DEF 14A of Southern Co, Apr 11, 2025

DEF 14A of Southern Co

Filed Apr 11, 2025 · FY20240000092122-25-000036

Open on EDGAR

  1. Commitment to Transparency

    Commitment to Transparency We recognize the value our investors and stakeholders place on transparency. We provide investors with voluntary disclosures aligned to key reporting frameworks. We also provide detailed information on our decarbonization strategy through our data table and issue-specific reports designed to address stockholder feedback and frequently asked questions.

  2. Commitment to Transparency

    | The Sustainability section of our website highlights our ongoing efforts across our core sustainability priorities: | | | | | | Serve Our Customers | | Invest in Our People | | | Advance Clean Energy | | Elevate Our Communities | | | Lead Through Innovation | | Maintain Effective Governance |

  3. Commitment to Transparency

    We actively review reports and ratings issued by sustainability data providers and identify disclosures that can inform their analyses. As a result of these efforts, we maintain solid ratings as measured by many leading third-party providers.

  4. Commitment to Transparency

    | Southern Company 2025 Proxy Statement | 9 |

  5. Commitment to Transparency

    Proxy Voting Roadmap

  6. Commitment to Transparency

    | | | | | | The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 13 of the Directors currently serving for re-election to the Southern Company Board of Directors. Each nominee holds or has held senior executive positions, maintains the highest degree of integrity and ethical standards and complements the needs of the Company and the Board. Through their positions, responsibilities, skills and perspectives, which span many industries and organizations, these nominees represent a Board of Directors with a broad range and depth of expertise and experience to effectively oversee the Company's operations, risks and long-term strategy. | | | | | The Board recommends a vote FOR each nominee for Director |

  7. Commitment to Transparency

    | | Janaki Akella, 64 Independent Former Digital Transformation Leader, Google LLC Director Since: January 2019 | | | Shantella E. Cooper, 57 Independent Founder and Chief Executive Officer, Journey Forward Strategies, LLC Director Since: October 2023 | | | Anthony F. Earley, Jr., 75 Lead Independent Director Chairman, President and Chief Executive Officer, PG&E Corporation (retired) Director Since: January 2019 | | | James O. Etheredge, 61 Independent Managing Director, Monarch Private Capital and former Chief Executive Officer - North America, Accenture plc Director Since: April 2025 | | | David J. Grain, 62 Independent Founder and Chief Executive Officer, Grain Management, LLC Director Since: December 2012 |

  8. Commitment to Transparency

    | | Donald M. James, 76 Independent Chairman and Chief Executive Officer, Vulcan Materials Company (retired) Director Since: December 1999 | | | John D. Johns, 73 Independent Senior Advisor, Blackstone Inc. and former Chairman and Chief Executive Officer, Protective Life Corporation Director Since: February 2015 | | | Dale E. Klein, 77 Independent Professor, University of Texas at Austin Director Since: July 2010 | | | David E. Meador, 68 Independent Vice Chairman and Chief Administrative Officer, DTE Energy (retired) Director Since: April 2023 | | | William G. Smith, Jr., 71 Independent Chairman, President and Chief Executive Officer, Capital City Bank Group, Inc. Director Since: February 2006 |

  9. Commitment to Transparency

    | | Kristine L. Svinicki, 58 Independent Adjunct Professor, University of Michigan Director Since: October 2021 | | | Lizanne Thomas, 67 Independent Partner, Jones Day (retired) Director Since: April 2023 | | | Christopher C. Womack, 67 Chairman, President and Chief Executive Officer, Southern Company Director Since: March 2023 |

  10. Commitment to Transparency

    | Collective qualifications, attributes, skills and experience | | | | Accounting, Finance and Capital Markets | | | CEO Experience | | | Cybersecurity | | | Environment and Clean Energy | | | Government and Public Policy | | | Industry Experience | | | Regional Knowledge | | | Technology and Innovation |

  11. Commitment to Transparency

    | 10 | Southern Company 2025 Proxy Statement |

  12. Board of Director Nominees Qualifications, Attributes, Skills and Experience

    Board of Director Nominees Qualifications, Attributes, Skills and Experience The Nominating, Governance and Corporate Responsibility Committee establishes and regularly reviews with the Board the qualifications, attributes, skills and experience that it believes are desirable to be represented on the Board to help ensure they align with the Company’s long-term strategy. We believe our Directors possess a broad range and depth of expertise and experience to effectively oversee the Company’s operations, risks and long-term strategy. This high-level summary is not intended to be an exhaustive list of each director nominee's skills or contributions to the Board. As a result, the absence of a checkmark does not mean a director does not necessarily possess that particularly skill or experience.

  13. Board of Director Nominees Qualifications, Attributes, Skills and Experience

    | | Accounting, Finance and Capital Markets | | CEO Experience | | Cybersecurity | | Experience in accounting and financial reporting, corporate finance, mergers and acquisitions, developing financial plans and programs or capital allocation | | Experience as a public company CEO or leading a similarly complex organization | | Experience with cyber threats, risk mitigation and policy | | | | Environment and Clean Energy | | Government and Public Policy | | Industry Experience | | Experience with environmental or climate policy, regulation, risk and business operations, as well as an understanding of clean energy or the risks and opportunities for an organization transitioning to a low-carbon future | | Experience working with governmental agencies, regulatory affairs or public policy, especially in regulated industries | | Experience with the energy or utility industry, including electric and gas utility operations, nuclear operations or industrial health and safety, or overseeing large-scale industrial projects | | | | Regional Knowledge | | Technology and Innovation | | | | Experience working in the communities served by Southern Company or with its regional business and political environment | | Experience with digital technology including data analytics, artificial intelligence, information technology or digital transformation, as well as technology innovation affecting the industry | | | |

  14. Board of Director Nominees Qualifications, Attributes, Skills and Experience

    | | | | | | | | | | | | | | | | | | Accounting, Finance and Capital Markets | | | | | | | | | | | | | | | | CEO Experience | | | | | | | | | | | | | | | | Cybersecurity | | | | | | | | | | | | | | | | Environment and Clean Energy | | | | | | | | | | | | | | | | Government and Public Policy | | | | | | | | | | | | | | | | Industry Experience | | | | | | | | | | | | | | | | Regional Knowledge | | | | | | | | | | | | | | | | Technology and Innovation | | | | | | | | | | | | | | | Other Current Public Company Boards | | 1 | 2 | 0 | 0 | 2 | 0 | 2 | 0 | 0 | 1 | 2 | 1 | 1 | | Tenure (Completed Whole Years) | | 6 | 1 | 6 | 0 | 12 | 25 | 10 | 14 | 2 | 19 | 3 | 2 | 2 | | Age | | 64 | 57 | 75 | 61 | 62 | 76 | 73 | 77 | 68 | 71 | 58 | 67 | 67 | | Gender (Male/Female) | | F | F | M | M | M | M | M | M | M | M | F | F | M | | Race or Ethnicity | | | | | | | | | | | | | | | | American Indian/Alaska Native | | | | | | | | | | | | | | | | Asian | | | | | | | | | | | | | | | | Black / African American | | | | | | | | | | | | | | | | White / Caucasian | | | | | | | | | | | | | | |

  15. Board of Director Nominees Qualifications, Attributes, Skills and Experience

    | Southern Company 2025 Proxy Statement | 13 |

  16. Board Refreshment, Board Succession Planning and Board Composition

    Board Refreshment, Board Succession Planning and Board Composition The Nominating, Governance and Corporate Responsibility Committee continues to focus on Board refreshment to align the Board’s long-term composition with the Company’s long-term strategy and to effect meaningful Board succession planning. It has an evergreen Board search process in place and has retained a nationally-recognized Board search firm to assist in the identification of qualified candidates. The Nominating, Governance and Corporate Responsibility Committee evaluates the evolving attributes, skills, experience, qualifications and expertise needed by the Board to determine the Board’s membership and size. Over the last three years, the Board has added five new Directors with a range of skills. Over the same period of time, four directors have stepped down from the Board, and an additional Director is retiring from the Board at the end of his term at the annual meeting. Our commitment to Our Values, including Intentional Inclusion and Superior Performance, begins with the Board. The Board believes a broad range of experiences and expertise contributes to a more effective decision-making process and helps drive long-term value. The Nominating, Governance and Corporate Responsibility Committee actively seeks out candidates with diverse backgrounds, skills and experience to include in the pool from which the Board nominees are chosen, with the ultimate decision on all Board nominations being based on contributions that the selected nominees will bring to the Board. The Nominating, Governance and Corporate Responsibility Committee assesses the effectiveness of its refreshment efforts and the development of a constructive culture through its regular evaluations of the Board’s composition.

  17. Board Refreshment, Board Succession Planning and Board Composition

    | Board Additions Over Last Three Years | | | | Shantella E. Cooper Founder and Chief Executive Officer, Journey Forward Strategies, LLC | | | James O. Etheredge Managing Director, Monarch Private Capital and former Chief Executive Officer - North America, Accenture plc | | | David E. Meador Vice Chairman and Chief Administrative Officer, DTE Energy (retired) | | | Lizanne Thomas Partner, Jones Day (retired) | | | Christopher C. Womack Chairman, President and CEO, Southern Company |

  18. Board Refreshment, Board Succession Planning and Board Composition

    | Skills Brought By New Directors | | | | | | Accounting, Finance and Capital Markets | | Government and Public Policy | | | CEO Experience | | Industry Experience | | | Cybersecurity | | Regional Knowledge | | | Environment and Clean Energy | | Technology and Innovation |

  19. Board Refreshment, Board Succession Planning and Board Composition

    | | The Board aims to strike a balance between the knowledge that comes from longer-term service on the Board and the new experience and ideas that can come from adding Directors to the Board. The Board believes the average tenure of the 13 Director nominees of approximately eight years reflects the balance the Board seeks between the different perspectives brought by longer-serving Directors and new Directors. The Board aims to continue to refresh its membership over time. |

  20. Meetings and Attendance

    Meetings and Attendance The Board met seven times in 2024. All of our Directors attended at least 75% of applicable Board and committee meetings in 2024. Our Directors are engaged, as demonstrated by the average Director attendance at all applicable Board and committee meetings in 2024 of 98%. All Director nominees are expected to participate in the annual meeting of stockholders. All nominees for Director at the 2024 annual meeting attended the meeting.

