Susan N. Story
DOMINION ENERGYAbout Susan N. Story
Susan N. Story, age 65, has served on Dominion Energy’s Board since 2017 and became the independent Lead Director in May 2024. She is the retired President and CEO of American Water Works Company (2014–2020) and previously served as CFO of American Water (2013). She holds a B.S. in Industrial Engineering from Auburn University and an MBA from the University of Alabama. Her domain expertise spans utility operations, strategic planning, environmental stewardship, technology and cybersecurity, and financial and risk management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Water Works Company, Inc. | President & CEO | May 2014 – April 2020 | Led largest U.S. publicly traded water utility; operational and strategic oversight. |
| American Water Works Company, Inc. | Senior VP & CFO | 2013 | Financial leadership; risk management. |
| Southern Company | Executive Vice President | 2003 – 2013 | Leadership across generation/transmission; policy, nuclear ops, cybersecurity. |
| Southern Company Services | President & CEO | Jan 2011 – Apr 2013 | Service subsidiary leadership; technology/operations. |
| Gulf Power Company (Southern subsidiary) | President | Apr 2003 – Dec 2010 | Utility operations; regulatory and customer experience. |
External Roles
| Organization | Role | Status/Tenure | Committees/Impact |
|---|---|---|---|
| Raymond James Financial, Inc. | Lead Director | Former | Public company board leadership experience (former role). |
| NYSE Board Advisory Council | Member | Current/unspecified | Board talent/market governance advisory. |
| Bipartisan Policy Center | Board/Advisor | Current/unspecified | Public policy engagement. |
| Council of CEOs | Member | Current/unspecified | Executive leadership network. |
| Moffitt Cancer Center Advisory Board | Advisor | Current/unspecified | Non-profit health advisory. |
| Alliance to Save Energy | Board/Advisor | Current/unspecified | Energy efficiency policy. |
| Electric Power Research Institute Advisory Council | Advisor | Current/unspecified | Technology and R&D oversight in utilities. |
Board Governance
- Independent Lead Director since May 2024; responsibilities include presiding over executive sessions, agenda setting, CEO performance assessment with CTD, succession planning, and shareholder engagement; Ms. Story does not chair any Board committees, enabling focus on Lead Director duties.
- Committee memberships: Compensation and Talent Development (CTD); Safety, Technology, Nuclear and Operations. CTD held five meetings in 2024; Board met nine times in 2024.
- Independence: Board affirmatively determined Ms. Story is independent under NYSE and company standards; all Board committees are 100% independent.
- Attendance: Each director serving in 2024 attended at least 75% of Board and applicable committee meetings; executive sessions of independent directors are held at each regular Board meeting and presided over by the Lead Director.
- Compensation Committee Interlocks: None—no CTD member served as an officer/employee of Dominion; no reciprocal interlocks involving Dominion executives.
Fixed Compensation
Director compensation program (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard for non-employee directors. |
| Lead Director retainer | $25,000 | Additional annual cash retainer for Lead Director. |
| Committee chair retainers | $25,000 | Audit, CTD, Operations Committee chairs. |
| Committee chair retainers | $20,000 | Finance and NGS Committee chairs. |
| Excess meeting fee | $2,000 | Per meeting beyond 25 per calendar year. |
Susan N. Story – 2024 director compensation:
| Metric | Value | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $187,500 | Ms. Story deferred her 2024 annual cash retainer into a stock unit account. |
| Stock Awards (Grant-Date Fair Value) | $167,494 | Annual stock retainer equal to 3,258 shares at $51.41 (closing price on May 6, 2024). |
| All Other Compensation | — | No matching gifts recorded for 2024. |
| Total | $354,994 | Sum of cash fees and stock awards. |
Program mechanics and benefits:
- Non-Employee Directors Compensation Plan permits deferral of cash and equity into stock unit accounts; stock units credited quarterly for dividends; distributions occur upon Board departure.
- Departure stock grant: 1,000 shares at departure if ≥5 years of service; additional 1,000 shares for each position served as committee chair or Lead Director in the year preceding departure.
- Travel/expense reimbursements; directors/spouses may accompany CEO/senior executives on corporate aircraft; no tax gross-ups on imputed income.
- No stock options or restricted stock awards granted to directors in 2024; none outstanding; options have not been granted since 2001.
Performance Compensation
Director equity and performance metrics:
| Item | Details | Notes |
|---|---|---|
| Annual stock retainer | $167,494 (3,258 shares at $51.41) | Fixed equity retainer; directors may defer to stock units. |
| Performance-based equity | None | No PSUs/options for directors in 2024; none outstanding. |
| Performance metrics (TSR, EBITDA, ESG) | Not applicable to directors | Executive LTIs include NCGC metric; director program uses fixed retainers only. |
Other Directorships & Interlocks
| Company/Organization | Role | Status | Interlock/Conflict Notes |
|---|---|---|---|
| Raymond James Financial, Inc. | Lead Director | Former | No disclosed current interlocks with Dominion executives. |
| NYSE Board Advisory Council | Member | Current/unspecified | Advisory body; no transactional ties disclosed. |
| Alliance to Save Energy | Board/Advisor | Current/unspecified | Non-profit; no related-party transactions disclosed. |
Compensation Committee Interlocks: None.
Expertise & Qualifications
- Leadership and operations from CEO and CFO roles at an S&P 500 regulated utility; strategic planning and risk management.
- Technology and cybersecurity oversight; nuclear operations familiarity; regulatory compliance and workforce planning experience.
- Education: B.S. Industrial Engineering (Auburn University); MBA (University of Alabama).
Equity Ownership
Beneficial ownership as of March 14, 2025:
| Name | Shares of Common Stock | Deferred Stock Accounts | Restricted Shares | Total |
|---|---|---|---|---|
| Susan N. Story | — | — | — | — |
- Ownership guidelines: Within four years, non-employee directors are expected to hold the lesser of 12,000 shares or shares equal in value to five times combined annual cash and stock retainers; Dominion states all directors with ≥4 years on the Board have met the guideline.
- Hedging/pledging: Directors are prohibited from hedging, using margin accounts, or pledging company shares.
- Group ownership: No individual director/officer, nor the group, owns ≥1% of outstanding shares.
Governance Assessment
- Board effectiveness: Elevation to independent Lead Director in 2024 adds seasoned utility leadership to oversight; defined Lead Director responsibilities point to robust independent challenge and alignment with best practices.
- Committee work: CTD membership and clear absence of compensation committee interlocks support independence in pay oversight; CTD met five times in 2024, consistent with active engagement.
- Alignment: Compensation mix combines cash and fixed equity; Ms. Story’s deferral of cash retainer into stock units is a positive alignment signal; director equity is time-based (no options/PSUs).
- Shareholder signals: Executive Say-on-Pay support at 95.1% (2024) and 97.1% (2023) indicates constructive investor dialogue overseen by CTD; relevant to Ms. Story’s committee oversight role.
- Red flags to monitor: As of March 14, 2025, the proxy shows no reportable common stock or deferred stock accounts for Ms. Story despite long tenure; while the company states all directors ≥4 years meet ownership guidelines, investors may wish to clarify reporting mechanics and timing of deferrals and trust-held shares.
- Conflicts/perquisites: No related-party transactions disclosed for Ms. Story; travel benefits exist but no tax gross-ups are provided—a governance-friendly feature.
