Robert M. Blue
DOMINION ENERGYAbout Robert M. Blue
Robert M. “Bob” Blue, 57, is Chair of the Board (since April 2021) and President & CEO of Dominion Energy (since October 2020). He joined Dominion Energy in 2005 after serving as Counselor and Director of Policy for the Governor of Virginia. He holds a B.A. and MBA from the University of Virginia and a J.D. from Yale University . Dominion delivered operating EPS of $2.77 in 2024 vs. $2.75 target (AIP funded at 110%) and achieved a 2024 total shareholder return of 20.4% amid a deleveraging program that reduced debt by ~$21B; annual dividends were $2.67/share with 387 consecutive quarterly payments . In 2024, the 2022 performance grant paid at just 8.8% of target (missed relative TSR and cumulative operating EPS goals), and 100% of the CEO’s 2024 LTIP was performance-based (93% tied to relative TSR and operating EPS), underscoring a tighter pay-for-performance alignment going forward .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dominion Energy | Chair of the Board | Apr 2021–present | Led strategy through business review, deleveraging, clean energy build-out and CVOW progress . |
| Dominion Energy | President & CEO | Oct 2020–present | Consolidated focus on regulated utilities; drove 2024 operating EPS target beat and TSR +20.4% . |
| Dominion Energy | EVP & Co-COO | Dec 2019–Sep 2020 | Oversight of enterprise operations during portfolio transition . |
| Dominion Energy | EVP & President & CEO – Power Delivery Group | May 2017–Nov 2019 | Led transmission/distribution; advanced operational reliability initiatives . |
| Dominion Energy | Senior Vice President (various) | Pre-2017 | Senior leadership across functions prior to 2017 . |
| Commonwealth of Virginia | Counselor & Director of Policy to the Governor | Pre-2005 | Public policy, regulatory and stakeholder expertise foundational to utility strategy . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Nuclear Energy Institute; Edison Electric Institute; Institute of Nuclear Power Operations | Board member | Current |
| Federal Reserve Bank of Richmond; Associated Electric & Gas Insurance Services | Board member | Current |
| Greater Washington Partnership; Sports Backers; Communities in Schools of Virginia | Board member | Current |
| University of Virginia | Board of Visitors | Current |
Fixed Compensation
Multi-year summary of CEO reported compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Comp. ($) | Change in Pension Value ($) | All Other Comp. ($) | SEC Total ($) | Realized Pay ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 1,225,000 | 8,526,987 | 2,189,990 | 795,805 | 166,843 | 12,904,625 | 6,510,494 |
| 2023 | 1,225,000 | 2,084,904 | 1,528,800 | 1,250,219 | 189,912 | 6,278,835 | 5,988,985 |
| 2022 | 1,225,000 | 3,320,036 | 2,023,514 | 10,107 | 216,328 | 6,794,985 | 4,426,266 |
2024 Annual Incentive Plan (AIP) specifics
- AIP target and payout: Base salary $1,225,000; Target award 130%; Funding 110% from consolidated operating EPS of $2.77 beating $2.75 target; Final payout $1,751,750 .
- Design note: Discretionary operational goals (reliability/compliance) achieved; CTD Committee made no negative adjustments, so payout based on financial goal at 110% .
Performance Compensation
2024 LTIP structure and goals for the CEO
| Component | Weight | Metric(s) | Target/Payout Curve | Performance Period | Settlement |
|---|---|---|---|---|---|
| PSUs | 70% | 50% 3-yr Relative TSR; 40% 3-yr Cumulative Operating EPS; 10% Non-Carbon Emitting Generation Capacity (NCGC) | TSR: 65th percentile = 100%, 85th+ = 200%, <25th = 0%; EPS: $9.74 = 100%, $10.52 = 200%, $8.77 = 50%; NCGC: 38–45% = 100%, 50%+ = 200%, 35% = 50% | Jan 1, 2024 – Dec 31, 2026 | Cash |
| Performance Shares | 30% | 3-yr Relative TSR | 65th percentile = 100%, 75th+ = 125%, <25th = 0% | Jan 1, 2024 – Dec 31, 2026 | Stock |
2024 LTIP target values and grants
| Item | Detail |
|---|---|
| Total 2024 LTIP target value | $8,300,000 (100% performance-based; $5.81M PSUs cash; $2.49M performance shares) . |
| Grant detail | PSUs (grant date 4/1/2024): Threshold 12,479; Target 124,786; Max 249,572; Grant-date FV $6,625,238 . |
| Grant detail | Performance Shares (2/26/2024): Target 53,480; Max 66,850; Grant-date FV $1,901,749 . |
| Settlement timing | Both awards cliff at end of 3-year performance period (12/31/2026); PSUs paid in cash; performance shares in stock . |
AIP operational scorecards (context)
- Reliability (40 points) and Compliance (25 points) spanned key operating segments (DEV, DESC, Gas Distribution, Nuclear); for CEO, scoring reflected blended segment outcomes .