  21. Meetings and Attendance

    | 14 | Southern Company 2025 Proxy Statement |

  22. Board Nomination Process

    Board Nomination Process

  23. Identifying Nominees for Election to the Board

    Identifying Nominees for Election to the Board The Nominating, Governance and Corporate Responsibility Committee, comprised entirely of independent Directors, is responsible for identifying, evaluating and recommending nominees for election to the Board. Final selection of the nominees for election to the Board is within the sole discretion of the Board. The Nominating, Governance and Corporate Responsibility Committee also evaluates and makes recommendations about the size of the Board. The Board is currently comprised of 14 members and Hal Clark will retire as the upcoming annual meeting. Effective as of the annual meeting, the Board will be reduced to 13 members. The Board believes that, as a whole, it should have collective qualifications, attributes, skills and experience beneficial to our Company and in line with our long-term strategic plans. Mr. Etheredge was recommended by the Nominating, Governance and Corporate Responsibility Committee for election as an independent Director and was elected to the Board effective April 1, 2025. Mr. Etheredge was identified as a candidate by the CEO and the non-management Directors.

  24. Identifying Nominees for Election to the Board

    | 1 | Board Succession Planning 4Evaluate qualifications and skills of Board 4Identify skills and experience to enhance effectiveness | | | | | 2 | Identification of Candidates by Nomination, Governance and Corporate Responsibility Committee | | | | | | 4Evergreen process | 4Identify qualified candidates based on talent framework | | 4Assistance from independent search firm | | | 4Consider personal characteristics and qualifications, including: | | | | | | History of achievement that reflects superior standards Willingness to commit sufficient time Genuine interest in the Company and a recognition that, as a member of the Board, one is accountable to the stockholders of the Company, not to any particular interest group Candidates with diverse backgrounds, skills and experience | | Highest degree of integrity and ethical standards Independence from management Ability to provide sound and informed judgment Financial literacy Number of other board memberships | | | 3 | Meeting with Candidates Interviews with: 4Chairman and CEO 4Lead Independent Director | | 4Members of Nominating, Governance and Corporate Responsibility Committee 4All of the members of the Board | | | | All Board members are provided an opportunity to interview selected candidates and provide feedback | | | | | 4 | Decision and Nomination Nomination by Nominating, Governance and Corporate Responsibility Committee and approval by full Board | | | | | 5 | Election Stockholders consider the nominees and elect Directors at the annual meeting to serve one-year terms. The Board may also elect Directors on the recommendation of the Nominating, Governance and Corporate Responsibility Committee throughout the year, following the same process, when determined to be in the best interests of the Company and its stockholders. | | | |

  25. Identifying Nominees for Election to the Board

    | | Result We have nominated five new highly qualified Directors in the past three years. |

  26. Identifying Nominees for Election to the Board

    | Southern Company 2025 Proxy Statement | 15 |

  27. Biographical Information about our Nominees for Director

    Biographical Information about our Nominees for Director

  28. Biographical Information about our Nominees for Director

    | | | | | | | Janaki Akella Former Digital Transformation Leader, Google LLC | | | | | Age: 64 Director since: January 2019 | | Board committees: Audit; Business Security and Resiliency (Chair) Other public company directorships: SLM Corporation | | Director Highlights Dr. Akella’s qualifications include electrical engineering experience and knowledge, global business technology, data and analytics expertise and cybersecurity and artificial intelligence 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. | | 4Dr. 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. 4Prior 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. 4She currently serves on the Board of SLM Corporation, commonly known as Sallie Mae, where she is a member of the Audit Committee and Operational and Compliance Risk Committee. She also serves on the Board of Fractal Analytics Limited, a private artificial intelligence company that helps businesses use data to improve decision-making, marketing and customer relationships, and averQ, Inc., a private company that provides risk management platforms to regulated financial services companies. 4She previously served on the Boards of the Guindy College of Engineering North American Alumni and the Churchill Club. | |

  29. Biographical Information about our Nominees for Director

    | | | | | | | Shantella E. Cooper Founder and Chief Executive Officer of Journey Forward Strategies, LLC | | | | | Age: 57 Director since: October 2023 | | Board committees: Business Security and Resiliency; Nominating, Governance and Corporate Responsibility Other public company directorships: Intercontinental Exchange and SouthState Corporation | | Director Highlights Ms. Cooper’s qualifications include more than 30 years of talent development and executive leadership experience working with Fortune 500 corporations, private companies and the non-profit sector. Ms. Cooper’s expertise in developing sustainable people-focused business strategies is valuable to the Board. | | 4Ms. Cooper is Founder and Chief Executive Officer of Journey Forward Strategies, a solutions-focused consulting firm specializing in leadership development and organizational effectiveness. With over 30 years of experience and expertise, Ms. Cooper delivers sustainable results for her clients, while excelling in the areas of executive coaching, leadership and culture development and business transformation. Ms. Cooper also serves as a senior advisor, and was previously an external executive coach, to McKinsey & Company. 4Ms. Cooper served as Executive Director for the Atlanta Committee for Progress (ACP) from 2019 to 2022. ACP is a partnership between the city’s top business, civic and academic leaders and the Mayor of Atlanta to support economic growth and inclusion. 4She served as Chief Transformation Officer of WestRock from 2016 to 2019 where she developed infrastructure and processes essential for business growth via mergers and acquisitions. She also led divisions such as Recycling and Waste Services, Enterprise Logistics, Global Procurement and Information Technology. From 2002 to 2016, she served in several roles at Lockheed Martin, including Vice President and General Manager, Vice President of Human Resources and Vice President of Business Ethics. 4Ms. Cooper currently serves on the Board of Intercontinental Exchange, Inc., where she is the chair of the Risk Committee and a member of the Compensation Committee, and SouthState Corporation, where she is a member of the Risk Committee and the Governance and Nominating Committee. She served on the Board of Directors for Veritiv Corporation until 2023. 4She serves on the Board of Directors for Grady Memorial Hospital Corporation and the Board of Trustees for Emory University as well as several other Atlanta-area boards supporting technology, research and education. Ms. Cooper has been recognized for her expertise in workforce and leadership development by numerous publications and organizations. | |

  30. Biographical Information about our Nominees for Director

    | 18 | Southern Company 2025 Proxy Statement |

  31. Biographical Information about our Nominees for Director

    | | | | | | | Anthony F. “Tony” Earley, Jr. Chairman, President and Chief Executive Officer, PG&E Corporation (retired) | | | | | Age: 75 Director since: January 2019 | | Board committees: 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. | | 4Mr. 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. 4Before 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. 4He served on the Board of Ford Motor Company until 2022. He also previously served on the Boards of, DTE Energy, PG&E Corporation, Comerica Incorporated, Masco Corporation and Long Island Lighting Company. 4He 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. | |

  32. Biographical Information about our Nominees for Director

    | | | | | | | James O. "Jimmy" Etheredge Managing Director at Monarch Private Capital and former Chief Executive Officer - North America, Accenture plc | | | | | Age: 61 Director since: April 2025 | | Board committees: None Other public company directorships: None | | Director Highlights Mr. Etheredge’s qualifications include CEO experience, technology and innovation expertise, accounting and cybersecurity experience and a deep understanding of the customer experience in the utility industry. Mr. Etheredge’s leadership experience, his broad knowledge of industries within our regional service territories and his experience with innovative solutions are of significant value to the Board. | | 4Mr. Etheredge has served as Managing Director of Corporate Solutions at Monarch Private Capital, an impact investment firm, since April 2025. 4Mr. Etheredge served as Chief Executive Officer – North America of Accenture plc, a global multinational professional services company, leading the company’s largest market (U.S. and Canada) from September 2019 to August 2023, and as a special advisor to the CEO and Board until July 2024. His responsibilities as CEO - North America included driving results through an 80,000-member team and executing Accenture’s strategy and consulting, interactive, technology (including artificial intelligence, cloud and others) and operations practices. 4From 2016 until September 2019, Mr. Etheredge was Senior Managing Director of U.S. Southeast, responsible for leading Accenture's business in ten states. In this role, he oversaw the firm's business across all consulting specialties and client industry segments within the region and during this time he extended Accenture's innovation hub network by creating an innovation incubator at the Georgia Institute of Technology. 4Mr. Etheredge joined Accenture in 1985, became a partner in 1997 and an executive partner in 2011. During his career at Accenture, Mr. Etheredge advised clients in the utilities industry both in the U.S. and worldwide with a focus on customer service and customer care. 4Mr. Etheredge serves as Deputy Chair of the Federal Reserve Bank of Atlanta, where he is a member of the Audit and Risk Committee. He is a member of the Board of Encora Digital LLC, a private global digital engineering company. He is part of the governance body for Grant Thornton Advisors and its tax and advisory affiliates, serving as an attendee of the General Partner of Grant Thornton Advisor’s parent. 4He also serves as a trustee of the Georgia Tech Foundation and Woodruff Arts Center and on the boards of the Atlanta Police Foundation, Techbridge and the Atlanta Area Council of Scouting America. | |

