DEF 14A of Southern Co, Apr 12, 2024

DEF 14A of Southern Co

Filed Apr 12, 2024 · FY20230001308179-24-000515

Open on EDGAR

  1. Sustainability and Transparency

    | | Janaki Akella, 63 Independent Former Digital Transformation Leader, Google LLC Director Since: January 2019 | | Dale E. Klein, 76 Independent Professor, University of Texas at Austin Director Since: July 2010 | | | Henry A. Clark III, 74 Independent Senior Advisor, Evercore Inc. (retired) Director Since: October 2009 | | David E. Meador, 67 Independent Vice Chairman and Chief Administrative Officer, DTE Energy (retired) Director Since: April 2023 | | | Shantella E. Cooper, 56 Independent Founder and Chief Executive Officer, Journey Forward Strategies, LLC Director Since: October 2023 | | William G. Smith, Jr., 70 Independent Chairman, President and Chief Executive Officer, Capital City Bank Group, Inc. Director Since: February 2006 | | | Anthony F. Earley Jr., 74 Independent Chairman, President and Chief Executive Officer, PG&E Corporation (retired) Director Since: January 2019 | | Kristine L. Svinicki, 57 Independent Adjunct Professor, University of Michigan Director Since: October 2021 | | | David J. Grain, 61 Lead Independent Director Chief Executive Officer and Managing Director, Grain Management, LLC Director Since: December 2012 | | Lizanne Thomas, 66 Independent Partner, Jones Day (retired) Director Since: April 2023 | | | Donald M. James, 75 Independent Chairman and Chief Executive Officer, Vulcan Materials Company (retired) Director Since: December 1999 | | Christopher C. Womack, 66 Chairman, President and Chief Executive Officer, Southern Company Director Since: March 2023 | | | John D. Johns, 72 Independent Senior Advisor, Blackstone Inc. and former Chairman and Chief Executive Officer, Protective Life Corporation Director Since: February 2015 | | |

  2. Director Nominee Diversity

    Director Nominee Diversity

  3. 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 range and depth of expertise and experience to effectively oversee the Company’s operations, risks and long-term strategy.

  4. 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 | | | |

  5. 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 | 0 | 2 | 0 | 2 | 0 | 2 | 0 | 0 | 1 | 1 | 1 | 1 | | Tenure (Completed Whole Years) | | 5 | 14 | 0 | 5 | 11 | 24 | 9 | 13 | 1 | 18 | 2 | 1 | 1 | | Age | | 63 | 74 | 56 | 74 | 61 | 75 | 72 | 76 | 67 | 70 | 57 | 66 | 66 | | Gender (Male/Female) | | F | M | F | M | M | M | M | M | M | M | F | F | M | | Race or Ethnicity | | | | | | | | | | | | | | | | American Indian/Alaska Native | | | | | | | | | | ✓ | | | | | | Asian | | ✓ | | | | | | | | | | | | | | Black / African American | | | | ✓ | | ✓ | | | | | | | | ✓ | | White / Caucasian | | | ✓ | | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | |

  6. Board Diversity, Board Refreshment and Board Succession Planning

    Board Diversity, Board Refreshment and Board Succession Planning Our commitment to diversity, equity and inclusion begins with the Board. The Board believes a diverse variety of viewpoints contribute to a more effective decision-making process and helps drive long-term value. While our Corporate Governance Guidelines do not prescribe diversity standards, the Guidelines provide that the Board as a whole should be diverse. The Guidelines also include language confirming the Board’s commitment to actively seeking women and minority candidates to include in the pool from which Board nominees are chosen. The Nominating, Governance and Corporate Responsibility Committee assesses the effectiveness of its efforts at pursuing diversity through its regular evaluations of the Board’s 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.

  7. Board Diversity, Board Refreshment and Board Succession Planning

    | ► | The Nominating, Governance and Corporate Responsibility Committee regularly evaluates the expertise and needs of the Board to determine the Board’s membership and size. | | ► | As part of this evaluation, the Nominating, Governance and Corporate Responsibility Committee considers aspects of diversity, such as diversity of race, gender and ethnicity. | | ► | The Nominating, Governance and Corporate Responsibility Committee also considers diversity of age, education, industry, business background and experience in the selection of candidates to serve on the Board. |

  8. Board Diversity, Board Refreshment and Board Succession Planning

    | Board additions over last three years | | | | Shantella E. Cooper Founder and Chief Executive Officer, Journey Forward Strategies, LLC | | | David E. Meador Vice Chairman and Chief Administrative Officer, DTE Energy (retired) | | | Kristine L. Svinicki Adjunct Professor, University of Michigan and former Commissioner and Chairman, U.S Nuclear Regulatory Commission | | | Lizanne Thomas Partner, Jones Day (retired) | | | Christopher C. Womack Chairman, President and CEO, Southern Company | | Skills brought by new directors | |

  9. Board Diversity, Board Refreshment and Board Succession Planning

    Over the last three years, we have added five new Directors to the Board. Over the same period of time we have had three directors retire from the Board, and two additional Directors are retiring from the Board at the end of their term at the annual meeting.

  10. Board Diversity, Board Refreshment and Board Succession Planning

    | 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. | |

  11. Meetings and Attendance

    Meetings and Attendance The Board met eight times in 2023. All of our Directors attended at least 75% of applicable Board and committee meetings in 2023 other than Ms. Honorable who retired from the Board in October 2023. Our Directors are engaged, as demonstrated by the average Director attendance at all applicable Board and committee meetings in 2023 of 98%. All Director nominees are expected to participate in the annual meeting of stockholders. All nominees for Director at the 2023 annual meeting attended the meeting.

  12. Board Nomination Process

    Board Nomination Process

  13. 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 decided to reduce its size to 13 members effective as of the annual meeting. 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. Ms. Cooper was recommended by the Nominating, Governance and Corporate Responsibility Committee for election as an independent Director and was elected to the Board effective October 16, 2023. Ms. Cooper was identified as a candidate by the Board of Directors.

  14. Identifying Nominees for Election to the Board

    | 1 | Board Succession Planning ►Evaluate qualifications and skills of Board ►Identify skills and experience to enhance effectiveness | | | | 2 | Identification of Candidates by Nomination, Governance and Corporate Responsibility Committee | | | | | ►Evergreen process | ►Identify qualified candidates based on talent framework | ►Assistance from independent search firm | | | ►Consider 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 ✓Consider aspects of diversity, such the Board’s diversity of race, gender and ethnicity | | ✓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: ►Chairman and CEO ►Lead Independent Director ►Members of Nominating, Governance and Corporate Responsibility Committee 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. | | |

  15. Identifying Nominees for Election to the Board

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

  16. Biographical Information about our Nominees for Director

    Biographical Information about our Nominees for Director

  17. Biographical Information about our Nominees for Director

    | | | | | Janaki Akella INDEPENDENT Former Digital Transformation Leader, Google LLC Age: 63 Director since: January 2019 Board committees: Business Security and Resiliency; Compensation and Talent Development Other public company directorships: SLM Corporation |

  18. Biographical Information about our Nominees for Director

    | Director Highlights Dr. Akella’s qualifications include electrical engineering experience and knowledge, global business technology, data and analytics expertise and cybersecurity matters knowledge. Her understanding and involvement with technology market disruptions is particularly valuable to the Board as the Southern Company system continues to develop innovative business strategies. | ► Dr. Akella served as the Digital Transformation Leader of Google LLC, a multinational technology company specializing in internet-related products, from 2017 until March 2023. At Google, Dr. Akella addressed challenges and complex technical issues arising from new technologies and new business models. ► Prior to joining Google, Dr. Akella held a number of leadership positions during a 17-year career at McKinsey & Company, where she most recently served as principal. She led and contributed to over 100 consulting engagements in North America, Europe, Asia and Latin America with multiple project teams and client executives. She began her career with Hewlett-Packard as a member of the system technology technical staff, engineer scientist and technical contributor. ► She currently serves on the Board of Directors for SLM Corporation, commonly known as Sallie Mae, and averQ, Inc., a private company that provides risk management platforms to regulated financial services companies. ► She previously served on the Boards of the Guindy College of Engineering North American Alumni and the Churchill Club. |

  19. Biographical Information about our Nominees for Director

    | | | | | Henry A. “Hal” Clark III INDEPENDENT Senior Advisor of Evercore Inc. (retired) Age: 74 Director since: October 2009 Board committees: Audit Other public company directorships: None |

  20. Biographical Information about our Nominees for Director

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

  21. Biographical Information about our Nominees for Director

    | | | | | Shantella E. Cooper INDEPENDENT Founder and Chief Executive Officer of Journey Forward Strategies, LLC Age: 56 Director since: October 2023 Board committees: Business Security and Resiliency; Nominating, Governance and Corporate Responsibility Other public company directorships: Intercontinental Exchange and SouthState Corporation |

