Notice of 2023 Annual Meeting of Stockholders and Proxy Statement

2023 Notice of Annual Meeting of Stockholders and Proxy Statement

Go to Home Open index Open pages thumbnails Search

Index

Southern Company 2023 Notice of Annual Meeting of Stockholders & Proxy Statement

Table of Contents

Letter from our Chairman and Chief Executive Officer

Letter from our Independent Directors

Notice of Annual Meeting of Stockholders of Southern Company

Our Company and Our Strategy

Our 2022 Performance

Our Environmental and Social Highlights

Proxy Voting Roadmap

Item 1 Election of 16 Directors

Southern Company Board of Director Nominees

Board of Director Nominees Qualifications, Attributes, Skills and Experience

Biographical Information about our Nominees for Director

Corporate Governance at Southern Company

Key Governance Practices

CEO Succession Process

Engaging with our Stakeholders

Committees of the Board

Board Composition and Structure

Board and Committee Responsibilities

Board Governance Processes

Director Compensation

Item 2 Advisory Vote to Approve Executive Compensation (Say on Pay)

Item 3 Advisory Vote to Approve Frequency of Advisory Vote on Executive Compensation (Say on Frequency)

Compensation Discussion and Analysis

CD&A At-A-Glance

Letter from the Compensation and Talent Development Committee

CEO Pay for Performance and Alignment with Stockholder Interests

Stockholder Outreach and Say on Pay Response

Executive Compensation Program

Compensation Governance Practices, Beliefs and Oversight

Executive Compensation Tables

Equity Compensation Plan Information

Pay Ratio Disclosure

Pay Versus Performance Disclosure

Audit Committee Matters

Audit Committee Report

Item 4 Ratify the Independent Registered Public Accounting Firm for 2023

Item 5 Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Supermajority Vote Requirement to a Majority Vote

Item 6-8 Vote on Three Stockholder Proposals

Stock Ownership Information

FAQs about Voting and the Annual Meeting

Reconciliation of Non-GAAP Information

Cautionary Note Regarding Forward-Looking Statements

Appendix A - Definitions of Key Terms

Appendix B - Benefit Plan Summary

Back Cover

Pages

Search

Go to Home

Index

Southern Company 2023 Notice of Annual Meeting of Stockholders & Proxy Statement

Table of Contents

Letter from our Chairman and Chief Executive Officer

Letter from our Independent Directors

Notice of Annual Meeting of Stockholders of Southern Company

Our Company and Our Strategy

Our 2022 Performance

Our Environmental and Social Highlights

Proxy Voting Roadmap

Item 1 Election of 16 Directors

Southern Company Board of Director Nominees

Board of Director Nominees Qualifications, Attributes, Skills and Experience

Biographical Information about our Nominees for Director

Corporate Governance at Southern Company

Key Governance Practices

CEO Succession Process

Engaging with our Stakeholders

Committees of the Board

Board Composition and Structure

Board and Committee Responsibilities

Board Governance Processes

Director Compensation

Item 2 Advisory Vote to Approve Executive Compensation (Say on Pay)

Item 3 Advisory Vote to Approve Frequency of Advisory Vote on Executive Compensation (Say on Frequency)

Compensation Discussion and Analysis

CD&A At-A-Glance

Letter from the Compensation and Talent Development Committee

CEO Pay for Performance and Alignment with Stockholder Interests

Stockholder Outreach and Say on Pay Response

Executive Compensation Program

Compensation Governance Practices, Beliefs and Oversight

Executive Compensation Tables

Equity Compensation Plan Information

Pay Ratio Disclosure

Pay Versus Performance Disclosure

Audit Committee Matters

Audit Committee Report

Item 4 Ratify the Independent Registered Public Accounting Firm for 2023

Item 5 Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Supermajority Vote Requirement to a Majority Vote

Item 6-8 Vote on Three Stockholder Proposals

Stock Ownership Information

FAQs about Voting and the Annual Meeting

Reconciliation of Non-GAAP Information

Cautionary Note Regarding Forward-Looking Statements

Appendix A - Definitions of Key Terms

Appendix B - Benefit Plan Summary

Back Cover

Pages

Search

Janaki Akella

Independent

Former Digital Transformation Leader, Google LLC

Age: 62

Director since:
January 2019

Board committees: Business Security and Resiliency; Compensation and Talent Development

Other public company directorships: None

Director Highlights

Dr. Akella’s qualifications include electrical engineering experience and knowledge, global business technology, data and analytics expertise and cybersecurity matters knowledge. Her understanding and involvement with technology market disruptions is particularly valuable to the Board as the Southern Company system continues to develop innovative business strategies.