  33. Biographical Information about our Nominees for Director

    | Southern Company 2025 Proxy Statement | 19 |

  34. Biographical Information about our Nominees for Director

    | | | | | | | David J. Grain Founder and Chief Executive Officer, Grain Management, LLC (Grain Management) | | | | | Age: 62 Director since: December 2012 | | Board committees: Compensation and Talent Development; Nominating, Governance and Corporate Responsibility (Chair) Other public company directorships: Dell Technologies and New Fortress Energy Inc. | | Director Highlights Mr. Grain’s qualifications include CEO experience, 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. | | 4Mr. Grain is the Founder, Chief Executive Officer and Managing Director 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 world’s leading academic endowments, public pension funds and foundations. 4Mr. Grain also founded and was Chief Executive Officer of Grain Communications Group, Inc. 4Prior 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. 4Mr. Grain was appointed by President Obama in 2011 and again in 2024 by President Biden to the National Infrastructure Advisory Council. 4He 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. 4Mr. Grain is a Director of Dell Technologies, where he is a member of the Audit Committee, and New Fortress Energy, Inc. Previously, he was a director of Catalyst Partners Acquisition Corporation (a special purpose acquisition corporation) until 2023.. 4He is currently a member of the Dartmouth College Board of Trustees and is a Trustee of the Brookings Institution. | |

  35. Biographical Information about our Nominees for Director

    | | | | | | | Donald M. James Chairman of the Board and Chief Executive Officer of Vulcan Materials Company (retired) | | | | | Age: 76 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. | | 4Mr. James joined Vulcan Materials Company, a producer of aggregate and aggregate-based construction materials, in 1992 as Senior Vice President and General Counsel. He 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 in 2014 and as Non-Executive Chairman and from the Board in 2015. 4Prior to joining Vulcan Materials Company, Mr. James was a partner at the law firm of Bradley, Arant, Rose & White for 10 years. 4Mr. James serves as Chairman of New Frontier Materials, a private company in the construction materials industry. 4Mr. James served as a director of Wells Fargo & Company until 2020. He is also a former director of Vulcan Materials Company, Protective Life Corporation, SouthTrust Corporation and Wachovia Corporation. 4Mr. James is a Trustee of Children’s of Alabama, where he serves on the Executive Committee and the Compensation Committee. | |

  36. Biographical Information about our Nominees for Director

    | 20 | Southern Company 2025 Proxy Statement |

  37. Biographical Information about our Nominees for Director

    | | | | | | | John D. Johns Senior Advisor at Blackstone Inc. (Blackstone) and former Chairman and Chief Executive Officer of Protective Life Corporation (Protective Life) | | | | | Age: 73 Director since: February 2015 | | Board committees: Finance (Chair); Nominating, Governance and Corporate Responsibility Other public company directorships: Genuine Parts Company | | 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. | | 4Mr. Johns has served as a Senior Advisor at Blackstone, an investment firm, since April 2022. 4He 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. 4He 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. 4Before his tenure at Protective Life, Mr. Johns served as general counsel of Sonat, Inc., a diversified energy company. 4Prior to joining Sonat, Inc., Mr. Johns was a founding partner of the law firm Maynard, Cooper & Gale, P.C. 4He previously served on the Board 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. 4Mr. Johns serves on the Board of Genuine Parts Company, where he is Lead Independent Director and is a member of the Compensation and Human Capital Committee and the Executive Committee. He served as a director of Regions Financial Corporation until 2024. 4Mr. 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. 4Mr. Johns has served as the Chairman of the Business Council of Alabama, the Birmingham Business Alliance, the Greater Alabama Council of Scouting America and Innovation Depot, Alabama’s leading business and technology incubator. | |

  38. Biographical Information about our Nominees for Director

    | | | | | | | Dale E. Klein Reese Endowed Professor in the Cockrell School of Engineering at the University of Texas at Austin and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission | | | | | Age: 77 Director since: July 2010 | | Board committees: Business Security and Resiliency; Compensation and Talent Development; Operations, Environmental and Safety (Chair) Other public company directorships: None | | 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. | | 4Dr. 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. 4Dr. Klein has more than 45 years of experience in the nuclear energy industry. Dr. Klein is a member of the National Academy of Engineering. 4Dr. 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 over 35 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 currently serves as a Professor in the Cockrell School of Engineering and holds the Reese Endowed Professorship at the University of Texas at Austin. 4He served on the Audit and Nuclear and Operating Committees of Pinnacle West Capital Corporation, an Arizona energy company, and was a member of the Board of Pinnacle West Capital Corporation’s principal subsidiary, Arizona Public Service Company, until 2023. Dr. Klein serves on the private company boards of AVANTech and Los Alamos Technical Associates. | |

  39. Biographical Information about our Nominees for Director

    | Southern Company 2025 Proxy Statement | 21 |

  40. Biographical Information about our Nominees for Director

    | | | | | | | David E. Meador Vice Chairman and Chief Administrative Officer of DTE Energy (retired) | | | | | Age: 68 Director since: April 2023 | | Board committees: Audit; Operations, Environmental and Safety 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. | | 4Mr. 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 2022. In his 25 years at DTE Energy, he served in several executive leadership positions, including Executive Vice President and Chief Financial Officer. 4With over 40 years of experience in the manufacturing and energy sectors, Mr. Meador is a recognized expert in finance and accounting, business strategy, governance, sustainability, mergers and acquisitions, government and community relations, procurement and information technology. 4Prior 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. 4Mr. Meador previously served on the Boards of Amerisure Mutual Insurance, Landauer, Inc. and Energy Insurance Mutual. Mr. Meador led the creation, and is the current Executive Director, of the Detroit Regional CEO Group. He currently serves on several non-profit boards supporting workforce and economic development, human services and education. | |

  41. Biographical Information about our Nominees for Director

    | | | | | | | William G. Smith, Jr. Chairman of the Board, President and Chief Executive Officer of Capital City Bank Group, Inc. | | | | | Age: 71 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. | | 4Mr. 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. 4Mr. Smith previously served on the Board of Directors of the Federal Reserve Bank of Atlanta and First National Bankers Bank. 4Mr. 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. 4Mr. Smith served as the Company’s Lead Independent Director from 2012 to 2014. | |

  42. Biographical Information about our Nominees for Director

    | 22 | Southern Company 2025 Proxy Statement |

  43. Biographical Information about our Nominees for Director

    | | | | | | | Kristine L. Svinicki Adjunct Professor, University of Michigan and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission | | | | | Age: 58 Director since: October 2021 | | Board committees: Business Security and Resiliency; Operations, Environmental and Safety Other public company directorships: Pinnacle West Capital Corporation and its wholly-owned subsidiary 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. | | 4Ms. 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. 4Prior 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. 4Previously, 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. 4Ms. Svinicki serves on the Audit, Finance 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. 4Ms. Svinicki is a longstanding member of the American Nuclear Society and serves on the Board of TerraPower LLC, a nuclear innovation company. 4Ms. 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. | |

  44. Biographical Information about our Nominees for Director

    | | | | | | | Lizanne Thomas Partner, Jones Day (retired) | | | | | Age: 67 Director since: April 2023 | | Board committees: Compensation and Talent Development (Chair); Finance; Nominating, Governance and Corporate Responsibility Other public company directorships: Logility Supply Chain Solutions, Inc. | | Director Highlights Ms. Thomas’ qualifications include mergers and public and private acquisitions expertise as well as corporate governance and stockholder 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. | | 4Ms. Thomas retired at the end of 2023 as Partner and the Chair of the Governance and Activism practice of the global law firm Jones Day after 41 years of service. In addition to leading the firm’s corporate governance and activism practice, she has substantial experience in public company mergers and acquisitions, having led many of the firm’s multi-billion dollar transactions. Ms. Thomas served in various senior management roles at Jones Day, including most recently as Partner-in-Charge of the firm’s Southeast U.S. Region from 2014 through 2022. 4She currently serves on the Board of Logility Supply Chain Solutions, Inc. (formerly American Software, Inc.), where she chairs the Governance Committee and also serves on the Audit 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. 4Ms. Thomas is a Fellow of the American College of Governance Lawyers and is Chair of the Georgia Research Alliance. She also serves on the Board of Trustees of Furman University and the Lettie Pate Evans Foundation. | |

  45. Biographical Information about our Nominees for Director

    | Southern Company 2025 Proxy Statement | 23 |

  46. Biographical Information about our Nominees for Director

    | | | | | | | Christopher C. Womack Chairman of the Board, President and Chief Executive Officer of Southern Company | | | | | Age: 67 Director since: March 2023 | | Board committees: None Other public company directorships: 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 more than 35 years of service, as well as his external affairs and government policy expertise, are valuable to the Board. | | 4Mr. Womack was named President, effective March 2023; Chief Executive Officer, effective May 2023; and Chairman of the Board, effective December 2023. 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. 4Prior 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. 4Mr. Womack is a Director of Invesco Ltd., where he serves on the Audit Committee, the Nomination and Corporate Governance Committee and the Compensation Committee. Mr. Womack served on the Board of Essential Utilities, Inc. until 2023. 4Mr. 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. | |

  47. Independent Director Nominees

    Independent Director Nominees 4Janaki Akella 4Shantella E. Cooper 4Anthony F. Earley, Jr. 4James O. Etheredge 4David J. Grain 4Donald M. James 4John D. Johns 4Dale E. Klein 4David E. Meador 4William G. Smith, Jr. 4Kristine L. Svinicki 4Lizanne Thomas

  48. Independent Director Nominees

    | 30 | Southern Company 2025 Proxy Statement |

  49. Director Compensation

    Director Compensation Only non-employee Directors of the Company are compensated for service on the Board. For 2024, the pay components for non-employee Directors were:

  50. Director Compensation

    | Annual cash retainers | | | Cash retainer | 120,000 | | Additional cash retainer if serving as the Lead Independent Director of the Board | 35,000 | | Additional cash retainer if serving as a chair of a standing committee of the Board other than the Audit Committee | 20,000 | | Additional cash retainer if serving as chair of the Audit Committee | 25,000 | | Annual equity grant | | | In deferred common stock units until Board membership ends | 170,000 | | Meeting fees | | | Meeting fees are not paid for participation in a meeting of the Board | — | | Meeting fees are not paid for participation in a meeting of a committee or subcommittee of the Board | — |

  51. Director Compensation Table

    Director Compensation Table The following table reports compensation to the non-employee Directors during 2024.