  22. Biographical Information about our Nominees for Director

    | 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 strategy will be of value to the Board. | ► Ms. 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 to McKinsey & Company and was previously an external executive coach to McKinsey & Company. ► Ms. Cooper is the former Executive Director for the Atlanta Committee for Progress, founded in 2003 to serve as the Mayor of Atlanta’s external advisory board focused on economic growth and inclusion. She has also held leadership positions at WestRock and Lockheed Martin. ► Ms. Cooper currently serves on the Board of Directors for Intercontinental Exchange, Inc. and SouthState Corporation and previously served on the Board of Directors for Veritiv Corporation. In addition, she 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. She was awarded the Atlanta Business Chronicle’s 2021 Women of Influence Lifetime Achievement Award; named Georgia Trend Magazine’s 2015 Most Respected Business Leader; one of Black Enterprise Magazine’s Most Powerful Executives in Corporate American in 2017; and as one of Georgia Trend Magazine’s 100 Most Influential Georgians seven times. She was inducted as a 2024 laureate into the Junior Achievement Atlanta Business Hall of Fame. |

  23. Biographical Information about our Nominees for Director

    | | | | | Anthony F. “Tony” Earley, Jr. INDEPENDENT Chairman, President and Chief Executive Officer, PG&E Corporation (retired) Age: 74 Director since: January 2019 Board committees: Nominating, Governance and Corporate Responsibility (Chair); Operations, Environmental and Safety Other public company directorships: None |

  24. Biographical Information about our Nominees for Director

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

  25. Biographical Information about our Nominees for Director

    | | | | | David J. Grain LEAD INDEPENDENT DIRECTOR Chief Executive Officer and Managing Director, Grain Management, LLC (Grain Management) Age: 61 Director since: December 2012 Board committees: Nominating, Governance and Corporate Responsibility Other public company directorships: Dell Technologies and New Fortress Energy Inc. |

  26. Biographical Information about our Nominees for Director

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

  27. Biographical Information about our Nominees for Director

    | | | | | Donald M. James INDEPENDENT Chairman of the Board and Chief Executive Officer of Vulcan Materials Company (retired) Age: 75 Director since: December 1999 Board committees: Audit; Compensation and Talent Development; Finance Other public company directorships: None |

  28. Biographical Information about our Nominees for Director

    | Director Highlights Mr. James’ qualifications include public company CEO experience, a legal background as a former public company general counsel and an understanding of corporate governance, risk management, major capital projects and environmental matters. Mr. James brings important perspectives on management, operations and strategy from his experience as the former chief executive officer of a public company. | ► Mr. James joined Vulcan Materials Company, a producer of aggregate and aggregate-based construction materials, in 1992 as Senior Vice President and General Counsel. He next became President of the Southern Division, followed by Senior Vice President of the Construction Materials Group, and then President and Chief Operating Officer. In 1997, he was elected Chairman and Chief Executive Officer. Mr. James retired from his position as Chief Executive Officer of Vulcan Materials Company in July 2014 and Executive Chairman in January 2015. He retired in December 2015 as Chairman of the Board of Directors of Vulcan Materials Company. ► Prior to joining Vulcan Materials Company, Mr. James was a partner at the law firm of Bradley, Arant, Rose & White for 10 years. ► Mr. James serves as Chairman of New Frontier Materials, an entity owned by private equity. ► Mr. James is a former director of Vulcan Materials Company, Wells Fargo & Company, Protective Life Corporation, SouthTrust Corporation and Wachovia Corporation. ► Mr. James is a Trustee of Children’s of Alabama, where he serves on the Executive Committee and the Compensation Committee. |

  29. Biographical Information about our Nominees for Director

    | | | | | John D. Johns INDEPENDENT Senior Advisor at Blackstone Inc. (Blackstone) and former Chairman and Chief Executive Officer of Protective Life Corporation (Protective Life) Age: 72 Director since: February 2015 Board committees: Compensation and Talent Development (Chair); Finance Other public company directorships: Genuine Parts Company and Regions Financial Corporation |

  30. Biographical Information about our Nominees for Director

    | Director Highlights Mr. Johns’ qualifications include public company CEO experience, financial expertise, capital allocation experience and risk management experience in a highly-regulated industry. His legal background as the former general counsel of a large energy public holding company that included natural gas operations and his prior service for over a decade on the Board of Directors of Alabama Power are also of significant value to the Board. | ► Mr. Johns has served as a Senior Advisor at Blackstone, an investment firm, since April 2022. ► He retired in 2020 as Chairman, DLI North America Inc., the oversight company for Protective Life, a provider of financial services through insurance and investment products. ► He served as Chairman and Chief Executive Officer of Protective Life from 2002 to 2017 and President from 2002 to January 2016. He joined Protective Life in 1993 as Executive Vice President and Chief Financial Officer. ► Before his tenure at Protective Life, Mr. Johns served as general counsel of Sonat, Inc., a diversified energy company. ► Prior to joining Sonat, Inc., Mr. Johns was a founding partner of the law firm Maynard, Cooper & Gale, P.C. ► He previously served on the Board of Directors of Alabama Power from 2004 to 2015. During his tenure on the Alabama Power Board, he was a member of the Nominating and Executive Committees. ► Mr. Johns is a member of the Boards of Directors of Regions Financial Corporation, where he is chair of the Risk Committee and is a member of the Technology Committee and the Executive Committee, and Genuine Parts Company, where he serves as Lead Independent Director and is a member of the Compensation and Human Capital Committee and the Executive Committee. He is a former director of Protective Life Corporation. ► Mr. Johns has served on the Executive Committee of the Financial Services Roundtable in Washington, D.C. and is a past chairman of the American Council of Life Insurers. ► Mr. Johns has served as the Chairman of the Business Council of Alabama, the Birmingham Business Alliance, the Greater Alabama Council, Boy Scouts of America and Innovation Depot, Alabama’s leading business and technology incubator. |

  31. Biographical Information about our Nominees for Director

    | | | | | Dale E. Klein INDEPENDENT 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: 76 Director since: July 2010 Board committees: Business Security and Resiliency; Compensation and Talent Development; Operations, Environmental and Safety (Chair) Other public company directorships: None |

  32. Biographical Information about our Nominees for Director

    | Director Highlights Dr. Klein’s qualifications include expertise in nuclear energy research, regulation, safety and technology, as well as experience in environmental matters and governmental affairs. His senior leadership skills demonstrated as the Chairman of the U.S. Nuclear Regulatory Commission are also important to the Board. | ► Dr. Klein was Commissioner from 2006 to 2010 and Chairman from 2006 through 2009 of the U.S. Nuclear Regulatory Commission, the federal agency responsible for regulation of nuclear reactor materials and safety. He also served as Assistant to the Secretary of Defense for Nuclear, Chemical and Biological Defense Programs from 2001 through 2006. ► Dr. Klein has more than 45 years of experience in the nuclear energy industry. ► Dr. Klein began his career at the University of Texas in 1977 as a professor of mechanical engineering, which included a focus on the university’s nuclear program. He spent 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. ► He 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 May 2023. Dr. Klein serves on the private company boards of AVANTech and Los Alamos Technical Associates. |

  33. Biographical Information about our Nominees for Director

    | | | | | David E. Meador INDEPENDENT Vice Chairman and Chief Administrative Officer of DTE Energy (retired) Age: 67 Director since: April 2023 Board committees: Audit; Operations, Environmental and Safety Other public company directorships: None |

  34. Biographical Information about our Nominees for Director

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

  35. Biographical Information about our Nominees for Director

    | | | | | William G. Smith, Jr. INDEPENDENT Chairman of the Board, President and Chief Executive Officer of Capital City Bank Group, Inc. Age: 70 Director since: February 2006 Board committees: Audit (Chair) Other public company directorships: Capital City Bank Group, Inc. |

  36. Biographical Information about our Nominees for Director

    | Director Highlights Mr. Smith’s qualifications include public company CEO experience, finance and capital allocation expertise, risk management expertise and audit and financial reporting experience. Mr. Smith contributes valuable perspectives on management, operations and regulatory compliance from his experience as the chief executive officer of a public company in a highly-regulated industry. | ► Mr. Smith began his career at Capital City Bank, a publicly-traded financial holding company providing a full range of banking services, in 1978, where he worked in a number of positions of increasing responsibility before being elected President and Chief Executive Officer of Capital City Bank Group, Inc. in January 1989. He was elected Chairman of the Board of the Capital City Bank Group, Inc. in 2003. He is also the Chairman and Chief Executive Officer of Capital City Bank. ► He previously served on the Board of Directors of the Federal Reserve Bank of Atlanta and First National Bankers Bank. ► Mr. Smith is the former Federal Advisory Council Representative for the Sixth District of the Federal Reserve System and past Chair of Tallahassee Memorial and the Tallahassee Area Chamber of Commerce. ► Mr. Smith served as the Company’s Lead Independent Director from 2012 to 2014. |

  37. Biographical Information about our Nominees for Director

    | | | | | Kristine L. Svinicki INDEPENDENT Adjunct Professor, University of Michigan and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission Age: 57 Director since: October 2021 Board committees: Business Security and Resiliency; Operations, Environmental and Safety Other public company directorships: Pinnacle West Capital Corporation and Arizona Public Service Company |