Dr. Akella served as the Digital Transformation Leader of Google LLC, a multinational technology company specializing in internet-related products, from 2017 until March 2023. At Google, Dr. Akella addressed challenges and complex technical issues arising from new technologies and new business models.
Prior to joining Google, Dr. Akella held a number of leadership positions during a 17-year career at McKinsey & Company, where she most recently served as principal. She led and contributed to over 100 consulting engagements in North America, Europe, Asia and Latin America with multiple project teams and client executives. She began her career with Hewlett-Packard as a member of the system technology technical staff, engineer scientist and technical contributor.
She previously served on the Boards of the Guindy College of Engineering North American Alumni and the Churchill Club.

Henry A. “Hal” Clark III

Henry A. “Hal” Clark III

Independent

Senior Advisor of Evercore Inc. (retired)

Age: 73

Director since:
October 2009

Board committees: Audit

Other public company directorships: None

Director Highlights

Mr. Clark’s qualifications include finance and capital allocation knowledge and experience, risk management experience, mergers and acquisitions experience and investment advisory experience specific to the power and utilities industries. The skills Mr. Clark developed with his extensive involvement in strategic mergers and acquisitions and capital markets transactions are particularly valuable to the Board as the Southern Company system continues to finance major capital projects.

Mr. Clark was a Senior Advisor with Evercore Inc. (formerly Evercore Partners Inc.), a global independent investment advisory firm, from August 2011 until his retirement in December 2016. As a Senior Advisor, Mr. Clark was primarily focused on expanding advisory activities in North America with a particular focus on the power and utilities sectors.
With more than 40 years of experience in the global financial and the utility industries, Mr. Clark brings a wealth of experience in finance and risk management to his role as a Director.
Prior to joining Evercore, Mr. Clark was Group Chairman of Global Power and Utilities at Citigroup, Inc. from 2001 to 2009. He joined Lexicon Partners, LLC in July 2009, which Evercore Partners subsequently acquired in August 2011.
His work experience includes numerous capital markets transactions of debt, equity, bank loans, convertible securities and securitization, as well as advice in connection with mergers and acquisitions. He also has served as policy advisor to numerous clients on capital structure, cost of capital, dividend strategies and various financing strategies.
He has served as Chair of the Wall Street Advisory Group of the Edison Electric Institute.

Anthony F. “Tony” Earley, Jr.

Anthony F. “Tony” Earley, Jr.

Independent

Chairman, President and Chief Executive Officer, PG&E Corporation (retired)

Age: 73

Director since:
January 2019

Board committees: Nominating, Governance and Corporate Responsibility (Chair); Operations, Environmental and Safety

Other public company directorships: None

Director Highlights

Mr. Earley’s qualifications include public company CEO experience and energy industry expertise including nuclear regulation, generation and technology, as well as cybersecurity matters, environmental matters and major capital projects. His experience as the president and chief executive officer of energy companies and his involvement in electric industry-wide research and development programs are valuable to the Board.

Mr. Earley served as Chairman, President and Chief Executive Officer of PG&E Corporation, a public utility holding company providing natural gas and electric services, from 2011 until February 2017, when he became Executive Chairman. He served as Executive Chairman until his retirement from PG&E in December 2017. On January 29, 2019, PG&E Corporation and its subsidiary Pacific Gas and Electric Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code as a result of wildfire claims in California.
Before joining PG&E, Mr. Earley served in several executive leadership roles during his 17 years at DTE Energy, including Executive Chairman, Chairman and Chief Executive Officer. Prior to joining DTE Energy in March 1994, he served in various capacities at Long Island Lighting Company, including President and Chief Operating Officer. He was a partner at the Hunton & Williams LLP law firm as a member of the energy and environmental team. He also served as an officer in the U.S. Navy nuclear submarine program where he was qualified as a chief engineer. He previously served on the Board of Directors of Ford Motor Company, DTE Energy, PG&E Corporation, Comerica Incorporated, Masco Corporation and Long Island Lighting Company.
He previously served on the executive committees of the Edison Electric Institute and the Nuclear Energy Institute and served on the Board of the Electric Power Research Institute.

