Vanessa Allen Sutherland
Director at D
Board
About Vanessa Allen Sutherland
Vanessa Allen Sutherland (age 53) has served on Dominion Energy’s Board since 2023 and is classified as an independent director. She is Executive Vice President, Government Affairs, General Counsel and Corporate Secretary at Phillips 66, with prior senior legal and regulatory roles at Norfolk Southern, Altria, Digex/MCI, and the U.S. Chemical Safety Board/PHMSA; she holds a BA (Drew University), JD and MBA (American University) and is a Certified Information Privacy Professional. Committees at Dominion: Audit and Nominating, Governance & Sustainability (NGS); the Board has determined she is an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips 66 | EVP, Government Affairs; General Counsel; Corporate Secretary | Feb 2022–present | Fortune 50 diversified energy company executive leadership |
| Norfolk Southern | EVP & Chief Legal Officer; prior SVP roles | Jun 2018–Jan 2022; EVP Mar 2020–Jan 2022 | Led legal, government relations; major Class I rail legal function |
| U.S. Chemical Safety Board | Chairperson & CEO | 2015–2018 | Crisis management and safety oversight in chemical incidents |
| PHMSA (USDOT) | Chief Counsel | Prior to CSB | Pipeline/hazardous materials regulatory counsel |
| Altria Group; Digex (MCI) | Senior legal counsel; VP & Deputy General Counsel | Earlier career | Corporate/regulatory and tech sector legal roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastman Chemical Company (NYSE: EMN) | Director | Elected Feb 2021 | Audit; Environmental, Safety & Sustainability; Finance committees |
| Southern Company Gas (subsidiary of SO) | Director | 2021–2023 | Board director (subsidiary governance) |
| Virginia Symphony Orchestra | Board member | Current | Community engagement |
| The Woodruff Arts Center | Board of Trustees member | Prior | Arts/non-profit governance |
Board Governance
- Independence: Board affirmatively determined Sutherland is independent under NYSE and company standards .
- Committee assignments: Audit (9 meetings in 2024) and NGS (4 meetings in 2024); designated “audit committee financial expert” along with Dr. Royal and Mr. Rigby .
- Attendance/engagement: Board met nine times in 2024; every director met at least the 75% attendance threshold and all standing for re‑election attended the 2024 annual meeting .
- Shareholder engagement and governance practices include annual board/committee evaluations, independent lead director, proxy access, special meeting rights, and robust ownership guidelines .
Fixed Compensation
Director pay is a mix of cash fees and annual stock retainer; Sutherland defers cash retainer to stock unit account.
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $49,958 | $117,500 (deferred to stock unit account) |
| Stock Awards ($) | $69,778 | $167,494 |
| All Other Compensation ($) | — | $5,000 (matching gifts program) |
| Total ($) | $119,736 | $289,994 |
| Annual Stock Retainer Detail | 1,539 shares at $45.34 (pro‑rated at election) | 3,258 shares at $51.41 (closing price May 6, 2024) |
Program details:
- Additional annual cash retainers apply to chairs (Lead Director: $50,000; Audit/CTD/Operations chair: $25,000; Finance/NGS chair: $20,000); Sutherland is not currently a chair .
- No stock options have been granted to directors since 2001; directors may defer cash/stock retainers into stock unit accounts (with dividend equivalents) and receive departure stock grants (1,000 shares, plus 1,000 per prior chair/Lead Director role) .
Performance Compensation
Dominion’s non‑employee directors do not have performance‑conditioned equity; annual director stock retainer is time‑based, not tied to TSR/EPS metrics, and options are not used.
| Item | Status | Notes |
|---|---|---|
| Performance metrics (TSR, EPS, ESG) | Not applicable for directors | Director equity is a fixed annual stock retainer; no options since 2001 |
| Clawbacks | Not disclosed for directors | Clawbacks apply to executive incentives; director plan description does not include performance targets |
Other Directorships & Interlocks
- Public company boards: Eastman Chemical (EMN); Southern Company Gas (subsidiary of SO) .
- Industry adjacency: Current executive role at Phillips 66 (PSX) in energy manufacturing/logistics . Dominion’s related‑party transaction disclosure reports none requiring approval/reporting since 1/1/2024 involving Sutherland; the only director‑related item noted relates to former director Jibson’s adult son employment and 5% holders Vanguard/BlackRock as service providers to plan trusts (arm’s‑length) .
- Compensation committee interlocks: CTD Committee explicitly reports no interlocks/insider participation (Sutherland is not on CTD) .
Expertise & Qualifications
- Legal, regulatory, and public policy depth from federal roles (CSB Chair/CEO; PHMSA Chief Counsel) and Fortune 50 corporate counsel leadership .