  38. Biographical Information about our Nominees for Director

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

  39. Biographical Information about our Nominees for Director

    | | | | | Lizanne Thomas INDEPENDENT Partner, Jones Day (retired) Age: 66 Director since: April 2023 Board committees: Audit; Finance; Nominating, Governance and Corporate Responsibility Other public company directorships: American Software, Inc. |

  40. Biographical Information about our Nominees for Director

    | Director Highlights Ms. Thomas’ qualifications include mergers and public and private acquisitions expertise as well as corporate governance and shareholder activism experience. Her legal background and extensive governance work with publicly traded companies across a wide spectrum of industries are all of value to the Board. | ► Ms. Thomas 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. ► She currently serves on the Board of 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. ► Ms. 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 Washington & Lee University, Furman University and the Woodruff Arts Center. |

  41. Biographical Information about our Nominees for Director

    | | | | | Christopher C. Womack Chairman of the Board, President and Chief Executive Officer of Southern Company Age: 66 Director since: March 2023 Board committees: None Other public company directorships: Invesco Ltd. |

  42. Biographical Information about our Nominees for Director

    | 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. | ► Mr. 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. ► Prior to joining Southern Company, Mr. Womack worked on Capitol Hill for the U.S. House of Representatives in Washington D.C. He served as a legislative aide for former Congressman Leon E. Panetta and as staff director for the Subcommittee on Personnel and Police for the Committee on House Administration. ► Mr. Womack is a Director of Invesco Ltd., where he serves on the Audit Committee, the Nomination and Corporate Governance Committee and the Compensation Committee. Mr. Womack previously served on the Board of Directors of Essential Utilities, Inc., where he served on the Corporate Governance Committee and the Risk Mitigation and Investment Policy Committee. ► Mr. Womack also serves on the Board of Georgia Ports Authority. He is past chair of the Board of the East Lake Foundation and is on the national Board of The First Tee. Mr. Womack previously chaired the Atlanta Convention and Visitors Bureau Board and the Atlanta Sports Council. |

  43. Independent Director Nominees

    Independent Director Nominees

  44. Independent Director Nominees

    | ► Janaki Akella | ► Anthony F. Earley, Jr. | ► John D. Johns | ► William G. Smith, Jr. | | ► Henry A. Clark III | ► David J. Grain | ► Dale E. Klein | ► Kristine L. Svinicki | | ► Shantella E. Cooper | ► Donald M. James | ► David E. Meador | ► Lizanne Thomas |

  45. Director Compensation

    Director Compensation Only non-employee Directors of the Company are compensated for service on the Board. For 2023, the pay components for non-employee Directors were:

  46. Director Compensation

    | Annual cash retainers | | | Cash retainer | $110,000 | | Additional cash retainer if serving as the Lead Independent Director of the Board | $30,000 | | Additional cash retainer if serving as a chair of a standing committee of the Board | $20,000 | | Annual equity grant | | | In deferred common stock units until Board membership ends | $160,000 | | 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 | — |

  47. Director Compensation

    In October 2023, the Nominating, Governance and Corporate Responsibility Committee engaged Pay Governance to provide an independent assessment of the current non-employee director compensation program to ensure continued alignment with comparable companies and sound governance practices. The Nominating, Governance and Corporate Responsibility Committee last obtained a market assessment of the program in October 2019. Pay Governance reported that the Company’s current program provides total direct compensation (cash retainer and equity grant) below the 25th percentile of utility peers and below the 75th percentile of a broad group of general industry companies. Based on this assessment, the Nominating, Governance and Corporate Responsibility Committee recommended, and the full Board approved, the following changes to the program effective January 1, 2024:

  48. Director Compensation

    | ► | $10,000 increase to the annual cash retainer, | | ► | $5,000 increase to the additional annual cash retainer for the Lead Independent Director of the Board, | | ► | $5,000 increase to additional annual cash retainer for the Audit Committee chair and | | ► | $10,000 increase to the annual equity grant. |

  49. Director Compensation Table

    Director Compensation Table The following table reports compensation to the non-employee Directors during 2023.

  50. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Janaki Akella | 110,000 | 160,000 | — | 270,000 | | Henry A. Clark III | 110,000 | 160,000 | — | 270,000 | | Shantella E. Cooper | — | — | 125,370 | 125,370 | | Anthony F. Earley, Jr. | 130,000 | 160,000 | — | 290,000 | | David J. Grain | 140,000 | 160,000 | — | 300,000 | | Colette D. Honorable(4) | 82,500 | 120,000 | — | 202,500 | | Donald M. James | 110,000 | 160,000 | — | 270,000 | | John D. Johns | 130,000 | 160,000 | — | 290,000 | | Dale E. Klein | 130,000 | 160,000 | — | 290,000 | | David E. Meador(5) | 82,500 | 120,000 | — | 202,500 | | Ernest J. Moniz | 130,000 | 160,000 | — | 290,000 | | William G. Smith, Jr. | 130,000 | 160,000 | — | 290,000 | | Kristine L. Svinicki | 110,000 | 160,000 | — | 270,000 | | Lizanne Thomas(5) | 82,500 | 120,000 | — | 202,500 | | E. Jenner Wood III | 130,000 | 160,000 | — | 290,000 |

  51. 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) No non-employee Director of the Company received perquisites in an amount above the reporting threshold. Ms. Cooper was elected to the Board October 16, 2023 and received compensation for her 2023 service in January 2024. From January 1 to October 16, 2023, Ms. Cooper served as a member of the board of directors of Georgia Power and received $125,370 for her service. | | (4) Ms. Honorable resigned from the Board effective August 1, 2023. | | (5) Mr. Meador and Ms. Thomas joined the Board effective April 1, 2023. |

  52. Executive Compensation Best Practices

    | What We Do | | What We Don’t Do | | ✓Compensation Committee focuses on aligning actual payouts with performance and stockholder interests ✓100% of short- and long-term incentive awards are performance based ✓Independent compensation consultant retained by the Compensation Committee ✓Policy against hedging and pledging of stock by Directors and executive officers ✓Executive officers receive limited ongoing 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 pay 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 ✓Over 89% of CEO target pay is at risk based on achievement of performance goals ✓Engagement in year-round stockholder outreach efforts ✓Dividends on stock awards received only if underlying award is earned ✓Annual compensation audit conducted to help ensure pay equity | ✕ No tax gross ups for executive officers (except on certain relocation-related expenses) ✕ No employment agreements with our executive officers ✕ No stock option repricing ✕ No excise tax gross-ups on change-in control severance arrangement ✕ No additional service granted under supplemental retirement plans since 2014 |

  53. 2023 CEO Pay Decisions Demonstrate Strong Alignment with Performance and Stockholder Interests

    | ► | From 2021 through 2023, we have consistently performed in the top quartile of our TSR peer group for each 3-year performance period and significantly above the median TSR for the peer group. | | ► | We have continued to deliver strong adjusted EPS growth through 2023. |

  54. Southern Company’s annualized TSR consistently has been in the Top Quartile and significantly higher than the average TSR for its relative Peer Group*

    Southern Company’s annualized TSR consistently has been in the Top Quartile and significantly higher than the average TSR for its relative Peer Group*

  55. Southern Company’s annualized TSR consistently has been in the Top Quartile and significantly higher than the average TSR for its relative Peer Group*

    | * Industry peers selected by the Committee for determining TSR performance are generally consistent over the last five years, with minor adjustments for mergers or other business combinations and refinements, based on recommendations from our independent compensation consultant, to better match the Company’s profile (see page 72), and are disclosed in the applicable proxy statement for the year the grant was made. |

  56. Overview of Key Compensation Components

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

  57. Annual Incentive Compensation (At Risk)

    Annual Incentive Compensation (At Risk) 2023 Annual Performance Pay Program (PPP) The formula for computing PPP payouts is as follows:

  58. Annual Incentive Compensation (At Risk)

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

  59. 2023 PPP Goal Weighting

    | Belief: The Committee believes that operational goal targets should be set at challenging levels to achieve and drive long-term growth and success | | The Committee establishes operational goals that are primarily based on industry benchmarks, with the objective of delivering top quartile results 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 expected Company performance. |

  60. Environmental, Reliability and Sustainability Goals

    | Goal | Target | Weight | Performance | Goal Payout | | Plant Vogtle Units 3 and 4 – Building the first new nuclear units in the United States in more than three decades | Continuous focus on completing Units 3 & 4 | 10% | ►Achieved Unit 3 commercial operations ►Completed Unit 4 hot functional testing ►Completed Unit 4 fuel load ►Georgia PSC approved stipulated agreement for project costs | 175% | | Generation Reliability – Achieve top quartile for Annual Equivalent Forced Outage Rate (EFOR) goal | EFOR of 7.74% | 10% | Achieved industry leading results by maintaining a low annual EFOR of 2.10% | 200% | | Net Zero Availability – Measures the Company’s capacity to generate energy from carbon-free resources (nuclear, solar, wind and hydro) | Nuclear: 92.3% Solar & Wind: >95% Hydro: 81% | | Exceeded target for solar and wind assets, while nuclear capacity factor was below target | 131% | | Gas Infrastructure – Our pipeline replacement program and our focus on responding to leaks and preventing damages mitigates the release of methane to the atmosphere and improves community safety | Replace 152 pipeline miles | | Exceeded target on pipeline replacement program and leak response, while results were below target for damage prevention | 136% |