Thomas A. Fanning

Thomas A. Fanning

Chairman of the Board and Chief Executive Officer of Southern Company

Age: 66

Director since:
December 2010

Board committees: None

Other public company directorships: Vulcan Materials Company

Director Highlights

Mr. Fanning’s qualifications include public company CEO experience and electric and natural gas industry knowledge and experience, including nuclear and new technology matters, cybersecurity matters, environmental matters and governmental affairs and financial expertise. His deep knowledge of the Company, based on his more than 40 years of service, as well as his civic participation on a local and national level, are valuable to the Board.

Effective immediately following the annual meeting, Mr. Fanning will assume the role of Executive Chairman of the Board and relinquish his role as Chief Executive Officer.
Mr. Fanning has held numerous leadership positions across the Southern Company system during his more than 40 years with the Company. He served as Executive Vice President and Chief Operating Officer of the Company from 2008 to 2010, leading the Company’s generation and transmission, engineering and construction services, research and environmental affairs, system planning and competitive generation business units. He served as the Company’s Executive Vice President and Chief Financial Officer from 2003 to 2008, where he was responsible for the Company’s accounting, finance, tax, investor relations, treasury and risk management functions. In those roles, he also served as the chief risk officer and had responsibility for corporate strategy.
He served as the co-chair of the Electricity Subsector Coordinating Council, the principal liaison between the federal government and the electric power sector to protect the integrity of the national electric grid. His leadership in the cybersecurity area was recognized by the U.S. Senate in 2019 with an appointment to the Cyberspace Solarium Commission, a group developing a protection strategy for the cyberspace interests of the United States. In 2021, the Cybersecurity and Infrastructure Security Agency appointed Mr. Fanning as chairman of the agency’s newly formed Cybersecurity Advisory Committee, a group that provides recommendations on cybersecurity programs and policies.
Mr. Fanning is a Director of Vulcan Materials Company, serving as a member of the Executive Committee and the Audit Committee and chair of the Compensation Committee. He served on the Board of Directors of the Federal Reserve Bank of Atlanta from 2012 to 2018 and is a past chairman.
He also served on the Board of Directors for the St. Joe Company, a real estate developer and asset manager, from 2005 to 2011.

David J. Grain

Lead Independent Director

Chief Executive Officer and Managing Director, Grain Management, LLC (Grain Management)

Age: 60

Director since:
December 2012

Board committees: Nominating, Governance and Corporate Responsibility

Other public company directorships: Dell Technologies and New Fortress Energy LLC

Director Highlights

Mr. Grain’s qualifications include capital allocation expertise, financial expertise, major capital projects knowledge and experience, technology innovations knowledge and experience and risk management experience. Mr. Grain’s knowledge and involvement managing large and small businesses and raising and managing investor capital, particularly in a regulated industry, is also valuable to the Board.

Mr. Grain is the Chief Executive Officer of Grain Management, a private equity firm focused on global investments in the media and communications sectors, which he founded in 2006. With headquarters in Washington, D.C. and offices in New York City, New York, Sarasota, Florida and London, England, the firm manages capital for a number of the country’s leading academic endowments, public pension funds and foundations.
Mr. Grain also founded and was Chief Executive Officer of Grain Communications Group, Inc.
Prior to founding Grain Management, he served as President of Global Signal, Inc., Senior Vice President of AT&T Broadband’s New England Region and Executive Director in the High Yield Finance Department at Morgan Stanley.
Mr. Grain was appointed by President Obama in 2011 to the National Infrastructure Advisory Council.
He previously served as Chairman of the Florida State Board of Administration Investment Advisory Council as an appointee of former Governor Charlie Crist, where he provided independent oversight of the state board’s funds and major investment responsibilities, including investments for the Florida Retirement System programs.
Mr. Grain is a Director of Dell Technologies and New Fortress Energy LLC. Previously, he was a director of Catalyst Partners Acquisition Corporation (a special purpose acquisition corporation).
He is currently a member of the Advisory Board of the Amos Tuck School of Business Administration at Dartmouth College and is a Trustee of the Brookings Institution.