- 2022 performance grant result: paid at 8.8% of target (missed relative TSR and cumulative operating EPS) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/14/2025) | 161,312 common shares; no listed restricted shares or director deferrals for Blue . |
| Shares acquired on vesting (2024) | 45,691 shares; value realized $2,132,856; no option exercises and no options outstanding for NEOs . |
| Stock ownership guidelines | CEO: 6x base salary; officers must retain all after-tax shares until target met; performance awards don’t count until vested . |
| Compliance indicator | As of 2/26/2024, all NEOs except Ridge and Brown had achieved >50% of guideline; those above 50% received PSUs settling in cash (including CEO) . |
| Hedging/pledging | Prohibited for directors/officers; margin accounts and pledging not allowed . |
| Options | None outstanding; no option exercises in 2024 . |
Vesting and potential selling pressure
- CEO’s 2024 performance awards vest based on 2024–2026 results, with cash PSUs (70%) and stock-settled performance shares (30%) delivering after 12/31/2026—creating potential event-driven liquidity around early 2027 for the stock portion .
- Restricted stock grants (3-year cliff to 2/1/2027) applied to other NEOs, not the CEO in 2024 .
Employment Terms
Change-in-control (CIC) and severance framework
| Provision | Key Terms |
|---|---|
| Employment Continuity Agreement | 3-year term, auto-renews annually; double trigger (CIC + termination without cause or constructive termination) . |
| Cash severance | 3x base salary + AIP (greater of current-year target or highest AIP in prior 3 years) . |
| Pension/benefits | Full vesting of Frozen ESRP and BRP with +5 years age/service; retiree medical and executive life per eligibility; outplacement up to $25,000 . |
| Excise tax | Gross-up provided for officers first elected before Feb 1, 2013; removed for officers first elected after that date . |
| Clawback | NYSE 10D-compliant policy effective Oct 2, 2023 plus broader recoupment language in AIP/LTIP; recovery for restatements and specified misconduct . |
| Non-compete | One-year non-competition and confidentiality obligations tied to executive retirement plans (BRP/Frozen ESRP) . |
| Employment agreements | No comprehensive employment agreements/severance agreements other than CIC continuity agreements . |
Potential CEO payments (incremental) at 12/31/2024
| Scenario | Non-Qualified Plan Payment ($) | Restricted Stock ($) | Performance Grant ($) | Severance ($) | Retiree Med & Exec Life ($) | Outplacement ($) | Excise Tax & Gross-Up ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Retirement | 0 | 2,223,987 | 13,243,670 | 0 | 0 | 0 | 0 | 15,467,657 |
| Death/Disability | 0 | 2,223,987 | 13,243,670 | 0 | 0 | 0 | 0 | 15,467,657 |
| Change in Control | 3,029,032 | 63,554 | 9,321,023 | 8,936,571 | 496,951 | 25,000 | 10,238,067 | 32,110,198 |
Perquisites and other benefits
- Personal aircraft: Board encourages CEO use for security; CEO must reimburse incremental costs above $150,000 per year for personal travel; no tax gross-ups on perqs (except certain relocation benefits) .
- Wellness/other: Officers receive up to $9,500 annually for wellness, executive physicals, and financial/estate planning; executive life insurance program closed to new officers Dec 23, 2023 .
Retirement benefits (present value at 12/31/2024)
| Plan | Years Credited | PV Accrued Benefit ($) |
|---|---|---|
| Pension Plan – Traditional Formula | 19.50 | 1,256,486 |
| Benefit Restoration Plan (BRP) | 19.50 | 4,643,515 |
| Frozen Executive Supplemental Retirement Plan (ESRP) | 14.25 | 3,822,974 |
Board Governance
- Roles and independence: Blue is both Chair and CEO; Board reaffirmed combined role in 2024 review, citing strategic execution and need for unified leadership; an Independent Lead Director (Susan N. Story) provides robust counterbalance with defined authorities .
