UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a party other than the Registrant

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☑	Definitive Proxy Statement
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The Southern Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2022 Notice of Annual
Meeting of Stockholders & Proxy Statement

Table of Contents

Letter from our Chairman and Chief Executive Officer	2
Letter from our Independent Directors	4
Notice of Annual Meeting of Stockholders of Southern Company	6
Our Company	7
Our Strategy	7
Our 2021 Performance	8
Our Environmental and Social Highlights	10
Proxy Voting Roadmap	16
✓ Item 1 Election of 13 Directors	17
Southern Company Board of Director Nominees	18
Board of Director Nominees Qualifications, Attributes, Skills and Experience	20
Biographical Information about our Nominees for Director	22
Corporate Governance at Southern Company	29
Key Governance Practices	29
Engaging with our Stakeholders	30
Committees of the Board	32
Board Composition and Structure	35
Board and Committee Responsibilities	42
Board Governance Processes	45
Director Compensation	47
✓ Item 2 Advisory Vote to Approve Executive Compensation (Say on Pay)	49
Compensation Discussion and Analysis	50
CD&A At-a-Glance	51
Letter from the Compensation and Management Succession Committee	53
CEO Pay for Performance and Alignment with Stockholder Interests	55
Stockholder Outreach and Say on Pay Response	57
Executive Compensation Program	59
Compensation Governance Practices, Beliefs and Oversight	75
Executive Compensation Tables	80
Pay Ratio Disclosure	96
Audit Committee Matters	97
Audit Committee Report	97
✓ Item 3 Ratify the Independent Registered Public Accounting Firm for 2022	98
✓ Item 4 Stockholder Proposal Regarding Simple Majority Vote	99
Stock Ownership Information	101
FAQs about Voting and the Annual Meeting	103
Reconciliation of Non-GAAP Information	108
Cautionary Note Regarding Forward-Looking Statements	109
Appendix A - Definitions of Key Terms	111
Appendix B - Benefit Plan Summary	113

Southern Company is a holding company that conducts its business through its subsidiaries; accordingly, unless the context otherwise requires, references in this proxy statement to Southern Company’s operations, such as generating activities, GHG emissions and employment practices, refer to those operations conducted through its subsidiaries.

See Appendix A - Definitions of Key Terms on page 111 for many key terms and acronyms used in this proxy statement.

Our Mission

Building the future of energy

For more than a century, we’ve been providing clean, safe, reliable and affordable energy to the customers and communities we’re privileged to serve. Through industry-leading innovation and a commitment to a net-zero future, we’re delivering sustainable and resilient energy solutions that help to drive growth and prosperity.

Our Values

How we do our work is just as important as what we do. Our uncompromising values are key to our sustained success. They guide our behavior and ensure we put the needs of those we serve at the center of all we do.

At Southern Company, Our Values will guide us to make every decision, every day, in the right way.

	Safety First	We believe the safety of our employees and customers is paramount. We will perform and maintain every job, every day, safely.
	Unquestionable Trust	Honesty, respect, fairness and integrity drive our behavior. We keep our promises, and ethical behavior is our standard.
	Superior Performance	We are dedicated to superior performance throughout our business. We will continue our strong focus on innovative solutions, improving how we run our business and our commitment to environmental stewardship.
	Total Commitment	We are committed to the success of our employees, our customers, our stockholders and our communities. We fully embrace, respect and value our differences and diversity.

Our Code of Ethics

Our Code of Ethics defines our culture. It guides behavior and makes Our Values come to life every day. These ethical guidelines apply to all of us and remind us that how we do our jobs is just as important as what we do.

► Learn more at www.southerncompany.com/about/governance/values-and-ethics.html

New or notable in this proxy statement

►	Environmental and social highlights that are of interest to our investors and other stakeholders
►	Extensive stakeholder engagement efforts that include independent Director participation and how we have responded to feedback
►	Enhanced Board skills and Board diversity disclosures

►	Board oversight of ESG
►	Board oversight of cybersecurity
►	Operational goals for annual incentive awards promote our sustainable business model and align with key ESG matters
►	GHG reduction goal that is a component of the CEO’s long-term equity incentive compensation program

1

Letter from our Chairman and Chief Executive Officer

Dear Fellow Stockholders:

You are invited to attend the Southern Company 2022 Annual Meeting of Stockholders at 10:00 a.m., ET, on Wednesday, May 25, 2022 at The Lodge Conference Center, Callaway Gardens, Pine Mountain, Georgia. We are pleased to welcome our stockholders back to an in-person annual meeting and look forward to discussing Southern Company’s 2021 performance. We will also webcast the meeting for those that are not able to attend in person.

2021 was an outstanding year for Southern Company. We benefited from strong customer growth, improving retail trends and continued investment in our state rate-regulated utilities.

Our businesses were not immune to lingering pandemic-related complications, inflationary pressures and a tight labor market. However, through innovation, strategic planning and effective execution, we were able to manage through the challenges.

With a solid financial outlook and premier, state-regulated electric and gas utility franchises that are industry leaders for operational performance and customer satisfaction, we believe we are well-positioned to continue that momentum.

Focus on Our Sustainable Business Strategy

Knowing that tomorrow’s needs are on today’s doorstep, Southern Company is aggressively working to bolster the sustainability of our business for the long term. We continue to make solid progress toward our net zero emissions goal by transforming our generation fleet, researching next-generation energy technologies and constructing the first new nuclear units to be built in the U.S. in more than three decades. As we make these transitions, we remain focused on maintaining a reliable and resilient system and striving for an equitable future for our employees, customers and communities we serve.

We continued to make meaningful progress at Plant Vogtle Units 3 and 4, and we are entering the final stages of testing for Unit 3. The project has continued to face challenges which have added to our project timelines and costs. Our priority is bringing these units online safely, after which they are expected to serve as reliable carbon-free energy resources for customers for the next 60 to 80 years.

Value and Develop Our People

Southern Company’s mission is to provide clean, safe, reliable and affordable energy to customers and communities. Our more than 27,000 employees work hard every day to deliver smart solutions anchored in remarkable service, resilience and safety.

In early 2022, we were recognized by Fortune magazine as one of the World’s Most Admired Companies. This recognition is a testament to the people across our enterprise who are making thousands of good decisions every day in alignment with our core values of Safety First, Unquestionable Trust, Superior Performance and Total Commitment.

In addition, Southern Company has been named the number two Best Large Employer in America by Forbes magazine. Of the 500 large employers included in the ranking, Southern Company was first among energy industry peers, first among Georgia-based companies and first in the entire Southeast. This recognition is especially significant because it was based directly on employee feedback.

These accolades are a tangible result of our commitment to value and develop our people, and our efforts to create a workplace where all groups are well-represented, included and treated fairly, and where everyone feels welcomed, valued and respected.

Excel at the Fundamentals

The foundation of our business remains strong. With performance characterized by outstanding fundamentals, high customer satisfaction, operational excellence and constructive regulatory relationships, our success is the direct result of an unwavering emphasis on the core values that have shaped our Company’s identity since its inception.

2 Southern Company 2022 Proxy Statement

Letter from our Chairman and Chief Executive Officer

At Southern Company, our vision is rooted in knowing energy provides an opportunity for people to live more comfortable and connected lives, fuels businesses that are shaping industries and creates possibilities for future generations. We put our vision in motion by placing our customers and communities at the center of everything we do. Understanding their needs and going out of our way to prepare them for what is ahead, our mission remains the same–provide clean, safe, reliable and affordable energy.

Our customer-focused business model continues to be the cornerstone for delivering value to customers and stockholders alike, and our management team is experienced and motivated, with a long track record of successfully executing on this time-tested model. We believe our Company is poised for continued success, both today and in the years ahead.

We hope you can join us at the annual meeting. A webcast of the annual meeting will be available at investor.southerncompany.com starting at 10:00 a.m., ET, on Wednesday, May 25, 2022. A replay will be available following the meeting.

Your vote is important. We urge you to vote as soon as possible by internet or by telephone or, if you received a paper copy of the proxy form by mail, by signing and returning the proxy form.

We are grateful for your continued support of Southern Company. It is a privilege to serve you.

    Thomas A. Fanning Chairman, President and
Chief Executive Officer
April 15, 2022

3

Letter from our Independent Directors

Dear Fellow Stockholders:

As independent Directors, we strive to govern Southern Company in a prudent and transparent manner with a commitment to sound governance principles. We thank you for the trust you place in us.

Oversight of Strategy

The energy industry is changing, driven by the advent of new technologies as well as the focus on decarbonization by customers, investors and other stakeholders. Southern Company’s objective is to develop business strategies that help customers and communities shift to a new energy economy.

One of our Board’s primary responsibilities is overseeing Southern Company’s strategy of maximizing long-term value to stockholders through a customer-focused business model that prioritizes the provision of clean, safe, reliable and affordable energy. At each Board meeting and during our regular strategy sessions, we contribute to management’s strategic plan by engaging senior leadership in robust discussions about overall strategy, business priorities, long-term risks and growth opportunities.

In 2021, the Company made significant progress toward its net zero by 2050 goal by announcing plans to retire or repower with natural gas a significant portion of the system’s coal generating facilities, pending regulatory approval. The Board continues to work closely with management on this meaningful shift, with focus given to capital allocation for replacement capacity and grid enhancements, community and employee impacts and advocacy for policies to help mitigate the transition burden on customers.

A key element of Southern Company’s decarbonization strategy is the construction of Plant Vogtle Units 3 and 4. Once complete, these units are expected to serve customers with carbon-free electricity for the next 60 to 80 years. While the

Company made significant progress on the units in 2021, it also faced challenges leading to additional delays and cost increases. We are focused on our oversight of the project.

Board Composition and Governance

Board refreshment, Board diversity and meaningful Board succession planning are top of mind for our Board. Since March 2018, we have added five new independent Directors and six Directors have retired.

In 2021, we welcomed Kristine L. Svinicki to our Board. Ms. Svinicki brings nuclear, technology, energy policy, regulatory, cybersecurity and environmental experience and further strengthens our Board’s mix of skills, experiences and perspectives. Effective at the annual meeting, Juanita Powell Baranco will retire from the Board, and we thank her for her many years of dedicated service. The Board aims to further refresh its membership in the coming years, including a continued focus on diverse candidates, and has engaged a leading search firm to assist our evergreen search for Board candidates.

We fulfill our oversight responsibilities through our six standing committees and as a full Board. Each committee provides ongoing oversight for the most significant issues and risks designated to it, reports to the Board on its oversight activities and elevates review of key matters to the Board as appropriate. We continually assess committee structures and responsibilities to help ensure alignment with existing and emerging focus areas, including ESG, for our Company and industry. In this year’s proxy statement, we enhanced disclosure of the individual qualifications, skills, attributes and experience of our Directors to further demonstrate our efforts to maintain a fit-for-purpose Board.

4 Southern Company 2022 Proxy Statement

Letter from our Independent Directors

Diversity, Equity and Inclusion

We recognize that Southern Company’s talent is one of its greatest strengths, and the Company has a strong track record of employee engagement and retention. Workforce sustainability topics, including DE&I, are regularly discussed by the Board and its committees. As we think longer-term, we believe that a diverse, equitable and inclusive corporate culture brings broader perspectives, greater innovation, richer thinking and wider cultural bandwidth.

We also recognize the importance of racial equity and inclusion within the communities Southern Company serves. At a time of transformation in our industry, we believe that companies with a clear sense of purpose combined with a culture that embraces change, engages in healthy debate and encourages innovation will be the most adaptable.

Stakeholder Engagement

We maintain our focus on understanding and responding to the viewpoints of our investors and other stakeholders. We support management’s efforts to engage with a broad set of stakeholders and its recent enhancements to the Company’s ESG disclosures in response to stakeholder interest. On behalf of the Board, independent Directors also remain committed to direct engagement with our largest stockholders. In 2021 and early 2022, independent Directors directly engaged (without the CEO present) with stockholders representing over 25% of our outstanding shares.

Thank you for the trust you place in us. By helping management address near-term priorities and challenges while maintaining a long-term outlook, we are best able to support our common goal of creating enduring long-term value for customers, employees and stockholders alike. We are grateful for the opportunity to serve Southern Company on your behalf.

Dr. Janaki Akella	Juanita Powell Baranco	Henry A. Clark III	Anthony F. Earley, Jr.	David J. Grain
Colette D. Honorable	Donald M. James	John D. Johns	Dr. Dale E. Klein	Dr. Ernest J. Moniz
William G. Smith, Jr.	Kristine L. Svinicki	E. Jenner Wood III

5

Notice of Annual Meeting of Stockholders of Southern Company

	DATE AND TIME Wednesday, May 25, 2022 10:00 a.m., ET	Items of Business Stockholders are being asked to vote on the agenda items described below and to consider any other business properly brought before the 2022 annual meeting and any adjournment or postponement of the meeting. 1 Elect 13 Directors 2 Conduct an advisory vote to approve executive compensation, often referred to as a Say on Pay 3 Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022 4 Consider a stockholder proposal, if properly presented at the meeting
	PLACE The Lodge Conference Center at Callaway Gardens, 4500 Southern Pine Drive, Pine Mountain, Georgia 31822
	RECORD DATE Stockholders of record at the close of business on March 28, 2022 are entitled to attend and vote at the annual meeting. On that date, there were 1,063,221,621 shares of common stock of Southern Company outstanding and entitled to vote. On April 15, 2022, these proxy materials and our annual report are being mailed or made available to stockholders.

Every Vote is Important to Southern Company

We have created an annual meeting website at southerncompanyannualmeeting.com to make it easy to access our 2022 annual meeting materials. At the annual meeting website, you can find an overview of the items to be voted, the proxy statement and the annual report to read online or to download, as well as a link to vote your shares.

Even if you plan to attend the annual meeting and vote in person, please vote as soon as possible by internet or by telephone or, if you received a paper copy of the proxy form by mail, by signing and returning the proxy form.

VOTE BY MAIL If you received a paper copy of the proxy form by mail, you can mark, sign, date and return the proxy form in the enclosed, postage-paid envelope.	VOTE BY INTERNET OR TELEPHONE Voting by internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Internet www.proxyvote.com (24/7) Telephone 1-800-690-6903 (24/7)

By Order of the Board of Directors
April 15, 2022

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be held on May 25, 2022: The proxy statement and the annual report are available at investor.southerncompany.com.

6 Southern Company 2022 Proxy Statement

Our Company

We are one of America’s premier energy companies, with approximately 43,000 megawatts (MW) of electric generating capacity and 1,500 billion cubic feet of combined natural gas consumption and throughput volume serving 9 million customers through our subsidiaries, a competitive generation company serving wholesale customers across America and a nationally recognized provider of customized energy solutions, as well as fiber optics and wireless communications.

43,000 MW
of generating capacity

Capabilities in
50 States

9 Million
customers

More than
27,000
employees

7
electric & natural gas utilities

Major Subsidiaries
1.5 million electric utility customers	2.7 million electric utility customers	191,000 electric utility customers
12,400 MW of wholesale solar, wind, natural gas and clean alternative technology provider in 14 states	A national leader in distributed infrastructure technologies doing business nationwide	An innovative leader among the nation’s nuclear energy industry
Wireless communications service	4.3 million natural gas distribution customers across four state-regulated, wholesale and retail energy businesses and gas storage facilities in the U.S.
	►   Atlanta Gas Light (GA)	►   Nicor Gas (IL)
	►   Chattanooga Gas (TN)	►   Virginia Natural Gas (VA)

See the inside back cover of this proxy statement for a map of our service territories.

Our Strategy

We are one of America’s premier energy companies, delivering clean, safe, reliable and affordable energy to our electric and natural gas customers through our state regulated utilities. Our strategy is to maximize long-term value to stockholders through a customer-, community- and relationship-focused business model that is designed to produce sustainable levels of return on energy infrastructure.

Our Decarbonization Efforts  

Southern Company is committed to providing clean, safe, reliable and affordable energy, with a focus on reducing GHG emissions. Since 2007, coal-generated energy as a percentage of our energy mix has declined from 69% to 21%, and energy generated from carbon-free sources has more than doubled from 15% to 31%.

ANNUAL ENERGY MIX

►	Annual energy mix represents all of the energy the Southern Company system uses to serve its retail and wholesale customers during the year. It is not meant to represent delivered energy mix to any particular retail customer or class of customers. Annual energy mix percentages include non-affiliate power purchase agreements.
►	Renewables/Other category includes wind, solar, hydro, biomass and landfill gas.
►	With respect to certain renewable generation and associated renewable energy credits (RECs), to the extent an affiliate of Southern has the right to the RECs associated with renewable energy it generates or purchases, it retains the right to sell the energy and RECs, either bundled or separately, to retail customers and third parties.
►	Electric demand in 2020 was reduced by COVID-19 impacts and mild weather. Low natural gas prices in 2020 gave the natural gas generating fleet favorable economics relative to most coal units, displacing additional coal generation.

7

Our 2021 Performance

Our goal is to deliver long-term value to stockholders with appropriate risk-adjusted TSR. During 2021, retail sales recovered to pre-pandemic levels, Georgia Power made meaningful progress at Plant Vogtle Units 3 and 4, we notified state environmental agencies of our intention to retire a number of coal generation units and we executed our financial plan. Underpinning these successes is our commitment to excel at the fundamentals, which includes prioritizing customer service and focusing on the well-being of our employees.

Delivered Strong Financial Results and Created Value for Stockholders

►	We reported adjusted EPS above the top end of our guidance range for 2021. Weather-normalized retail sales recovered to 2019 pre-pandemic levels, commensurate with economic recovery from the COVID-19 pandemic in our service territories. In addition, we experienced strong customer growth bolstered by in-migration into the Southeast and we achieved constructive regulatory outcomes.
►	We increased our dividend for the 20th consecutive year, with a dividend yield as of year-end 2021 at 3.8%.
►	We continued to focus on our regulated businesses by divesting of non-core assets such as Sequent Energy and terminating investment in new pipeline construction.
►	We effectively executed our capital plan and maintained discipline around our credit metrics.

EARNINGS PER SHARE ($)	DIVIDENDS PAID PER SHARE ($)

For a reconciliation of adjusted EPS to EPS under GAAP, see page 108.

Demonstrated Progress Toward our Net Zero by 2050 Goal

Our strategy includes the continued development of a diverse portfolio of energy resources to serve customers and communities reliably and affordably with a focus on reducing GHG emissions.