  52. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Janaki Akella | 131,667 | 170,000 | — | 301,667 | | Henry A. Clark III | 120,000 | 170,000 | — | 290,000 | | Shantella E. Cooper(4) | 143,016 | 203,478 | — | 346,494 | | Anthony F. Earley, Jr. | 150,417 | 170,000 | — | 320,417 | | David J. Grain | 149,167 | 170,000 | — | 319,167 | | Donald M. James | 120,000 | 170,000 | — | 290,000 | | John D. Johns | 140,000 | 170,000 | — | 310,000 | | Dale E. Klein | 140,000 | 170,000 | — | 310,000 | | David E. Meador | 120,000 | 170,000 | — | 290,000 | | Ernest J. Moniz(5) | 70,000 | 85,000 | 25,000 | 180,000 | | William G. Smith, Jr. | 145,000 | 170,000 | — | 315,000 | | Kristine L. Svinicki | 120,000 | 170,000 | — | 290,000 | | Lizanne Thomas | 131,667 | 170,000 | — | 301,667 | | E. Jenner Wood III(5) | 70,000 | 85,000 | 25,000 | 180,000 |

  53. Director Compensation Table

    (1)Includes amounts voluntarily deferred in the Director Deferred Compensation Plan. (2)Represents the grant date fair market value of deferred common stock units. (3)In connection with their retirements from the Board, the Company made charitable donations in the names of Mr. Moniz and Mr. Wood in 2024 to non-profit organizations of their choice. No non-employee Director of the Company received perquisites in an amount above the reporting threshold. (4)Ms. Cooper was elected to the Board October 16, 2023 and received compensation for her 2023 service in January 2024. (5)Mr. Moniz and Mr. Wood retired from the Board on May 22, 2024.

  54. Director Compensation Table

    | 38 | Southern Company 2025 Proxy Statement |

  55. Executive Compensation Best Practices

    | What We Do | | What We Don’t Do | | Align actual payouts with performance and stockholder interests 100% of short- and long-term incentive awards are performance based Independent compensation consultant retained by the Committee Policy against hedging and pledging of stock by Directors and executive officers Executive officers receive limited perquisites that make up a small portion of total compensation Change-in-control severance payouts require double-trigger of change in control and termination of employment Strong stock ownership requirements for executive officers | Annual compensation risk assessment undertaken with input from an independent consultant Clawback provisions apply to all incentive compensation awards with enhanced Clawback Policy provisions for key executives, including in the event of misconduct 90% of CEO target pay is at risk based on achievement of performance goals Evaluate stockholder feedback through year-round engagement and results of prior years' Say on Pay votes Dividends on stock awards received only if underlying award is earned Annual compensation review conducted to help ensure fair and equitable pay | No tax gross ups on executive perquisites for executive officers (except on certain relocation-related expenses) No employment agreements with our executive officers No excise tax gross-ups on change-in control severance arrangement No additional service granted under supplemental retirement plans since 2014 |

  56. Overview of Key Compensation Components

    | | Element | Vehicle | Link to Stockholder Value | | | Base Salary | Cash | 4Fixed cash compensation rewards scope of responsibility, experience and individual performance to attract and retain top talent | | | Annual Performance Pay Program (PPP) | Cash | 4Promotes strong short-term business results by rewarding value drivers, without creating an incentive to take excessive risk 4Serves as key compensation vehicle for rewarding annual results and differentiating performance each year | | | Long-Term Incentive Program (LTI) | Performance share units (PSUs) (paid in shares of common stock) Performance-based restricted stock units (PRSUs) (paid in shares of common stock) | 4PSUs reward achievement of financial goals and stock price performance compared to utility peers over a three-year period 4PRSUs reward achievement of financial goals related to our ability to pay regular dividends while promoting employee retention 4Equity awards provide a significant stake in the long-term financial success of the Company that is aligned with stockholder interests and promotes employee retention 4For the CEO, CFO and COO, PSUs link a meaningful portion of LTI compensation with the Company’s GHG reduction goals | | | Employee Savings Plan | 401(k) plan | 4Creates shared responsibility for retirement through matching contributions | | | Pension Benefits | Defined benefit and supplemental pension plans | 4Financially efficient vehicle to provide market-competitive retirement benefits while promoting employee retention |

  57. Annual Incentive Compensation (At Risk)

    Annual Incentive Compensation (At Risk)

  58. 2024 Annual Performance Pay Program (PPP)

    2024 Annual Performance Pay Program (PPP) The formula for computing PPP payouts is as follows:

  59. 2024 Annual Performance Pay Program (PPP)

    | Base Salary | | Target Award Percentage | | Performance Goal Achievement(1) | | PPP Award Earned | | | | (% of Base Salary; varies by pay grade) | | (% of target level; payout ranges from 0% to 200%) | | |

  60. 2024 Annual Performance Pay Program (PPP)

    (1)PPP program includes an individual modifier that provides the Committee with the flexibility to adjust the total payout by +/- 10 percentage points based on individual performance.

  61. PPP Goal Rigor and Process Used to Set Goals

    PPP Goal Rigor and Process Used to Set Goals 4The Company utilizes a rigorous goal setting process that includes three Board committees: •The Finance Committee reviews and approves the financial plan, including short-term targets and long-term objectives. •The Operations, Environmental and Safety Committee reviews the operational goal objectives and the methodology for each of the goal benchmarks •The Compensation and Talent Development Committee approves PPP goal stretch targets to motivate the leadership team to deliver results for customers, stockholders and employees. The Committee evaluates the PPP goals compared to internal and external expectations, industry benchmarks, as well as relative and absolute performance. The Committee also considers potential challenges and opportunities that occur each year. 4The Committee established the financial goals for EPS and business unit net income based on the Company’s financial plan and investor growth expectations, focusing on providing regular, predictable and sustainable EPS and dividend growth 4The Committee established the operational goals to focus on delivering clean, safe, reliable and affordable energy to our customers. 4PPP Funding Threshold: no payout under the PPP can be made if events occur that impact the Company’s financial ability to fund the common stock dividends

  62. Operational Goal Setting Process

    | Belief: The Committee believes that operational goal targets should be set at challenging levels to achieve and drive top quartile performance and continuous improvement | | The Committee establishes operational goals that are primarily based on industry benchmarks, with the objective of delivering top quartile results, and top decile where appropriate, compared to industry peers. For goals that do not have a comparable industry benchmark, the Committee sets stretch targets to motivate continuous improvement. As part of its goal-setting process, the Committee reviews previous goals and performance along with input from the Operations, Environmental and Safety Committee on operational goals to appropriately align the threshold, target and maximum goals with Company performance expectations. |

  63. Operational Goal Achievement for 2024 PPP

    | Customer Experience and Satisfaction Goals | | | | | | | | Goal | Target | Weight | Performance | Goal Payout | | | Customer Satisfaction – Continue to deliver strong performance for residential, business and managed account segments | Achieve median for J.D. Power and Net Promoter Score benchmarks | 30% | 4Top quartile for General Business segment 42nd quartile for Residential and Managed Account segments | 166% | | | Power Delivery – Continuous focus on transmission and distribution reliability, and the frequency and duration of outages experienced by customers | Distribution duration: 115.7 Distribution freq.: 1.078 Transmission duration: 5.9 Transmission freq.: 0.093 | 15% | Exceeded targets for transmission and distribution reliability | 177% | | | Gas Operations – Improve pipeline safety and reliability by reducing damages from excavations and leak response time | Damage Ratio: < 2.32 Leak Response: 2.0% | | Exceeded target for leak response time, while results were below target for damage prevention | 167% |

  64. Operational Goal Achievement for 2024 PPP

    | Workforce Goals | | | | | | | | Goal | Target | Weight | Performance | Goal Payout | | | Safety – Improve critical risk controls through the safety and health management system; reduce occurrence of serious injuries | Continuous focus on safety culture and prevention | 20% | Significantly exceeded targets with a serious injury rate of 0.05; however, unfortunately, there were two employee fatalities in 2024 | 184% | | | Culture – Foster a dynamic and welcoming workplace that drives employee satisfaction and supplier engagement and inclusion | Achieve top quartile on work environment benchmarks and drive supplier engagement and inclusion | 20% | Significantly exceeded targets | 174% |

  65. Operational Goal Achievement for 2024 PPP

    | Generation Reliability and Sustainability Goals | | | | | | | | Goal | Target | Weight | Performance | Goal Payout | | | Generation Reliability – Achieve top quartile for Annual Equivalent Forced Outage Rate (EFOR) goal | EFOR of 8.23% | 15% | Achieved industry leading results by maintaining a low annual EFOR of 1.21% | 200% | | | Carbon-Free Resource Availability – Measures the Company’s capacity to generate energy from carbon-free resources (nuclear, solar, wind and hydro) | Nuclear: 93% Solar & Wind: >95% Hydro: 81% | | Exceeded target for nuclear capacity factor, solar and wind assets | 200% | | | Gas Infrastructure – Our pipeline replacement program and our focus on responding to leaks and preventing damages aims to mitigate the release of methane to the atmosphere and improve community safety | Replace 93 pipeline miles | | Exceeded target on pipeline replacement program and leak response, while results were below target for damage prevention | 200% |

  66. Operational Goal Achievement for 2024 PPP

    | | Weight | Calculated Goal Payout | | | Total Operational Goal Achievement | 100% | | 177% |

  67. 2024 PPP Payouts

    2024 PPP Payouts

  68. 2024 PPP Payouts

    | Name | Target 2024 PPP Opportunity (% of salary) | Target 2024 PPP Opportunity ($) | EPS Payout (%) | Net Income Payout (%) | Operational Payout (%) | Calculated Total Payout (%) | Approved Total Payout (%) | 2024 PPP Payout ($) | | Chris Womack(1) | 130% | 1,950,000 | 176% | — | 177% | 176% | 171% | 3,334,500 | | Dan Tucker | 85% | 712,477 | 176% | — | 177% | 176% | 176% | 1,253,960 | | Stan Connally(1) | 85% | 697,292 | 176% | — | 177% | 176% | 171% | 1,192,369 | | Kim Greene | 100% | 945,005 | 176% | 184% | 180% | 179% | 179% | 1,691,558 | | Jim Kerr(1) | 80% | 707,200 | 176% | 179% | 169% | 174% | 169% | 1,195,168 |

  69. 2024 PPP Payouts

    (1) Approved total payout reflects a reduction due to two employee fatalities as described more fully on page 51.