Colette D. Honorable

Colette D. Honorable

Independent

Partner at Reed Smith LLP and former Commissioner of the Federal Energy Regulatory Commission (FERC)

Age: 53

Director since:
October 2020

Board committees: Finance; Nominating, Governance and Corporate Responsibility

Other public company directorships: None

Director Highlights

Ms. Honorable’s qualifications include extensive energy policy and regulatory experience as a highly regarded thought leader and legal practitioner in the domestic and international energy sectors. Her legal experience along with her leadership and deep industry expertise demonstrated as a former FERC Commissioner, past Chair of the Arkansas Public Service Commission and past president of the National Association of Regulatory Utility Commissioners are all valuable to our Board.

Ms. Honorable serves as a Partner at Reed Smith LLP, a law firm, where she is a member of the firm’s Energy and Natural Resources Group and leads the energy regulatory practice. Based in Washington, D.C., Honorable serves as a member of the firm’s Global Executive Committee, Women’s Initiative Network, Sustaining and Training African Americans business inclusion group and the Environmental, Social and Governance group.
Nominated by President Barack Obama in August 2014 and unanimously confirmed by the U.S. Senate, Ms. Honorable served as a FERC Commissioner from January 2015 to June 2017. FERC is an independent U.S. federal agency that regulates the wholesale sale of electricity, natural gas and oil in interstate commerce and reviews and licenses projects in the energy market.
Prior to joining FERC, she joined the Arkansas Public Service Commission (PSC) as a Commissioner in 2007, served as interim Chair in 2008 and led the PSC as chair from January 2011 to January 2015.
Ms. Honorable served as president of the National Association of Regulatory Utility Commissioners from 2013 to 2014, becoming that organization’s first African American president.
Her experience includes service in several state government executive roles, including chief of staff to the Arkansas Attorney General, a member of the Governor’s cabinet and a special judge of the Pulaski County Circuit Court.
Ms. Honorable is a senior fellow with the Bipartisan Policy Center, an ambassador for the Department of Energy Clean Energy Education & Empowerment Initiative and serves on the global advisory board of Energy Futures Initiative and strategic advisory board for the Energy Regulators Regional Association.

Donald M. James

Donald M. James

Independent

Chairman of the Board and Chief Executive Officer of Vulcan Materials Company (retired)

Age: 74

Director since:
December 1999

Board committees: Audit; Compensation and Talent Development; Finance

Other public company directorships: None

Director Highlights

Mr. James’ qualifications include public company CEO experience, a legal background as a former public company general counsel and an understanding of corporate governance, risk management, major capital projects and environmental matters.
Mr. James brings important perspectives on management, operations and strategy from his experience as the former chief executive officer of a public company.

Mr. James joined Vulcan Materials Company, a producer of aggregate and aggregate-based construction materials, in 1992 as Senior Vice President and General Counsel. He next became President of the Southern Division, followed by Senior Vice President of the Construction Materials Group, and then President and Chief Operating Officer. In 1997, he was elected Chairman and Chief Executive Officer. Mr. James retired from his position as Chief Executive Officer of Vulcan Materials Company in July 2014 and Executive Chairman in January 2015. He retired in December 2015 as Chairman of the Board of Directors of Vulcan Materials Company.
Prior to joining Vulcan Materials Company, Mr. James was a partner at the law firm of Bradley, Arant, Rose & White for 10 years.
Mr. James is a former director of Vulcan Materials Company, Wells Fargo & Company, Protective Life Corporation, SouthTrust Corporation and Wachovia Corporation.
Mr. James is a Trustee of Children’s of Alabama, where he serves on the Executive Committee and the Compensation Committee.

John D. Johns

Independent

Senior Advisor at Blackstone Inc. (Blackstone) and former Chairman and Chief Executive Officer of Protective Life Corporation (Protective Life)

Age: 71

Director since:
February 2015

Board committees: Compensation and Talent Development (Chair); Finance

Other public company directorships: Genuine Parts Company and Regions Financial Corporation

Director Highlights

Mr. Johns’ qualifications include public company CEO experience, financial expertise, capital allocation experience and risk management experience in a highly-regulated industry. His legal background as the former general counsel of a large energy public holding company that included natural gas operations and his prior service for over a decade on the Board of Directors of Alabama Power are also of significant value to the Board.