►	The work of planning, transitioning and operating our system to meet our decarbonization goals will require continued active and constructive engagement with government officials, investors and a wide variety of other public and private stakeholders. Our success will require the support of policies that encourage and advance innovation while protecting the reliability, resiliency and affordability of the service we provide to our customers.
►	We made significant progress toward our interim goal to reduce GHG emissions by 50% from 2007 levels by 2030, as we move forward to our long-term goal of net zero by 2050. We reported that 2021 emissions were 47% below 2007 levels, and we expect to consistently achieve GHG reductions of greater than 50% as early as 2025, a full five years earlier than our interim goal.
►	In 2021, we indicated our intent to retire or repower with natural gas a significant portion of our remaining coal generating fleet. Pending regulatory approval, we expect to have only eight coal units remaining by the end of 2028, down from 66 in 2007, with further reductions expected by 2035.
►	We added 1,100 MW of renewable generation and energy storage in 2021, including projects at our regulated subsidiaries and Southern Power.
►	We continue to enhance our reporting on ESG topics, including climate-related disclosure aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations. We currently report all material Scope 1 and 2 emissions and have engaged an independent auditor to provide third-party verification for the years 2020 and 2021. We also continue to assess and expand Scope 3 reporting, including working with a consultant to better understand our upstream and downstream emissions from natural gas.

8 Southern Company 2022 Proxy Statement

Our 2021 Performance

Excelled at the Fundamentals

►	Our operating subsidiaries continued to rank in the top quartile on the Customer Value Benchmark Survey and were recognized among the most highly rated utilities for customer satisfaction by J.D. Power.
►	We remained focused on the reliability of our system and exceeded our targets for electricity generation, power delivery and gas pipelines.
►	We sustained outstanding operational performance throughout the year, with rapid service restoration following Winter Storm Uri. Mississippi Power’s storm team of approximately 1,000 linemen, engineers and support personnel safely and quickly restored power to its customers, with assistance from our Georgia Power and Alabama Power utilities. Our PowerSecure subsidiary, a leading developer, installer and operator of microgrids in the U.S., delivered 97.7% run-time reliability to its customers throughout Texas and the Southwest (including hospitals, nursing homes, military installations, data centers, municipalities and large industrial and retail customers).
►	We continued to enhance our cyber and physical security programs and operational resiliency through targeted technological deployments and all-hazards planning and testing.
►	We continued our long-term commitment to employee safety by concentrating efforts on safety processes, safety culture and risk reduction to prevent injuries. These programs resulted in a reduction to serious injuries and the best safety performance in our history. There were only 16 serious injuries during 2021 for our over 27,000 employees.

Continued Progress at Georgia Power’s Plant Vogtle Units 3 and 4 Construction Project

►	Our priority remains bringing Vogtle Units 3 and 4 safely online to provide Georgia with a reliable carbon-free energy resource for the next 60-80 years. We are committed to taking the time to “get it right” and will not sacrifice safety or quality to meet a schedule.
►	Major milestones were achieved during 2021, despite challenges at the site that led to schedule extensions.
►	We successfully completed Hot Functional Testing for Unit 3, which marked the last major milestone before Fuel Load and represents a significant step towards placing Unit 3 in service. Direct construction of Unit 3 is 99% complete as of January 31, 2022. At Unit 4, we completed the Integrated Flush process, achieved Initial Energization and began Open Vessel Testing. Direct construction on Unit 4 is 92% complete as of January 31, 2022.
►	Related to construction and productivity challenges, Georgia Power’s share of the total project capital cost forecast rose by $1.7 billion.

Emphasized Employee Well-Being

►	Our employees continued to feel the impact of the COVID-19 pandemic throughout 2021. Whether in the field or office, at home or in a hybrid posture, our employees delivered the highest level of customer service, despite significant winter and summer spikes in COVID-19 infection rates in our communities. We continued to dedicate significant resources, both directly and through our benefit plans, to help ensure the physical, financial, and emotional well-being of our workforce.
►	We enhanced training and workforce development opportunities to support employees at all levels and foster retention in an increasingly competitive landscape.
►	In 2021, we increased our efforts to recruit and develop diverse talent, with the goal of enhancing our ability to serve the diverse communities in our footprint. As part of our Moving to Equity framework, we instituted new system wide measures designed to prevent bias in recruiting and hiring practices.

Our TSR outperformed the Philadelphia Utility Index and the Dow Jones Industrial Average for the three-year period ended December 31, 2021. During 2021, we continued to deliver positive stockholder returns, and we have reliably demonstrated strong TSR performance over the long-term 25-year period, exceeding the other indices.

TOTAL SHAREHOLDER RETURN (ANNUALIZED)

	1-Year	3-Year	5-Year	25-Year
Southern Company	16.37%	21.07%	11.83%	11.84%
Philadelphia Utility Index	18.24%	15.44%	12.45%	9.64%
S&P 500 Index	28.68%	26.03%	18.44%	9.75%
Dow Jones Industrial Average	20.95%	18.47%	15.50%	9.63%
Source: Bloomberg using quarterly compounding as of December 31, 2021.

9

Our Environmental and Social Highlights

Our GHG Reduction Goals

We have set an interim goal to reduce system-wide GHG emissions by 50% by 2030 (from 2007 levels) and a long-term goal of net zero emissions by 2050. In 2021, we achieved a 47% reduction in GHG emissions relative to 2007 levels. We expect to sustainably reach our 50% reduction goal as early as 2025.

We believe our path to net zero will be achieved through:

►	Continued coal transition	►	Negative carbon solutions
►	Utilization of natural gas to enable fleet transition	►	Enhanced energy efficiency initiatives
►	Further growth in portfolio of zero-carbon resources	►	Continued investment in R&D focused on clean energy technologies

During 2021, we indicated our intent to repower or retire a significant portion of our remaining coal generating fleet. By the end of 2028, pending regulatory approval, we expect to have eight coal units remaining, down from 66 in 2007, with further reductions anticipated by 2035.

Our Progress		Our Goals
2007	2021	2030	2050
GHG Emissions	47%	50%	Net Zero
Baseline	Reduction	Reduction	GHG Emissions

Protecting our Workforce

Over the past two years, our nation faced a global health pandemic, an economic downturn and social and political unrest. These events placed mental, physical and financial burdens on many of our employees. We faced each issue head-on and established a robust communication pipeline that kept employees informed and updated about issues facing the Company and the community.

►	In response to the unprecedented pandemic, we developed a COVID-19 Working Safely Playbook for Southern Company subsidiaries that was ultimately leveraged and deployed by several peer utilities. We continue to update this reference as we have learned more information about COVID-19 and how our workforce will coexist with it for the foreseeable future. Key elements included extensive CDC- and OSHA-compliant safety programs at our operational sites, coverage of all COVID-19 testing through our benefit plans, emotional and physical well-being toolkit and tips on maintaining an inclusive workplace while working from home.
►	We continued to leverage our existing innovative and comprehensive benefit programs and technologies for quick and easy remote access to physical, mental and financial help.
►	Throughout the year, we held regular town hall meetings that were led by the CEOs of our operating subsidiaries to facilitate ongoing and transparent communication with our employees. These town hall meetings often provided employees an opportunity to engage directly with leadership in Q&A sessions.
►	We helped ensure that leaders and our workforce were equipped to make the most of hybrid work settings through customized resources including training for managers and individual contributors that cover topics such as performance management, team building, and communication.
►	Through our enterprise-wide Voice of the Employee engagement survey, we continued to monitor employee engagement and sentiment, which remains stable compared to pre-pandemic surveys and above external benchmarks.

10 Southern Company 2022 Proxy Statement

Our Environmental and Social Highlights

We are a Citizen Wherever We Serve

We are committed to supporting and improving our communities while conducting business with honesty, integrity and fairness. Our commitments to safety, outreach and engagement allowed us to quickly respond to needs in our communities arising from the pandemic.

►	Our operating companies worked closely with customers offering special payment plans for those with past-due account balances and delaying disconnects.
►	We implemented health protocols that helped our field employees protect themselves, our customers and communities while continuing to provide essential electric and gas services and maintain reliability.

Our Commitment to Equity

In 2021, we strengthened our holistic approach to diversity, equity and inclusion and focused on building a healthy and diverse culture. We are proud of our ongoing commitment to foster racial and social justice in the communities we serve. We are committed to be a role model among companies forging change.

Following events in 2020 and 2021 highlighting racial and social injustice in our society, we have developed our Moving to Equity framework, posted on our website, which confirms our collective commitment to diversity, equity and inclusion. Key efforts include:

►	Talent: Committing to a diverse, equitable and inclusive workplace to better serve our customers and communities; increase and improve outreach, recruitment, hiring and retention of diverse groups at all levels of the workforce; help ensure equity in leadership development programs; and seek diverse candidate slates for all positions, including management roles
►	Work Environment: Committing to promote an actively anti-racist culture and to help ensure that all groups, and especially historically underrepresented and marginalized groups, are well-represented, included and fairly treated within all levels of the organization and that everyone feels welcomed, valued and respected
►	Community Investment and Social Justice: Committing $225 million through 2025 to advance racial equity and social justice in our communities with a focus on criminal justice, economic empowerment and the advancement of educational equality and energy justice
►	Political Engagement: Advocating for racial equity through our political engagement, policy positions and ongoing public dialogues
►	Supplier Diversity: Aiming to increase our minority business enterprise spend to 20% and total diverse spend to 30% by 2025 and committing to developing and doing business with more Black-owned businesses in our industry and communities

$1.5 billion

in diverse spend

We spend approximately $1.5 billion annually with diverse suppliers, representing approximately 25% of sourceable procurement spend.

>$110 million

in total giving for 2021

We make direct corporate contributions and endow and fund independent, non-profit company foundations that contribute to arts and culture, health and human services, civic and community projects, safety, education and the environment. Included in our total for 2021 was $66 million for social justice-related initiatives.

200,000

volunteer hours

In an average year, our retirees and employees dedicate approximately 200,000 hours of volunteer service to improve the communities we serve.

Our recently published 2021 Transformation Report chronicles the progress we are making through our Moving to Equity framework.

11

Our Environmental and Social Highlights

Our Commitment to Transparency

We recognize the value our investors and stakeholders place on transparency. Over the past year, we enhanced a number of ESG disclosures that are important to our stakeholders. Our website includes disclosure aligned to TCFD, the standards of the Sustainability Accounting Standards Board (SASB) and the Edison Electric Institute ESG/Sustainability Reporting Template. During 2021, we also began disclosing aggregated workforce representation data from our EEO-1 reports and have committed to update the disclosure annually. In early 2022, we enhanced our transparency around political engagement and expenditures.

In March 2022, we launched an enhanced Sustainability section on our website highlighting our ongoing efforts across our core sustainability priorities: Net Zero and Environmental Priorities; Reliability, Resilience and Affordability; Innovation; Workforce Sustainability; Diversity, Equity and Inclusion; and Community Relationships.

We actively review reports and ratings issued by ESG data providers and identify disclosures that can inform their analyses. As a result of these efforts, we have seen an increase in our ratings over the past few years.

►

We received an A rating from MSCI.

►

We earned a score of A- from the CDP Climate Change Disclosure for our environmental transparency and leadership within the North America region and thermal power generation sector. This represents a significant improvement since we restarted reporting to CDP in 2018. Additionally, we are one of only 12 companies in our sector worldwide to have attained a score of A- in 2021. No companies within our sector attained an A score.

We continue to engage with our investors and stakeholders to focus on providing meaningful and transparent disclosures.

Our Sustainable Financing Framework

In January 2021, we became the first large cap utility in the U.S. to publish a Sustainable Financing Framework, and across 2021 our subsidiaries issued or priced Green, Social and Sustainable bonds totaling $1.85 billion in principal amount. This framework highlights Southern’s ongoing commitment to a wide range of sustainability and social issues and should allow us to leverage our work in these areas to help optimize our balance sheet and benefit customers.

►	In January 2021, Southern Power issued a $400 million green bond with net proceeds allocated to fund development of its robust renewable energy portfolio.
►	In February 2021, Georgia Power issued a $750 million sustainability bond, the first for a U.S. domestic utility. With net proceeds allocated to fund sustainable projects such as spending with diverse and small business suppliers and investments in renewable energy projects, the bond aligns with our ongoing commitments to the community and the continued growth of Georgia Power’s solar portfolio, one of the largest voluntary renewable portfolios in the country.
►	In June 2021, Mississippi Power issued a $325 million sustainability bond with net proceeds to be allocated to fund sustainable projects such as spending with diverse and small business suppliers and investments in renewable energy projects.
►	In August 2021, Nicor Gas priced a $375 million social bond, the first for a utility in the U.S. private placement market. With up to a 14-month delayed draw period, the net proceeds will be allocated to fund spending with diverse and small business suppliers.

$5.3 billion

in green, social or sustainability bonds

Since 2015, the Southern Company system has issued or priced a combined total of nearly $5.3 billion in green, social or sustainability bonds, which ranked within the top five among all U.S. corporate non-financial ESG-labeled bond issuers as of the end of 2021.

12 Southern Company 2022 Proxy Statement

Our Environmental and Social Highlights

Our Human Capital Pillars

Diversity, Equity & Inclusion

We are committed to a diverse, equitable and inclusive workplace in order to best serve the diverse communities in our footprint. Our diversity, equity and inclusion (DE&I) efforts promote an inclusive and actively anti-racist culture as we strive to create a workplace where everyone feels welcomed, valued and respected, and all groups are well-represented, included and fairly treated within all levels of the organization.

We launched our Moving to Equity framework in 2020 that focuses on five key areas: talent, workplace environment, community investment and social justice, political engagement and supplier diversity. We recently published our 2021 Transformation Report to outline how we have and will continue to hold ourselves accountable in Moving to Equity.

Rewards & Well-Being

We invest in the well-being and engagement of our employees through a comprehensive total rewards strategy which includes compensation, benefits and employee well-being. Our well-being strategy focuses on:

►	Physical Well-Being: Providing employees with access to preventive care, wellness programs and healthcare.
►	Financial Well-Being: Helping employees with financial wellness across all stages of their career, as well as in retirement.
►	Emotional/Social Well-Being: Supporting employees’ emotional wellness and helping them to be fully engaged in life, family, their community and at work.

Our strategy helps to ensure all employees are paid market competitive salaries, are treated equitably (through regular pay equity, pay gap and glass ceiling studies), are eligible for annual incentive awards and have access to health and retirement benefits and best-in-class well-being programs.

Workforce Sustainability

We are meeting the evolving needs of the energy industry by developing a diverse, qualified and sustainable workforce to support community growth and inclusive economic development. We focus on having the right people with the right skills who perform their jobs safely to meet current and future business needs through collaboration with labor unions, skills training and targeted community and education partnerships. These efforts benefit the communities we serve and help provide sustainable jobs.

► Safety First: We believe the safety of our employees and customers is paramount. We strive to perform and maintain every job, every day, safely. We demonstrate Safety First by focusing on safety risk mitigation, meeting and exceeding applicable laws and regulations and investing in research and cutting-edge safety technologies and processes.

13

Our Environmental and Social Highlights

 

Talent Development

The development of talent is a priority as we consider it critical to employee readiness, engagement and retention. Our talent processes include robust talent identification based on updated leadership competencies, specialized assessments and development, thorough succession planning and successful career planning and placement.

►	We focus development on business imperatives: inclusivity, emotional intelligence, innovation and business execution.
►	Our custom internal programs, external partnerships and online resources provide career and leadership development opportunities for employees at all levels, from individual contributors to senior leaders, supporting personal growth and career progression.
►	Through a dynamic succession planning process and strategic external hiring, we help to ensure a well-qualified and diverse pipeline of leaders.

Community

Our employees are inextricably woven into the communities we are privileged to serve. Retirees and employees across our subsidiaries on average dedicate approximately 200,000 hours of volunteer service annually to support and improve our communities. In 2021, our system’s charitable giving totaled over $110 million, including giving to social justice-related initiatives of $66 million. We also form partnerships with businesses, academic and other STEM institutions, charities and government bodies. The Southern Company system and its charitable foundations are committing $225 million through 2025 to advance racial equity and social justice in our communities.

Our Commitment to Human Rights

Southern Company’s foundation is built on being a citizen wherever we serve. We are committed to conducting business with honesty, integrity and fairness.

Southern Company provides energy for the community’s quality of life and economic growth. We are dedicated to public service and setting the standard for corporate citizenship. We respect fundamental human rights to improve our communities, the lives of our employees and other stakeholders.

►	We provide a safe, diverse, equitable and inclusive work environment
►	We respect the integrity, dignity and rights of individuals and communities
►	We respect employees’ rights to collective bargaining, freedom of association, equal protection before the law and non-discrimination
►	We prohibit all forms of forced or compulsory labor, child labor and other human rights abuses

Our commitment to human rights is embodied in Our Mission, Our Values, Our Code of Ethics and in our policies and practices. Our employees, suppliers and partners are expected to act in a manner consistent with Our Values, Our Code of Ethics and U.S. and international law. These commitments are consistent with the general principles of the United Nations Declaration of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work.

Commitment to Human Rights

Our Values and Code of Ethics

Policies and Practices

14 Southern Company 2022 Proxy Statement

Our Environmental and Social Highlights

Significant Recognition for our Accomplishments

From innovating our industry to making strides in sustainable energy, human capital management and corporate culture, we are recognized as a leader by customers, partners, investors and employees as well as the broader business, science and technology communities.

Human Capital and Corporate Culture No. 2 Best Large Employer in America for 2022 by Forbes Among the Top 50 Companies for Diversity by DiversityInc. (6th consecutive year) 2021 Best Employer for Veterans by The Military Times 2021 Best Places to Work for Disability Inclusion by The Disability Equality Index (100% score for the 5th consecutive year) Southern Company recognized in The Wall Street Journal Management Top 250 Listed on the 2021 Seramount Inclusion Index (formerly Diversity Best Practices Index) A 2021 Best Place to Work for LGBTQ Equality by Human Rights Campaign’s Corporate Equality Index and maintained a 100% rating (6th consecutive year) 2021 Best Places to Work in IT by IDG’s Computerworld 2021 Excellence and Innovation Award from Pensions & Investments for outstanding financial literacy and financial well-being programs for Company employees 2021 DiversityInc Top Companies for Black Executives, Employee Resource Groups, Supplier Diversity, Board of Directors and ESG	Customer Satisfaction Georgia Power and Nicor Gas named as 2021 Most Trusted Utility Brands and Chattanooga Gas named as 2021 Most Trusted Business Partners in the utility industry by The Cogent Syndicated Utility Trusted Brand & Customer Engagement™: Business study from Escalent Governance & Leadership 2022 World’s Most Admired Companies by FORTUNE magazine for the 11th consecutive year 2021 Most Transparent Utility, No. 1 for Best Proxy Statement in Labrador’s 2021 Transparency Awards Five executives recognized in the 2022 Atlanta 500 for Government & Infrastructure, a list of the city’s top leaders, by Atlanta Magazine Safety, Innovation & Technology Georgia Power won the 2021 Industrial Innovation Award from the South Metro Development Outlook Conference for extraordinary support of businesses and organizations that serve the South Metro Region (includes the counties of Clayton, Coweta, Douglas, Fayette, Henry, and South Fulton counties and southern portion of the city of Atlanta) Kim Greene, Chairman and CEO of Southern Company Gas, received the 2022 Thomas F. Farrell, II Safety Leadership and Innovation Award from the Edison Electric Institute (EEI)	Sustainability & Community Partnerships The National Association of Secretaries of State recognized Mississippi Power with the Medallion Award in 2021 for efforts following Hurricane Zeta to ensure polling locations had power and to facilitate absentee voting for visiting crews assisting with restoration EEI awarded the Emergency Response Award to Alabama Power for power restoration efforts in Texas after Hurricane Nicholas during 2021 NAACP Alabama State Conference named Alabama Power as the 2021 Corporate Partner of the Year Virginia Oil and Gas Association awarded the 2021 Community Outreach Award to Virginia Natural Gas Alabama Power, PowerSecure and Southern Company received the 2021 Top Project from Environment + Energy Leader for Alabama Power’s Smart Neighborhood Project Georgia Department of Natural Resources’ Wildlife Resources Division awarded the 2021 Forestry for Wildlife Partnership to Georgia Power in recognition of its stewardship and land management practices At the Annual International Business Awards, Alabama Power received a 2021 Gold Stevie, the highest award, in the utilities category and a 2021 Silver Stevie in the energy category for its 2020 web-based corporate sustainability report

15

Proxy Voting Roadmap

Item 1: Election of 13 Directors

► The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 13 of the 14 of the Directors currently serving for re-election to the Southern Company Board of Directors.