  70. 2024 PPP Payouts

    | Southern Company 2025 Proxy Statement | 53 |

  71. Long-Term Equity Incentive Compensation (At Risk)

    Long-Term Equity Incentive Compensation (At Risk) Our LTI program has evolved in response to stockholder feedback and our ongoing evaluation of best practices. We provide LTI through a combination of PSUs and PRSUs.

  72. 2024-2026 Long-Term Equity Incentive Program

    2024-2026 Long-Term Equity Incentive Program Long-term performance-based awards are intended to promote long-term success and increase stockholder value by directly tying a substantial portion of the NEOs’ total compensation to the interests of stockholders.

  73. 2024-2026 Long-Term Equity Incentive Program

    | | | Weighting | | | Metric(s) | | CEO, CFO & COO | Other NEOs | | PSUs - Relative TSR & Consolidated ROE Earned solely on achievement of pre-established performance goals over 2024-2026 performance period Potential payout of 0-200% based on actual level of goal achievement | •Relative TSR measured against an industry peer group •Consolidated Southern Company ROE | 65% | 70% | | PSUs - GHG Reduction Metric Earned solely on achievement of pre-established three-year performance metrics aligned with Company’s fleet transition to support our GHG reduction goals | •Quantitative metric of cumulative MW change •Qualitative modifier | 10% | N/A | | PRSUs - Cash from Operations Goal Earned if 2024 cash from operations exceeds 2023 dividends. If earned, vest over three-year period | •Cash from operations must exceed prior year’s dividends paid | 25% | 30% |

  74. 2024-2026 Long-Term Equity Incentive Program

    4If earned, LTI awards are settled in common stock. Accrued dividend equivalent units (DEUs) are received only if the underlying LTI award is earned and paid out. 4The number of shares granted was determined by using the target value divided by the closing price of common stock on the date the Committee approved the grant (January 31, 2024). PSU awards with performance tied to relative TSR are valued in the Summary Compensation Table and Grants of Plan-Based Awards Table using a Monte Carlo analysis, resulting in amounts that differ from what is shown in this CD&A. For more information on the valuation of those PSUs and the Monte Carlo value, see the footnotes following the Summary Compensation Table and the Grants of Plan-Based Awards Table.

  75. 2024-2026 Performance Share Unit Award

    2024-2026 Performance Share Unit Award The PSU award includes financial and market-based performance goals over the three-year performance period from 2024 to 2026 and is further subject to a credit quality threshold requirement.

  76. 2024-2026 Performance Share Unit Award

    | Goal | Why it’s important | What it measures and how we set the goal | | Relative TSR | Aligns award with shareholder returns on a relative basis over the performance period | TSR relative to a utility peer group of companies that are believed to be most similar to the Company in both business model and investors. It measures investment gains arising from stock price appreciation and dividends received from that investment. The peer group is described on page 61 and is subject to change based on merger and acquisition activity. | | Consolidated ROE | Aligns performance with delivering sustainable returns on invested capital | Consolidated Southern Company ROE of the traditional electric operating companies, Southern Company Gas and Southern Power | | GHG Reduction Metric (for CEO, CFO and COO) | Aligns performance with Southern Company’s 2030 and 2050 GHG emission reduction goals | GHG reduction metric measures the progress on the Company’s fleet transition through quantitative and qualitative metrics |

  77. 2024-2026 Performance Share Unit Award

    Credit Quality Threshold Goal: The financial goal is also subject to a credit quality threshold requirement that encourages the maintenance of adequate credit ratings to provide an attractive return to investors. If the primary credit rating falls below investment grade at the end of the three-year performance period, the payout for the ROE goal will be reduced to zero.

  78. 2024-2026 Performance Share Unit Award

    | 54 | Southern Company 2025 Proxy Statement |

  79. 2024-2026 Performance Share Unit Award

    For each of the financial performance measures, a threshold, target and maximum goal was set at the beginning of 2024.

  80. 2024-2026 Performance Share Unit Award

    | | Relative TSR Performance | Consolidated ROE Performance | Payout | | Maximum | 90th percentile or higher | 13.75% | 200% | | Target | 50th percentile | 11.50% | 100% | | Threshold | 10th percentile | 10.00% | 0% |

  81. Setting The Quantitative Component

    | | 2024-2026 Cumulative MW Change(1) | Payout % of Target | | | < 1,044 MW | 0% | | Threshold | 1,044 MW | 50% | | Target | 1,843 MW | 100% | | Maximum | 3,044 MW | 150% |

  82. 2024-2026 Performance-Based Restricted Stock Units Award

    2024-2026 Performance-Based Restricted Stock Units Award 4PRSU Threshold: PRSUs are earned only if Southern Company’s cash from operations in 2024 exceeds $3.035 billion, the amount of dividends paid in 2023. If earned, the PRSUs vest one-third each year over a three-year period. 4The Committee believes that allocating a portion of the LTI program for the NEOs to PRSUs with a one-year performance goal related to our ability to pay regular dividends and a payout period of three years continues to provide alignment with stockholders and enhance retention. Our stockholders have expressed support for the mixture of threshold financial performance and the time-based vesting to bolster retention.

  83. 2024-2026 Long-Term Equity Incentive Grants

    2024-2026 Long-Term Equity Incentive Grants

  84. 2024-2026 Long-Term Equity Incentive Grants

    | Name | Target as Percent of Base Salary | | PSU – Relative TSR(1) | PSU – Consolidated ROE(1) | PSU – GHG(1) | PRSU – Cash From Operations(1) | Total Long-Term Grant (100%) | | Chris Womack | 735% | $ | 4,410,000 | 2,756,250 | 1,102,500 | 2,756,250 | 11,025,000 | | | | # of units | 63,435 | 39,647 | 15,859 | 39,647 | 158,588 | | Dan Tucker | 275% | $ | 922,029 | 576,268 | 230,507 | 576,268 | 2,305,073 | | | | # of units | 13,263 | 8,289 | 3,316 | 8,289 | 33,157 | | Stan Connally | 250% | $ | 820,343 | 512,715 | 205,086 | 512,715 | 2,050,858 | | | | # of units | 11,800 | 7,375 | 2,950 | 7,375 | 29,500 | | Kim Greene | 275% | $ | 1,039,505 | 779,629 | — | 779,629 | 2,598,763 | | | | # of units | 14,953 | 11,214 | — | 11,214 | 37,381 | | Jim Kerr | 250% | $ | 884,000 | 663,000 | — | 663,000 | 2,210,000 | | | | # of units | 12,716 | 9,537 | — | 9,537 | 31,790 |

  85. 2024-2026 Long-Term Equity Incentive Grants

    (1)Certain metrics for the 2024-2026 LTI grant for the CEO, CFO and COO are weighted slightly different than for the other NEOs as noted above.

  86. 2024-2026 Long-Term Equity Incentive Grants

    | 56 | Southern Company 2025 Proxy Statement |

  87. 2022-2024 Long-Term Equity Incentive Performance Results

    2022-2024 Long-Term Equity Incentive Performance Results

  88. 2022-2024 Overall PSU Performance

    2022-2024 Overall PSU Performance

  89. 2022-2024 Overall PSU Performance

    | | Performance Results | | PSUs – Relative TSR | 168% | | PSUs – ROE(1) | 180% | | PSUs – GHG (for Dan Tucker and Stan Connally only)(2) | 136% | | Total Weighted Average for Chris Womack, Kim Greene and Jim Kerr | 173% | | Total Weighted Average for Dan Tucker and Stan Connally | 168% |

  90. 2022-2024 Financial Goal PSU Performance

    2022-2024 Financial Goal PSU Performance

  91. 2022-2024 Financial Goal PSU Performance

    | Financial Goals | Threshold (%) | Target (%) | Maximum (%) | Result (%) | Calculated Achievement (%) | | Relative TSR | 10% | 50% | 90% | 77% | 168% | | ROE(1) | 10.00% | 11.50% | 13.75% | 13.31% | 180% |

  92. 2022-2024 Financial Goal PSU Performance

    (1)In determining ROE for compensation goal achievement purposes for the 2022-2024 performance period, the Committee excluded estimated loss on plants under construction, including charges (net of salvage proceeds), associated legal expenses (net of insurance recoveries) and tax impacts (2022-2024); PowerSecure goodwill impairment (2022); acquisition and disposition impacts (2022-2023); charges associated with the extinguishment of debt (2023); earnings impacts due to regulatory disallowances at Southern Company Gas (2023); an impairment loss associated with the discontinued development of a multi-use commercial facility at Alabama Power (2024); and accelerated depreciation related to the repowering a wind facility at Southern Power (2024). (2)At the time of the 2022-2024 long-term incentive award grant, Mr. Womack served as the CEO of Georgia Power Company and did not receive any PSUs subject to the GHG goal.