- Risk management and governance: Board‑recognized audit financial expertise; privacy/cyber credentials (Certified Information Privacy Professional) relevant to Dominion’s cyber risk oversight .
- Industry/environmental experience across energy, transportation, and compliance aligned to Dominion’s Net Zero and operational oversight .
Equity Ownership
| Item | Amount |
|---|---|
| Shares of Common Stock (direct) | 475 |
| Deferred Stock Accounts (stock units in trust) | 8,572 |
| Restricted Shares | — |
| Total Beneficial Ownership (SEC definition) | 9,047 |
| Ownership as % of outstanding | <1% (none of directors >1% individually) |
| Director Ownership Guidelines | Lesser of 12,000 shares or shares equal to 5x combined annual cash+stock retainers; expected to comply within 4 years of Board election |
| Hedging/Pledging | Prohibited for directors; margin accounts/pledging disallowed |
Note: Sutherland filed a Form 3 upon election to Dominion’s Board (Dec 2023) reporting no beneficial ownership at that time; later stock/deferred holdings reflect 2023/2024 director awards and deferrals .
Say‑on‑Pay & Shareholder Feedback (context for governance signals)
| Year | Say‑on‑Pay Support (%) |
|---|---|
| 2023 | 91.7% |
| 2024 | 95.1% |
| 2025 | Votes For 607,904,627; Against 27,023,370; Abstain 2,961,865 (strong approval) |
Dominion’s shareholder outreach reached holders of ~44% of outstanding shares in 2024, with Board‑level engagement and enhancements informed by investor input (e.g., compensation and sustainability disclosures) .
Governance Assessment
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Strengths
- Independence and financial expertise: Independent director and SEC‑designated audit committee financial expert; sits on risk‑sensitive Audit and NGS committees overseeing integrity of reporting, risk assessment, sustainability, and governance .
- Attendance and engagement: Met Board attendance expectations; participated in a Board with robust evaluation, refreshed committee structure, and independent Lead Director oversight .
- Ownership alignment: Holds direct and deferred shares; strong director ownership guidelines; hedging/pledging prohibited; matching gifts limited and transparent .
- Shareholder support indicators: High Say‑on‑Pay approvals (91.7%/95.1% and strong support in 2025), signaling investor confidence in governance/compensation frameworks .
-
Watch items / potential conflicts
- External executive role at Phillips 66 (PSX) in the energy sector creates industry adjacency; Dominion reports no related‑party transactions involving Sutherland in 2024–2025 filings, and the Board maintains independence determinations and additional Audit/CTD independence standards .
- Historical compliance note outside Dominion: Norfolk Southern’s 2019 proxy disclosed administrative delays in Form 4 reporting, including for Sutherland; not repeated in Dominion disclosures but a reminder of process rigor importance .
-
Compensation and incentives
- Director compensation appears balanced: cash fees plus annual stock retainer with deferral options; no performance‑conditioned director awards; option grants discontinued long‑term (since 2001), limiting risk‑taking incentives and emphasizing ownership .
Committee Snapshot
| Committee | Role Highlights | 2024 Meetings | Sutherland’s Status |
|---|---|---|---|
| Audit | Financial reporting integrity; compliance; internal/external audit; risk assessment policy oversight; Ethics & Compliance | 9 | Member; audit committee financial expert |
| Nominating, Governance & Sustainability | Board composition; committee appointments; evaluations; sustainability and stakeholder oversight | 4 | Member |
Director Compensation Detail (Program)
| Element | Description |
|---|---|
| Annual Cash Retainer | Paid to non‑employee directors; additional retainers for chairs/lead independent director; excess meeting fee $2,000 for >25 meetings/year |
| Annual Stock Retainer | 3,258 shares in 2024 valued at $167,494 ($51.41/share); directors may defer to stock unit accounts with dividend equivalents |
| Matching Gifts | Foundation matches up to $5,000 annually to eligible 501(c)(3) donations |
| Travel | Reimbursement; directors/spouses may accompany CEO/senior execs on corporate aircraft; no tax gross‑ups on imputed income |
| Ownership Guidelines | Lesser of 12,000 shares or 5x combined annual retainers; four‑year compliance window; hedging/pledging prohibited |
Related‑Party Transactions
- Dominion’s NGS Committee reviews/approves related‑party transactions >$120,000; none reported for directors in 2024–2025 other than the disclosed employment/compensation of former director Jibson’s adult son (and plan asset management fees to 5% holders Vanguard/BlackRock) .
Shareholder Voting (2025 Annual Meeting)
- Sutherland reelected with 631,275,823 votes for; 5,331,404 against; 1,282,635 abstentions; broker non‑votes 93,308,846 .
- Say‑on‑Pay approved; auditor ratification approved; shareholder proposal to eliminate non‑carbon‑emitting generation goals in executive pay incentives not approved .