Mr. Johns has served as a Senior Advisor at Blackstone, an investment firm, since April 2022.
He retired in 2020 as Chairman, DLI North America Inc., the oversight company for Protective Life, a provider of financial services through insurance and investment products.
He served as Chairman and Chief Executive Officer of Protective Life from 2002 to 2017 and President from 2002 to January 2016. He joined Protective Life in 1993 as Executive Vice President and Chief Financial Officer.
Before his tenure at Protective Life, Mr. Johns served as general counsel of Sonat, Inc., a diversified energy company.
Prior to joining Sonat, Inc., Mr. Johns was a founding partner of the law firm Maynard, Cooper & Gale, P.C.
He previously served on the Board of Directors of Alabama Power from 2004 to 2015. During his tenure on the Alabama Power Board, he was a member of the Nominating and Executive Committees.
Mr. Johns is a member of the Boards of Directors of Regions Financial Corporation, where he is chair of the Risk Committee and is a member of the Technology Committee and the Executive Committee, and Genuine Parts Company, where he serves as Lead Independent Director and is a member of the Compensation and Human Capital Committee and the Executive Committee. He is a former director of Protective Life Corporation.
Mr. Johns has served on the Executive Committee of the Financial Services Roundtable in Washington, D.C. and is a past chairman of the American Council of Life Insurers.
Mr. Johns has served as the Chairman of the Business Council of Alabama, the Birmingham Business Alliance, the Greater Alabama Council, Boy Scouts of America and Innovation Depot, Alabama’s leading business and technology incubator.

Dale E. Klein

Independent

Associate Vice Chancellor of Research of the University of Texas System and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission

Age: 75

Director since:
July 2010

Board committees: Business Security and Resiliency; Compensation and Talent Development; Operations, Environmental and Safety (Chair)

Other public company directorships: Pinnacle West Capital Corporation and Arizona Public Service Company

Director Highlights

Dr. Klein’s qualifications include expertise in nuclear energy research, regulation, safety and technology, as well as experience in environmental matters and governmental affairs. His senior leadership skills demonstrated as the Chairman of the U.S. Nuclear Regulatory Commission are also important to the Board.

Dr. Klein was Commissioner from 2006 to 2010 and Chairman from 2006 through 2009 of the U.S. Nuclear Regulatory Commission, the federal agency responsible for regulation of nuclear reactor materials and safety. He also served as Assistant to the Secretary of Defense for Nuclear, Chemical and Biological Defense Programs from 2001 through 2006.
Dr. Klein has more than 40 years of experience in the nuclear energy industry.
Dr. Klein began his career at the University of Texas in 1977 as a professor of mechanical engineering, which included a focus on the university’s nuclear program. He spent 33 years in various teaching and leadership positions, including Director of the nuclear engineering teaching laboratory, Associate Dean for research and administration in the College of Engineering and Vice Chancellor for special engineering programs.
He serves on the Audit and Nuclear and Operating Committees of Pinnacle West Capital Corporation, an Arizona energy company, and is a member of the Board of Pinnacle West Capital Corporation’s principal subsidiary, Arizona Public Service Company.

David E. Meador

David E. Meador

Independent

Vice Chairman and Chief Administrative Officer of DTE Energy (retired)

Age: 66

Director since:
April 2023

Board committees: None

Other public company directorships: None

Director Highlights

Mr. Meador’s qualifications include public energy company experience and expertise in the energy sector, including financial, information technology, manufacturing, procurement, and corporate and public affairs. Mr. Meador’s extensive involvement in economic and workforce development, corporate culture and government and community relations are all of value to the Board.

Mr. Meador served as Vice Chairman and Chief Administrative Officer of DTE Energy, a diversified energy company involved in the development and management of energy-related businesses and services, from 2014 until March 2022. In his 25 years at DTE Energy, he served in several executive leadership positions, including Executive Vice President and Chief Financial Officer.
With over 40 years of experience in the manufacturing and energy sectors, Mr. Meador is a recognized expert in finance and accounting, business strategy, governance, ESG, mergers and acquisitions, government and community relations, procurement and information technology.
Prior to joining DTE Energy, he served in a variety of financial and accounting positions at Chrysler Corporation for 14 years and was an auditor with Coopers & Lybrand.
Mr. Meador currently serves on the Board of Directors of Amerisure Mutual Insurance and Energy Insurance Mutual and is a former director of Landauer, Inc. He also serves on several non-profit boards supporting workforce and economic development, human services and education.