  93. 2022-2024 GHG Reduction Metric PSUs Performance (CFO & COO)

    2022-2024 GHG Reduction Metric PSUs Performance (CFO & COO) Quantitative Component The target metric for the 2022-2024 award is a 2,777 MW change over the three-year performance period. The Company achieved 2,821 MWs of fleet transition, or 101% of target, through Plant Vogtle Unit 3 and Unit 4 being placed into service in 2023 and 2024, respectively; new solar generation placed into service at various times over the performance period; and the 2022 retirements of Plant Wansley and Plant Gadsden Unit 1. Qualitative Component The Committee, in conjunction with the Operations, Environmental and Safety Committee, assessed the performance of the CFO and the COO with regard to their respective leadership in advancing the energy portfolio of the future. The Committee determined that performance exceeded expectations and approved a modifier of +35%. The activities and achievements assessed for the qualitative component during the performance period include: 4Leadership and energy policy: engaged administration and key policy makers regarding climate, energy policy, clean energy standards and decarbonization effort funding opportunities; facilitated participation in United Nations Climate Change Conferences; and led focused discussions on resiliency, energy transition, carbon capture and sequestration and increasing energy demands 4R&D investments: completed installation of Integrated Effects Test, the world's largest chloride salt system at TerraPower's labs; selected by DOE to lead team designing, constructing and operating Molten Chloride Reactor Experiment; partnered on a DOE funded study to evaluate retrofitting existing combined cycle gas units with exhaust gas recycle and an amine-based CO2 capture technology; secured DOE funding for first direct air capture pilot demonstration and participated in front-end engineering design study for advanced direct air capture system; Georgia Power completed world’s largest hydrogen-natural gas fuel blending at Plant McDonough-Atkinson; and began operating DOE-funded 2.5 MW/4 hour concrete thermal energy storage technology demonstration 4Investments and new business development: Southern Power completed two wind facilities and three battery storage projects, acquired two solar facilities and began repowering three separate wind facilities; founding partner of Energy Impact Partners and invested in Energy Impact Partners Fund II, which received $1 billion in commitments to focus on investments in venture and growth companies advancing critical climate solutions; and executed agreement with Form Energy to procure 15 MW of long duration energy storage.

  94. 2022-2024 GHG Reduction Metric PSUs Performance (CFO & COO)

    | Southern Company 2025 Proxy Statement | 57 |

  95. 2022-2024 Overall PSUs Earned

    2022-2024 Overall PSUs Earned

  96. 2022-2024 Overall PSUs Earned

    | Name | 2022-2024 Target PSUs | 2022-2024 PSUs Earned | | Chris Womack | 26,083 | 50,587 | | Dan Tucker | 22,200 | 41,710 | | Stan Connally | 19,449 | 36,541 | | Kim Greene | 20,935 | 40,602 | | Jim Kerr | 19,241 | 37,317 |

  97. 2022-2024 Overall PSUs Earned

    | 58 | Southern Company 2025 Proxy Statement |

  98. Benefits

    Benefits Summaries of our Benefit Plans can be found in Appendix B - Benefit Plan Summary at page 102. Retirement Benefits 4Employee Savings Plan: Substantially all employees are eligible to participate in the Employee Savings Plan (ESP), our 401(k) plan. The NEOs are also eligible to participate in the Supplemental Benefit Plan (SBP), which is a nonqualified deferred compensation plan where we can make contributions that are prohibited to be made under the ESP due to limits under the tax code. 4Pension Benefits: Substantially all employees participate in a funded Pension Plan. Normal retirement benefits become payable when participants attain age 65. The Company also provides unfunded benefits to certain employees, including the NEOs, under two nonqualified plans: the Supplemental Benefit Plan (Pension-Related) (SBP-P) and the Supplemental Executive Retirement Plan (SERP). The SBP-P and the SERP provide additional benefits the Pension Plan cannot pay due to limits applicable to the Pension Plan. 4Deferred Compensation Benefits: We offer a Deferred Compensation Plan (DCP), which is an unfunded plan that permits participants to defer income as well as certain federal, state and local taxes until a specified date or their retirement, disability, death or other separation from service. Change-in-Control Protections 4We believe that change-in-control protections allow management to focus on potential transactions that are in the best interest of our stockholders. 4Change-in-control protections include severance pay and, in some situations, vesting or payment of incentive awards. 4We provide certain severance payments if there is a change in control of the Company and a termination of the executive’s employment (either involuntary termination not for cause or voluntary termination for good reason), often called a “double trigger”. 4Severance payment for the CEO is three times the sum of base salary plus PPP opportunity (either at target or, if greater, paid out based on the average achievement from the three prior fiscal years). For the other NEOs, severance is two times the sum of base salary plus PPP opportunity (either at target or, if greater, paid out based on the average achievement from the three prior fiscal years). No excise tax gross-up would be provided. Perquisites 4We provide limited perquisites to our executive officers, consistent with the Company’s goal of providing market-based compensation and benefits. 4The Committee recognizes that permitting limited personal use of system aircraft for certain executives allows them to continue to perform their duties in a safe, secure environment and promotes safe and effective use of their time. For 2024, the Committee approved personal use of system aircraft for Mr. Womack. Amounts are included in the Summary Compensation Table. 4No tax assistance is provided on executive perquisites to executive officers of the Company, except on certain relocation-related benefits that are generally available to all employees.

  99. Peer Groups and Establishing Market-Based Compensation Levels

    Peer Groups and Establishing Market-Based Compensation Levels

  100. Peer Groups and Establishing Market-Based Compensation Levels

    | Peer Group for 2024 Compensation Decisions | Peer Group for Relative TSR Metric for 2024-2026 Performance Period | | 4Used to determine the total direct compensation for our executives 4Approximates the competitive market in which we compete for talent in executive and managerial roles 4Consists of 19 publicly traded utility companies (subject to changes resulting from mergers and acquisitions) 4In partnership with Pay Governance, the Committee’s annual review focuses on large companies (at least $6 billion in revenues) with more similar businesses, including other large diversified utilities that have combined electric and gas operations 4We target the total direct compensation for our executives at market median of the peer group | 4Used to measure our relative TSR performance for incentive compensation 4The peer group consists of 23 publicly traded utility companies that the Committee believes are most similar to Southern Company's business model 4The Compensation Committee considers companies that have at least 70% regulated assets and $7.5 billion in market capitalization 4Several companies in the relative TSR peer group do not meet the revenue size requirement to be included in the compensation peer group, and some companies might not participate in the survey from which the data for the compensation peer group is derived |

  101. Peer Groups and Establishing Market-Based Compensation Levels

    | Peer Companies for BOTH: 2024 Compensation Decisions Peer Group and 2024-2026 Relative TSR Peer Group | | | | Ameren Corporation American Electric Power Company, Inc. CenterPoint Energy, Inc. CMS Energy Corporation Dominion Energy, Inc. DTE Energy Company | Duke Energy Corporation Edison International Entergy Corporation Exelon Corporation Eversource Energy FirstEnergy Corp. | PPL Corporation Public Service Enterprise Group Incorporated Sempra Energy WEC Energy Group, Inc. Xcel Energy Inc. |

  102. Peer Groups and Establishing Market-Based Compensation Levels

    | | | | Additional Peer Companies for 2024 Compensation Decisions Peer Group | Additional Peer Companies for 2024-2026 Relative TSR Peer Group | | NextEra Energy, Inc. PG&E Corporation | Alliant Energy Corporation Consolidated Edison, Inc. Evergy, Inc. Fortis Energy Services NiSource Inc. Pinnacle West Capital Corporation |

  103. Peer Groups and Establishing Market-Based Compensation Levels

    | Southern Company 2025 Proxy Statement | 61 |

  104. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant 4The Compensation Committee has retained Pay Governance LLC as its independent executive compensation consultant. Pay Governance reports directly to the Compensation Committee. A representative of Pay Governance attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chair between meetings. 4Pay Governance provides various executive compensation services to the Compensation Committee pursuant to a written consulting agreement with the Compensation Committee. Generally, these services include advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relation to the executives’ performance. 4In 2024, Pay Governance provided an annual competitive evaluation of target total compensation for the NEOs. Additionally, the Compensation Committee relies on Pay Governance to provide information and advice on executive compensation and related corporate governance trends throughout the year. Pay Governance provided no services to Company management during 2024. 4The Compensation Committee retains authority to hire Pay Governance directly, approve its compensation, determine the nature and scope of its services, evaluate its performance and terminate its engagement. The Compensation Committee has assessed the independence of Pay Governance pursuant to the listing standards of the NYSE and SEC rules and concluded that Pay Governance is independent and that no conflict of interest exists that would prevent Pay Governance from serving as an independent consultant to the Compensation Committee.