►	Janaki Akella	►	Thomas A. Fanning	►	Donald M. James	►	Ernest J. Moniz	►	Kristine L. Svinicki
►	Henry A. Clark Ill	►	David J. Grain	►	John D. Johns	►	William G. Smith, Jr.	►	E. Jenner Wood Ill
►	Anthony F. Earley, Jr.	►	Colette D. Honorable	►	Dale E. Klein

►	Each nominee holds or has held senior executive positions, maintains the highest degree of integrity and ethical standards and complements the needs of the Company and the Board.
►	Through their positions, responsibilities, skills and perspectives, which span various industries and organizations, these nominees represent a Board of Directors that is diverse and possesses appropriate collective qualifications, skills, knowledge and experience.

✔ The Board recommends a vote FOR each nominee for Director è See page 17

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

►	We believe our compensation program provides the appropriate mix of fixed and at-risk compensation.
►	The short- and long-term performance-based compensation program for our CEO ties pay to Company performance, rewards achievement of financial and operational goals, relative TSR and progress on meeting our GHG reduction goals, encourages individual performance that is in line with our long-term strategy, is aligned with stockholder interests and remains competitive with our industry peers.

✔ The Board recommends a vote FOR this proposal è See page 49

Item 3: Ratify the Independent Registered Public Accounting Firm for 2022

►	The Audit Committee appointed Deloitte & Touche as our independent registered public accounting firm for 2022.
►	This appointment is being submitted to stockholders for ratification.

✔ The Board recommends a vote FOR this proposal è See page 98

Item 4: Vote on a Stockholder Proposal

► We have been advised that a stockholder proposal regarding simple majority vote is intended to be presented at the annual meeting.

✔ The Board recommends a vote FOR this proposal è See page 99

16 Southern Company 2022 Proxy Statement

ITEM	Election of 13 Directors	✔
1	►  The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 13 of the 14 of the Directors currently serving for re-election to the Southern Company Board of Directors.	The Board recommends a vote FOR each nominee for Director
	►  Janaki Akella ►  Henry A. Clark Ill ►  Anthony F. Earley, Jr. ►  Thomas A. Fanning ►  David J. Grain ►  Colette D. Honorable ►  Donald M. James ►  John D. Johns ►  Dale E. Klein ►  Ernest J. Moniz ►  William G. Smith, Jr. ►  Kristine L. Svinicki ►  E. Jenner Wood Ill
	►  Each nominee, if elected, will serve until the 2023 annual meeting of stockholders. ►  The proxies named on the proxy form will vote each properly executed proxy form for the election of the 13 Director nominees, unless otherwise instructed. If any named nominee becomes unavailable for election, the Board may substitute another nominee. In that event, the proxy would be voted for the substitute nominee unless instructed otherwise on the proxy form.

17

18 Southern Company 2022 Proxy Statement

Southern Company Board of Director Nominees

19

Southern Company Board of Director Nominees

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 that they align with the Company’s long-term strategy. The most important of these are described below.

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.

	Public Company CEO Experience		Audit Committee Financial Expert
Experience serving as a public company CEO with strong business acumen and judgment.		Experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor of a public company or experience actively supervising such person or persons. Experience preparing, auditing, analyzing or evaluating public company financial statements and an understanding of a company’s internal controls and procedures for financial reporting.
	Geographic Regional		National Security Clearance		Southern Operating Company Board Experience
Understanding and experience working in the business and political environment of the Company’s residential, commercial and industrial customer base.		Holding active national security clearances such that one can provide effective oversight on key securities issues for the Company as an important component of U.S. critical infrastructure.		Experience serving on the board of directors of one of the Company’s operating companies.
	Business Integration		Environmental
Demonstrated leadership and operational experience with the integration and disposition of business divisions.		Exposure and understanding of oversight of environmental policy, regulation, risk and business operation matters in highly regulated industries. Experience reducing environmental risks to provide safe, reliable and responsible business operations. An in-depth understanding of the risks and opportunities for an organization in a low-carbon future.
	Cybersecurity		Finance/Banking		Major Projects
Experience and contemporary understanding of asymmetrical cyber threats (both to private and governmental actors), risk mitigation and policy gained through operational experience.		Exposure to deal-making (including in M&A), financial plans and programs and capital allocation experience, and familiarity with Wall Street and/or other major financial institutions.		Experience overseeing, managing or advising on large scale capital projects in the industrial sector. Knowledge of creating long-term value through the financing of and capital allocation for the construction of large-scale capital projects.
	Nuclear		Government Affairs and Regulatory
Deep knowledge and experience in the construction, operations and regulation of nuclear energy.		Exposure to heavily regulated industries, having worked in public policy for a significant institution or leading a corporate function (e.g., government affairs) that influences the public policy and regulatory process, or a senior executive with experience directly managing one or more members of management engaged in such activities.
	Utility Operations		Technology (Digital)		Technology (Technical)
Experience in the management of electric and/ or natural gas utilities, including expertise in electric power generation and transmission facilities and natural gas distribution and storage facilities, and proven experience navigating the risks (including financial, resiliency, health, safety and environmental) associated with utility operations.		Demonstrated experience leading digital technology strategy, navigating associated disruption of legacy businesses and/or expertise in social media strategy, including knowledge of data analytics and associated IT infrastructure investments to support digital transformation.		Deep knowledge and experience working with power generation technology, as well as an understanding of recent innovations in utility operational technology and technology disruptions affecting the utility industry.

20 Southern Company 2022 Proxy Statement

Southern Company Board of Director Nominees

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21

Southern Company Board of Director Nominees

Biographical Information about our Nominees for Director

	Janaki Akella  INDEPENDENT
	Digital Transformation Leader, Google LLC
	Age: 61 Director since: January 2019	Board committees: Business Security and Resiliency; Operations, Environmental and Safety Other public company directorships: None
DIRECTOR HIGHLIGHTS Dr. Akella’s qualifications include electrical engineering experience and knowledge, global business technology, data and analytics expertise and cybersecurity matters knowledge. Her understanding and involvement with technology market disruptions is particularly valuable to the Board as the Southern Company system continues to develop innovative business strategies.	►Dr. Akella serves as the Digital Transformation Leader of Google LLC, a multinational technology company specializing in internet-related products, a position she has held since 2017. At Google, Dr. Akella addresses challenges and complex technical issues arising from new technologies and new business models. ►Prior to joining Google, Dr. Akella held a number of leadership positions during a 17-year career at McKinsey & Company, where she most recently served as principal. She led and contributed to over 100 consulting engagements in North America, Europe, Asia and Latin America with multiple project teams and client executives. She began her career with Hewlett-Packard as a member of the system technology technical staff, engineer scientist and technical contributor. ►She previously served on the Boards of the Guindy College of Engineering North American Alumni and the Churchill Club.

	Henry A. “Hal” Clark III  INDEPENDENT
	Senior Advisor of Evercore Inc. (retired)
	Age: 72 Director since: October 2009	Board committees: Audit Other public company directorships: None
DIRECTOR HIGHLIGHTS Mr. Clark’s qualifications include finance and capital allocation knowledge and experience, risk management experience, mergers and acquisitions experience and investment advisory experience specific to the power and utilities industries. The skills Mr. Clark developed with his extensive involvement in strategic mergers and acquisitions and capital markets transactions are particularly valuable to the Board as the Southern Company system continues to finance major capital projects.	►Mr. Clark was a Senior Advisor with Evercore Inc. (formerly Evercore Partners Inc.), a global independent investment advisory firm, from August 2011 until his retirement in December 2016. As a Senior Advisor, Mr. Clark was primarily focused on expanding advisory activities in North America with a particular focus on the power and utilities sectors. ►With more than 40 years of experience in the global financial and the utility industries, Mr. Clark brings a wealth of experience in finance and risk management to his role as a Director. ►Prior to joining Evercore, Mr. Clark was Group Chairman of Global Power and Utilities at Citigroup, Inc. from 2001 to 2009. He joined Lexicon Partners, LLC in July 2009, which Evercore Partners subsequently acquired in August 2011. ►His work experience includes numerous capital markets transactions of debt, equity, bank loans, convertible securities and securitization, as well as advice in connection with mergers and acquisitions. He also has served as policy advisor to numerous clients on capital structure, cost of capital, dividend strategies and various financing strategies. ►He has served as Chair of the Wall Street Advisory Group of the Edison Electric Institute.

22 Southern Company 2022 Proxy Statement

Southern Company Board of Director Nominees

	Anthony F. “Tony” Earley, Jr.  INDEPENDENT
	Chairman, President and Chief Executive Officer, PG&E Corporation (retired)
	Age: 72 Director since: January 2019	Board committees: Nominating, Governance and Corporate Responsibility (Chair); Operations, Environmental and Safety Other public company directorships: Ford Motor Company
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. Mr. Earley is a member of the Board of Directors of Ford Motor Company and serves as Lead Outside Director and on the Compensation (chairman), the Nominating and Governance and the Sustainability and Innovation Committees. He previously served on the Board of Directors of DTE Energy, PG&E Corporation, Comerica Incorporated, Masco Corporation and Long Island Lighting Company. ►He previously served on the executive committees of the Edison Electric Institute and the Nuclear Energy Institute and served on the Board of the Electric Power Research Institute.

	Thomas A. Fanning
	Chairman of the Board, President and Chief Executive Officer of Southern Company
	Age: 65 Director since: December 2010	Board committees: None Other public company directorships: Vulcan Materials Company
DIRECTOR HIGHLIGHTS Mr. Fanning’s qualifications include public company CEO experience and electric and natural gas industry knowledge and experience, including nuclear and new technology matters, cybersecurity matters, environmental matters and governmental affairs and financial expertise. His deep knowledge of the Company, based on 40 years of service, as well as his civic participation on a local and national level, are valuable to the Board.	►Mr. Fanning has held numerous leadership positions across the Southern Company system during his 40 years with the Company. He served as Executive Vice President and Chief Operating Officer of the Company from 2008 to 2010, leading the Company’s generation and transmission, engineering and construction services, research and environmental affairs, system planning and competitive generation business units. He served as the Company’s Executive Vice President and Chief Financial Officer from 2003 to 2008, where he was responsible for the Company’s accounting, finance, tax, investor relations, treasury and risk management functions. In those roles, he also served as the chief risk officer and had responsibility for corporate strategy. ►He served as the co-chair of the Electricity Subsector Coordinating Council, the principal liaison between the federal government and the electric power sector to protect the integrity of the national electric grid. His leadership in the cybersecurity area was recognized by the U.S. Senate in 2019 with an appointment to the Cyberspace Solarium Commission, a group developing a protection strategy for the cyberspace interests of the United States. In 2021, the Cybersecurity and Infrastructure Security Agency appointed Mr. Fanning as chairman of the agency’s newly formed Cybersecurity Advisory Committee, a group that provides recommendations on cybersecurity programs and policies. ►Mr. Fanning is a Director of Vulcan Materials Company, serving as a member of the Audit Committee and the Compensation Committee. He served on the Board of Directors of the Federal Reserve Bank of Atlanta from 2012 to 2018 and is a past chairman. ►He also served on the Board of Directors for the St. Joe Company, a real estate developer and asset manager, from 2005 to 2011.

23

Southern Company Board of Director Nominees

	David J. Grain   LEAD INDEPENDENT DIRECTOR
	Chief Executive Officer and Managing Director, Grain Management, LLC (Grain Management)
	Age: 59 Director since: December 2012	Board committees: Finance; Nominating, Governance and Corporate Responsibility Other public company directorships: Dell Technologies, New Fortress Energy LLC, Catalyst Partners Acquisition Corporation
DIRECTOR HIGHLIGHTS Mr. Grain’s qualifications include capital allocation expertise, financial expertise, major capital projects knowledge and experience, technology innovations knowledge and experience and risk management experience. Mr. Grain’s knowledge and involvement managing large and small businesses and raising and managing investor capital, particularly in a regulated industry, is also valuable to the Board.	►Mr. Grain is the Chief Executive Officer of Grain Management, a private equity firm focused on global investments in the media and communications sectors, which he founded in 2006. With headquarters in Washington, D.C. and offices in New York City, New York and Sarasota, Florida, the firm manages capital for a number of the country’s leading academic endowments, public pension funds and foundations. ►Mr. Grain also founded and was Chief Executive Officer of Grain Communications Group, Inc. ►Prior to founding Grain Management, he served as President of Global Signal, Inc., Senior Vice President of AT&T Broadband’s New England Region and Executive Director in the High Yield Finance Department at Morgan Stanley. ►Mr. Grain was appointed by President Obama in 2011 to the National Infrastructure Advisory Council. ►He previously served as Chairman of the Florida State Board of Administration Investment Advisory Council as an appointee of former Governor Charlie Crist, where he provided independent oversight of the state board’s funds and major investment responsibilities, including investments for the Florida Retirement System programs. ►Mr. Grain is a Director of Dell Technologies, New Fortress Energy LLC and Catalyst Partners Acquisition Corporation (a special purpose acquisition corporation). ►He is currently a member of the Advisory Board of the Amos Tuck School of Business Administration at Dartmouth College and is a Trustee of the Brookings Institution.

	Colette D. Honorable   INDEPENDENT
	Partner at Reed Smith LLP and former Commissioner of the Federal Energy Regulatory Commission (FERC)
	Age: 52 Director since: October 2020	Board committees: Business Security and Resiliency; Finance Other public company directorships: None
DIRECTOR HIGHLIGHTS Ms. Honorable’s qualifications include extensive energy policy and regulatory experience as a highly regarded thought leader and legal practitioner in the domestic and international energy sectors. Her legal experience along with her leadership and deep industry expertise demonstrated as a former FERC Commissioner, past Chair of the Arkansas Public Service Commission and past president of the National Association of Regulatory Utility Commissioners are all valuable to our Board.	►Ms. Honorable serves as a Partner at Reed Smith LLP, a law firm, where she is a member of the firm’s Energy and Natural Resources Group and leads the energy regulatory practice. Based in Washington, D.C., Honorable serves as a member of the firm’s Global Executive Committee, Women’s Initiative Network, Sustaining and Training African Americans business inclusion group and Environmental, Social and Governance group. ►Nominated by President Barack Obama in August 2014 and unanimously confirmed by the U.S. Senate, Ms. Honorable served as a FERC Commissioner from January 2015 to June 2017. FERC is an independent U.S. federal agency that regulates the wholesale sale of electricity, natural gas and oil in interstate commerce and reviews and licenses projects in the energy market. ►Prior to joining FERC, she joined the Arkansas Public Service Commission (PSC) as a Commissioner in 2007, served as interim Chair in 2008 and led the PSC as chair from January 2011 to January 2015. ►Ms. Honorable served as president of the National Association of Regulatory Utility Commissioners from 2013 to 2014, becoming that organization’s first African American president. ►Her experience includes service in several state government executive roles, including chief of staff to the Arkansas Attorney General, a member of the Governor’s cabinet and a special judge of the Pulaski County Circuit Court. ►Ms. Honorable is a senior fellow with the Bipartisan Policy Center, an ambassador for the Department of Energy Clean Energy Education & Empowerment Initiative and serves on the global advisory board of Energy Futures Initiative and strategic advisory board for the Energy Regulators Regional Association.

24 Southern Company 2022 Proxy Statement

Southern Company Board of Director Nominees

	Donald M. James   INDEPENDENT
	Chairman of the Board and Chief Executive Officer of Vulcan Materials Company (retired)
	Age: 73 Director since: December 1999	Board committees: Compensation and Management Succession; Finance Other public company directorships: None
DIRECTOR HIGHLIGHTS Mr. James’ qualifications include public company CEO experience, a legal background as a former public company general counsel and an understanding of corporate governance, risk management, major capital projects and environmental matters. Mr. James brings important perspectives on management, operations and strategy from his experience as the former chief executive officer of a public company.	►Mr. James joined Vulcan Materials Company, a producer of aggregate and aggregate-based construction materials, in 1992 as Senior Vice President and General Counsel. He next became President of the Southern Division, followed by Senior Vice President of the Construction Materials Group, and then President and Chief Operating Officer. In 1997, he was elected Chairman and Chief Executive Officer. Mr. James retired from his position as Chief Executive Officer of Vulcan Materials Company in July 2014 and Executive Chairman in January 2015. He retired in December 2015 as Chairman of the Board of Directors of Vulcan Materials Company. ►Prior to joining Vulcan Materials Company, Mr. James was a partner at the law firm of Bradley, Arant, Rose & White for 10 years. ►Mr. James is a former director of Vulcan Materials Company, Wells Fargo & Company, Protective Life Corporation, SouthTrust Corporation and Wachovia Corporation. ►Mr. James is a Trustee of Children’s of Alabama, where he serves on the Executive Committee and the Compensation Committee.

	John D. Johns   INDEPENDENT
	Senior Advisor at Blackstone Inc. (Blackstone) and former Chairman and Chief Executive Officer of Protective Life Corporation (Protective Life)
	Age: 70 Director since: February 2015	Board committees: Compensation and Management Succession (Chair); Finance Other public company directorships: Genuine Parts Company and Regions Financial Corporation
DIRECTOR HIGHLIGHTS Mr. Johns’ qualifications include public company CEO experience, financial expertise, capital allocation experience and risk management experience in a highly-regulated industry. His legal background as the former general counsel of a large energy public holding company that included natural gas operations and his prior service for over a decade on the Board of Directors of Alabama Power are also of significant value to the Board.	►Mr. Johns has served as a Senior Advisor at Blackstone, an investment firm, since April 2022. ►He retired in 2020 as Chairman, DLI North America Inc., the oversight company for Protective Life, a provider of financial services through insurance and investment products. ►He served as Chairman and Chief Executive Officer of Protective Life from 2002 to 2017 and President from 2002 to January 2016. He joined Protective Life in 1993 as Executive Vice President and Chief Financial Officer. ►Before his tenure at Protective Life, Mr. Johns served as general counsel of Sonat, Inc., a diversified energy company. ►Prior to joining Sonat, Inc., Mr. Johns was a founding partner of the law firm Maynard, Cooper & Gale, P.C. ►He previously served on the Board of Directors of Alabama Power from 2004 to 2015. During his tenure on the Alabama Power Board, he was a member of the Nominating and Executive Committees. ►He is a member of the Boards of Directors of Regions Financial Corporation, where he is Chairman of the Risk Committee and a member of the Executive Committee, and Genuine Parts Company, where he serves as Lead Independent Director and chairs the Compensation, Nominating and Governance 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.