  61. Sustainable 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% | Exceeded safety and health management system goal and continued to minimize occurrence of serious injuries | 189% | | Culture – Improve representation of full availability workforce with a focus on areas of underrepresented talent, including minorities and women, in leadership and across the organization; performance on Fair360 rankings and additional external benchmarks; and spending targets with diverse suppliers | Fair360: Achieve top quartile ranking Supplier Inclusion: 25.6% | 20% | Recognized as one of the top 50 companies in the nation on the Fair360 survey and exceeded target for supplier inclusion | 172% |

  62. Customer Satisfaction and Reliability 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% | Exceeded customer satisfaction goal; achieved top quartile rank in customer satisfaction for most customer segments | 152% | | Power Delivery – Continuous focus on customer reliability and the frequency and duration of outages | Distribution duration: 115.7 Distribution freq.: 1.092 Transmission duration: 6.4 Transmission freq.: 0.097 | 10% | Exceeded targets for transmission and distribution reliability | 178% | | Gas Operations – Improve pipeline safety and reliability by reducing damages from excavations and leak response time | Damage Ratio: < 2.23 Leak Response: 2.1% | | Exceeded target for leak response time, while results were below target for damage prevention | 150% | | | | Weight | | Goal Payout | | Total Operational Goal Achievement | | 100% | | 169% |

  63. CEO and Retired Chair Performance Assessment

    | Name | Target 2023 PPP Opportunity (% of salary) | Target 2023 PPP Opportunity ($) | EPS Payout (%) | Net Income Payout (%)(1) | Operational Payout (%)(1) | Individual Payout (%) | Total Payout (%) | 2023 PPP Payout ($) | | Chris Womack(2) | 100% / 130% | 1,719,265 | 146% | 160% / N/A | 172% / 169% | 185% | 163% | 2,802,760 | | Dan Tucker | 85% | 672,148 | 146% | N/A | 169% | 165% | 158% | 1,058,633 | | Kim Greene | 100% | 900,004 | 146% | 193% / 160% | 160% / 172% | 165% | 162% | 1,459,677 | | Jim Kerr | 80% | 680,000 | 146% | 167% / 193% | 169% / 160% | 165% | 165% | 1,120,721 | | Stephen Kuczynski | 75% | 684,522 | 146% | 153% | 162% | 155% | 154% | 1,055,533 | | Tom Fanning | 200% | 2,720,000 | 146% | N/A | 169% | 185% | 163% | 4,420,000 |

  64. CEO and Retired Chair Performance Assessment

    | (1) Net Income and Operational Payouts results for certain NEOs are prorated based on time at each operating company as described further on page 48. | | (2) Mr. Womack’s Target 2023 PPP Opportunity was increased from 100% to 130% effective as of May 24, 2023 in connection with his appointment to CEO of the Company on a pro-rated basis. |

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

    Long-Term Equity Incentive Compensation (At Risk) Our long-term equity incentive compensation (LTI) program has evolved in response to stockholder feedback and our ongoing evaluation of best practices. We provide LTI through a combination of performance shares (PSUs) and performance-based restricted stock units (PRSUs). 2023 Long-Term Equity Incentive Program Overview 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.

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

    | | | Weighting | | | | Metric(s) | | CEO(1) & CFO | Other NEOs | Retired Chairman | | PSUs - Relative TSR & Consolidated ROE Earned solely on achievement of pre-established performance goals over 2023-2025 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% | 90% | | PSUs - GHG Reduction Metric Earned solely on achievement of pre-established performance metrics aligned with Company’s 2030 and 2050 GHG reduction goals | ●Quantitative metric of cumulative MW change ●Qualitative modifier | 10% | N/A | 10% | | PRSUs - Cash from Operations Goal Earned if 2023 cash from operations exceeds 2022 dividends. If earned, vest over three-year period | ●Cash from operations must exceed prior year’s dividends paid | 25% | 30% | N/A |

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

    | (1) Weighting applicable to May 24, 2023 LTI grant to Mr. Womack in connection with his promotion to CEO of the Company. The February 13, 2023 LTI grant to Mr. Womack utilized the “Other NEOs” weighting. |

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

    | ► | If 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. | | ► | The 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 (February 13, 2023 for all grants other than the CEO’s May 24, 2023 grant). 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. |

  69. 2023-2025 Performance Share Unit Award

    2023-2025 Performance Share Unit Award The PSU award includes financial and market-based performance goals over the three-year performance period from 2023 to 2025 and is further subject to a credit quality threshold requirement.

  70. 2023-2025 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 72 and is subject to change based on merger and acquisition activity. | | Consolidated ROE | Aligns performance with delivering strong 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, EVP of Operations and Retired Chairman only) | Aligns performance with Southern Company’s 2030 and 2050 GHG emission reduction goals | GHG reduction metric measures the progress on the Company’s emissions reduction commitment through quantitative and qualitative metrics |

  71. 2023-2025 Performance Share Unit Award

    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. For each of the financial performance measures, a threshold, target and maximum goal was set at the beginning of 2023. The threshold, target and maximum for the GHG emission reduction goal are described in the 2023-2025 Long-Term Incentive Award - GHG Reduction Metric for Certain Executives section below.

  72. 2023-2025 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% |

  73. GHG Reduction Metric Cumulative MW Change Comparisons

    | ► | 100% payout target metric: Set based on the 2021 projected MW change in 2023-2025 expected to meet or exceed the Company’s goal to reduce GHG emissions by 50% by 2030. Meeting the 100% payout level for 2023-2025 is projected to result in GHG emission reductions of 50% or greater approximately 5 years early due to exceeding the MW change goal in 2019-2021 and 2020-2022. | | ► | 150% payout stretch metric: Set at a level about 80% greater than the target payout, to further accelerate timing of achieving the 50% GHG reduction goal. The threshold for the 2023-2025 goal has been set to a level equal to about 51% of the 2023-2025 cumulative MW target, preventing any payout if the 2023-2025 cumulative MW change threshold is not met over the course of the performance period. |

  74. GHG Reduction Metric Cumulative MW Change Comparisons

    | 2023-2025 Cumulative MW Change(1) | MW Change Implications(2) | Payout % of Target | | < 1,297 MW | Failure to accomplish enough fleet transition to realize at least 50% reduction of GHG emissions approximately five years early | 0% | | 1,297 MW | Accomplishing enough fleet transition to realize at least 50% reduction of GHG emissions approximately five years early | 50% | | 2,526 MW | Accomplishing enough fleet transition to exceed 50% GHG reduction by two percentage points (52%) approximately five years early | 100% | | 4,541 MW | Accomplishing enough fleet transition to exceed 50% GHG reduction by eight percentage points (58%) approximately five years early | 150% |

  75. 2023 Long-Term Equity Incentive Grants

    2023 Long-Term Equity Incentive Grants

  76. 2023 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%) | | | 300% | | 1,187,973 | 890,980 | — | 890,980 | 2,969,932 | | Chris Womack(2) | | # of units | 17,252 | 12,939 | — | 12,939 | 43,130 | | | 665% | | 2,345,914 | 1,466,170 | 586,496 | 1,466,170 | 5,864,750 | | | | # of units | 33,111 | 20,694 | 8,278 | 20,694 | 82,777 | | Dan Tucker | 275% | | 869,839 | 543,650 | 217,460 | 543,650 | 2,174,598 | | | | # of units | 12,632 | 7,895 | 3,158 | 7,895 | 31,580 | | Kim Greene | 275% | | 990,004 | 742,503 | — | 742,503 | 2,475,011 | | | | # of units | 14,377 | 10,783 | — | 10,783 | 35,943 | | Jim Kerr | 250% | | 850,000 | 637,500 | — | 637,500 | 2,125,000 | | | | # of units | 12,344 | 9,258 | — | 9,258 | 30,860 | | Stephen Kuczynski | 250% | | 912,696 | 684,522 | — | 684,522 | 2,281,740 | | | | # of units | 13,254 | 9,941 | — | 9,941 | 33,136 | | Tom Fanning | 975% | | 8,287,500 | 6,630,000 | 1,657,500 | — | 16,575,000 | | | | # of units | 120,353 | 96,282 | 24,071 | — | 240,706 |

  77. 2023 Long-Term Equity Incentive Grants

    | (1) Certain metrics for the 2023-2025 long-term equity incentive grant for the CEO, CFO and Chairman are weighted slightly different than for the other NEOs as noted above. | | (2) Mr. Womack’s February 2023 LTI grant target was 300% of base salary. Mr. Womack’s May 2023 grant was made in connection with his promotion to CEO and the target was 665% of his adjusted base salary, prorated for his time in the CEO role during 2023. |

  78. 2023 Performance-Based Restricted Stock Units Award

    2023 Performance-Based Restricted Stock Units Award

  79. 2023 Performance-Based Restricted Stock Units Award

    | ► | PRSUs are earned only if Southern Company’s cash from operations in 2023 exceeds $2.907 billion, the amount of dividends paid in 2022. If earned, the PRSUs vest one-third each year over a three-year period. | | ► | The Committee believes that allocating a portion of the LTI program for the majority of 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. |

  80. 2023 Performance-Based Restricted Stock Units Award

    2021-2023 Long-Term Equity Incentive - PSU Payouts The payout for the 2021-2023 PSU awards was 189% of target, other than for the Retired Chairman whose payout was 178% of target.

