Robert H. Spilman, Jr.
DOMINION ENERGYAbout Robert H. Spilman, Jr.
Independent director (age 68) with 15 years of board service at Dominion Energy as of March 1, 2025; currently chairs the Compensation and Talent Development Committee and serves on the Nominating, Governance and Sustainability Committee. He is Chairman, President & CEO of Bassett Furniture Industries (NASDAQ) and previously served as Dominion’s Lead Independent Director (2020–2024). He holds an undergraduate degree from Vanderbilt University; the Board has affirmatively determined his independence under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bassett Furniture Industries, Inc. | President & CEO; Chairman of the Board | CEO since 2000; Chairman since 2016 | Public company leadership; investor relations; governance oversight |
| Dominion Energy, Inc. | Lead Independent Director | 2020–2024 | Led executive sessions; agenda planning; CEO performance assessment; shareholder engagement availability |
| Harris Teeter Supermarkets, Inc. | Director; Lead Director | Director 2002–2014; Lead Director 2012–2014 | Board leadership and governance at a public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia Foundation for Independent Colleges | Trustee/Board service | Ongoing | Community/education governance |
| New College Institute | Chairman of the Board (prior) | Past | Regional education oversight |
Board Governance
- Committee assignments: Chairs Compensation & Talent Development (CTD); member of Nominating, Governance & Sustainability (NGS) .
- Independence: Board affirmatively determined Spilman is independent; all committees are 100% independent .
- Attendance/engagement: Board met nine times in 2024; all directors attended at least 75% of Board/committee meetings; independent directors hold executive sessions at each regularly scheduled Board meeting; all directors standing for re-election attended the 2024 Annual Meeting .
- Lead Independent Director: Role currently held by Susan N. Story (since May 2024); duties include agenda approval, CEO performance assessment leadership with CTD, and shareholder engagement availability .
| Committee | Role | Meetings in 2024 | Key Oversight |
|---|---|---|---|
| Compensation & Talent Development (CTD) | Chair | 5 | Executive compensation plans; CEO evaluation; succession; human capital; director compensation oversight post-committee refresh |
| Nominating, Governance & Sustainability (NGS) | Member | 4 | Board composition; committee appointments; board/committee evaluations; sustainability governance and goals; stakeholder engagement |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $142,500 | Includes annual retainer and applicable chair/meeting fees per policy |
| Stock Awards | $167,494 | Annual stock retainer; 3,258 shares valued at $51.41 (May 6, 2024 close) |
| All Other Compensation | — | No other compensation reported |
| Total | $309,994 | Aggregate 2024 director compensation |
- Director pay structure: Annual retainer $50,000; committee chair retainers—$25,000 (Audit, CTD, Operations), $20,000 (Finance, NGS); Lead Director retainer $50,000; $2,000 excess meeting fee for >25 meetings; Operations Committee chair retainer set at $25,000 beginning July 2024 .
- Program mechanics: Directors may defer cash/stock retainers into stock unit accounts; no stock options granted to directors since 2001; matching gifts up to $5,000/year; expense reimbursements; no tax gross-ups on imputed income for directors .
Performance Compensation
- Non-employee directors do not receive performance-based awards; equity compensation consists of the fixed annual stock retainer, and no options have been granted since 2001 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure |
|---|---|---|---|
| Bassett Furniture Industries, Inc. | Public (NASDAQ) | Chairman; President & CEO | Director since 1997; CEO since 2000; Chairman since 2016 |
| Harris Teeter Supermarkets, Inc. | Public (until 2014) | Director; Lead Director | Director 2002–2014; Lead Director 2012–2014 |
- CTD interlocks: No Dominion Energy executive officer serves on the compensation committee or board of any company where a Dominion CTD member or Dominion director serves as an executive officer; no CTD member has served as a Dominion employee .
Expertise & Qualifications
- CEO-level leadership, brand management, product development, and competitive consumer market expertise from leading a national retailer/manufacturer .
- Talent management, IT/e-commerce, and environmental impact familiarity from manufacturing and retail operations .
- Financial, risk management, leadership, investor relations, and corporate governance experience; prior lead directorship at Harris Teeter and current public-company chair role .
Equity Ownership
| Holding (as of March 14, 2025) | Shares/Units | Notes |
|---|---|---|
| Shares of Common Stock | 35,441 | Includes 2,834 shares held in trust |
| Deferred Stock Accounts | 17,195 | Trust-held stock units credited with dividend-equivalent units |
| Restricted Shares | — | None reported for directors |
| Total Beneficial Ownership | 52,636 | Aggregate of above; individual ownership <1% of outstanding shares |
- Ownership alignment: Directors must hold the lesser of 12,000 shares or an amount equal to five times combined annual cash and stock retainers within four years; all directors with ≥4 years’ service have met requirements .
- Hedging/pledging prohibitions: Directors are prohibited from hedging or pledging company stock; margin accounts not permitted .
Governance Assessment
- Strengths: Independent status; chairs a critical committee (CTD) with direct oversight of CEO pay, succession, and HCM; robust board governance with 100% independent committees and frequent executive sessions; strong director ownership requirements and anti-hedging/pledging policy; clear director pay structure and transparency; Say-on-Pay support was 95.1% in 2024, indicating investor alignment with compensation oversight .
- Watch items: Dual role as a sitting public-company CEO and Dominion’s CTD chair increases time/commitment demands; however, no related-party transactions involving Spilman were disclosed, independence was affirmed, and compensation committee interlocks were explicitly negated, mitigating conflict risk . Retirement policy requires independent directors to submit a resignation for consideration after age 75, providing refreshment guardrails; Spilman is 68 .