25

Southern Company Board of Director Nominees

	Dale E. Klein   INDEPENDENT
	Associate Vice Chancellor of Research of the University of Texas System and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission
	Age: 74 Director since: July 2010	Board committees: Business Security and Resiliency; Compensation and Management Succession; Operations, Environmental and Safety (Chair) Other public company directorships: Pinnacle West Capital Corporation and Arizona Public Service Company
DIRECTOR HIGHLIGHTS Dr. Klein’s qualifications include expertise in nuclear energy research, regulation, safety and technology, as well as experience in environmental matters and governmental affairs. His senior leadership skills demonstrated as the Chairman of the U.S. Nuclear Regulatory Commission are also important to the Board.	►Dr. Klein was Commissioner from 2006 to 2010 and Chairman from 2006 through 2009 of the U.S. Nuclear Regulatory Commission, the federal agency responsible for regulation of nuclear reactor materials and safety. He also served as Assistant to the Secretary of Defense for Nuclear, Chemical and Biological Defense Programs from 2001 through 2006. ►Dr. Klein has more than 40 years of experience in the nuclear energy industry. ►Dr. Klein began his career at the University of Texas in 1977 as a professor of mechanical engineering, which included a focus on the university’s nuclear program. He spent 33 years in various teaching and leadership positions, including Director of the nuclear engineering teaching laboratory, Associate Dean for research and administration in the College of Engineering and Vice Chancellor for special engineering programs. ►He serves on the Audit and Nuclear and Operating Committees of Pinnacle West Capital Corporation, an Arizona energy company, and is a member of the Board of Pinnacle West Capital Corporation’s principal subsidiary, Arizona Public Service Company.

	Ernest J. Moniz   INDEPENDENT
	Cecil and Ida Green Professor of Physics and Engineering Systems Emeritus, Special Advisor to the President of Massachusetts Institute of Technology (MIT) and former U.S. Secretary of Energy
	Age: 77 Director since: March 2018	Board committees: Business Security and Resiliency (Chair); Nominating, Governance and Corporate Responsibility; Operations, Environmental and Safety Other public company directorships: None
DIRECTOR HIGHLIGHTS Dr. Moniz’s qualifications include senior leadership experience, energy industry experience, nuclear expertise and cybersecurity matters knowledge. Having served as U.S. Secretary of Energy, Dr. Moniz brings key insights about energy and environmental regulation and policy. His current roles in academia and as the leader of nonprofit energy industry organizations allow him to contribute up-to-date perspectives on clean energy, climate change, environmental matters and national security.	►Dr. Moniz is an American nuclear physicist who served as the 13th U.S. Secretary of Energy from May 2013 until January 2017. Dr. Moniz engaged regularly with issues related to energy regulation and policy, environmental regulation and policy and GHG emissions. ►He also serves as the President and Chief Executive Officer of The Energy Futures Initiative, Inc. (EFI) and Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, positions he has held since June 2017. EFI is a non-profit organization providing analytically-based, unbiased policy options to advance a cleaner, safer, more affordable and more secure energy future. The Nuclear Threat Initiative is a non-profit, non-partisan organization working to protect lives, livelihoods and the environment from nuclear, biological, radiological, chemical and cyber dangers. Dr. Moniz is also a non-resident Senior Fellow at the Harvard Belfer Center and the inaugural Distinguished Fellow of the Emerson Collective. ►Dr. Moniz’s involvement in national energy policy began in 1995, when he served as Associate Director for Science in the Office of Science and Technology Policy in the Executive Office of the President. He later oversaw the U.S. Department of Energy’s science, energy and security programs as Under Secretary from 1997 to 2001. He was a member of the President’s Council of Advisors on Science and Technology from 2009 to 2013 and received the Department of Defense Distinguished Public Service Award in 2016. ►Prior to his appointment as Secretary of Energy, he had a career spanning four decades at MIT, during which he was head of the MIT Department of Physics from 1991 to 1995 and in 1997, and he was the Founding Director of the MIT Energy Initiative and Director of the Laboratory for Energy and the Environment. Since January 2017, Dr. Moniz has served as the Cecil and Ida Green Professor of Physics and Engineering Systems Emeritus and Special Advisor to the President of MIT. ►Dr. Moniz is affiliated with a number of national organizations dedicated to energy, defense, science and foreign relations matters.

26 Southern Company 2022 Proxy Statement

Southern Company Board of Director Nominees

	William G. Smith, Jr.    INDEPENDENT
	Chairman of the Board, President and Chief Executive Officer of Capital City Bank Group, Inc.
	Age: 68 Director since: February 2006	Board committees: Audit (Chair) Other public company directorships: Capital City Bank Group, Inc.
DIRECTOR HIGHLIGHTS Mr. Smith’s qualifications include public company CEO experience, finance and capital allocation expertise, risk management expertise and audit and financial reporting experience. Mr. Smith contributes valuable perspectives on management, operations and regulatory compliance from his experience as the chief executive officer of a public company in a highlyregulated industry.	►Mr. Smith began his career at Capital City Bank, a publicly-traded financial holding company providing a full range of banking services, in 1978, where he worked in a number of positions of increasing responsibility before being elected President and Chief Executive Officer of Capital City Bank Group, Inc. in January 1989. He was elected Chairman of the Board of the Capital City Bank Group, Inc. in 2003. He is also the Chairman and Chief Executive Officer of Capital City Bank. ►He previously served on the Board of Directors of the Federal Reserve Bank of Atlanta. ►Mr. Smith is the former Federal Advisory Council Representative for the Sixth District of the Federal Reserve System and past Chair of Tallahassee Memorial HealthCare and the Tallahassee Area Chamber of Commerce. ►Mr. Smith served as the Company’s Lead Independent Director from 2012 to 2014.

	Kristine L. Svinicki    INDEPENDENT
	Adjunct Professor, University of Michigan and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission
	Age: 55 Director since: October 2021	Board committees: Business Security and Resiliency; Operations, Environmental and Safety Other public company directorships: None
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 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.

27

Southern Company Board of Director Nominees

	E. Jenner Wood III    INDEPENDENT
	Corporate Executive Vice President – Wholesale Banking, SunTrust Banks, Inc. (retired)
	Age: 70 Director since: May 2012	Board committees: Compensation and Management Succession; Finance (Chair) Other public company directorships: Genuine Parts Company and Oxford Industries, Inc.
DIRECTOR HIGHLIGHTS Mr. Wood’s qualifications include senior leadership experience as well as finance, banking and risk management knowledge and understanding. With his familiarity and knowledge gained from 10 years of service as a former member of the Board of Directors of Georgia Power, he contributes key perspectives on our operations and strategic imperatives.	►Mr. Wood served as Corporate Executive Vice President – Wholesale Banking of SunTrust Banks, Inc., a publicly-traded company providing a full range of financial services, from October 2015 until his retirement in December 2016. Prior to that, he served as Chairman and Chief Executive Officer of the Atlanta Division of SunTrust Bank from 2001 to 2015. He began his career with SunTrust Banks, Inc. in 1975 and advanced through various management positions including Chairman of the Board, President and Chief Executive Officer of the Georgia/North Florida Division and Chairman, President and Chief Executive Officer of SunTrust’s Central Group with responsibility over Georgia and Tennessee. ►He served as a member of the Board of Georgia Power from 2002 until May 2012. During his tenure on the Georgia Power Board, he served as Chair of the Finance Committee and as a member of the Compensation and Executive Committees. He also served as a Director of Crawford & Company, a large independent claims company, from 1997 to 2013. ►Mr. Wood is a Director of Oxford Industries, Inc., where he serves as Lead Director and a member of the Executive Committee, and a Director of Genuine Parts Company, where he serves on the Compensation, Nominating and Governance Committee. ►He is active in numerous civic and community organizations, serving as Chairman of the Robert W. Woodruff Foundation, the Robert W. Woodruff Health Sciences Fund, the Joseph B. Whitehead Foundation and the Lettie Pate Evans Foundation. Mr. Wood also serves as Chairman of the Sartain Lanier Family Foundation and Chairman of the Jesse Parker Williams Foundation. In addition, he serves as a Trustee of Emory University and is a past Chairman of the Metro Atlanta Chamber of Commerce.

Retiring Board member

	Juanita Powell Baranco
	Ms. Juanita Powell Baranco will retire from our Board at the end of her term on the date of the annual meeting of stockholders. We sincerely thank Ms. Baranco for over 16 years of service on our Board, including serving as Chair of the Compensation and Management Succession Committee and the Nominating and Governance Committee (now the Nominating, Governance and Corporate Responsibility Committee), as well as serving as a member of the Audit Committee and the Nuclear/Operations Committee (now the Operations, Environmental and Safety Committee).

28 Southern Company 2022 Proxy Statement

Corporate Governance at Southern Company

Key Governance Practices

Corporate Governance Standards, Practices and Principles

We seek to establish corporate governance standards and practices that create long-term value for our stockholders and positive influences on the governance of the Company. Below we identify each of the Investor Stewardship Group’s corporate governance principles and note how our specific actions, practices and beliefs are aligned with these principles. The Investor Stewardship Group is an investor-led effort to establish a framework of corporate governance standards and practices that includes some of the largest U.S.-based institutional investors and global asset managers.

Principle Boards are accountable to stockholders

►	All Directors stand for stockholder election annually
►	Majority voting standard in uncontested Director elections, and Directors not receiving majority support must tender their resignation for consideration by the Board
►	Adopted market-standard proxy access for stockholders
►	10% threshold for stockholders to request a special meeting
►	Fully disclose our corporate governance practices

Principle Stockholders should be entitled to voting rights in proportion to their economic interest

► One class of common stock, with each share carrying equal voting rights (a “one-share, one-vote” standard)

Principle Boards should be responsive to stockholders and be proactive in order to understand their perspectives

►	Year-round stockholder outreach that includes participation of independent Directors, with feedback provided to the Board
►	Key members of senior management regularly attend investor conferences to better understand emerging issues and stockholder perspectives and to facilitate engagement opportunities
►	Process in place for stockholders and interested parties to communicate with Lead Independent Director or other independent Directors
►	Responded to investor interest in our long-term GHG emission reduction efforts by setting a net zero by 2050 goal, providing disclosure consistent with TCFD, participating in the annual CDP climate change survey and providing regular updates on our decarbonization progress
►	Responded to investor interest in aligning executive compensation with our decarbonization efforts by including a GHG reduction metric that is aligned with our 2030 and 2050 goals as part of our CEO’s long-term equity incentive compensation award

Principle Boards should have a strong, independent leadership structure

►	13 of 14 of our Directors are independent
►	Strong Lead Independent Director with robust authority and responsibility that is disclosed to stockholders

►	Annual Board review of leadership structure and disclosure of the Board’s reasoning underlying its leadership structure
►	All Board committees are comprised of independent Directors and are chaired by independent Directors
►	An executive session is included on the agenda of every regular Board meeting and regular committee meeting

Principle Boards should adopt structures and practices that enhance their effectiveness

►	Regular Board refreshment, with five new independent Directors added since March 2018; over the same period of time, six Directors have retired
►	Corporate Governance Guidelines confirm the Board’s commitment to actively seeking out diverse candidates and including women and minority candidates in the pool from which the Board nominees are chosen
►	Of our currently serving Directors, four are women (29%) and four are racially or ethnically diverse (29%)
►	Evergreen Board refreshment with nationally-recognized search firm on retainer
►	Directors reflect a diverse mix of qualifications, skills and experience relevant to our businesses and strategies
►	Annual Board self-assessment facilitated by an independent third party and annual committee self-assessment
►	Board has full and free access to officers and employees
►	During 2021, the Directors attended on average 99% of the total of all meetings of the Board and the committees on which they served, and all 2021 Director nominees attended the 2021 virtual annual meeting

Principle Boards should develop management incentive structures that are aligned with the long-term strategy of the company

►	Say on Pay vote received over 95% stockholder support at 2021 annual meeting
►	Incentive compensation performance metrics include outcome-based measures that align with stockholder value, such as relative TSR, EPS and return on equity, as well as input measures that foster long-term sustainable business practices such as safety, customer satisfaction, reliability and culture
►	GHG reduction metric is part of CEO’s long-term incentive compensation program and, starting in 2022, the GHG reduction metric will be expanded to include additional senior executives
►	Responsive to stockholder feedback in considering adjustments to earnings and aligning incentive compensation payouts with stockholder interests

29

Corporate Governance at Southern Company

Engaging with our Stakeholders

We place great importance on consistent dialogue with all our stakeholders, including stockholders, employees, customers and members of the communities that we serve. We regularly engage in discussions with, and provide comprehensive information for, constituents interested in Southern Company’s strategy, performance, governance, citizenship, stewardship and environmental compliance. We are receptive to stakeholder input, and we are committed to transparency and proactive interactions.

Stockholder Engagement

Our Board places great importance on regularly communicating with our stockholders to better understand their viewpoints and gather feedback regarding matters of investor interest. The Nominating, Governance and Corporate Responsibility Committee oversees our stockholder engagement efforts on behalf of the Board.

30 Southern Company 2022 Proxy Statement

Corporate Governance at Southern Company

Participants in various calls and meetings with our stockholders include:

►	Independent Directors (Lead Independent Director, Chair of the Compensation and Management Succession Committee and Chair of the Nominating, Governance and Corporate Responsibility Committee)
►	Chairman and CEO (only when the engagement did not include a discussion of his compensation)
►	Executive Vice President and Chief Financial Officer
►	Executive Vice President and Chief Legal Officer
►	Executive Vice President Operations

►	Senior Vice President of Environmental and System Planning
►	Senior Vice President Finance and Treasurer
►	Senior Vice President of Human Resources
►	Vice President, Corporate Governance
►	Director, Sustainability Strategy and Planning
►	Director, Investor Relations
►	Director, Environmental Affairs

Stockholder feedback is communicated to our Board and its committees throughout the year.

In addition, our CFO and investor relations group lead our management team in hundreds of investor meetings throughout the year to discuss our business, our strategy and our financial results. Increasingly, these discussions also include ESG-related topics. Meetings include in-person, telephone and webcast conferences.

Environmental Stakeholder Engagement

Since 2011, we have held regular environmental stakeholder forums, webinars, calls and meetings covering a range of topics, including our efforts to reduce GHG emissions, regulatory and policy issues, system risk and planning related to renewables, energy efficiency and just transition. Members of senior management participate in these events.

In 2021 and early 2022, we hosted three virtual environmental stakeholder forums. Tom Fanning, our CEO, led each of the virtual forums. Other senior leaders that participated included the Chief Financial Officer, Chief Legal Officer, Executive Vice President of Operations and Senior Vice President of Environmental and System Planning. Key topics discussed included our net zero by 2050 goal, decarbonization efforts, R&D efforts, energy efficiency, just transition and advancing energy policy. More than 20 stakeholders participated in each forum. We also invited the co-lead investors of the Climate Action 100+ investor initiative to participate. Stakeholder participants include regional environmental and socially focused non-governmental organizations, shareholder advocacy groups and state pension funds.

We had several follow-up conversations with participants in the stakeholder forums to further discuss topics raised at the meetings. In addition, we held an informational webinar on natural gas with a focus on disclosure of our Scope 3 emissions.

31

Corporate Governance at Southern Company

Committees of the Board

Charters for each of the Board’s six standing committees can be found on the Corporate Governance section of our website at investor.southerncompany.com. All members of the Board’s standing committees are independent Directors.

Audit Committee

MEMBERS

William G. Smith, Jr.  CHAIR 

Juanita Powell Baranco

Henry A. Clark III

ATTENDANCE    100%

MEETINGS IN 2021    10

REPORT Page 97 ►

The Audit Committee’s duties and responsibilities include the following:

► Oversee the Company’s financial reporting, audit process, internal controls and legal, regulatory and ethical compliance.

► Appoint the Company’s independent registered public accounting firm, approve its services and fees and establish and review the scope and timing of its audits.

► Review and discuss the Company’s financial statements with management, the internal auditors and the independent registered public accounting firm, including critical audit matters, critical accounting policies and practices, material alternative financial treatments within GAAP, proposed adjustments, control recommendations, significant management judgments and accounting estimates, new accounting policies, changes in accounting principles, any disagreements with management and other material written communications between the internal auditors and/or the independent registered public accounting firm and management.

► Recommend the filing of the Company’s and its registrant subsidiaries’ annual financial statements with the SEC.

The Board has determined that each member of the Audit Committee is independent as defined by the NYSE corporate governance rules within its listing standards and rules of the SEC promulgated pursuant to the Sarbanes-Oxley Act of 2002.

The Board has determined that each member of the Audit Committee is financially literate under NYSE corporate governance rules and that William G. Smith, Jr. qualifies as an audit committee financial expert as defined by the SEC.

Business Security and Resiliency Committee

MEMBERS

Ernest J. Moniz  CHAIR 

Janaki Akella

Colette D. Honorable

Dale E. Klein

Kristine L. Svinicki

ATTENDANCE    100%

MEETINGS IN 2021    6

The Business Security and Resiliency Committee’s duties and responsibilities include the following:

► Oversee management’s efforts to establish and continuously improve enterprise-wide security policies, programs, standards and controls, including those related to cyber and physical security.

► Oversee management’s efforts to monitor significant security events and operational and compliance activities.

The Board has determined that each member of the Business Security and Resiliency Committee is independent.

32 Southern Company 2022 Proxy Statement

Corporate Governance at Southern Company

Compensation and Management Succession Committee

MEMBERS

John D. Johns  CHAIR 

Donald M. James

Dale E. Klein

E. Jenner Wood III

ATTENDANCE    97%

MEETINGS IN 2021    8

REPORT Page 53 ►

The Compensation and Management Succession Committee’s duties and responsibilities include the following:

► Evaluate the performance of the CEO at least annually, review the evaluation with the independent Directors of the Board and approve the compensation level of the CEO for ratification by the independent Directors of the Board based on this evaluation.

► Oversee the evaluation of, and review and approve the compensation level of, the other executive officers.

► Review and approve compensation plans and programs, including performance-based compensation, equity-based compensation programs and perquisites.

► Review CEO and other management succession plans with the CEO and the full Board, including succession of the CEO in the event of an emergency.

► Review risks and associated risk management activities related to human capital, including diversity, equity and inclusion initiatives and employee recruitment, retention and development.

► Review the assessment of risk associated with employee compensation policies and practices, particularly performance-based compensation, as they relate to risk management practices and/or risk-taking incentives.

► Review and discuss with management the CD&A.

The Board has determined that each member of the Compensation and Management Succession Committee is independent as defined by the NYSE corporate governance rules within its listing standards.