  105. Role of the Independent Compensation Consultant

    | 62 | Southern Company 2025 Proxy Statement |

  106. Equity Grant Practices

    Equity Grant Practices The Company's long-standing practice has been to grant annual LTI equity awards on a predetermined schedule. The Committee generally grants PSUs and PRSUs to our executive officers and eligible employees at its first meeting of the applicable fiscal year. For those employees who are hired or become newly eligible to receive long-term incentive equity awards after the Committee's first meeting of the applicable fiscal year, pro-rated LTI equity awards are granted effective August 1. In certain circumstances, the Committee may approve annual LTI equity grants to be effective at other times, such as the hiring or promotion of certain executive officers. The Committee has delegated authority to the CEO to grant off-cycle retention awards to employees who are not Company executive officers, members of Southern Company Management Council or Directors. These retention awards may include cash awards or time-based RSUs and are subject to guidelines established by the Committee. The Committee has not granted stock option awards since 2014. During 2024, the Committee did not take material nonpublic information into account when determining the timing and terms of equity awards and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  107. Summary Compensation Table

    Summary Compensation Table

  108. Summary Compensation Table

    | Name (a) | Year (b) | Salary ($) (c) | Stock Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | Total without Change in Pension Value ($) (i) | | Christopher C. Womack Chairman, President and CEO, Southern Company | 2024 | 1,490,577 | 11,725,994 | 3,334,500 | 7,142,735 | 191,367 | 23,885,173 | 16,742,438 | | | 2023 | 1,245,324 | 10,009,683 | 2,802,760 | 9,352,563 | 110,057 | 23,520,387 | 14,167,824 | | | 2022 | 895,212 | 2,677,724 | 1,291,593 | 768,093 | 63,271 | 5,695,893 | 4,927,800 | | Daniel S. Tucker Executive Vice President and CFO, Southern Company | 2024 | 829,267 | 2,451,630 | 1,253,960 | 622,033 | 51,404 | 5,208,294 | 4,586,261 | | | 2023 | 777,767 | 2,256,706 | 1,058,633 | 1,735,519 | 41,257 | 5,869,882 | 4,134,363 | | | 2022 | 711,113 | 2,127,069 | 944,602 | — | 36,596 | 3,819,380 | 3,819,380 | | Stanley W. Connally, Jr. Executive Vice President and COO, Southern Company | 2024 | 812,981 | 2,181,230 | 1,192,369 | 332,668 | 58,242 | 4,577,490 | 4,244,822 | | Kimberly S. Greene Chairman, President and CEO, Georgia Power | 2024 | 936,524 | 2,763,957 | 1,691,558 | 716,640 | 63,885 | 6,172,564 | 5,455,924 | | | 2023 | 890,969 | 2,568,457 | 1,459,677 | 1,076,497 | 57,710 | 6,053,310 | 4,976,813 | | James Y. Kerr Chairman, President and CEO, Southern Company Gas | 2024 | 877,592 | 2,350,552 | 1,195,168 | 390,010 | 56,402 | 4,869,724 | 4,479,714 | | | 2023 | 837,570 | 2,205,244 | 1,120,721 | 595,163 | 57,574 | 4,816,272 | 4,221,109 |

  109. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 This table provides information on short-term and long-term incentive compensation awards made in 2024.

  110. Grants of Plan-Based Awards in 2024

    | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock Awards ($) (i) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | Chris Womack | | 195,000 | 1,950,000 | 3,900,000 | | | | | | | 1/31/2024 | | | | 10,308 | 103,082 | 206,164 | 7,867,217 | | | 1/31/2024 | | | | 1,586 | 15,859 | 35,683 | 1,102,518 | | | 1/31/2024 | | | | | 39,647 | | 2,756,259 | | Dan Tucker | | 71,248 | 712,477 | 1,424,954 | | | | | | | 1/31/2024 | | | | 2,155 | 21,552 | 43,104 | 1,644,851 | | | 1/31/2024 | | | | 332 | 3,316 | 7,461 | 230,528 | | | 1/31/2024 | | | | | 8,289 | | 576,251 | | Stan Connally | | 69,729 | 697,292 | 1,394,584 | | | | | | | 1/31/2024 | | | | 1,918 | 19,175 | 38,350 | 1,463,436 | | | 1/31/2024 | | | | 295 | 2,950 | 6,638 | 205,084 | | | 1/31/2024 | | | | | 7,375 | | 512,710 | | Kim Greene | | 94,500 | 945,005 | 1,890,009 | | | | | | | 1/31/2024 | | | | 2,617 | 26,167 | 52,334 | 1,984,360 | | | 1/31/2024 | | | | | 11,214 | | 779,597 | | Jim Kerr | | 70,720 | 707,200 | 1,414,400 | | | | | | | 1/31/2024 | | | | 2,225 | 22,253 | 44,506 | 1,687,540 | | | 1/31/2024 | | | | | 9,537 | | 663,012 |

  111. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End This table provides information about stock awards (PSUs, PRSUs and RSUs) as of December 31, 2024.

  112. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | Name (a) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (b) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (c) | | Chris Womack | 4,174 | 343,604 | | | 23,901 | 1,967,530 | | | 41,093 | 3,382,776 | | | 98,247 | 8,087,693 | | | 123,280 | 10,148,410 | | Dan Tucker | 2,763 | 227,450 | | | 5,681 | 467,660 | | | 8,591 | 707,211 | | | 25,566 | 2,104,593 | | | 25,775 | 2,121,798 | | Stan Connally | 2,422 | 199,379 | | | 5,103 | 420,079 | | | 7,644 | 629,254 | | | 22,962 | 1,890,232 | | | 22,932 | 1,887,762 | | Kim Greene | 3,350 | 275,772 | | | 7,759 | 638,721 | | | 11,623 | 956,805 | | | 27,157 | 2,235,564 | | | 27,122 | 2,232,683 | | Jim Kerr | 3,080 | 253,546 | | | 6,663 | 548,498 | | | 9,885 | 813,733 | | | 23,317 | 1,919,455 | | | 23,065 | 1,898,711 |

  113. Outstanding Equity Awards at 2024 Fiscal Year-End

    Stock options have not been granted since 2014 and none are outstanding as of December 31, 2024.

  114. Stock Vested in 2024

    Stock Vested in 2024

  115. Stock Vested in 2024

    | | Stock Awards | | | Name (a) | Number of Shares Acquired on Vesting (#) (b) | Value Realized on Vesting ($) (c) | | Chris Womack | 70,644 | 5,558,109 | | Dan Tucker | 47,671 | 3,844,823 | | Stan Connally | 44,476 | 3,554,687 | | Kim Greene | 51,197 | 4,072,945 | | Jim Kerr | 46,829 | 3,727,494 |

  116. Pension Benefits at 2024 Fiscal Year-End

    Pension Benefits at 2024 Fiscal Year-End

  117. Pension Benefits at 2024 Fiscal Year-End

    | Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | Chris Womack | Pension Plan | 36.00 | 2,093,633 | – | | | Supplemental Benefit Plan (Pension-Related) | 36.00 | 15,739,258 | – | | | Supplemental Executive Retirement Plan | 36.00 | 10,357,692 | – | | | Supplemental Retirement Agreement | 8.00 | 6,383,691 | – | | Dan Tucker | Pension Plan | 25.67 | 843,202 | – | | | Supplemental Benefit Plan (Pension-Related) | 25.67 | 3,194,181 | – | | | Supplemental Executive Retirement Plan | 25.67 | 1,653,486 | – | | Stan Connally | Pension Plan | 33.17 | 1,141,536 | – | | | Supplemental Benefit Plan (Pension-Related) | 33.17 | 4,623,582 | – | | | Supplemental Executive Retirement Plan | 33.17 | 1,809,617 | – | | Kim Greene | Pension Plan | 17.17 | 711,932 | – |

  118. Pension Benefits at 2024 Fiscal Year-End

    | Southern Company 2025 Proxy Statement | 69 |

  119. Pension Benefits at 2024 Fiscal Year-End

    | | Supplemental Benefit Plan (Pension-Related) | 17.17 | 3,493,506 | – | | | Supplemental Executive Retirement Plan | 17.17 | 1,624,630 | – | | Jim Kerr | Pension Plan | 9.92 | 445,657 | – | | | Supplemental Benefit Plan (Pension-Related) | 9.92 | 2,099,532 | – | | | Supplemental Executive Retirement Plan | 9.92 | 723,123 | – |

  120. Pension Benefits at 2024 Fiscal Year-End

    The Company provides retirement benefits from various plans to its employees, including the NEOs. The Company maintains different plans to address various legal and tax requirements. 4The Pension Plan is a tax-qualified, funded plan providing amounts payable monthly over a participant’s post-retirement lifetime, subject to statutory limitations. 4Supplemental Plans •The SBP-P provides highly-paid employees any benefits that the Pension Plan cannot pay due to statutory pay or benefit limits. The SBP-P benefits are generally payable in 10 annual installments. •The SERP, closed to new hires and promotions since January 1, 2016, provides highly-paid employees additional benefits that the Pension Plan and SBP-P would pay if the 1.7% offset formula of the Final Average Earnings Formula reflected a portion of annual performance-based pay. The SERP benefits are payable in 10 annual installments. •Supplemental retirement agreements (SRAs) were entered into with certain employees to recognize valuable prior service earned outside of the Company that were hired in the middle of their careers, and provide credit for years of employment prior to employment with the Company or one of its affiliates. The SRA benefits are payable in 10 annual installments. In 2024, all NEOs participated in or had a benefit under the Pension Plan and the SBP-P. All NEOs had Pension Plan benefits under the Final Average Earnings Formula and participated in or had a benefit under the SERP. In 2002, the Company entered into a Supplemental Retirement Agreement (SRA) with Mr. Womack. At the time, it was common practice, especially for utility companies, to provide additional years of service under retirement plans to attract key talent and recognize valuable service earned prior to joining the Company. Under his SRA, the Company recognizes eight years of Mr. Womack’s prior service. Since 2014, the Company has not entered into SRAs or credited any employee with additional years of service. No NEO has been credited with additional years of benefit service other than the SRA entered into with Mr. Womack in 2002. Additional details of these plans are described in the Benefit Plan Summary in Appendix B beginning on page 102. The table above reflects the present value of benefits accrued by each of the NEOs from the applicable plans or agreement. Compensation used for determining pension benefits under the Pension Plan, SBP-P, SERP and SRA generally includes only salary and annual cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the applicable plan or agreement. In some cases, the payments may be reduced for early retirement or by benefits paid by other Southern Company-sponsored retirement plans, statutory payments or Social Security. The figures above reflect an assumption that each NEO continues to live at least until the earliest age at which an unreduced benefit is payable. The discount rate assumption used by the Company in calculating the present value of accumulated benefits was 5.77% for the Pension Plan and 5.55% for the SBP-P, the SERP and Mr. Womack’s SRA.