  81. 2023 Performance-Based Restricted Stock Units Award

    | | Payout Results | | PSUs – Relative TSR | 180% | | PSUs – ROE(1) | 200% | | PSUs – GHG (for Retired Chairman only) | 116% | | Total Weighted Average | 178% for Retired Chairman / 189% for others |

  82. 2023 Performance-Based Restricted Stock Units Award

    | (1) In determining ROE for compensation goal achievement purposes for the 2021-2023 performance period, the Committee excluded acquisition and disposition impacts (2021-2023); estimated loss on plants under construction, including charges (net of salvage proceeds), associated with legal expenses (net of insurance recoveries) and tax impacts (2021-2023); asset impairments (2021-2023); charges associated with the extinguishment of debt (2021-2023); earnings from wholesale gas business (2021-2022); PowerSecure goodwill impairment (2022) and earnings impacts due to regulatory disallowances at Southern Company Gas (2023). |

  83. 2023 Performance-Based Restricted Stock Units Award

    | Name | Grant Date Target Value of PSUs Granted ($) | 2023 PSU Payout ($)(1) | | Chris Womack | 1,786,393 | 3,910,884 | | Dan Tucker | 223,471 | 489,204 | | Kim Greene | 1,461,250 | 3,199,072 | | Jim Kerr | 1,343,087 | 2,940,310 | | Stephen Kuczynski | 1,604,991 | 3,513,804 | | Tom Fanning | 11,402,407 | 23,714,213 |

  84. 2023 Performance-Based Restricted Stock Units Award

    | (1) Based on the closing price of $66.95 on February 7, 2024, the date that the Committee approved payouts. Includes change in stock price and accrued DEUs. |

  85. 2021-2023 GHG Reduction Metric PSUs Payout Results for Retired Chairman

    2021-2023 GHG Reduction Metric PSUs Payout Results for Retired Chairman

  86. Looking Ahead: 2024-2026 GHG Reduction Goal

    | ► | The 150% payout stretch cumulative MW change goal for 2024-2026 has been set at a level about 65% greater than the target cumulative MW change goal for the 2024-2026 performance period. | | ► | Additionally, based on investor feedback, the Committee has begun incorporating additions of energy efficiency and load flexibility/demand response MWs into both the target and 150% payout stretch goals starting with the 2024-2026 award. |

  87. Change-in-Control Protections

    Change-in-Control Protections

  88. Change-in-Control Protections

    | ► | We believe that change-in-control protections allow management to focus on potential transactions that are in the best interest of our stockholders. In August 2022, the Company amended and restated its change-in-control-related compensation plans, including the Severance Plan and the Benefits Protection Plan, to confirm double-trigger vesting treatment and align with market best practices. | | ► | Change-in-control protections include severance pay and, in some situations, vesting or payment of incentive awards. | | ► | We 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”. | | ► | Severance 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. |

  89. Peer Groups and Establishing Market-Based Compensation Levels

    Peer Groups and Establishing Market-Based Compensation Levels

  90. Peer Groups and Establishing Market-Based Compensation Levels

    | Peer Group for 2023 Compensation Decisions | Peer Group for Relative TSR Metric for 2023-2025 Performance Period | | ►Used to determine the total direct compensation for our executives ►Approximates the competitive market in which we compete for talent in executive and managerial roles ►Consists of 19 publicly traded utility companies (subject to changes resulting from mergers and acquisitions) ►In 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. ►We target the total direct compensation for our executives at market median of the peer group. | ►Used to measure our relative TSR performance (used in the PSU award) ►The peer group against which we measure our relative TSR for the 2023-2025 performance period for the performance shares consists of 23 publicly traded utility companies that we believe are most similar to Southern Company in both their business model and investors. ►The Compensation Committee considers companies that have at least 70% regulated assets and $7 billion in market capitalization. ►Several 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. |

  91. Peer Groups and Establishing Market-Based Compensation Levels

    | Peers used for BOTH: 2023 Compensation Decisions Peer Group and 2023-2025 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. |

  92. Peer Groups and Establishing Market-Based Compensation Levels

    | | |

  93. Peer Groups and Establishing Market-Based Compensation Levels

    | 2023 Compensation Decisions Peer Group | 2023-2025 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 |

  94. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant

  95. Role of the Independent Compensation Consultant

    | ► | The 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. | | ► | Pay 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. | | ► | In 2023, 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 2023. |

  96. Role of the Independent Compensation Consultant

    | ► | The 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. |

  97. Summary Compensation Table

    Summary Compensation Table

  98. 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 | 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 | | | 2021 | 845,466 | 2,487,427 | 1,215,482 | 1,576,684 | 54,656 | 6,179,715 | 4,603,031 | | Daniel S. Tucker Executive Vice President and CFO, Southern Company | 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 | 0 | 36,596 | 3,819,380 | 3,819,380 | | | 2021 | 494,036 | 311,160 | 709,292 | 1,131,281 | 31,192 | 2,676,961 | 1,545,680 | | Kimberly S. Greene Chairman, President and CEO, Georgia Power | 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 | 2023 | 837,570 | 2,205,244 | 1,120,721 | 595,163 | 57,574 | 4,816,272 | 4,221,109 | | Stephen E. Kuczynski Chairman and CEO, Southern Nuclear | 2023 | 906,350 | 2,367,865 | 1,055,533 | 802,722 | 349,141 | 5,481,611 | 4,678,889 | | | 2022 | 870,906 | 2,360,624 | 1,132,094 | 0 | 293,749 | 4,657,373 | 4,657,373 | | | 2021 | 835,568 | 2,234,864 | 1,050,591 | 387,174 | 283,929 | 4,792,126 | 4,404,952 | | Thomas A. Fanning Retired Executive Chairman and Retired Chairman, President and CEO, Southern Company | 2023 | 1,499,923 | 17,357,302 | 4,420,000 | 10,050,149 | 142,418 | 33,469,792 | 23,419,643 | | | 2022 | 1,682,308 | 18,148,376 | 3,859,000 | 0 | 316,986 | 24,006,670 | 24,006,670 | | | 2021 | 1,582,692 | 14,902,407 | 2,842,400 | 1,689,005 | 227,055 | 21,243,559 | 19,554,554 |