The Compensation and Management Succession Committee engaged Pay Governance LLC, a third-party consultant, to provide an independent assessment of the current executive compensation program and any management-recommended changes to that program and to work with management to ensure that the executive compensation program is designed and administered consistent with the Compensation and Management Succession Committee’s requirements.

Pay Governance also advises the Compensation and Management Succession Committee on executive compensation and related corporate governance trends.

Pay Governance is engaged directly by the Compensation and Management Succession Committee and does not provide any services to management unless authorized to do so by the Compensation and Management Succession Committee. The Compensation and Management Succession Committee reviewed Pay Governance’s independence and determined that Pay Governance is independent and the engagement did not present any conflicts of interest. Pay Governance also determined that it was independent from management, which was confirmed in a written statement delivered to the Compensation and Management Succession Committee.

Finance Committee

MEMBERS

E. Jenner Wood III  CHAIR 

David J. Grain

Colette D. Honorable

Donald M. James

John D. Johns

ATTENDANCE    100%

MEETINGS IN 2021    6

The Finance Committee’s duties and responsibilities include the following:

► Review the Company’s financial matters and recommend actions to the Board such as dividend philosophy and financial plan approval.

► Provide input regarding the Company’s financial plan and associated financial goals.

► Review the financial strategy of and the strategic deployment of capital by the Company.

► Provide input to the Compensation and Management Succession Committee on financial goals and metrics for the Company’s annual and long-term incentive compensation programs.

The Board has determined that each member of the Finance Committee is independent.

33

Corporate Governance at Southern Company

Nominating, Governance and Corporate Responsibility Committee

MEMBERS

Anthony F. Earley, Jr.  CHAIR 

Juanita Powell Baranco

David J. Grain

Ernest J. Moniz

ATTENDANCE    94%

MEETINGS IN 2021    5

The Nominating, Governance and Corporate Responsibility Committee’s duties and responsibilities include the following:

► Recommend Board size and membership criteria and identify, evaluate and recommend Director candidates.

► Oversee and make recommendations regarding the composition of the Board and its committees.

► Oversee succession planning for the Board and key leadership roles on the Board and its committees.

► Review and make recommendations regarding total compensation for non-employee Directors.

► Periodically review and recommend updates to the Corporate Governance Guidelines and Board committee charters.

► Coordinate the performance evaluations of the Board and its committees.

► Oversee the Company’s practices and positions to advance its corporate citizenship, including environmental, sustainability and corporate social responsibility initiatives.

► Oversee the Company’s stockholder engagement program.

The Board has determined that each member of the Nominating, Governance and Corporate Responsibility Committee is independent.

Operations, Environmental and Safety Committee

MEMBERS

Dale E. Klein  CHAIR 

Janaki Akella

Anthony F. Earley, Jr.

Ernest J. Moniz

Kristine L. Svinicki

ATTENDANCE    100%

MEETINGS IN 2021    5

The Operations, Environmental and Safety Committee’s duties and responsibilities include the following:

► Oversee information, activities and events relative to significant operations of the Southern Company system including nuclear and other power generation facilities, electric transmission and distribution, natural gas distribution and storage, fuel and information technology initiatives.

► Oversee business strategies designed to address the long-term reduction of carbon emissions and related risks and opportunities across the Company.

► Oversee significant environmental and safety regulation, policy and operational matters, including net zero carbon strategies.

► Oversee the Southern Company system’s management of significant construction projects.

► Provide input to the Compensation and Management Succession Committee on the key operational goals and metrics for the incentive compensation program.

The Board has determined that each member of the Operations, Environmental and Safety Committee is independent.

34 Southern Company 2022 Proxy Statement

Corporate Governance at Southern Company

Board Composition and Structure

Board Diversity, Board Refreshment and Board Succession Planning

Our commitment to diversity, equity and inclusion begins with the Board. Our Board believes a diverse variety of viewpoints contribute to a more effective decision-making process and helps drive long-term value. Our Board has included a female member every year since 1984 — nearly four full decades.

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 “Rooney Rule” language confirming the Board’s commitment to actively seeking out 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 engaged a nationally-recognized Board search firm to assist in the identification of qualified candidates.

►	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.

Since March 2018, we have added five new independent Directors to the Board. Over the same period of time, six Directors have retired. One additional director will retire effective at the annual meeting.

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 8.3 years reflects the balance the Board seeks between different perspectives brought by longer-serving Directors and new Directors.

The Board aims to continue to refresh its membership in the coming year, with a particular focus on diverse candidates.

DIRECTOR NOMINEE TENURE	DIRECTOR NOMINEE GENDER DIVERSITY	DIRECTOR NOMINEE ETHNIC/RACIAL DIVERSITY

35

Corporate Governance at Southern Company

Board Nomination Process

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 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.

Kristine L. Svinicki was recommended by the Nominating, Governance and Corporate Responsibility Committee for election as independent Director and was elected to the Board effective October 17, 2021. Ms. Svinicki was identified as a candidate by the Chairman of the Board.

The following describes the selection process for new Directors.

Board Succession Planning	As it seeks potential candidates for Director, the Nominating, Governance and Corporate Responsibility Committee considers the qualifications, skills, attributes and experiences of the Board and identifies the skills and experiences of a candidate that would enhance the Board’s oversight of long-term strategy and related risks and opportunities.
Identification of Candidates	The Nominating, Governance and Corporate Responsibility Committee engages in an evergreen search process with the assistance of an independent search firm to identify qualified Director candidates based on the talent framework consistent with our leadership mission and aligned with our strategic imperatives that drive long-term value. The Nominating, Governance and Corporate Responsibility Committee also considers the following personal characteristics and qualifications:
	►	Highest degree of integrity and ethical standards
	►	Independence from management
	►	Ability to provide sound and informed judgment
	►	History of achievement that reflects superior standards
	►	Willingness to commit sufficient time
	►	Financial literacy
	►	Number of other board memberships
	►	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
	As part of its evaluation of Board composition, the Committee will consider aspects of diversity, such as diversity of race, gender and ethnicity.
Meeting with Candidates	Potential Director candidates are initially interviewed by our Chairman and CEO, Lead Independent Director and members of the Nominating, Governance and Corporate Responsibility Committee. If there is a collective agreement that the Nominating, Governance and Corporate Responsibility Committee would like to move forward with the candidate, all members of the Board are provided an opportunity to interview the Director candidate and provide feedback to the Committee.
Decision and Nomination	The Nominating, Governance and Corporate Responsibility Committee recommends, and the full Board approves, the Director candidate best qualified to serve the interests of the Company and its stockholders for nomination.
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.

36 Southern Company 2022 Proxy Statement

Corporate Governance at Southern Company

Proxy Access

Proxy access generally refers to the right of stockholders who meet certain ownership thresholds to nominate one or more Directors to the Board and have the nominees included in the Company’s proxy materials and on the Company’s proxy card.

The following are the key terms of our proxy access By-Law.

3% shares FOR 3 years			2 nominees OR 20% of the number of directors
	Any stockholder or group of up to 20 stockholders maintaining continuous qualifying ownership of at least 3% of our outstanding shares for at least 3 years		Can nominate, and include in our proxy materials, Director nominees constituting the greater of 2 nominees or 20% (rounded down) of the number of Directors in our proxy materials for the next annual meeting		Nominating stockholder(s) and the nominee(s) must also meet the eligibility requirements described in our By-Laws.

Stockholder Recommendation of Board Candidates

►	The Nominating, Governance and Corporate Responsibility Committee considers potential board candidates recommended by stockholders.
►	Recommendations can be made by submitting the candidate’s information to our Corporate Secretary in writing at Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308. Stockholders should provide as much relevant information about the candidate as possible, including the candidate’s biographical information and qualifications to serve.
►	A stockholder recommended candidate is reviewed in the same manner as a candidate identified by the Nominating, Governance and Corporate Responsibility Committee.
►	For information about the direct nomination of directors for election by stockholders at an annual meeting as provided in the By-Laws, see page 106.

Service on Other Boards and Committees

In identifying candidates to serve on the Board and in evaluating whether to recommend the re-election of existing Directors, the Nominating, Governance and Corporate Responsibility Committee considers whether a candidate or a Director demonstrates a willingness to commit sufficient time to serving on the Board. The Nominating, Governance and Corporate Responsibility Committee is regularly updated on the public company board service limit or “overboarding” policies of our largest stockholders.

Our Corporate Governance Guidelines include limitations on the number of public company boards and public company audit committees a Director may serve.

►	No employed Director may serve on more than two public company boards (not including the Company’s Board or the director’s employing company board) unless otherwise approved by the Nominating, Governance and Corporate Responsibility Committee.
►	No Director may serve on more than four public company boards (including the Company’s Board), unless otherwise approved by the Nominating, Governance and Corporate Responsibility Committee.
►	No Director who is a member of the Company’s Audit Committee may serve on the audit committees of more than three public companies (including the Company’s Audit Committee).

In addition to these limitations, our Corporate Governance Guidelines require that the Company’s CEO will not serve on other public company boards without consulting with the Board. They also require that current Directors must notify the CEO and the Chair of the Nominating, Governance and Corporate Responsibility Committee when considering a request for service on another public company board.

Each of the Directors are in full compliance with these Corporate Governance Guidelines.

As part of its annual evaluation on whether to recommend the re-election of existing Directors, the Nominating, Governance and Corporate Responsibility Committee is provided information on the public company boards and private company for-profit boards on which each Director serves, as well as the Directors’ attendance records at Southern’s Board

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and committee meetings. In 2021, all our Directors attended at least 75% of applicable Board and committee meetings, with the average Director attendance at all applicable Board and committee meetings at 99%. These factors also influence the Nominating, Governance and Corporate Responsibility Committee’s annual consideration of Board leaderships positions, committee leadership positions, and committee membership.

Majority Voting for Directors and Director Resignation Policy

We have a majority vote standard for Director elections, which requires that a nominee for Director in an uncontested election receive a majority of the votes cast at a stockholder meeting in order to be elected to the Board. The Board believes that the majority vote standard in uncontested Director elections strengthens the Director nomination process and enhances Director accountability.

We also have a Director resignation policy, which requires any nominee for election as a Director to submit an irrevocable letter of resignation as a condition to being named as such nominee, which would be tendered in the event that nominee fails to receive the affirmative vote of a majority of the votes cast in an uncontested election at a meeting of stockholders. Such resignation would be considered by the Board, and the Board would be required to either accept or reject such resignation within 90 days from the certification of the election results.

Board Independence

Director Independence Standards

No Director will be deemed to be independent unless the Board affirmatively determines that the Director has no material relationship with the Company directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. The Board has adopted categorical guidelines which provide that a Director will not be deemed to be independent if within the preceding three years:

►	The Director was employed by the Company or the Director’s immediate family member was an executive officer of the Company.
►	The Director has received, or the Director’s immediate family member has received, during any 12-month period, direct compensation from the Company of more than $120,000, other than Director and committee fees. (Compensation received by an immediate family member for service as a non-executive employee of the Company need not be considered.)
►	The Director was affiliated with or employed by, or the Director’s immediate family member was affiliated with or employed in a professional capacity by, a present or former external auditor of the Company and personally worked on the Company’s audit.
►	The Director was employed, or the Director’s immediate family member was employed, as an executive officer of a company where any of the Company’s present executive officers at the same time served on that company’s compensation committee.
►	The Director is a current employee, or the Director’s immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any year, exceeds the greater of $1,000,000 or 2% of that company’s consolidated gross revenues.
►	The Director or the Director’s spouse serves as an executive officer of a charitable organization to which the Company made discretionary contributions which, in any year, exceeds the greater of $1,000,000 or 2% of the organization’s consolidated gross revenues.

These guidelines are in compliance with the NYSE corporate governance rules within its listing standards.

Director Independence Review Process

At least annually, the Board receives a report on all commercial, consulting, legal, accounting, charitable or other business relationships that a Director or the Director’s immediate family members have with the Company and its subsidiaries. This report includes all ordinary course transactions with entities with which the Directors are associated.

►

The Board determined that the Company and its subsidiaries followed our procurement policies and procedures and our policy relating to the approval and ratification of related person transactions, that the amounts reported were well under the thresholds contained in the Director independence requirements and that no Director had a direct or indirect material interest in the transactions included in the report.

►

The Board reviewed all contributions made by the Company and its subsidiaries to charitable organizations with which the Directors are associated. The Board determined that the contributions were consistent with other contributions by the Company and its subsidiaries to charitable organizations and none were approved outside the Company’s normal procedures.

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►

In determining Director independence, the Board considers transactions, if any, identified in the report discussed above that affect Director independence, including any transactions in which the amounts reported were above the threshold contained in the Director independence requirements and in which a Director had a direct or indirect material interest. No such transactions were identified and, as a result, no such transactions were considered by the Board.

►

In making its determination, the Board considered the fact that one of the Company’s Directors, Ms. Honorable, is a partner at Reed Smith LLP, which provides legal services to the Company and its affiliates. During 2021, amounts paid to Reed Smith by the Company and its affiliates were less than $10,000. The Board also considered that, in the ordinary course of the Southern Company system’s business, electricity and natural gas are provided to some Directors and entities with which the Directors are associated on the same terms and conditions as provided to other customers of the Southern Company system.

As a result of its review process, the Board affirmatively determined that 12 of its 13 nominees for Director are independent. The only member of the Board that is not independent is Mr. Fanning, Chairman, President and CEO of the Company. Ms. Juanita Powell Baranco, who is retiring at the 2022 annual meeting, and Mr. Jon A. Boscia and Dr. Steven R. Specker, who retired at the 2021 annual meeting, are also independent.

INDEPENDENT DIRECTOR NOMINEES

►	Janaki Akella	►	Colette D. Honorable	►	Ernest J. Moniz
►	Henry A. Clark III	►	Donald M. James	►	William G. Smith, Jr.
►	Anthony F. Earley, Jr.	►	John D. Johns	►	Kristine L. Svinicki
►	David J. Grain	►	Dale E. Klein	►	E. Jenner Wood III

DIRECTOR NOMINEE INDEPENDENCE

Board Leadership Structure

Our Corporate Governance Guidelines and our By-Laws allow the independent Directors to determine the appropriate Board leadership structure for Southern Company, including the flexibility to split or combine the Chairman and CEO responsibilities. The independent Directors annually review our Board leadership structure to determine the structure that is in the best interests of the Company and its stockholders.

The Board believes that presently its current leadership structure, which has a combined role of Chairman and CEO counterbalanced by a strong independent Board led by an empowered Lead Independent Director, active and engaged independent Directors and fully-independent Board committees chaired by independent Directors, provides the optimal balance between independent oversight of management and unified leadership. The Board believes this leadership structure is most suitable for us at this time and is in the best interests of the Company and its stockholders.

►	The combined role of Chairman and CEO is held by Tom Fanning, who is the Director most familiar with our business and industry (including the regulatory structure and other industry-specific matters) and is most capable of effectively identifying strategic priorities and leading discussion and execution of strategy. During his tenure as Chairman and CEO, Mr. Fanning has been instrumental in driving forward Southern Company’s strategic priorities, including Southern Company’s climate strategy and the progression to our long-term GHG emissions reduction goal of net zero emissions by 2050.
►	The Board believes that the combined role of Chairman and CEO promotes the development and execution of our strategy. Independent Directors and management have different perspectives and roles in strategy development. The CEO brings Company-specific experience and expertise, while our independent Directors bring experience, oversight and expertise from outside the Company and its industry. At the same time, several of our independent Directors have deep experience within our industry, and all of our independent Directors receive comprehensive industry information from diverse sources, both internal and external, to best position them to oversee the Company’s strategy and key risks.
►	The Board believes that the combined role of Chairman and CEO facilitates the flow of information between management and the Board, which is essential to effective corporate governance. For example, the Board recognizes the importance of presenting the Board with robust and comprehensive meeting agendas and information. As a result, a key element of the Lead Independent Director’s role is working with the Chairman to set the agenda for Board meetings and reviewing and approving the meeting materials.

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Corporate Governance at Southern Company

As the Board looks toward the future and evaluates the Company’s leadership, risks, opportunities and long-term strategic priorities, the Board is also evaluating other governance matters, such as the size of the Board and the Board’s skills makeup and diversity. While the Board annually reviews its leadership structure, the Board will undertake a more comprehensive review of its leadership structure in conjunction with a CEO transition. The Nominating, Governance and Corporate Responsibility Committee will help lead our Board in this important evaluation, which will include consideration of an independent board chair.

The Nominating, Governance and Corporate Responsibility Committee will perform a comprehensive review and analysis of current and emerging best practices with respect to board leadership structure. As part of the process, we will (among other things) reach out to stockholders, solicit feedback on board leadership structure and share that feedback with the Nominating, Governance and Corporate Responsibility Committee. We also anticipate that the Chair of the Nominating, Governance and Corporate Responsibility Committee will engage directly with key stockholders to solicit feedback on board leadership structure. The Nominating, Governance and Corporate Responsibility Committee also will consider the role of the Board’s leadership in helping the Company achieve its long-term strategic priorities, including the Company’s decarbonization efforts to meet its long-term GHG emission reduction goal of net zero by 2050, the Company’s fleet transition plans to meet both the interim goal and the 2050 goal and the Company’s enterprise-wide capital allocation plans.

After completing its review, the Nominating, Governance and Corporate Responsibility Committee will present its recommendations to our independent Directors, who will determine the Board leadership structure that is most suitable for us and is in the best interests of the Company and its stockholders at the time of a CEO succession.

Role of the Lead Independent Director

The Lead Independent Director role at Southern is robust, with the following key authorities and responsibilities: ►  Working with the Chairman to set the agenda for Board meetings ►  Approving the agenda (with the ability to add agenda items) and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items ►  Approving information sent to the Board ►  Chairing executive sessions of the non-management Directors, which are included on the agenda of every regular board meeting, and having the ability to call an executive session ►  Chairing Board meetings in the absence of the Chairman ►  Meeting regularly with the Chairman ►  Acting as the principal liaison between the Chairman and the non-management Directors (although every Director has direct and complete access to the Chairman at any time) ►  Serving as the primary contact Director for stockholders and other interested parties ►  Communicating any sensitive issues to the Directors ►  Overseeing the independent Directors’ performance evaluation of the Chairman, in conjunction with the chair of the Compensation and Management Succession Committee David J. Grain Lead Independent
Director Mr. Grain was elected by the independent Directors in May 2021 to serve as Lead Independent Director.

The Lead Independent Director is elected by the independent Directors of the Board to serve in the role for a period of generally two to three years. The Board’s succession planning process includes the regular review of the skills, qualifications, attributes and experiences of the independent Directors to identify potential future candidates for the Lead Independent Director role.

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Role of the Independent Directors

The Board has strong, independent Directors that provide additional independent leadership to the Board and effective oversight of management. All members of our Board other than the Chairman and CEO, or 13 of our 14 currently serving Directors, are independent.

The independent Directors are free to raise subjects at a Board meeting that are not on the agenda for that meeting. An executive session, which allows the independent Directors to meet without the Chairman and CEO present, is included on the agenda of every regular board meeting.