  121. Nonqualified Deferred Compensation as of 2024 Fiscal Year-End

    Nonqualified Deferred Compensation as of 2024 Fiscal Year-End

  122. Nonqualified Deferred Compensation as of 2024 Fiscal Year-End

    | | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Chris Womack | — | 58,424 | 1,135,910 | — | 6,996,186 | | Dan Tucker | 94,475 | 24,698 | 147,911 | — | 978,832 | | Stan Connally | — | 23,867 | 215,389 | — | 1,639,085 | | Kim Greene | — | 30,168 | 88,489 | — | 530,166 | | Jim Kerr | 280,180 | 27,162 | 155,469 | — | 1,587,127 |

  123. Nonqualified Deferred Compensation as of 2024 Fiscal Year-End

    The Company provides: 4The DCP which allows participants to defer part of their salary and PPP as well as applicable taxes on a voluntary basis and 4The SBP which makes participants whole when the Company matching contribution under the ESP is restricted by statutory limitations.

  124. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section describes and estimates payments that could be made to the NEOs serving as of December 31, 2024 under different termination and change-in-control events. The estimated payments would be made under the terms of Southern Company’s compensation and benefit program or the change-in-control severance program. All of the NEOs are participants in the Severance Plan and the Benefits Protection Plan. As previously disclosed, the Company restated its change-in-control related compensation plans, including the Severance Plan and Benefits Protection Plan, effective August 15, 2022. To the extent not disclosed herein, refer to the Company’s 2022 proxy statement for a summary of the terms of such plans prior to the restatements. The amount of potential payments is calculated as if the triggering events occurred as of December 31, 2024 and assumes that the price of common stock is the closing market price on December 31, 2024.

  125. Potential Payments Upon Termination or Change in Control

    | Southern Company 2025 Proxy Statement | 71 |

  126. Potential Payments

    Potential Payments This section describes and estimates payments that would become payable to the NEOs upon a termination or change in control as of December 31, 2024.

  127. Pension Benefits

    Pension Benefits There are no enhancements to the benefits accrued by NEOs under the Pension Plan, the SBP-P, the SERP or the SRA upon the occurrence of the Traditional Termination or the Change-in-Control-Related Events. The SBP-P, SERP and SRA benefits accrued through the date of a Company CIC or Subsidiary CIC that would otherwise be payable as 10 annual installments convert to a single lump sum payment. The amounts shown below reflect the value of the lump sum acceleration of these annual installments under the SBP-P, the SERP and the SRA for the NEOs, upon a change in control effective as of December 31, 2024. If an NEO designates a non-spouse beneficiary, then the amount payable is 50% of the amount shown.

  128. Pension Benefits

    | Southern Company 2025 Proxy Statement | 73 |

  129. Pension Benefits

    The amounts in this chart differ from the pension values shown in the Summary Compensation Table and the Pension Benefits table. Those tables show the present values of all the benefit amounts anticipated to be paid over the lifetimes of the NEOs and their beneficiaries. Those plans are described in the notes following the Pension Benefits.

  130. Pension Benefits

    | | | Amounts below are Lump Sum Acceleration (No additional benefits) | | | Plan | Change in Control ($) | | Chris Womack | SBP-P | 14,890,447 | | | SERP | 10,046,622 | | | SRA | 6,094,425 | | Dan Tucker | SBP-P | 4,157,106 | | | SERP | 2,151,950 | | Stan Connally | SBP-P | 5,957,360 | | | SERP | 2,400,222 | | Kim Greene | SBP-P | 4,224,937 | | | SERP | 1,975,395 | | Jim Kerr | SBP-P | 2,088,644 | | | SERP | 723,715 |

  131. Pension Benefits

    The pension benefit amounts in the tables above were calculated as of December 31, 2024 assuming payments would begin as soon as possible under the terms of the plans. Accordingly, appropriate early retirement reductions were applied. Any unpaid annual performance-based compensation was assumed to be paid at 155% of the target level. Pension Plan benefits were calculated assuming each NEO chose a single life annuity form of payment, because that results in the greatest monthly benefit. The single sum values were based on a 4.47% discount rate for the Final Average Earnings Formula for accruals for 2024 and beyond, and the SBP-P calculations are based on ten annual installments.

  132. Pay Ratio Disclosure

    Pay Ratio Disclosure For 2024, we have calculated the CEO pay ratio to be 154 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records as of December 31, 2024 and the methodology described below. 4The change in pension value as shown in the Summary Compensation Table is not due to any changes or modifications to the existing program or plan formula. 4Traditional pension plans are extremely sensitive to interest rate changes and changes to macroeconomic factors such as interest rates are outside of the Company’s control. We determined our median employee based on an analysis of all employees as of December 31, 2022. We used total cash compensation as reported in Form W-2 for 2022 as our consistently applied compensation measure. We then applied a statistical sampling approach to identify employees who we expected were paid within a +/- 0.1% range above and below our estimated median total cash compensation value. From this group, we selected an employee who was reasonably representative of our median employee based on average employee tenure and age. We did not exclude any employees across the Southern Company system in identifying the median employee nor did we annualize compensation for any of our employees. As permitted under SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once every three years, provided that there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in significant change to the 2024 pay ratio. In accordance with SEC rules, we determined that there were no changes to the employee population or compensation arrangements in 2024 that would be significant to the pay ratio calculation, so we have continued to retain the median identified for the 2022 pay ratio. After identifying the median employee, we calculated the median employee’s annual total compensation. 4The annual total compensation of the median employee, calculated in accordance with the Summary Compensation Table requirements and including amounts paid under nondiscriminatory health and welfare benefit plans, was $155,611. The median employee is a Plant Operator for one of our state-regulated electric utilities. 4The CEO’s annual total compensation was $23,903,473. This amount includes the total compensation amount included in the Summary Compensation Table and approximately $18,300 in nondiscriminatory health and welfare benefits. As of December 31, 2024, the Southern Company system had over 28,600 employees across 34 states. We have an average tenure of approximately 14 years and a turnover rate of approximately 7.2%. Compensation for the majority of our employees includes variable compensation under programs similar to the annual incentive plan described in the CD&A. Notwithstanding collective bargaining agreements that make certain employees ineligible for the annual incentive program, more than 93% of the total employees are eligible for some type of annual incentive program (including commissions and sales incentive plans). In addition, most employees are eligible to participate in the defined contribution and pension plans described in Appendix B - Benefit Plan Summary at page 102 The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  133. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (Item 402(v)) and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For a discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, see the Compensation Discussion and Analysis beginning on page 41. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officers (CEOs or PEOs) and our non-CEO NEOs (collectively, the Other NEOs) as presented in the Summary Compensation Table on page 64, (ii) the compensation actually paid (CAP) to our CEOs and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures and (iv) the relationship of CAP to those financial performance measures.

  134. Pay Versus Performance Disclosure

    | 76 | Southern Company 2025 Proxy Statement |

  135. Pay Versus Performance Disclosure

    | | PEO Pay | | | | Non-PEO Pay | | Value of Initial Fixed $100 Investment Based On | | | Percentile | | Fiscal Year (a) | Summary Compensation Table Total for CEO ($) (b) | | Compensation Actually Paid to CEO ($) (c) | | Average Summary Compensation Table Total for non-CEO NEOs ($) (d) | Average Compensation Actually Paid to non-CEO NEOs ($) (e) | Southern Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g) | Net Income ($ millions) (h) | Company Selected Measure One-Year Relative TSR (percentile) (i) | | | Womack | Fanning | Womack | Fanning | | | | | | | | 2024 | 23,885,173 | — | 28,200,592 | — | 5,207,018 | 7,724,411 | 157.57 | 122.12 | 4,401 | 68th | | 2023 | 23,521,052 | 33,469,800 | 18,378,941 | 40,567,478 | 5,555,346 | 6,433,480 | 129.49 | 101.02 | 3,976 | 86th | | 2022 | | 24,006,670 | | 42,131,615 | 5,668,554 | 6,722,302 | 126.71 | 111.24 | 3,524 | 77th | | 2021 | | 21,243,559 | | 35,516,807 | 5,210,958 | 7,015,374 | 117.07 | 113.92 | 2,393 | 45th | | 2020 | | 22,366,850 | | 23,821,625 | 7,160,434 | 6,386,601 | 100.63 | 99.38 | 3,119 | 70th |

  136. Column (c and e)

    | 2024 Fiscal Year | Summary Compensation Total ($) | Minus: SCT “Stock Awards” ($) | Minus: SCT “Change in Pension Value and Nonqualified Deferred Compensation” ($) | Add: Stock Award Fair Value ($) | Add: Pension Service Costs ($) | Compensation Actually Paid ($) | | PEO | 23,885,173 | 11,725,994 | 7,142,735 | 22,427,771 | 756,377 | 28,200,592 | | Average Non-PEO NEOs | 5,207,018 | 2,436,842 | 515,338 | 5,096,980 | 372,593 | 7,724,411 |

  137. Compensation Actually Paid v. Southern TSR & Peer Group TSR

    Compensation Actually Paid v. Southern TSR & Peer Group TSR

  138. Compensation Actually Paid v. Southern TSR & Peer Group TSR

    | 78 | Southern Company 2025 Proxy Statement |

  139. Compensation Actually Paid v. Southern TSR & Peer Group TSR

    | Compensation Actually Paid vs. Net Income | Compensation Actually Paid vs. 1-Yr rTSR* |

  140. Compensation Actually Paid v. Southern TSR & Peer Group TSR

    * As noted above, our 2024 LTI program utilized and applied significant weighting to our 3-year relative TSR metric, rather than the 1-year relative TSR metric shown. For more information, see page 54.