- Committees: Five standing committees—Audit, Compensation & Talent Development (CTD), Finance, Nominating, Governance & Sustainability (NGS), and Safety, Technology, Nuclear & Operations—are 100% independent .
- Meetings and attendance: Board met 9 times in 2024; each director attended at least 75% of meetings; independent directors meet in executive session at each regularly scheduled Board meeting .
- Director pay: Blue receives no additional compensation for director service .
- Peer group for pay: 2024 peer group adjusted—NiSource replaced with DTE Energy—for benchmarking and relative TSR assessments .
Compensation Structure Analysis
- Mix and risk: Approximately 89% of CEO’s targeted 2024 total direct compensation is performance- or equity-based; 2024 LTIP is 100% performance-based (70% cash PSUs, 30% performance shares) with 93% tied to relative TSR and operating EPS—tighter alignment to shareholder value drivers .
- Metric rigor: TSR target at 65th percentile for 100% payout; EPS goal set over a 3-year horizon; NCGC embeds decarbonization progress (38–45% = 100%) .
- Payout discipline: 2022 performance grant paid at 8.8% of target due to missed relative TSR and EPS goals—demonstrating downside realization .
- Policy guardrails: Anti-hedging/pledging, retention/ownership guidelines (6x salary for CEO), NYSE-compliant clawback, and double-trigger CIC terms (but note legacy excise tax gross-up eligibility for CEO) .
Performance & Track Record
- 2024 results: Operating EPS $2.77 (vs. $2.75 target), AIP funded at 110%; reported EPS $2.44; TSR +20.4%; completed business review and reduced debt by ~$21B; continued dividend continuity (387th quarter) .
- Strategic execution: CVOW approvals and partner stake sale, solar expansion (>8,973 MW in service or under development), North Anna license extensions, RTO transmission planning, and SMR exploration with Amazon .
- Safety and reliability: OSHA recordable rate 0.42 (second-lowest on record); 99.98% power availability in VA/Carolinas excluding major storms .
Director Service, Committees, Independence Considerations
- Board service: Director since 2020; Chair since 2021 .
- Committees: Board committees are fully independent; CEO does not serve on committees; CTD oversees executive and director compensation with independent consultant .
- Dual-role implications: The Board concluded combined Chair/CEO remains appropriate, with a strengthened independent Lead Director regime; some investors may prefer an independent chair at next CEO transition (noted lower support for an independent chair proposal in 2024 vs prior years) .
Director Compensation (for context; CEO receives none)
- Non-employee director retainers: Cash retainer $50,000; committee chair retainers $25,000 (Audit, CTD, Operations) and $20,000 (Finance, NGS); excess meeting fee $2,000 above 25 meetings; annual stock retainer ~$167,494; deferral available into stock units; departure stock grants possible .
Equity Grants and Vesting Schedules (2024 CEO)
| Grant | Grant Date | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| PSUs (cash-settled) | 4/1/2024 | 12,479 | 124,786 | 249,572 | 6,625,238 | 3-year performance (2024–2026) |
| Performance Shares | 2/26/2024 | — | 53,480 | 66,850 | 1,901,749 | 3-year performance (2024–2026) |
Investment Implications
- Pay-for-performance alignment is strengthening: 2024 LTIP is entirely performance-based with high TSR/EPS weighting; downside has been realized historically (2022 grant at 8.8%), suggesting less asymmetry and fewer windfalls going forward .
- Retention and selling pressure: CEO is retirement-eligible with meaningful accumulated pension value and large performance grants vesting after 12/31/2026; stock-settled performance shares could create concentrated trading windows in early 2027, though 70% of CEO’s 2024 LTIP is cash-settled PSUs that do not directly add share supply .
- Governance risk flags: Legacy excise tax gross-up remains available to CEO under CIC—an investor-unfriendly feature—evidenced by an estimated $10.24M gross-up in the modeled CIC scenario; however, CIC severance is double-trigger and policies include robust clawback and anti-hedging/pledging .
- Dual Chair/CEO: Board reaffirmed combined role with a powerful Lead Independent Director; some governance-focused investors may prefer an independent chair, especially into the next CEO transition, which could factor into say-on-pay and governance votes over time .
- Performance momentum: 2024 operating EPS target beat, deleveraging, and positive TSR signal improving trajectory; continued delivery on CVOW and regulated investments are critical to sustaining TSR and driving LTIP outcomes tied to relative TSR and cumulative operating EPS .