All of the Board’s six standing committees are comprised solely of independent Directors, and independent Directors chair all of these committees. Each Board committee has a designated member of senior management, other than the Chairman and CEO, that works with the independent Director that chairs that committee to develop the committee’s agenda for each meeting. The independent Director that chairs each committee reviews and approves the agenda and materials to be covered at the upcoming meeting. The independent Directors are free to raise subjects at a committee meeting that are not on the agenda for that meeting. An executive session is included on the agenda of every regular committee meeting.

The independent Directors evaluate the performance of the Chairman and CEO at least annually. The Lead Independent Director, in conjunction with the chair of the Compensation and Management Succession Committee, is responsible for overseeing the evaluation process. Input on the Chairman and CEO’s performance is sought from all of the independent Directors. The Lead Independent Director facilitates a robust discussion of the evaluation results with the independent Directors while meeting in executive session. The Lead Independent Director and the chair of the Compensation and Management Succession Committee together discuss the evaluation with the Chairman and CEO. The evaluation is used by the Compensation and Management Succession Committee to determine the compensation to be recommended for ratification by the independent Directors.

Meetings and Attendance

The Board met seven times in 2021. All of our Directors attended at least 75% of applicable Board and committee meetings in 2021. Our Directors are engaged, as demonstrated by the average Director attendance at all applicable Board and committee meetings in 2021 of 99%.

All Director nominees are expected to participate in the annual meeting of stockholders. All nominees for Director at the 2021 annual meeting attended the virtual annual meeting.

ENGAGED DIRECTORS

Board Continuing Education

Directors are encouraged to participate in continuous learning in an effort to promote the investment in knowledge on matters relevant to the Company. On a quarterly basis, we provide our Directors with suggested educational courses on topics including emerging governance issues, compliance and ethics matters, financial and risk oversight and industry-specific subjects. To facilitate ongoing education by our Directors, we pay the costs for registration and tuition and related travel and lodging expenses.

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Board and Committee Responsibilities

Oversight of Strategy

The Board and its Committees provide oversight of the Company’s business strategy throughout the year. Various elements of strategy are discussed at every Board meeting, as well as at many meetings of the Board’s Committees, and the Board receives regular updates on progress and execution from, and provides guidance to, our management team.

The Board dedicates at least one meeting each year to a deep dive on strategic planning and oversight. These sessions create a dedicated forum for a fluid exchange of viewpoints and ideas on the Company’s strategic direction and identifying new opportunities and risks as management executes upon the Company’s strategy. In 2021, the Board participated in an expanded off-site strategy session that included presentations by internal and third-party experts to discuss energy transition priorities and approaches, technology advancements and the workforce of the future, as well as other ESG matters.

Oversight of Risk

The Board and its committees have both general and specific risk oversight responsibilities. The Board has broad responsibility to provide oversight of significant risks primarily through direct engagement with management and through delegation of ongoing risk oversight responsibilities to the committees. Any risk oversight that is not allocated to a committee remains with the Board.

At least annually, the Board reviews our risk profile to ensure that oversight of each risk is properly designated to an appropriate committee or the full Board. The charters of the committees and the checklist of agenda items for each committee define the areas of risk for which each committee is responsible for providing ongoing oversight.

Audit Committee	► Reviews risks and associated risk management activities related to financial reporting and ethics and compliance-related matters. ► Reviews the adequacy of the risk oversight process and documentation that appropriate enterprise risk management and oversight are occurring. The documentation includes a report that tracks which significant risk reviews have occurred and the committee(s) reviewing such risks. In addition, an overview is provided at least annually of the risk assessment and profile process conducted by Company management. ► Receives regular updates from Internal Auditing and quarterly updates as part of the disclosure controls process.
Business Security and Resiliency Committee	► Reviews risks and associated risk management activities related to cybersecurity, physical security, operational resiliency and technological developments and the response to incidents with respect thereto. ► Reviews the adequacy of processes and procedures to protect critical cyber and physical assets and resiliency of ongoing operations.
Compensation and Management Succession Committee	► Reviews risks and associated risk management activities related to human capital. ► Reviews the assessment of risks associated with the Company’s employee compensation policies and practices, particularly performance-based compensation, as they relate to risk management practices and/or risk-taking incentives. The review is conducted at least annually and whenever significant changes to any business unit’s compensation practices are under consideration.
Finance Committee	► Reviews risks and associated risk management activities related to financial matters of the Company such as financial integrity, major capital investments, dividend policy, financing programs and financial and capital allocation strategies.
Nominating, Governance and Corporate Responsibility Committee	► Reviews risks and associated risk management activities related to the state and federal regulatory and legislative environment, stockholder activism and environmental, sustainability and corporate social responsibility.
Operations, Environmental and Safety Committee	► Reviews risks and associated risk management activities related to significant operations of the Southern Company system such as safety, system reliability, nuclear, gas and other operations, environmental regulation and policy, net zero carbon strategies, fuel cost and availability.

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Each committee provides ongoing oversight for each of our most significant risks designated to it, reports to the Board on their oversight activities and elevates review of risk issues to the Board as appropriate. Each committee has a designated member of executive management as the primary responsible officer for providing information and updates related to the significant risks for that committee. These officers ensure that all significant risks identified in the risk profile we develop are regularly reviewed with the Board and/or the appropriate committee(s).

Southern Company has a robust enterprise risk management program that facilitates identification, communication and management of the most significant risks throughout the Company employing a formalized framework in which risk governance and oversight are largely embedded in existing organizational and control structures. As a part of the governance structure, the CFO serves as the Chief Risk Officer and is accountable to the CEO and the Board for ensuring that enterprise risk oversight and management processes are established and operating effectively.

All Directors are actively involved in the risk oversight function, and we believe that our leadership structure supports the Board’s risk oversight responsibility. Each committee is chaired by an independent Director, and the Chairman and CEO does not serve on any committee. There is regular, open communication between management and the Directors.

Oversight of ESG

The Board’s oversight of strategy and risks includes oversight of key ESG matters, including climate, human capital, diversity, equity and inclusion, safety and cybersecurity. These matters are important to the long-term success of the Company and, accordingly, are integrated into topics reviewed and discussed at each Board meeting as well as the Board’s annual in-depth strategy session.

Our Committee structure facilitates oversight of ESG issues that impact many areas of our business.

►	Audit Committee oversees the adequacy and effectiveness of internal controls, including the development of internal controls for non-financial ESG-related data and disclosures
►	Business Security and Resiliency Committee oversees cybersecurity, physical security and operational resiliency, including issues and policies relating to climate change and adaptation and its impact on business resiliency
►	Compensation and Management Succession Committee oversees human capital management strategies, practices and programs, including talent acquisition, development and retention; diversity, equity and inclusion; employee engagement and well-being; performance management; and pay equity reviews
►	Finance Committee oversees capital deployment, including alignment of capital allocation strategies with net zero objectives
►	Nominating, Governance and Corporate Responsibility Committee oversees significant corporate responsibility strategies, programs and practices, including environmental sustainability and climate change, supporting community investment and social justice, advancing supplier diversity, public policy advocacy, political contributions and lobbying and assessing ESG feedback from stockholders and other stakeholders
►	Operations, Environmental and Safety Committee oversees reduction of GHG emissions and fleet transition, including net zero strategies, resource planning, emerging technologies and R&D and the impact on employees and communities of implementing the business strategies and operations

Oversight of Cybersecurity

Cybersecurity is a critical component of our risk management program. The Board devotes significant time and attention to overseeing cyber and information security risk, and our strong approach to cybersecurity governance establishes oversight and accountability at every level of the enterprise. The Board’s Business Security and Resiliency Committee, comprised solely of independent Directors, is charged with oversight of risks related to cybersecurity and operational resiliency. The Business Security and Resiliency Committee includes directors with an understanding of cyber issues and with high-level security clearances.

►	The Business Security and Resiliency Committee meets at every regular Board meeting and when needed in the event of a specific threat or emerging issue. The Chair of the Business Security and Resiliency Committee regularly reports out to the Board on key matters considered by the Committee.
►	The Business Security and Resiliency Committee routinely receives presentations on a range of topics, including the threat environment and vulnerability assessments, policies and practices, technology trends and regulatory developments.
►	The Chief Information Security Officer reports to the Business Security and Resiliency Committee at each committee meeting.

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We use a risk-based, “all threats” and “defense in depth” approach to identify, protect, detect, respond to and recover from cyber threats. Recognizing that no single technology, process or business control can effectively prevent or mitigate all risks, we employ multiple technologies, processes and controls, all working independently but as part of a cohesive strategy to minimize risk. This strategy is regularly tested through auditing, penetration testing and other exercises designed to assess effectiveness.

►	Overall network security efforts are led by the Chief Information Security Officer and the Technology Security Organization. We utilize a 24/7 Security Operations Center, which facilitates real-time situational awareness across the cyber-threat environment, and a robust Insider Threat Protection Program and Fusion Center that leverages cross-function information sharing to assess insider threat activity.
►	We emphasize security and resiliency through business assurance capabilities and incident response plans designed to identify, evaluate and remediate incidents when they occur. We regularly review and update our plans, policies and technologies and conduct regular training exercises and crisis management preparedness activities to test their effectiveness.
►	We have implemented a security awareness program designed to educate and train employees at least annually, or more often as needed, about risks inherent to human interaction with information and operational technology.
►	Our cybersecurity program increasingly leverages intelligence sharing capabilities about emerging threats within the energy industry, across other industries, with specialized vendors and through public-private partnerships with government intelligence agencies. Such intelligence allows us to better detect and work to prevent emerging cyber threats before they materialize.

►	The U.S. Department of Homeland Security has granted Certification for the Company’s cybersecurity risk management program under the Support Anti-Terrorism by Fostering Effective Technologies Act of 2002.
►	Our CEO co-chairs the Electricity Subsector Coordinating Council, which coordinates industry and federal government preparation for and response to potential national disasters and cyber-attacks.
►	Members of senior management have high-level security clearances to facilitate access to critical information, and we participate in pilot programs with industry and government to share additional information and strengthen cybersecurity and business resiliency.

Succession Planning and Talent Development

Valuing and developing our people is a strategic priority for our Company. To support this priority, we engage in detailed discussions around succession planning and talent development at all levels within our organization. We have robust discussions and actions that occur throughout the year. The Board meets potential leaders at many levels across the organization through formal presentations and informal events on a regular basis.

The Compensation and Management Succession Committee oversees the development and implementation of succession plans for senior leadership positions.

►	The process starts with management undertaking a full internal review of performance and development of leaders across the organization.
►	Management presents and discusses with the Compensation and Management Succession Committee its evaluation and recommendations for senior leadership succession regularly throughout the year.
►	The Compensation and Management Succession Committee updates the Board on these discussions.

The Compensation and Management Succession Committee is also regularly updated on key talent indicators for the overall workforce, including diversity, equity and inclusion, recruiting and development programs.

The Board annually reviews succession plans for senior management and the CEO, including both a long-term succession plan and an emergency succession plan. To assist the Board, the CEO annually provides his assessment of senior leaders and their potential to succeed at key senior management positions. The evaluation is done in the context of the business strategy with a focus on risk management.

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Political Engagement and Oversight

As a leading energy company that serves many communities through our subsidiaries, it is important to Southern Company’s business success to participate in the political process. We make political contributions in compliance with the laws and regulations that govern such contributions and in alignment with our commitment to act with integrity. We also engage directly with lawmakers and regulators on issues of importance to the Company and its stakeholders. Constructive relationships with policymakers allow our subsidiaries to deliver clean, safe, reliable and affordable energy to customers.

We have put in place decision-making and oversight processes for political expenditures and all governmental relations activities. Both management and the Board play important roles in these governance processes, including independent Director oversight of political expenditures and lobbying activities by our Nominating, Governance and Corporate Responsibility Committee. This also includes periodic review of governmental relations activities by our internal auditing organization to assess compliance with applicable laws and Company policies and procedures, the findings of which are reported to our Audit Committee.

As part of our commitment to good governance, we regularly review our disclosures against best practices. We have also engaged with our stakeholders on this topic in recent years. As a result of our internal review and stakeholder feedback, in 2021 and early 2022 we made the following enhancements to our disclosures.

►	We describe the principles and public policy advocacy positions that are representative of the views we express in our engagements on climate-related matters.
►	Our Report on Political Engagement Disclosures now includes political contributions made by our subsidiaries and the lobbying dollars spent by trade associations that lobby at the state level and to which our subsidiaries pay annual dues of $50,000 or more.
►	Our website highlights disclosure from our annual response to CDP, which provides a broader list of trade associations, groups and coalitions of which we are members and that are likely to influence climate-related policy.
►	Our updated Overview of Southern Company Policies and Practices for Political Engagement tracks the above enhancements.

These disclosures can be found in the Sustainability/ESG section of our website under Policy Engagement and Advocacy at investor.southerncompany.com. Our robust political engagement disclosures evidence our commitment to transparency, accountability and strong corporate governance.

Board Governance Processes

Board and Committee Self-Evaluation Process

The Board and each of its committees have a robust annual self-evaluation process.

1	Board Evaluation	The Lead Independent Director, in conjunction with the Nominating, Governance and Corporate Responsibility Committee, oversees the annual self-assessment process on behalf of the Board.
2	Committee Evaluations	The charter of each committee of the Board also requires an annual performance evaluation, which traditionally is overseen by the chair of each committee.
3	Interviews and Discussion	The Board self-evaluation process involves completion of a written questionnaire by each Board member, followed by an interview of each Director conducted by an independent third party. The independent third party reviews the results of the evaluation process with the Lead Independent Director. The Lead Independent Director leads a discussion with the full Board to review the results of the self-evaluation and identify follow up items. The committee self-evaluation process involves a review and discussion for each committee. The process is led by the chair of each committee and is conducted in executive session.
4	Outcome	The objective is to allow the Directors to share their perspectives and consider adjustments or enhancements in response to the feedback.

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Corporate Governance at Southern Company

The Board resumed regular in person Board meetings during the second half of 2021. As a result of the Board’s self-evaluation processes in recent years and its positive experience with the expansion of virtual Board and committee meeting technology during 2020 and 2021, the Board restructured its meeting schedule for 2022 to continue leveraging virtual technology for its committee meetings and continuing to hold in person Board meetings to use the Directors’ time more effectively.

Meetings of Non-Management Directors

An executive session, which allows non-management Directors (our independent Directors) to meet without any members of the Company’s management present, is included on the agenda of each regularly-scheduled Board meeting. These executive sessions promote an open discussion of matters in a manner that is independent of the Chairman and CEO. The Lead Independent Director chairs each of these executive sessions.

Certain Relationships and Related Transactions

We have a robust system for identifying potential related person transactions.

►	Our Audit Committee is responsible for overseeing our Code of Ethics, which includes policies relating to conflicts of interest. The Code of Ethics requires that all employees, officers and Directors avoid conflicts of interest, defined as situations where the person’s private interests conflict, or even appear to conflict, with the interests of the Company as a whole.
►	We conduct a review of our financial systems to identify potential conflicts of interest and related person transactions.
►	At least annually, each Director and executive officer completes a detailed questionnaire that asks about any business relationship that may give rise to a conflict of interest and all transactions in which the Company or one of its subsidiaries is involved and in which the executive officer, a Director or a related person has a direct or indirect interest.
►	We have a Contract Manual and other formal written procurement policies and procedures that guide the purchase of goods and services, including requiring competitive bids for most transactions above $10,000 or approval based on documented business needs for sole sourcing arrangements.

The approval and ratification of any related person transaction would be subject to these written policies and procedures which include:

►	a determination of the need for the goods and services;
►	preparation and evaluation of requests for proposals by supply chain management;
►	the writing of contracts;
►	controls and guidance regarding the evaluation of the proposals; and
►	negotiation of contract terms and conditions.

As appropriate, applicable contracts are also reviewed by individuals in the legal, accounting and/or risk management services departments prior to being approved by the responsible individual. The responsible individual will vary depending on the department requiring the goods and services, the dollar amount of the contract and the appropriate individual within that department who has the authority to approve a contract of the applicable dollar amount.

In addition to the above procedures, the Board has adopted a written policy pertaining to the approval or ratification of related person transactions by the Nominating, Governance and Corporate Responsibility Committee.

In 2021, Ms. Alexia Borden, the daughter of Paul Bowers, a retired executive officer of the Company, was employed by Alabama Power as senior vice president and general counsel and received total compensation of approximately $1,159,000. In 2021, Ms. Chelsea Tucker, the wife of Dan Tucker, an executive officer of the Company, was employed by Georgia Power as a customer relationship manager administrator and received total compensation of approximately $127,000.

We do not have any other related person transactions that meet the requirements for disclosure in this proxy statement.

In the ordinary course of the Southern Company system’s business, electricity and natural gas are provided to some Directors and entities with which the Directors are associated on the same terms and conditions as provided to other customers of the Southern Company system.

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Communicating with the Board

We encourage stockholders or interested parties to communicate directly with the Board, the independent Directors or the individual Directors, including the Lead Independent Director.

►	Communications may be sent to the Board as a whole, to the independent Directors or to specified Directors, including the Lead Independent Director, by regular mail or electronic mail.
►	Regular mail should be sent to our principal executive offices, to the attention of the Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308.
►	Electronic mail should be directed to corpgov@southerncompany.com. Stockholders may also contact the Board using the online form located in the Corporate Governance section of our website at investor.southerncompany.com.

With the exception of commercial solicitations, all communications directed to the Board or to specified Directors will be relayed to them.

Information Available on Our Website

Key corporate governance Information is available on our website at investor.southerncompany.com.

►	Board of Directors
►	Composition of Board Committees
►	Board Committee Charters
►	Corporate Governance Guidelines
►	Company Leadership
►	Director and Executive Stock Ownership Guidelines
►	Code of Ethics

►	Restated Certificate of Incorporation
►	Amended and Restated By-Laws (By-Laws)
►	Securities and Exchange Commission (SEC) Filings
►	Overview of Southern Company Policies and Practices for Political Engagement
►	Restrictions on Hedging or Pledging

These documents also may be obtained by requesting a copy from the Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308.

Director Compensation

Only non-employee Directors of the Company are compensated for service on the Board. For 2021, the pay components for non-employee Directors were:

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

Corporate Governance at Southern Company

Director Compensation Table

The following table reports compensation to the non-employee Directors during 2021.

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Janaki Akella	110,000	160,000	0	270,000
Juanita Powell Baranco	110,000	160,000	0	270,000
Jon A. Boscia(4)	54,167	66,667	0	120,833
Henry A. Clark III	110,000	160,000	0	270,000
Anthony F. Earley, Jr.	121,667	160,000	0	281,667
David J. Grain	205,000	160,000	0	365,000
Colette D. Honorable	137,500	200,000	0	337,500
Donald M. James	110,000	160,000	0	270,000
John D. Johns	130,000	160,000	0	290,000
Dale E. Klein	130,000	160,000	0	290,000
Ernest J. Moniz	130,000	160,000	0	290,000
William G. Smith, Jr.	130,000	160,000	0	290,000
Steven R. Specker(4)	58,333	66,667	0	125,000
Kristine L. Svinicki(5)	0	0	0	0
E. Jenner Wood III	121,667	160,000	0	281,667

(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.
(4)	Mr. Boscia and Dr. Specker retired from the Board on May 26, 2021.
(5)	Ms. Svinicki was elected to the Board in October 2021 and received compensation starting in January 2022.