Ernest J. Moniz

Ernest J. Moniz

Independent

Cecil and Ida Green Professor of Physics and Engineering Systems Emeritus, Special Advisor to the President of Massachusetts Institute of Technology (MIT) and former U.S. Secretary of Energy

Age: 78

Director since:
March 2018

Board committees: Business Security and Resiliency (Chair); Nominating, Governance and Corporate Responsibility; Operations, Environmental and Safety

Other public company directorships: None

Director Highlights

Dr. Moniz’s qualifications include senior leadership experience, energy industry experience, nuclear expertise and cybersecurity matters knowledge. Having served as U.S. Secretary of Energy, Dr. Moniz brings key insights about energy and environmental regulation and policy. His current roles in academia and as the leader of nonprofit energy industry organizations allow him to contribute up-to-date perspectives on clean energy, climate change, environmental matters and national security.

Dr. Moniz is an American nuclear physicist who served as the 13th U.S. Secretary of Energy from May 2013 until January 2017. Dr. Moniz engaged regularly with issues related to energy regulation and policy, environmental regulation and policy and GHG emissions.
He also serves as the President and Chief Executive Officer of The Energy Futures Initiative, Inc. (EFI) and Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, positions he has held since June 2017. EFI is a non-profit organization providing analytically-based, unbiased policy options to advance a cleaner, safer, more affordable and more secure energy future. The Nuclear Threat Initiative is a non-profit, non-partisan organization working to protect lives, livelihoods and the environment from nuclear, biological, radiological, chemical and cyber dangers. Dr. Moniz is also a non-resident Senior Fellow at the Harvard Belfer Center and the inaugural Distinguished Fellow of the Emerson Collective.
Dr. Moniz’s involvement in national energy policy began in 1995, when he served as Associate Director for Science in the Office of Science and Technology Policy in the Executive Office of the President. He later oversaw the U.S. Department of Energy’s science, energy and security programs as Under Secretary from 1997 to 2001. He was a member of the President’s Council of Advisors on Science and Technology from 2009 to 2013 and received the Department of Defense Distinguished Public Service Award in 2016.
Prior to his appointment as Secretary of Energy, he had a career spanning four decades at MIT, during which he was head of the MIT Department of Physics from 1991 to 1995 and in 1997, and he was the Founding Director of the MIT Energy Initiative and Director of the Laboratory for Energy and the Environment. Since January 2017, Dr. Moniz has served as the Cecil and Ida Green Professor of Physics and Engineering Systems Emeritus and Special Advisor to the President of MIT.
Dr. Moniz is affiliated with a number of national organizations dedicated to energy, defense, science and foreign relations matters.

William G. Smith, Jr.

William G. Smith, Jr.

Independent

Chairman of the Board, President and Chief Executive Officer of Capital City Bank Group, Inc.

Age: 69

Director since:
February 2006

Board committees: Audit (Chair)

Other public company directorships: Capital City Bank Group, Inc.

Director Highlights

Mr. Smith’s qualifications include public company CEO experience, finance and capital allocation expertise, risk management expertise and audit and financial reporting experience. Mr. Smith contributes valuable perspectives on management, operations and regulatory compliance from his experience as the chief executive officer of a public company in a highly-regulated industry.

Mr. Smith began his career at Capital City Bank, a publicly-traded financial holding company providing a full range of banking services, in 1978, where he worked in a number of positions of increasing responsibility before being elected President and Chief Executive Officer of Capital City Bank Group, Inc. in January 1989. He was elected Chairman of the Board of the Capital City Bank Group, Inc. in 2003. He is also the Chairman and Chief Executive Officer of Capital City Bank.
He previously served on the Board of Directors of the Federal Reserve Bank of Atlanta.
Mr. Smith is the former Federal Advisory Council Representative for the Sixth District of the Federal Reserve System and past Chair of Tallahassee Memorial and the Tallahassee Area Chamber of Commerce.
Mr. Smith served as the Company’s Lead Independent Director from 2012 to 2014.