  99. Summary Compensation Table

    Column (a) Ms. Greene and Mr. Kerr were not NEOs in 2021 or 2022. Effective immediately following the conclusion of the 2023 Annual Meeting, Mr. Fanning relinquished the role of CEO and assumed the role of Executive Chairman of the Board. At such time, Mr. Womack assumed the role of the Company’s CEO. Mr. Fanning retired from his role as Executive Chairman effective December 31, 2023. At such time, Mr. Womack was appointed to the role of the Chairman of the Board. Column (d) This column does not reflect the value of stock awards that were actually earned or received in 2023. Rather, as required by applicable rules of the SEC, this column reports the aggregate grant date fair value of PSUs, PRSUs, and RSUs granted in 2023. The value reported for the PSUs related to relative TSR and consolidated ROE is based on the probable outcome of the performance conditions as of the grant date, using a Monte Carlo simulation model for the relative TSR portion (57% of the grant value of these PSUs) and the closing price of common stock on the grant date for the consolidated ROE portion (43% of the grant value of these PSUs). No amounts will be earned until the end of the three-year performance period on December 31, 2025. The value then can be earned based on performance ranging from 0% to 200%, as established by the Compensation Committee. The aggregate grant date fair value of the PSUs (excluding PSUs related to the GHG reduction metrics for Mr. Womack, Mr. Tucker and Mr. Fanning as described below) granted in 2023 assuming that the highest level of performance is achieved is as follows: Womack — $11,782,073; Tucker - $2,826,978; Greene - $3,465,035; Kerr - $2,975,027; Kuczynski — $3,194,415; and Fanning - $29,834,972. The value reported for the portion of PSUs granted to Mr. Womack, Mr. Tucker and Mr. Fanning related to the GHG reduction metrics in 2023 is based on the closing price of common stock on the date of the grant. No amounts will be earned until the end of the three-year performance period on December 31, 2025. The value can be earned based on performance ranging from 0% to 225%, as established by the Compensation Committee. The aggregate grant date fair value of the PSUs granted to Mr. Womack, Mr. Tucker and Mr. Fanning in 2023 related to the GHG reduction metrics assuming the highest level of performance is achieved is $1,282,552; $489,285; and $3,729,440, respectively. The amounts in column (d) also reflect the grant date fair value of PRSUs granted to certain of the NEOs in 2023 as described in the CD&A, using the closing price of common stock on the grant date. The aggregate grant date fair value of the PRSUs granted in 2023 and reported in column (d) is as follows: Womack — $2,357,149; Tucker — $543,650; Greene — $742,517; Kerr — $637,506; and Kuczynski — $684,537. Mr. Fanning’s 2023 long-term incentive grant did not include PRSUs. See Note 12 to the financial statements included in the 2023 annual report for a discussion of the assumptions used in calculating these amounts. Column (e) The amounts in this column reflect actual payouts under the annual PPP. The amount reported for 2023 is for the one-year performance period that ended on December 31, 2023. Column (f) This column reports the aggregate change in the actuarial present value of each NEO’s accumulated benefit under the applicable Pension Plan and supplemental pension plans (collectively, Pension Benefits) as of December 31 of the applicable year. The Pension Benefits as of each measurement date are based on the NEO’s age, pay and service accruals and the plan provisions applicable as of the measurement date. The actuarial present values as of each measurement date reflect the assumptions the Company selected for cost purposes as of that measurement date; however, the NEOs were assumed to remain employed at any Company subsidiary until their benefits commence at the pension plans’ stated normal retirement date, generally age 65. For each of Mr. Tucker and Mr. Womack, the accumulated benefit includes a portion of his Pension Plan benefits which are the subject of a qualified domestic relations order. During 2023, Mr. Womack’s higher aggregate change in Pension Benefit for 2023 as compared to the amounts reflected for other NEOs is due, in part, to how the mechanics of the pension calculation as described in Appendix B reflect his promotion to CEO and related changes to his compensation. Pension Benefits for all participants are calculated based on final average earnings which is defined as the highest three years of pay out of the last 10 calendar years of service. According to the existing plan provisions, his higher base pay and annual performance-based compensation as CEO is reflected in his Pension Benefits calculations and resulted in an increase of the actuarial present value of his Pension Benefits. No additional Pension Benefits were granted to Mr. Womack during 2023. Pension values may fluctuate significantly from year to year depending on a number of factors as described below, including age, years of service, annual earnings and the assumptions used to determine the present value, such as the discount rate.

  100. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 This table provides information on short-term and long-term incentive compensation awards made in 2023.

  101. Grants of Plan-Based Awards in 2023

    | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock and Option Awards ($) (i) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | Chris Womack | | 188,500 | 1,885,000 | 3,770,000 | | | | | | | 2/1/2023 | | | | 3,019 | 30,191 | 60,382 | 2,191,090 | | | 2/1/2023 | | | | | 12,939 | | 890,980 | | | 5/24/2023 | | | | 5,381 | 53,805 | 107,610 | 4,874,947 | | | 5/24/2023 | | | | 828 | 8,278 | 18,626 | 586,496 | | | 5/24/2023 | | | | | 20,694 | | 1,466,170 | | Dan Tucker | | 67,215 | 672,148 | 1,344,296 | | | | | | | 2/1/2023 | | | | 2,053 | 20,527 | 41,054 | 1,495,597 | | | 2/1/2023 | | | | 316 | 3,158 | 7,106 | 217,460 | | | 2/1/2023 | | | | | 7,895 | | 543,650 | | Kim Greene | | 90,000 | 900,004 | 1,800,008 | | | | | | | 2/1/2023 | | | | 2,516 | 25,160 | 50,320 | 1,825,968 | | | 2/1/2023 | | | | | 10,783 | | 742,517 | | Jim Kerr | | 68,000 | 680,000 | 1,360,000 | | | | | | | 2/1/2023 | | | | 2,160 | 21,602 | 43,204 | 1,567,750 | | | 2/1/2023 | | | | | 9,258 | | 637,506 | | Steve Kuczynski | | 68,452 | 684,522 | 1,369,044 | | | | | | | 2/1/2023 | | | | 2,320 | 23,195 | 46,390 | 1,683,359 | | | 2/1/2023 | | | | | 9,941 | | 684,537 | | Tom Fanning | | 272,000 2,720,000 | | 5,440,000 | | | | | | | 2/1/2023 | | | | 21,664 216,635 | | 433,270 | 15,699,781 | | | 2/1/2023 | | | | 2,407 | 24,071 | 54,160 | 1,657,529 |

  102. Grants of Plan-Based Awards in 2023

    Columns (c), (d) and (e) These columns reflect the annual PPP opportunity for the NEOs. The information shown as “Threshold,” “Target” and “Maximum” reflects the range of potential payouts established by the Compensation Committee. The actual amounts earned for 2023 are included in column (e) of the Summary Compensation Table. Mr. Womack’s target 2023 PPP Opportunity was increased from 100% to 130% effective as of May 24, 2023 in connection with his appointment to CEO of the Company, pro-rated to reflect his tenure in the role during 2023. See the Annual Incentive Compensation (At Risk) discussion beginning on page 55 for additional information. Columns (f), (g) and (h) These columns reflect the long-term PSUs and PRSUs granted to the NEOs in 2023. The information shown as “Threshold,” “Target” and “Maximum” reflects the range of potential shares that can be earned as established by the Committee for the PSUs, while the information shown as “Target” for the PRSUs reflects the number of potential shares that can be earned if the performance condition is met. The grant date fair value is included in the Stock Awards column (column (d)) of the 2023 Summary Compensation Table. See the Long-Term Equity Incentive Compensation (At Risk) discussion beginning on page 62 for additional information on the 2023 LTI grants. Column (i) This column reflects the aggregate grant date fair value of the PSUs and PRSUs granted in 2023.

  103. Grants of Plan-Based Awards in 2023

    | ► | For the PSUs related to TSR and ROE, approximately 41% of the value of the PSUs is based on the probable outcome of the performance conditions as of the grant date using a Monte Carlo simulation model ($75.36 for February 1, 2023 grant and $102.95 for May 24, 2023 grant), while the other approximately 59% is based on the closing price of common stock on the grant date ($68.86 for February 1, 2023 grant and $70.85 for May 24, 2023 grant). |

  104. Grants of Plan-Based Awards in 2023

    | ► | For the PSUs related to the GHG reduction metric for Mr. Womack, Mr. Tucker, and Mr. Fanning the value of these shares is based on the closing price of the common stock on the grant date ($68.86 for February 1, 2023 grant and $70.85 for May 24, 2023 grant). | | ► | The value of the PRSUs is based on the closing price of common stock on the grant date ($68.86). The assumptions used in calculating these amounts are discussed in Note 12 to the financial statements included in the 2023 annual report. |

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End This table provides information about stock options and stock awards (PSUs, PRSUs and RSUs) as of December 31, 2023.

  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | Name (a) | Number of Units of Stock That Have Not Vested (#) (a) | Market Value of Units of Stock That Have Not Vested ($) (b) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (d) | | Chris Womack | | | 4,426 | 310,351 | | | | | 8,055 | 564,817 | | | | | 13,475 | 944,867 | | | | | 28,188 | 1,976,543 | | | | | 94,788 | 6,646,535 | | Dan Tucker | 555 | 38,917 | | | | | | | 5,331 | 373,810 | | | | | 8,223 | 576,597 | | | | | 23,992 | 1,682,319 | | | | | 24,666 | 1,729,580 | | Kim Greene | | | 3,619 | 253,764 | | | | | 6,464 | 453,256 | | | | | 11,230 | 787,448 | | | | | 22,625 | 1,586,465 | | | | | 26,201 | 1,837,214 | | Jim Kerr | | | 3,328 | 233,359 | | | | | 5,942 | 416,653 | | | | | 9,642 | 676,097 | | | | | 20,794 | 1,458,075 | | | | | 22,496 | 1,577,420 | | Steve Kuczynski | | | 3,978 | 278,937 | | | | | 7,101 | 497,922 | | | | | 10,353 | 725,952 | | | | | 24,851 | 1,742,552 | | | | | 24,156 | 1,693,819 | | Tom Fanning | | | 22,094 | 1,549,231 | | | | | 268,196 | 18,805,904 | | | | | 250,670 | 17,576,980 |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    Stock options have not been granted since 2014 and no NEOs have any outstanding stock options as of December 31, 2023. Columns (a) and (b) These columns reflect the number of RSUs held by Mr. Tucker as of December 31, 2023, including associated DEUs. Mr. Tucker was granted RSUs on February 3, 2021, and the outstanding RSUs reflected in the table vest 1/3 each year for a three-year period and associated DEUs on the RSUs. DEUs only pay out if the underlying shares vest. Columns (c) and (d) These columns reflect the remaining 1/3 of the PRSUs, including DEUs, granted to the NEOs in February 2021 and the remaining 2/3 of the PRSUs, including DEUs, granted to the NEOs in February 2022. The achievement of the respective performance goals for these shares were certified by the Compensation Committee on February 13, 2022 for the shares granted in 2021 and February 13, 2023 for the shares granted in 2022. The PRSUs that vested in 2023, including the DEUs, are reflected in the Option Exercises and Stock Vested in 2023 table. The remaining PRSUs granted in 2021 vest on the third anniversary of the grant date, and the remaining PRSUs granted in 2022 will vest on the second and third anniversaries of the grant date. These columns also reflect the full number and value of PRSUs granted to the NEOs in February 2023 that vest 1/3 each year for a three-year period subject to the achievement of a one-year financial performance goal (Southern Company’s 2023 cash from operations exceeds the amount paid in dividends in 2022) and associated DEUs on the PRSUs. DEUs only pay out if the underlying shares vest. The Compensation Committee certified the achievement of this goal on February 7, 2024, and the first 1/3 vested upon that certification. The remaining 2/3 will vest equally on the second and third anniversaries of the grant date. Column (c) also reflects the target number of PSUs that can be earned at the end of each three-year performance period (January 1, 2022 through December 31, 2024 and January 1, 2023 through December 31, 2025). The number of shares reflected in column (g) also reflects the DEUs on the target number of PSUs. DEUs are credited over the performance period but are only received at the end of the performance period if the underlying PSUs are earned. The PSUs granted for the January 1, 2021 through December 31, 2023 performance period vested on December 31, 2023 and are reported in the Option Exercises and Stock Vested in 2023 table. The value in column (d) is derived by multiplying the number of shares in column (g) by the common stock closing price on December 29, 2023 ($70.12). The ultimate number of shares earned, if any, will be based on the actual performance results at the end of each respective performance period.