Director Stock Ownership Guidelines

Under our Corporate Governance Guidelines, non-employee Directors are required to beneficially own, within five years of their initial election to the Board, common stock of the Company equal to at least five times the annual cash retainer. The annual equity grant for non-employee Directors is required to be deferred until Board membership ends. All non-employee Directors either meet the stock ownership guideline or are expected to meet the guideline within the allowed timeframe.

Director Deferred Compensation Plan

The annual equity grant to the independent Directors is required to be deferred in shares of common stock. The shares are not distributed until membership on the Board ends. The deferral is made under the Director Deferred Compensation Plan and earns dividends which are reinvested in additional shares of common stock until distribution. Upon leaving the Board, distributions are made in common stock.

In addition, Directors may elect to defer up to 100% of their remaining compensation in the Director Deferred Compensation Plan until membership on the Board ends. Such deferred compensation may be invested as follows, at the Director’s election:

►	in common stock units which earn dividends as if invested in common stock and are distributed in shares of common stock or cash upon leaving the Board; or
►	at the prime interest rate which is paid in cash upon leaving the Board.

All investments and earnings in the Director Deferred Compensation Plan are fully vested. For compensation earned prior to 2022, each Director was permitted to make one election to receive compensation deferred through the Director Deferred Compensation Plan upon leaving the Board in either a lump-sum payment or up to 10 annual distributions. In other words, all deferrals made by a Director in the Director Deferred Compensation Plan were subject to one distribution election. Beginning with compensation earned during 2022, each Director may annually elect the manner of distribution of compensation deferred through the Director Deferred Compensation Plan for a calendar year, either a lump-sum payment or up to 10 annual distributions. A distribution election must be made no later than December 31 of the year prior to the year in which the compensation will be earned.

48 Southern Company 2022 Proxy Statement

Corporate Governance at Southern Company

ITEM	Advisory Vote to Approve Executive Compensation (Say on Pay)	✔
2	►  As described in the CD&A beginning on page 50, we believe our compensation program provides the appropriate mix of fixed and at-risk compensation. ►  The short- and long-term performance-based compensation program for our CEO ties pay to Company performance, rewards achievement of financial and operational goals, relative TSR and progress on meeting our GHG reduction goals, encourages individual performance that is in line with our long-term strategy, is aligned with stockholder interests and remains competitive with our industry peers.	The Board recommends a vote FOR this proposal

We design our compensation program to attract, engage, competitively compensate and retain our employees. We target the total direct compensation for our executives at market median and place a very significant portion of that target compensation at risk, subject to achieving both short-term and long-term performance goals.

The Compensation and Management Succession Committee believes that our compensation programs effectively align executive pay with performance by:

►	Placing the vast majority (91%) of the CEO’s total compensation at risk
►	Striking the right balance between short- and long-term results
►	Selecting appropriate performance metrics, including market-based measures such as relative TSR, long-term value creation metrics such as EPS and ROE, progress in meeting GHG reduction goals (for the CEO), annual operational goals and individual performance goals that drive our long-term business strategy
►	Actively evaluating any EPS adjustments
►	Exercising its discretion to reduce payouts to ensure alignment with stockholder interests and feedback

At our 2021 annual meeting, we received over 95% support of votes cast on our executive compensation program.

Throughout 2021 and into 2022, we continued our robust stockholder outreach program. We reached out to the holders of 50% of our stock and have had engagements with stockholders representing over 30% of our stock. Our independent Directors, including our Lead Independent Director, the Chair of our Compensation and Management Succession Committee and the Chair of our Nominating, Governance and Corporate Responsibility Committee, have participated in key engagements. Feedback from our stockholders is carefully considered by the Committee in making compensation decisions.

Stockholders are voting to approve, on an advisory basis, the following resolution:

“RESOLVED, that the stockholders approve the compensation of the named executive officers described in the Compensation Discussion and Analysis, the Summary Compensation Table and the other compensation tables and accompanying narrative in the proxy statement.”

Although it is non-binding on the Board, the Compensation and Management Succession Committee will review and consider the vote results when making future decisions about the executive compensation program.

49

Compensation Discussion and Analysis

What you will find in this CD&A:

CD&A At-a-Glance	51
We highlight key items that are discussed in the CD&A
Letter from the Compensation and Management Succession Committee	53
The Compensation and Management Succession Committee (Compensation Committee or Committee) describes its key focus areas for 2021 and its key decisions with respect to pay for the year
CEO Pay for Performance and Alignment with Stockholder Interest	55
We demonstrate how CEO pay is aligned with our performance and stockholder interests
Stockholder Outreach and Say on Pay Response	57
We describe what we heard from investors on executive compensation topics from our outreach efforts and how the Committee responded to the input
Executive Compensation Program	59
We describe the details of our executive compensation program, including base salary, short- and long-term incentive awards and benefits
GHG Reduction Metric	69
We describe the metric that is aligned with our GHG emission reduction goals and part of the long-term incentive award for key executives, including the CEO
Compensation Governance Practices, Beliefs and Oversight	75
We describe our key compensation beliefs, the active compensation governance oversight by the Committee and the Board, peer groups, clawback policy and other compensation policies and practices

This CD&A focuses on the compensation for our CEO, CFO and our three other most highly compensated executive officers serving at the end of 2021.

Tom Fanning

Chairman of the Board, President and CEO of Southern Company

Dan Tucker

Executive Vice President and CFO of Southern Company

Mark Crosswhite

Chairman, President and CEO of Alabama Power

Stephen Kuczynski

Chairman, President and CEO of Southern Nuclear

Chris Womack

Chairman, President and CEO of Georgia Power

The CD&A also describes the compensation of the Company’s retired Executive Vice President and CFO, Andrew Evans, and the retired Chairman and CEO of Georgia Power, Paul Bowers. Collectively, these officers are referred to as the NEOs.

50 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

CD&A At-a-Glance

Key 2021 Company Highlights

Adjusted EPS exceeded	Best-in-class customer service
guidance range	reflecting excellent operational reliability throughout the year
21.07% Annualized TSR	Continued progress on Plant Vogtle
over the last 3 years	construction project amidst challenges
Retail sales recovered	Focus on our employees
to pre-pandemic levels	to keep them healthy and safe and promote a diverse, inclusive and innovative culture
Progress toward net zero by 2050	$2.8 billion
notified state agencies of intent to retire or repower significant portion of coal generation fleet by 2028	in dividends to stockholders
74 consecutive years	20 consecutive years
of dividends paid	of dividend increases

2021 Compensation Program Highlights

►  Aligned CEO Incentive Payout Decisions with Stockholder Interests: As a result of the increases in the total project capital cost forecast for Plant Vogtle Units 3 and 4 and the resulting charges against earnings for 2021, the Committee reduced the CEO’s incentive compensation payouts by approximately $5.0 million

►  Completed First GHG Reduction LTI Performance Period: The 2019-2021 GHG reduction goal achievement was 147% of target as we exceeded the 3-year cumulative MW change target, reflecting the retirement of more coal fired generating units than anticipated for the performance period

►  Continued Commitment to GHG Reduction Incentive Pay Alignment for CEO: Continued including a GHG reduction goal as a meaningful part of the CEO’s long-term equity award

►  Strengthened Clawback Policy: Adopted an enhanced incentive compensation clawback policy for senior leadership

►  Enhanced Stock Ownership Guidelines: Increased stock ownership requirements for CEO

►  Continued Focus on Pandemic Response: To address the impacts of the continued pandemic challenges of 2021 on our workforce, we worked diligently to help ensure the total well-being of our employees directly and through Company benefit plans

2022 Compensation Program Updates

►  Aligning Incentive Compensation with Commitment to Increasing our Renewable and Carbon-Free Generation Footprint: Added new operational metric to our short-term incentive plan that measures the availability of net zero generation resources, including nuclear, solar, wind and hydro

►  Strategic Enhancements to GHG Reduction Goal: Enhanced several components of our long-term incentive GHG emission reduction goals:

●  Extended participation to two additional senior executives

●  Refined targets to better reflect renewable resource capacity factors and battery storage

●  Broadened the assessment range of the qualitative assessment

51

Compensation Discussion and Analysis

Our Compensation Focus

In 2021, we worked through a continuing global health pandemic and ongoing economic uncertainty. We maintained our commitment to attracting and retaining a premium workforce by remaining competitive on many fronts, including compensation and employee benefits.

►	We closely monitored the compensation program, including incentive compensation metrics and goals set for 2021, to help ensure that it balanced the demands of the pandemic and appropriately recognized 2021 performance and long-term value creation for our stockholders and reflected feedback from our ongoing stockholder engagement program.
►	To remain competitive in the tight labor market, we worked with management to analyze and refine our total rewards to meet the diverse needs of our employees, including the executive team, and to attract and retain talent in a constantly evolving market. We also enhanced training and workforce development opportunities to support employees at all levels and foster retention.
►	We continue to target the total direct compensation for our executives at market median and place a very significant portion of that target compensation at risk. For our CEO, 91% of pay is at risk. This approach helps ensure management accountability to deliver on our annual and long-term financial and operational goals.
►	The Committee exercises discretion when necessary to appropriately align payouts with business performance and stockholder returns. In 2021 as well as prior years, this has resulted in exercising negative discretion to reflect charges against earnings resulting from large construction projects and excluding large gains from asset dispositions that were not included in our annual financial plans.
►	The Committee continues to believe that the majority of executive pay should be focused on long-term incentives. In 2021, 75% of the CEO’s target pay was comprised of long-term awards based on multi-year achievement of financial goals, stock price performance and the Company’s GHG goals.
►	In 2021, we increased efforts to recruit and develop diverse talent. These efforts include the adoption of measures to help prevent bias in recruiting and hiring practices.

Key Company Performance Metrics

We delivered strong adjusted financial, operational and stock price performance in 2021.

Exceeded our 2021 EPS goal
Target	Result	Payout
$3.30	$3.41	178%
Exceeded our 2021 operational goals, including safety, customer satisfaction and reliability
Target	Result	Payout
Various	Well above target	173%
Exceeded our peer group on the three-year TSR goal
Target	Result	Payout
Median	Top Decile	200%
Exceeded our 2019-2021 GHG reduction target goal and performed exceptionally on the qualitative modifier for advancing the energy portfolio of the future
Target	Result	Payout
Various	Above target	147%

Compensation Decisions for our Executive Leadership

►	In 2021, the Company maintained robust operational performance, including a consistent focus on system reliability, enhanced cyber and physical security measures and the delivery of strong adjusted financial results for our stockholders. Calculated incentive compensation payouts for 2021 reflect our outstanding performance.
►	The CEO’s leadership was critical to the Company’s continued success in 2021. He maintained focus on our key operational and customer service objectives, led meaningful progress toward reaching our decarbonization goals and helped to ensure our hiring, training and retention practices remained robust amid the continuing global pandemic, a tightening labor market and economic uncertainty.
►	The CEO was also instrumental in the continued progress on our long-term strategy, including divesting of non-core assets and furthering focus on our regulated utility business lines.
►	The CEO’s leadership facilitated achievement of major milestones at the Vogtle construction site during 2021, although the Company also confronted challenges that extended the project’s schedule and resulted in charges against earnings for 2021.
►	Accordingly, consistent with its past approach to addressing earnings adjustments, the Committee applied negative discretion to reduce the calculated 2021 incentive payouts for the CEO by approximately $5.0 million.
►	For other members of senior management, one of whom is an NEO, performance awards were forfeited as of December 31, 2021 due to delay in the completion of specific milestones for the Plant Vogtle Unit 3 construction project. The value of the lapsed awards was in excess of $2.2 million.

52 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

Letter from the Compensation and Management Succession Committee

To our Fellow Stockholders:

During 2021, we remained clearly focused on our core commitment to provide clean, safe, reliable and affordable energy to the customers and communities we serve. Our more than 27,000 employees worked diligently to deliver on this commitment and contributed to our many accomplishments during the year. Economies in our service territories largely rebounded to pre-pandemic levels, and our business followed suit, posting adjusted EPS for 2021 above the top end of our guidance range. Our businesses were not immune to lingering pandemic-related complications in the supply chain, inflationary pressures and a tight labor market. However, through innovation, strategic planning and effective execution, we were able to manage through the challenges.

The vision and the leadership of our Chairman and CEO Tom Fanning produced strong operational and adjusted financial performance. Our TSR outperformed the Philadelphia Utility Index and the Dow Jones Industrial Average for the three-year period ended December 31, 2021; we executed our financial plan; we notified state environmental agencies of our intention to retire or repower coal generating units; Georgia Power made meaningful progress at Plant Vogtle Units 3 and 4; and we retained and expanded our diverse workforce. See page 8 for the 2021 Company performance overview.

Compensation Committee Oversight and Engagement

This past year, we remained actively engaged in our oversight responsibilities for executive compensation, leadership and talent development, management succession planning, and human capital management, including a continued focus on employee health and well-being. We aim to implement compensation programs that are:

►	Designed and administered to drive long-term value creation for our stockholders;
►	Reflective of feedback from our ongoing stockholder engagement program;
►	Responsive to the dynamic environments in which our executives and workforce operate;
►	Supportive of the Company’s plan to reduce GHG emissions and meet its net zero goal; and
►	Aligned with our compensation beliefs.

The four independent Directors serving on our Committee bring a diverse range of qualifications, attributes, skills, experiences and perspectives to our decision making. We are committed to aligning pay with performance each year; hiring, developing and retaining a diverse pool of talent; and promoting alignment of our compensation program with the Company’s long-term strategy and stockholders’ expectations.

Building on what we created over the past several years, we continued our strong and active involvement in stockholder outreach, which includes independent Director participation in key engagements. In addition to direct participation, Directors receive regular updates from management on our stockholder engagement program. Below is an overview of the Committee’s key focus areas over the past year.

Human Capital Management

►	We received regular human capital updates from the management teams of each Company subsidiary on their specific initiatives for employee attraction, engagement and retention; diversity, equity and inclusion initiatives and results; pay equity analysis; and employee feedback and outreach efforts and results.
►	In light of extremely tight labor market conditions, we analyzed and refined our total rewards to meet the diverse needs of our employees, including the executive team, and to attract and retain talent in a constantly evolving market. We reviewed and studied multiple reliable sources of wage and economic data (nationally, regionally, within the industry and across other companies) to maintain competitiveness within our markets.
►	We continued supporting employees by offering remote and hybrid work schedules, providing flexibility, while focusing on employee well-being.

Developing Compensation Metrics to Support GHG Reduction Goals and Sustainable Business Practices

►	We were a pioneer among our utility peers by aligning a meaningful portion of the CEO’s long-term equity incentive award to the Company’s 2030 and 2050 GHG emission reduction goals, which we continued in 2021.
►	We have worked diligently to enhance several components of our long-term incentive GHG emission reduction goals for the 2022 performance year:
	●	Extended the application of the goal to two additional senior executives,
	●	Refined targets to consider renewable resource capacity factors and battery storage, and
	●	Broadened the assessment range of the qualitative assessment.
►	We continued using operational metrics in the annual incentive compensation program that include safety, workforce diversity, supplier diversity, customer satisfaction and other measures to support our sustainable business model. Beginning in 2022, we implemented a new zero carbon resource availability goal for annual incentive compensation.

53

Compensation Discussion and Analysis

Succession Planning

►	We maintained our focus on our succession planning process for senior management and the CEO, including effectively managing transitions for our CFO and the Chairman, President and CEO of Georgia Power during 2021. We continued to test and refine our robust talent pipeline to ensure that it can provide the same dynamic vision and steadfast leadership.
►	Our Committee met and discussed senior leadership talent and the overall company-wide talent management process throughout the year, and facilitated regular exposure, through Board meetings and other opportunities, to high potential employees throughout 2021, including through remote interaction.

Conducting CEO Performance Assessment

►	We reviewed and approved the CEO’s performance goals for 2021 and engaged in ongoing performance assessment dialogue throughout the year.
►	Utilizing an independent third-party, we facilitated the CEO performance review with the independent members of the Board. Details on CEO performance are on page 65.

Evaluating Compensation Plan Design and Alignment with Business Strategy and Stockholder Interests

►	We conducted our annual rigorous program evaluation to assess whether our incentive plan design strikes the right balance between short- and long-term results and is aligned with business strategy, key financial objectives and stockholder interests.
►	As described later in the CD&A, we continue to believe the plan design works as intended to align CEO performance with the long-term strategy of our business and value creation for stockholders.
►	Our Committee continued active engagement in assessing goal rigor and reviewing all earnings adjustments, both positive and negative, in making payout decisions by considering (1) management’s control over the item, (2) whether the item was contemplated in the financial plan, (3) alignment of pay outcome with stockholder impact and (4) alignment of pay outcome with management accountability.

2021 Incentive Compensation Pay Decisions for the CEO and Other Executives

Our businesses are successfully navigating the impacts of the COVID-19 pandemic, with retail sales recovering to pre-pandemic levels. Still, we were not immune to lingering pandemic-related complications such as supply chain challenges, higher non-fuel operations and maintenance costs, and a tight labor market. The Company managed through these challenges and achieved strong outcomes for our employees, customers, stockholders and the communities we serve. The outstanding leadership demonstrated by the CEO and executive team was key to the Company’s operational and financial successes throughout the year. These successes included exceeding our 2021 EPS goal on an adjusted basis, our 2021 operational goals, our 2019-2021 GHG reduction target goal, and our peers on our three-year TSR goal. Consistent with prior years, we did not make any adjustments or changes to the incentive compensation metrics, goals and targets that we set for the year.

Executive leadership during the pandemic at the Vogtle construction site was critical to achieving progress during 2021 in a safe manner with a focus on construction quality. The final major milestone prior to fuel load at Unit 3, Hot Functional Testing, was completed during the year. This testing sequence verified the successful operation of reactor components and systems together, and confirmed the reactor is ready for fuel load. Despite this achievement, the project continued to face challenges throughout 2021 that resulted in schedule extensions and after-tax charges to income in 2021 of $1.3 billion, or $1.19 per share.

Consistent with prior years and our focus on aligning pay with stockholder interests, we felt it was appropriate to take into account these charges against earnings for 2021 when considering executive compensation payouts. Accordingly, we applied negative discretion to reduce the calculated 2021 incentive payouts for the CEO by approximately $5.0 million, including a reduction of the 2021 annual incentive award (PPP) payout (calculated at 174% of target) by approximately $2.4 million or 46%. We applied a consistent approach to the 2019-2021 PSU payout, resulting in a reduction of approximately $2.6 million or 12%.