Kristine L. Svinicki

Kristine L. Svinicki

Independent

Adjunct Professor, University of Michigan and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission

Age: 56

Director since:
October 2021

Board committees: Business Security and Resiliency; Operations, Environmental and Safety

Other public company directorships: Pinnacle West Capital Corporation and Arizona Public Service Company

Director Highlights

Ms. Svinicki’s qualifications include nuclear energy and technology expertise and federal and state energy policy expertise. As a former Chairman of the U.S. Nuclear Regulatory Commission, she has vast experience and insight into nuclear regulation and generation, as well as environmental and cybersecurity matters. Ms. Svinicki’s leadership skills, contributions to U.S. nuclear energy policies and extensive nuclear energy knowledge are of significant value to the Board.

Ms. Svinicki was appointed a member of the U.S. Nuclear Regulatory Commission, the federal agency responsible for regulation of nuclear reactor materials and safety, by three U.S. Presidents, becoming that organization’s longest-serving member. She served as a Commissioner from 2008 until 2017 and then served as Chairman from 2017 to 2021.
Prior to her tenure on the U.S. Nuclear Regulatory Commission, Ms. Svinicki spent over a decade as a staff member in the U.S. Senate working on issues related to national security, science and technology, and energy and the environment. She also served as a professional staff member on the Senate Armed Services Committee where she was responsible for the committee’s portfolio of defense science and technology programs and policies, and for the atomic energy defense activities of the U.S. Department of Energy, including nuclear weapons, nuclear security and environmental programs.
Previously, Ms. Svinicki served as a nuclear engineer in the U.S. Department of Energy’s Washington, D.C. offices of Nuclear Energy, Science and Technology, and of Civilian Radioactive Waste Management, as well as its Idaho Operations Office, in Idaho Falls, Idaho.
Ms. Svinicki serves on the Audit and Nuclear and Operating Committees of Pinnacle West Capital Corporation, an Arizona energy company, and is a member of the Board of Pinnacle West Capital Corporation’s principal subsidiary, Arizona Public Service Company.
Ms. Svinicki is a longstanding member of the American Nuclear Society and serves on the Board of TerraPower LLC, a nuclear innovation company.
Ms. Svinicki currently serves as an adjunct professor of nuclear engineering and radiological sciences at the University of Michigan. She also serves on the National Academy of Sciences, Engineering and Medicine’s committee to address specific issues related to nuclear terrorism threats.

Lizanne Thomas

Independent

Of Counsel, Jones Day

Age: 65

Director since:
April 2023

Board committees: None

Other public company directorships: American Software, Inc.

Director Highlights

Ms. Thomas’ qualifications include mergers and public and private acquisitions expertise as well as corporate governance and shareholder activism experience. Her legal background and extensive governance work with publicly traded companies across a wide spectrum of industries are all of value to the Board.

Ms. Thomas is Of Counsel with the global law firm Jones Day, which she joined in 1982 and served as a partner from 1991 through 2022. In addition to ample experience working on mergers and acquisitions, she served as the head of the firm’s corporate governance team. Ms. Thomas is experienced in shareholder activism, public and private mergers and acquisitions, and executive compensation and served as Partner-in-Charge of the firm’s Southeast U.S. Region from 2014 through 2022.
She currently serves on the Board of American Software, Inc., where she serves on the Audit Committee and the Compensation Committees. She previously served on the Boards of Popeyes Louisiana Kitchen, Inc., Atlantic Capital Bancshares and Krispy Kreme Doughnuts, Inc. In 2016, Ms. Thomas was named one of the top 100 directors by the National Association of Corporate Directors.
Ms. Thomas is a Fellow of the American College of Governance Lawyers and is a Trustee of the Georgia Research Alliance, Washington & Lee University and the Woodruff Arts Center.

Christopher C. Womack

Christopher C. Womack

President of Southern Company

Age: 65

Director since:
March 2023

Board committees: None

Other public company directorships: Essential Utilities, Inc. and Invesco Ltd.