  108. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  109. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Chris Womack | | | 68,554 | 4,776,780 | | Dan Tucker | | | 10,840 | 749,501 | | Kim Greene | | | 57,416 | 3,996,931 | | Jim Kerr | | | 52,771 | 3,673,578 | | Steve Kuczynski | 14,546 | 391,142 | 62,938 | 4,381,630 | | Tom Fanning | | | 391,352 | 27,329,533 |

  110. Option Exercises and Stock Vested in 2023

    Columns (b) and (c) Column (b) reflects the number of shares acquired upon the exercise of stock options during 2023 and column (c) reflects the value realized. The value realized is the difference in the market price over the exercise price on the exercise date. Columns (d) and (e) PSU grants made in 2021 were subject to a three-year performance period that ended on December 31, 2023. The award was earned at 189% of target, other than Mr. Fanning’s 2021-2023 PSUs that were earned at 178%. Column (d) includes the PSUs that were earned and associated DEUs, while column (e) reflects the value of the PSUs and associated DEUs, which is derived by multiplying the number of shares that vested by the market value of the underlying shares on December 29, 2023 ($70.12). The value shown in column (e) differs from the amounts shown in the CD&A, which reflects the market value on the trading date immediately preceding the date that the Compensation Committee made its decisions about PSU payouts (February 6, 2024). These columns also reflect the value of the RSUs and PRSUs that vested in 2023, including associated DEUs. The value of the RSUs and PRSUs is derived by multiplying the number of shares that vested by the market value of the underlying shares on the vesting date as follows:

  111. Option Exercises and Stock Vested in 2023

    | ► | $66.88 for the RSUs and PRSUs that were granted in 2020 and vested 1/3 on February 11, 2023 | | ► | $67.27 for the RSUs and PRSUs that were granted in 2021 and vested 1/3 on February 3, 2023 | | ► | $67.13 for the PRSUs that were granted in 2022 and vested 1/3 on February 13, 2023 upon certification of the goal performance by the Compensation Committee |

  112. Pension Benefits at 2023 Fiscal Year-End

    Pension Benefits at 2023 Fiscal Year-End

  113. Pension Benefits at 2023 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 | 35.00 | 1,953,100 | – | | | Supplemental Benefit Plan (Pension-Related) | 35.00 | 11,777,959 | – | | | Supplemental Executive Retirement Plan | 35.00 | 8,469,554 | – | | | Supplemental Retirement Agreement | 8.00 | 5,230,926 | – | | Dan Tucker | Pension Plan | 24.67 | 834,362 | – | | | Supplemental Benefit Plan (Pension-Related) | 24.67 | 2,609,409 | – | | | Supplemental Executive Retirement Plan | 24.67 | 1,625,065 | – | | Kim Greene | Pension Plan | 16.17 | 683,971 | – | | | Supplemental Benefit Plan (Pension-Related) | 16.17 | 3,119,056 | – | | | Supplemental Executive Retirement Plan | 16.17 | 1,310,401 | – | | Jim Kerr | Pension Plan | 8.92 | 398,460 | – | | | Supplemental Benefit Plan (Pension-Related) | 8.92 | 1,873,794 | – | | | Supplemental Executive Retirement Plan | 8.92 | 606,048 | – | | Steve Kuczynski | Pension Plan | 11.58 | 548,583 | – | | | Supplemental Benefit Plan (Pension-Related) | 11.58 | 2,816,156 | – | | | Supplemental Executive Retirement Plan | 11.58 | 850,292 | – | | Tom Fanning | Pension Plan | 42.00 | 2,778,569 | – | | | Supplemental Benefit Plan (Pension-Related) | 42.00 | 36,051,240 | – | | | Supplemental Executive Retirement Plan | 42.00 | 16,449,146 | – |

  114. Pension Benefits at 2023 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, and different groups of employees.

  115. Pension Benefits at 2023 Fiscal Year-End

    | ► | The Pension Plan is a tax-qualified, funded plan providing amounts payable monthly over a participant’s post-retirement lifetime, subject to statutory limitations. | | | ► | Supplemental 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. |

  116. Pension Benefits at 2023 Fiscal Year-End

    In 2023, 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 114. 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 5.64% for the Pension Plan and 4.90% for the SBP-P, the SERP, and Mr. Womack’s SRA.

  117. Nonqualified Deferred Compensation as of 2023 Fiscal Year-End

    Nonqualified Deferred Compensation as of 2023 Fiscal Year-End

  118. Nonqualified Deferred Compensation as of 2023 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 | — | 46,682 | 482,946 | — | 5,801,852 | | Dan Tucker | 86,215 | 22,813 | 63,803 | — | 711,747 | | Kim Greene | — | 28,609 | 9,045 | — | 411,509 | | Jim Kerr | 274,996 | 25,886 | 67,848 | — | 1,124,315 | | Steve Kuczynski | — | 29,394 | 11,247 | — | 511,720 | | Tom Fanning | 385,900 | 59,666 | 724,040 | — | 11,746,658 |

  119. Nonqualified Deferred Compensation as of 2023 Fiscal Year-End

    The Company provides:

  120. Nonqualified Deferred Compensation as of 2023 Fiscal Year-End

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

  121. Nonqualified Deferred Compensation as of 2023 Fiscal Year-End

    The amounts reported in this column also were reported in the All Other Compensation column in the Summary Compensation Table. Column (b) This column reports the actual amounts of compensation deferred under the DCP by each NEO in 2023. The amount of salary deferred by the NEOs, if any, is included in the Salary column in the Summary Compensation Table. The amounts of performance-based compensation deferred in 2023 were the amounts that were earned as of December 31, 2022 but were not payable until the first quarter of 2023. These amounts are not reflected in the Summary Compensation Table because that table reports performance-based compensation that was earned in 2023 but not payable until early 2024. Column (c) This column reflects employer contributions under the SBP and DCP. Column (d) This column reports earnings or losses under the SBP and DCP on (1) compensation the NEOs elected to defer, (2) employer contributions, and (3) prior earnings attributable to each accruing during 2024. Column (f) This column includes amounts that were deferred under the DCP and contributions under the SBP in prior years and reported as compensation in the Summary Compensation Table through 2022: (i) Mr. Womack: $5,272,224 (ii) Mr. Tucker: $538,915, (iii) Mr. Kuczynski: $471,080, (iv) Ms. Greene: $373,855, (v) Mr. Kerr: $755,586 and (vi) Mr. Fanning: $10,57,052.

  122. 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, 2023 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. Mr. Fanning retired effective December 31, 2023 so the disclosure below describes the payments and benefits that he actually received upon retirement. 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, 2023 and assumes that the price of common stock is the closing market price on December 29, 2023.

  123. 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, 2023.

  124. 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 Events. Further, there are also no enhancements to the benefits accrued by the Pension Plan upon the occurrence of a Change in Control. There are no additional benefits accrued under the SBP-P, the SERP or the SRA upon a Change in Control. The SBP-P, SERP, and SRA benefits accrued through the date of a Change in Control 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, other than Mr. Fanning, upon a Change of Control effective as of December 31, 2023. If an NEO designates a non-spouse beneficiary, then the amount payable is 50% of the amount shown. 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.

