SOUTHERN CO
For the period ended May 13, 2026. Filed Apr 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Apr 3, 2026
Contents
Pay for Performance Alignment
CEO Pay for 2025 is Aligned with Company Performance
| CEO 2025 Target Pay | In making 2025 pay decisions for our CEO, the Committee focused on aligning CEO pay and Company performance. 4Placed over 90% of the CEO’s total compensation at risk based on the achievement of Committee-approved goals4Selected metrics and targets to align pay with long-term value creation for stockholders4Actively reviewed performance to align payouts in a manner consistent with stockholder interests and feedback |
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We continue to create significant long-term returns for our stockholders. The CEO's incentive compensation was tied to the Company's financial and operational performance and stockholder value created from 2023 to 2025 relative to our industry peers.
Adjusted EPS Performance
4We delivered strong adjusted EPS results at or above the top end of our projected EPS guidance ranges. These results were driven by a combination of continued investment in our state-regulated utilities, customer growth and increased usage in our electric businesses and a continued focus on bringing efficiencies to our customers.4We believe that evaluating performance based on adjusted EPS aligns with stockholder interests, with the Committee engaged in evaluating potential EPS adjustments for compensation payout purposes. For a discussion of the Committee's review of the financial goal payouts, see page 42.4GAAP reported EPS was $2.26 in 2021, $3.28 in 2022, $3.64 in 2023, $4.02 in 2024 and $3.94 in 2025. For a reconciliation of adjusted EPS to EPS under GAAP, see page 92.
Operational Performance
Surpassed generation, transmission and distribution reliability goal targets
Delivered on customer satisfaction goals with top quartile results across benchmarks
Promoted a culture of Safety First and minimized serious injuries
4 Southern Company has a remarkable dividend track record, having paid a dividend equal to or greater than the previous quarter for 78 consecutive years. Our disciplined financial management has enabled delivery on our long-standing commitment to regular, predictable and sustainable adjusted financial results and superior risk-adjusted long-term returns for investors.
15.75%Dividend Growth overPast 5 Years
| 38 | Southern Company 2026 Proxy Statement |
Sustained Top Quartile Relative TSR Performance
- 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 (seepage 52), and are disclosed in the applicable proxy statement for the year the grant was made.
2025 Performance Against Key Compensation Plan Metrics for our CEO4Achieved the top of our adjusted EPS guidance range with payout at 176% of target for our short-term incentive plan4Exceeded our annual operational goals for customer experience, reliability and workforce goals with a payout of 185% of target for our short-term incentive plan4Delivered on our objective to provide long-term value to stockholders with top quartile TSR and ROE results and a target level outcome on our GHG Reduction Metric, with relative TSR payout at 183% of target, consolidated ROE payout at 187% of target and GHG Reduction Metric payout at 97% of target for our long-term incentive plan
Executive Compensation Best Practices
| What We Do | What We Don’t Do | |
| Align actual payouts with performance and stockholder interests 100% of short- and long-term incentive awards are performance based Independent compensation consultant retained by the Committee Policy against hedging and pledging of stock by Directors and executive officers Executive officers receive limited perquisites that make up a small portion of total compensation Change-in-control severance payouts require double-trigger of change in control and termination of employment Strong stock ownership requirements for executive officers Annual compensation review conducted to help ensure fair pay | Annual compensation risk assessment undertaken with input from an independent consultant Clawback provisions apply to all incentive compensation awards with enhanced Clawback Policy provisions for key executives, including in the event of misconduct 91% of CEO target pay is at risk based on achievement of performance goals Evaluate stockholder feedback through year-round engagement and results of prior years' Say on Pay votes Dividends on stock awards paid only if underlying award is earned Establish rigorous financial goals that align to external guidance and non-financial goals that primarily target top quartile industry performance | No tax gross ups on executive perquisites for executive officers (except on certain relocation-related expenses) No employment agreements with our executive officers No excise tax gross-ups on change-in control severance arrangements No additional service granted under supplemental retirement plans since 2014 |
| Southern Company 2026 Proxy Statement | 39 |
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