Director Highlights

Mr. Womack’s qualifications include operating company CEO experience, power delivery experience and human resources experience. His extensive knowledge of the Company, its customers and communities based on 35 years of service, as well as his external affairs and government policy expertise, are valuable to the Board.

Mr. Womack was named President, effective March 31, 2023, and has been appointed Chief Executive Officer effective immediately following the annual meeting. He has held numerous leadership positions across the Southern Company system, most recently serving as Chairman and Chief Executive Officer of Georgia Power since June 2021 and President of Georgia Power since November 2020. Prior to that, Mr. Womack served as Executive Vice President and President of External Affairs of the Company from January 2009 to October 2020. Mr. Womack joined Southern Company in 1988 and has served as executive vice president of external affairs at Georgia Power and senior vice president and senior production officer of Southern Company Generation, where he was responsible for coal, gas, and hydro generation for Georgia Power and Savannah Electric, a subsidiary of Southern Company that merged into Georgia Power in 2006. Mr. Womack also served as senior vice president of human resources and chief people officer at Southern Company, as well as senior vice president of public relations and corporate services at Alabama Power.
Prior to joining Southern Company, Mr. Womack worked on Capitol Hill for the U.S. House of Representatives in Washington D.C. He served as a legislative aide for former Congressman Leon E. Panetta and as staff director for the Subcommittee on Personnel and Police for the Committee on House Administration.
Mr. Womack is a Director of Essential Utilities, Inc., where he serves on the Corporate Governance Committee and the Risk Mitigation and Investment Policy Committee, and a Director of Invesco Ltd., where he serves on the Audit Committee, the Nomination and Corporate Governance Committee and the Compensation Committee. Mr. Womack is not standing for re-election to the Board of Essential Utilities, Inc. and his term will end on May 3, 2023.
Mr. Womack also serves on the Board of Georgia Ports Authority. He is past chair of the Board of the East Lake Foundation and is on the national Board of The First Tee. Mr. Womack previously chaired the Atlanta Convention and Visitors Bureau Board and the Atlanta Sports Council.

E. Jenner Wood III

E. Jenner Wood III

Independent

Corporate Executive Vice President – Wholesale Banking, SunTrust Banks, Inc. (retired)

Age: 71

Director since:
May 2012

Board committees: Compensation and Talent Development; Finance (Chair)

Other public company directorships: Genuine Parts Company and Oxford Industries, Inc.

Director Highlights

Mr. Wood’s qualifications include senior leadership experience as well as finance, banking and risk management knowledge and understanding. With his familiarity and knowledge gained from 10 years of service as a former member of the Board of Directors of Georgia Power, he contributes key perspectives on our operations and strategic imperatives.

Mr. Wood served as Corporate Executive Vice President – Wholesale Banking of SunTrust Banks, Inc., a publicly-traded company providing a full range of financial services, from October 2015 until his retirement in December 2016. Prior to that, he served as Chairman and Chief Executive Officer of the Atlanta Division of SunTrust Bank from 2001 to 2015. He began his career with SunTrust Banks, Inc. in 1975 and advanced through various management positions including Chairman of the Board, President and Chief Executive Officer of the Georgia/North Florida Division and Chairman, President and Chief Executive Officer of SunTrust’s Central Group with responsibility over Georgia and Tennessee.
He served as a member of the Board of Georgia Power from 2002 until May 2012. During his tenure on the Georgia Power Board, he served as Chair of the Finance Committee and as a member of the Compensation and Executive Committees. He also served as a Director of Crawford & Company, a large independent claims company, from 1997 to 2013.
Mr. Wood is a Director of Oxford Industries, Inc., where he serves as Lead Director and is a member of the Executive Committee and the Nominating, Compensation & Governance Committee, and a Director of Genuine Parts Company, where he serves on the Compensation and Human Capital Committee.
He is active in numerous civic and community organizations, serving as Chairman of the Robert W. Woodruff Foundation, the Robert W. Woodruff Health Sciences Fund, the Joseph B. Whitehead Foundation and the Lettie Pate Evans Foundation. Mr. Wood also serves as a member of the Sartain Lanier Family Foundation and Chairman of the Jesse Parker Williams Foundation. In addition, he serves as a Trustee of Emory University and is a past Chairman of the Metro Atlanta Chamber of Commerce.