  125. Pension Benefits

    | | | Amounts below are Lump Sum Acceleration (No additional benefits) | | | Plan | Change in Control ($) | | Chris Womack | SBP-P | 11,289,692 | | | SERP | 8,118,441 | | | SRA | 5,014,073 | | Dan Tucker | SBP-P | 3,341,538 | | | SERP | 2,081,015 | | Kim Greene | SBP-P | 3,816,916 | | | SERP | 1,603,592 | | Jim Kerr | SBP-P | 1,936,811 | | | SERP | 626,430 | | Steve Kuczynski | SBP-P | 3,103,363 | | | SERP | 937,009 |

  126. Pension Benefits

    The pension benefit amounts in the tables above were calculated as of December 31, 2023 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 1.55% discount rate for the Final Average Earnings Formula for accruals for 2023 and beyond, and the SBP-P calculations are based on ten annual installments.

  127. Pay Ratio Disclosure

    Pay Ratio Disclosure For 2023, we have calculated the CEO pay ratio to be 143 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, 2023 and the methodology described below.

  128. Pay Ratio Disclosure

    | ► | The 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. | | ► | Traditional 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. |

  129. Pay Ratio Disclosure

    We determined our median employee based on an analysis of all employees as of December 31, 2023. We used total cash compensation as reported in Form W-2 for 2023 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. After identifying the median employee, as described below, we calculated the median employee’s annual total compensation.

  130. Pay Ratio Disclosure

    | ► | The 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 $164,300. The median employee is a Plant Operator for one of our state-regulated electric utilities. |

  131. Pay Ratio Disclosure

    | ► | The CEO’s annual total compensation was $23,539,400. This amount includes the total compensation amount included in the Summary Compensation Table and approximately $18,300 in nondiscriminatory health and welfare benefits. |

  132. Pay Ratio Disclosure

    At December 31, 2023, the Southern Company system had over 28,100 employees across 34 states. We have an average tenure of approximately 14 years and a turnover rate of approximately 8.3%. 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 earlier in the executive compensation tables. 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 45. 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 75, (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

    | | 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 ($) (g) | Net Income ($s millions) (h) | Company Selected Measure One-Year Relative TSR Percentile ($) (i) | | | Womack | Fanning | Womack | Fanning | | | | | | | | 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 |

  135. Column (c and e)

    | 2023 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 ($) | Compensation Actually Paid ($) | | Womack | 23,521,052 | 10,009,683 | 9,352,563 | 13,885,386 | 334,749 | 18,378,941 | | Fanning | 33,469,800 | 17,375,310 | 10,050,149 | 33,398,578 | 1,106,559 | 40,567,478 | | Average Non-PEO NEOs | 5,555,346 | 2,349,586 | 1,052,475 | 3,956,833 | 323,362 | 6,433,480 |

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

    Compensation Actually Paid v. Southern TSR & Peer Group TSR

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

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

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

    | * As noted above, our 2023 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 62. |

  139. Retirement Plans – Pension and Supplemental Pension Plans

    subsidiaries in which the Named Executives Officers participated during 2023. Retirement Plans – Pension and Supplemental Pension Plans Pension Plan. The Southern Company Pension Plan is a broad-based, funded tax-qualified defined benefit in which substantially all employees participate after one year of service. A participant’s benefit formula in the Pension Plan is dependent upon the participant’s date of hire. Vesting. Normal retirement benefits become payable when participants attain age 65 and complete five years of participation. As of December 31, 2023, all of the NEOs were vested in their Pension Plan benefits. Participants who terminate employment after vesting can elect to have their pension benefits commence prior to age 65 provided they met the applicable early retirement age and service provisions. Early retirement Pension Plan benefits are reduced by actuarially determined factors, other than those benefits accrued under the Cash Balance Formula. If a participant dies while actively employed and is vested in the Pension Plan as of the date of death, the participant’s beneficiary is entitled to survivor benefits. If participants become totally disabled, periods that Social Security or employer-provided disability income benefits are paid will count as service for benefit calculation purposes. The crediting of this additional service ceases at the point a disabled participant elects to (a) commence retirement payments under the Final Average Earnings Formula or (b) qualifies for unreduced benefits under the Career Average Pay Formula. Outside of this extra service crediting, the normal Pension Plan provisions apply to disabled participants. Benefit Formula - Final Average Earnings: The description below a

  140. Retirement Plans – Pension and Supplemental Pension Plans

    lies to each NEO, as participants hired by the Company before January 1, 2016. | ► | The plan benefit equals the greater of amounts computed using a 1.7% Offset Formula and a 1.25% Formula. The highest three years of pay out of a participant’s last

  141. Retirement Plans – Pension and Supplemental Pension Plans

    0 calendar years of service are averaged to derive a final average earnings. | | ● | 1.7% Offset Formula: 1.7% of final average earnings (base pay only) times years of credited service less an offset related to Social Security benefits. | | ● | 1.25% Formula: 1.25% of final average earnings (base pay plus

  142. Retirement Plans – Pension and Supplemental Pension Plans

    nual performance-based compensation earned) times years of credited service. | | ► | Early retirement benefits become payable once plan participants have, during employment, attained age 50 and completed 10 years of credited service. Participants who retire early receive a 0.3% reduction for each month (3.6% for each year) prior to normal retirement that participants elect to have their benefit payments commence. | | ► | As of December 31, 2023, all of the NEOs employed on that date and covered under the Final Average Earnings Formula were retirement eligible, other than Jim Kerr. | | ► | For NEOs covered under the Final Average Earnings Formula, the number of year

  143. Retirement Plans – Pension and Supplemental Pension Plans

    of credited service is one year less than the number of years of employment. | Payment of Benefits. The Pension Plan’s benefit formulas produce amounts payable monthly over a participant’s post-retirement lifetime. At retirement, plan participants can choose to receive their benefits from various forms of payment. All forms pay benefits monthly over the lifetime of the retiree or the joint lifetimes of the retiree and a beneficiary. An actuarial reduction applies if a retiring participant chooses a payment form other than a single life annuity. It is assumed that male Pension Plan participants are two years older than their spouses. Limitations on Benefits. Benefits are limited to a statutory maximum. The statutory limit restricts eligible compensation under the pension plan; the limit for 2023 was $330,000. Supplemental Benefit Plan (Pension-Related) (SBP-P). The SBP-P is an unfunded retirement plan that is not tax qualified. This plan makes highly-paid employees whole by (i) providing any benefits that the Pension Plan cannot pay due to the Limitations on Benefits described above and (ii) ignoring pay deferrals. When an SBP-P participant separates from service, vested monthly benefits provided by the benefit formulas described below are converted into a single sum value. If the separating participant is a “specified employee” under Section 409A of the Code, the first installment will be delayed for 6 months after the date of separation. Vesting. The SBP-P’s vesting and early retirement provisions mirror those of the Pension Plan. Its disability provisions mirror those of the Pension Plan but cease upon a participant’s separation from service. In the event of a change in control, the benefits accrued under the SBP-P through the date of such change in control will vest and become non-forfeitable. Benefit Formula - Final Average Earnings: The discount rate used in the single sum value calculation is based on the 30-year U.S. Treasury yields for the September preceding the calendar year of separation, but not more than 6%. Payment of Benefits - Final Average Earnings Formula: Vested participants subject to the Final Average Earnings Formula terminating prior to becoming retirement eligible will be paid their single sum value as of September 1 following the calendar year of separation. If the terminating participant is retirement-eligible, the single sum value will be paid in 10 annual installments starting shortly after separation. The unpaid balance of a retiree’s single sum will be credited with interest at the prime rate published in The Wall Street Journal. If an SBP-P participant who is subject to the Final Average Earnings Formula dies while active after becoming vested in the Pension Plan, the beneficiary of the deceased participant will receive the single sum value in installments as soon as possible following death. The single sum value is calculated as if the participant had survived to age 50 and discounted back to the payment date (if earlier). Spouse beneficiaries receive 100% and non-spouse beneficiaries receive 50% of the single sum value. Supplemental Executive Retirement Plan (SERP). The SERP is an unfunded retirement plan that is not tax qualified. This plan provides highly-paid employees covered under the Final Average Earnings Formula additional benefits that the Pension Plan and the SBP-P would pay if the 1.7% offset formula calculations reflected a portion of annual performance-based compensation. The SERP was closed to new hires and future promotions effective January 1, 2016. The SERP’s early retirement, survivor benefit and disability provisions mirror the SBP-P’s provisions. Vesting. SERP benefits do not vest until participants become eligible to retire, so no benefits are paid if a participant terminates prior to becoming retirement-eligible. The SERP benefits vest for participants who are not retirement-eligible upon a change in control. Benefit Formula. To derive the SERP benefits, a final average pay is determined reflecting participants’ base rates of pay and their annual performance-based compensation amounts, whether or not deferred, to the extent they exceed 15% of those base rates (ignoring statutory limits). This final average pay is used in the 1.7% offset formula to derive a gross benefit. The Pension Plan and the SBP