combined annual cash and stock retainers; all directors with ≥4 years of service have met their ownership requirement .
• Alignment protections: Hedging transactions, margin accounts, and pledging of Dominion Energy shares are prohibited for directors .

Governance Assessment

• Board effectiveness: As Finance Chair and CTD member, Kington is positioned at the nexus of capital structure oversight and executive/board pay and talent strategy—high‑impact committees with clear remits and regular meeting cadence (Finance x4; CTD x5, 2024) . His capital markets and regulatory background aligns with Dominion’s financing/risk oversight needs .
• Independence/engagement: Affirmed independent; Board conducted nine meetings with executive sessions at each; all directors met the 75% attendance threshold and attended the 2024 Annual Meeting—baseline engagement signal .
• Compensation alignment: 2024 director pay mix is equity‑tilted (stock retainer $167,494 exceeds cash fees $137,500), plus his deferral of cash into stock units—supportive of long‑term alignment; no option grants or tax gross‑ups for directors; matching gifts are modest ($5,000) .
• Conflicts/related parties: No related‑party transactions disclosed for Kington; committee interlocks specifically denied by the company; Section 16(a) delinquency note in proxy does not involve Kington .
• Ownership discipline: Meets/share ownership guideline expectations for seasoned directors; hedging/pledging prohibited—reduces alignment risk .
• RED FLAGS: None disclosed for Kington (no related‑party transactions, no hedging/pledging, no interlocks, and attendance threshold met) .

Implications: Kington’s Finance Chair role and CTD membership give him influence over capital structure and pay/human capital oversight. His equity‑heavy compensation and deferral election, combined with strict ownership/anti‑hedging policies, point to strong alignment. Lack of related‑party exposure and confirmed independence support investor confidence in governance around financing and compensation oversight .

Insider Trades

• Detailed Form 4 transactions for Kington are not summarized in the proxy; investors should review SEC EDGAR for individual trade history. The proxy confirms no delinquency for Kington in 2024 .