For certain other members of senior management, including one NEO, performance awards were forfeited as of December 31, 2021 due to the delay in the completion of specific Plant Vogtle Unit 3 construction project milestones. These performance awards were designed to provide accountability and link these executives’ compensation to the successful completion of milestones in accordance with the schedule approved by the Georgia PSC. The value of the lapsed awards was in excess of $2.2 million.

Report of the Compensation Committee

We met with management to review and discuss the CD&A. Based on that review and discussion, we recommended to the Board that the CD&A be included in this proxy statement.

John D. Johns	Donald M. James	Dale E. Klein	E. Jenner Wood III
CHAIR

54 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

CEO Pay for Performance and Alignment with Stockholder Interests

2021 CEO Incentive Payouts Demonstrate Pay for Performance and Alignment with Stockholder Interests

CEO TARGET PAY

We demonstrate strong alignment between CEO pay and performance based on three factors: 1.   We place the overwhelming majority of the CEO’s total compensation at risk 2.   We have metrics and targets in place to align pay with long-term value creation for stockholders 3.   We actively review earnings adjustments to appropriately align payout in a manner consistent with stockholder interests and stockholder feedback

CEO Pay Aligned with Long-Term Total Shareholder Return

We continue to create significant long-term stockholder returns through stock price appreciation and dividends paid to our stockholders. The chart below demonstrates the link between CEO incentive pay and the Company’s three-year stock price performance relative to the industry peer group for the years from 2019 through 2021.

►	For 2021, the majority of the CEO incentive compensation was tied to stockholder value created from 2019 to 2021 relative to our industry peers.*
►	During that same period, the Company created more than $36 billion of stockholder value.

CEO INCENTIVE PAY STRONGLY ALIGNED TO 3-YEAR STOCK PRICE PERFORMANCE RELATIVE TO INDUSTRY PEER GROUP* (CEO pay in millions)	MORE THAN $36B OF STOCKHOLDER VALUE CREATED FROM 2019 TO 2021
Target Incentive Pay Represents the target PPP and the target PSU granted for the applicable year. Though PRSUs have a performance hurdle, they are excluded from the analysis as they are less sensitive to TSR performance.      Actual Incentive Pay Represents actual PPP and PSU payouts for the applicable year, including the application of any negative discretion by the Committee    3-Year TSR % Rank Percentile rank for Southern’s TSR compared to the relative TSR for the industry peer group for the 3-year performance period ending in the applicable year*	The majority of the 2021 CEO actual incentive payout is tied to total shareholder returns relative to our industry peer group.

*

Industry peers selected by the Committee for determining TSR performance are generally consistent over the last three years, having been adjusted each year 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 77), and are disclosed in the applicable proxy statement for the year the PSU grant was made.

**

Market capitalization calculated based on the stock price on December 31, 2018. Market capitalization growth based on the closing stock price on December 31, 2021 as compared to the closing stock price on December 31, 2018.

55

Compensation Discussion and Analysis

Strong adjusted EPS growth for 2019–2021 allowed us to deliver consistent dividend growth for stockholders

►	Over the last three years, we have delivered strong adjusted EPS results above the top end of our projected guidance ranges. These results were driven by a combination of constructive regulatory outcomes for customers and stockholders and effective cost discipline.
►	This performance has enabled us to increase dividends per share for 20 consecutive years. Moreover, we have paid a dividend equal to or greater than the prior year for the last 74 years.

Reported EPS was $4.53 in 2019, $2.95 in 2020, and $2.26 in 2021. For a reconciliation of adjusted EPS to EPS under GAAP, see page 108.

CEO Pay Aligned with Consistent Progress toward Reducing GHG Emissions

Starting in 2019, we aligned a portion of the CEO long-term incentive pay with our GHG emission reduction goals. The addition of zero carbon generation resources and the retirement of coal generating units (cumulative megawatt change) has driven progress toward achieving GHG emissions reductions of 50% from 2007 levels by 2030 and net zero by 2050. Achievement of the initial three-year performance period quantitative metric and qualitative modifier above target is consistent with the Company’s progress in its decarbonization efforts. More details can be found on page 69.

2019 TO 2024 PLANNED AND ACTUAL TRAJECTORY TOWARD CUMULATIVE MW CHANGE GOAL

ANNUAL PROGRESS TOWARD 50% GHG EMISSION REDUCTION GOAL

* Note: GHG emissions can fluctuate with electricity demand, fuel prices, and other variables outside Southern Company’s control. Electricity demand in 2020 was reduced by COVID-19 impacts and mild weather. In addition, low natural gas prices in 2020 gave the natural gas generating fleet favorable economics relative to most coal units, displacing additional coal generation and the associated higher coal GHG emissions.

56 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

Stockholder Outreach and Say on Pay Response

We are committed to year-round engagement with our stockholders. Feedback from our stockholders has resulted in changes to our executive compensation program and enhancements to our disclosures over time.

At our 2021 annual meeting, we received over 95% support of the votes cast on the Say on Pay vote, which follows a stockholder vote of over 95% support in 2020. Through 2021 and early 2022, we continued our stockholder outreach efforts, reaching out to the holders of about 50% of our stock. Since January 2021, we have had engagements with stockholders representing over 30% of our stock. Independent Directors participated directly in many of these key engagements.

An overview of what we heard from the engagements with respect to executive compensation matters and how we have responded is described below.

What We Heard

What We Did

Alignment of Pay with GHG reduction efforts ►   Stockholders continue to support linking CEO pay and GHG reduction goals and overwhelmingly support including the metric as part of long-term equity incentive pay rather than the annual incentive ►   Stockholders continue to express support for the GHG goal quantitative metric that measures key changes in megawatts, reflecting the transition in our fleet, as compared to a percentage decrease in emissions, which is more likely to be impacted by annual changes to weather patterns and the strength of the economy that is outside of management’s control; stockholders also continue to express support for the qualitative modifier that is part of the GHG goal ►   A group of stockholders asked the Committee to consider broadening the qualitative modifier payout range and to enhance disclosure of the factors considered by the Committee in its qualitative assessment ►   Most stockholders continue to believe that aligning 10% of the CEO’s target long-term incentive award with our GHG reduction goals is appropriate, though some stockholders suggested an increase in the percentage ►   A group of stockholders asked the Committee to consider expanding application of the GHG goal as part of the long-term incentive award to other members of the executive team ►   A group of stockholders asked the Committee to consider ways to align annual incentive compensation for a broader group of employees with our decarbonization efforts

✓  Committee continued to include the GHG reduction compensation metric in 2021 CEO incentive awards ●   Continued using a quantitative metric of cumulative megawatt change as a reliable measure of progress in our fleet transition, along with a qualitative modifier ●   For the 2021 to 2023 performance period, an ambitious stretch goal was utilized for the quantitative metric ●   Enhanced disclosure of the factors considered by the Committee in its qualitative assessment of progress toward net zero by 2050 ✓  Committee continued to align 10% of the CEO’s long-term equity incentive award with our GHG reduction goals, noting that stockholders representing a significant percentage of ownership support the relative allocation among TSR, ROE and GHG as appropriately aligned with financial, market-based and GHG performance goals. However, given that there are some stockholders that continue to suggest an increase in the weighting of the GHG goal, we plan to continue to seek shareholder feedback on this topic during 2022 ✓  In response to stockholder feedback, the Committee updated the GHG goal beginning with the 2022-2024 performance period: ●   Broadened the qualitative modifier payout range to better reflect potential upside and downside risk related to meeting the GHG goal ●   Expanded and better differentiated the types of zero-carbon generation that are used to both set the goal and to measure performance against the goal ●   Expanded the individuals that have the GHG goal as part of their long-term incentive award to include the CFO and the EVP of Operations, individuals with systemwide responsibility related to meeting our emission reduction goals ✓  In response to stockholder feedback, the Committee added a net zero availability metric to the short-term incentive award that will apply to almost 15% of our employees

57

Compensation Discussion and Analysis

What We Heard	What We Did
Alignment between CEO pay and financial performance Consistent with the over 95% support for the 2021 Say on Pay vote, stockholders expressed the following: ►   Satisfaction with the 2020 payout decisions ►   Support of the overall pay program designs ►   Trust that the Committee will carefully assess each adjustment to earnings and act to promote pay for performance alignment	✓  Committee continued to evaluate plan design to help ensure that the programs are producing outcomes that are aligned with stockholders’ interests and overall Company performance. At the same time, we did not make significant changes to the overall plan design given stockholders’ year-over-year support for the program ✓  Committee continued to review all adjustments to earnings, whether positive or negative, to determine their appropriateness based on management control, materiality and overall impact to investors ✓  After thoughtful consideration by the Committee and consultation with the independent compensation consultant, in light of the charges to earnings for the Vogtle construction project in 2021, the Committee exercised negative discretion and reduced the CEO’s calculated 2021 incentive payouts by approximately $5.0 million ✓  Committee remained consistent in applying negative discretion to ensure accountability for large construction projects consistent with stockholder interests
Focus on human capital management ►   Interest from stockholders in understanding how we considered the health and safety of our workforce during the pandemic and any changes made to our incentive compensation targets and goals as a result of the pandemic ►   Interest from stockholders in our DE&I efforts, talent development and transparency on workforce diversity data, including disclosure of our EEO-1 workforce diversity data ►   Interest from stockholders on succession planning for key executive positions	✓  Committee strongly supported management’s priority of keeping our employees healthy and safe ✓  Committee did not change the incentive targets or goals under our annual or long-term incentive plans as a result of the ongoing pandemic ✓  Committee continued to focus on talent development and DE&I efforts ✓  Company began disclosing aggregated EEO-1 workforce diversity data in 2021 and will continue to do so on an annual basis ✓  Continued engagement and regular review sessions for CEO and senior management succession planning with the support of an external consultant that specializes in succession planning

58 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

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	✕  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 arrangements
✓  Strong stock ownership requirements for Directors and executive officers ✓  Change-in-control severance payouts require double-trigger of change in control and termination of employment ✓  Clawback provision applies to all incentive compensation awards with enhanced Clawback Policy provisions for key executives ✓  Annual pay risk assessment undertaken with input from the independent consultant ✓  91% 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

Executive Compensation Program

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, equity awards 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

59

Compensation Discussion and Analysis

Base Salary

►	The CEO recommends base salary adjustments for each of the other executive officers for the Committee’s review and approval. The recommendations consider competitive market data provided by the Committee’s independent compensation consultant, the need to retain an experienced team, internal equity, time in position, recent base salary adjustments and individual performance. Individual performance includes, among other things, the individual’s relative contributions to the achievement of financial and operational goals in prior years.
►	Base salary adjustments are effective as of March 1 each year.
►	The Committee determines the CEO’s base salary based on its comprehensive review of his individual performance, considering competitive market data provided by the independent compensation consultant.

Name	March 1, 2021 Base Salary ($)	March 1, 2020 Base Salary ($)
Tom Fanning	1,600,000	1,500,000
Dan Tucker(1)	675,000	(3)
Mark Crosswhite	882,876	857,161
Stephen Kuczynski	839,801	815,341
Chris Womack(2)	849,750	(3)
Andrew Evans	884,811	859,040
Paul Bowers	982,291	953,681

(1)	Effective September 1, 2021, Mr. Tucker’s annual base salary increased from $417,623 to $675,000 in connection with his promotion to Executive Vice President and CFO of the Company
(2)	Effective November 1, 2020, Mr. Womack’s annual base salary increased from $702,975 to $825,000 in connection with his promotion to President of Georgia Power. Effective March 1, 2021, Mr. Womack’s annual base salary was increased to $849,750 upon the CEO’s recommendation as described above.
(3)	Mr. Tucker and Mr. Womack were not NEOs as of March 1, 2020.

Annual Incentive Compensation (At Risk)

2021 Annual Performance Pay Program (PPP)

2021 PPP Highlights ►   CEO Pay Decisions: As a result of the charges against 2021 earnings related to the Vogtle construction project, the Committee reduced the CEO’s PPP payout by approximately $2.4 million (46% reduction). ►   Vogtle Performance: PPP goals for the Company, Southern Company Services, Georgia Power, and Southern Nuclear participants include an operational goal component tied to Vogtle Units 3 and 4, as described below. In assessing 2021 performance on this component, the Committee weighed construction delays and cost increases against COVID impact mitigation, incremental progress and strong safety performance. 2022 PPP Updates ►   Commitment to Increasing our Renewable and Carbon-Free Generation Footprint: Added new operational metric that considers the availability of zero carbon generation resources, including nuclear, solar, wind, and hydro as well as battery storage.

The formula for computing PPP payouts is as follows:

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%)		(ranges from 0% to 200%)

60 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

PPP Goal Rigor and Process Used to Set Goals

►	The Committee establishes the financial goals for EPS and net income based on the Company’s financial plan and value proposition, focusing on providing regular, predictable and sustainable EPS and dividend growth.
►	The Company’s goal setting process employs a multi-layered approach and analysis that incorporates a blend of objective and subjective business considerations and other analytical methods to help ensure that the goals are sufficiently rigorous. Goals are calibrated in part based on relative performance versus peer companies.
►	No payout under the PPP can be made if events occur that impact the Company’s financial ability to fund the common stock dividends.

2021 PPP GOAL WEIGHTING

CEO and CFO	Other NEOs

Financial Goal Setting Process

Belief: The Committee believes that paying on adjusted EPS and net income in conjunction with active Committee engagement aligns pay outcomes with stockholder interests

The Committee reviews the financial plan approved by the Finance Committee to reflect the current economic and regulatory environment and expectations for investment opportunities with the aim to deliver regular, predictable and sustainable EPS and dividend growth to investors over the long-term.

The Committee believes that setting goals in support of the achievement of our long-term EPS growth objectives is in the best interest of investors, rather than comparisons of year-over-year GAAP results. This approach focuses on the long-term EPS growth trajectory and, when setting the EPS goal, considers unique factors that may have impacted the prior year’s results, such as:

►	Weather-related revenue and expenses
►	Regulatory, legislative or policy changes from federal or state authorities
►	Impact of acquisitions and dispositions

The Committee calibrates the EPS goal to align with our publicly announced guidance range and considers industry comparisons and growth expectations to establish the threshold, target and maximum performance levels.

The process described above resulted in the Committee setting the EPS goals as described below.

Year	EPS Guidance Range	EPS Target (Middle of Guidance)	Year over Year EPS Target Increase	Increase from Prior Year Adjusted EPS Result
2021	$3.25 - $3.35	$3.30	$0.14(4%)	$0.05 higher ($3.25)
2022	$3.50 - $3.60	$3.55	$0.25(7.6%)	$0.14 higher ($3.41)

61

Compensation Discussion and Analysis

Belief: When determining payouts on the EPS goal, the Committee remains actively engaged at every regular Committee meeting in reviewing any EPS or net income adjustments

In determining EPS adjustments, the Committee considers:

►	Whether the item was contemplated in the financial plan
►	Whether the item was outside of normal operations (one-time versus recurring item or something outside of management’s control)
►	Whether the pay outcome would align with stockholder interests

In 2021, the Committee applied a reduction of approximately $5.0 million to the CEO’s total compensation as a result of the charges against 2021 earnings related to the Vogtle construction project which is consistent with prior Committee practice and our focus on aligning pay with stockholder interests. Since 2017, the cumulative impact of the Committee’s exercise of discretion on the CEO’s total compensation due to charges against earnings from large construction projects has resulted in a reduction of approximately $18.3 million.

Operational Goal Setting Process

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.

2021 Financial Performance

Financial Goal Achievement for 2021 PPP

We exceeded the financial goals for the year set by the Committee for 2021 financial performance.

Financial Goals	Threshold ($)	Target ($)	Maximum ($)	Result(1) ($)	Calculated Achievement (%)
EPS	3.14	3.30	3.46	3.41	178%
Alabama Power Net Income (millions)	1,098	1,150	1,250	1,238	186%
Georgia Power Net Income (millions)	1,543	1,675	1,855	1,845	196%
Southern Nuclear Net Income (millions)	(2)	(2)	(2)	(2)	191%

(1)

In determining EPS and net income for compensation goal achievement purposes, the Committee excluded acquisition and disposition impacts; estimated loss on plants under construction, including charges (net of salvage proceeds), associated legal expenses (net of insurance recoveries) and tax impacts; earnings from the Wholesale Gas Services business; impairment charges related to a pipeline project and two leveraged leases; and costs associated with the extinguishment of debt at Southern Company. For a reconciliation of EPS, as adjusted, to EPS under GAAP, see page 108.

(2)

Net income achievement for Southern Nuclear is determined by an average of the Alabama Power and Georgia Power Net Income payouts

Goal	Performance	Weight
EPS	Supports commitment to provide stockholders solid, risk-adjusted returns and to support and grow the dividend	The Company’s net income from ongoing business activities divided by average shares outstanding during the year EPS target is consistent with our business plan and aligned with the midpoint of our publicly-announced guidance range for the year
Business Unit Net Income	Supports delivery of stockholder value and contributes to the Company’s sound financial policies and stable credit ratings	Net income after dividends on preferred and preference stock, if any Target is consistent with our 2021 business plan

62 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

2021 Operational and ESG Performance

Operational Goal Achievement for 2021 PPP

The Company’s operational goals reflect our aim to deliver clean, safe, reliable and affordable energy to our customers. These goals also promote our sustainable business model by focusing on workforce development, improving our community through providing reliable and affordable energy and reflecting the Company’s focus on ESG matters.

The following table provides a summary of the operational goals for the Company’s CEO and CFO. Since Mr. Tucker was the CFO of Georgia Power prior to assuming the role of CFO in September 2021, his PPP goals also include goals for Georgia Power.

Environmental and GHG Emissions Reduction Goals  

GHG Emission Reductions – Our long-term incentive program includes a goal to measure our progress on these commitments. Please refer to page 69 for more details.

Environmental Footprint Community Impact Economic Development

Our incentive programs are aligned with our environmental principles and commitments. These goals demonstrate our commitment to reducing emissions while maintaining reliability and affordability. We are committed to achieving 50% GHG emissions reduction (relative to 2007) by 2030 and net zero GHG emissions by 2050.

Goal	Performance	Weight	Goal Payout
Plant Vogtle Units 3 and 4 – Building the first new nuclear units in the United States in more than three decades. These units will play an essential role in supporting our goal of net zero carbon emissions by 2050.	Construction continues to prioritize safety, quality, and design standard satisfaction. In assessing 2021 performance, the Committee weighed construction delays and cost increases against COVID impact mitigation, achievement of major milestones, and strong safety performance. Once complete, these units will produce clean, safe, reliable and affordable energy.	10%	100%
Generation Availability – Achieve top quartile for Combined Reliability Metric	Exceeded goal; achieved industry-leading Combined Reliability Metric results	10%	200%
Nuclear Operations – Achieve targets for nuclear safety, reliability and availability	Exceeded nuclear operations goals		170%
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	Exceeded gas operations goals		158%

NEW for 2022: Net Zero Availability goal – The PPP operational goals will include a measure for the availability of net zero generation resources, including nuclear, solar, wind, and hydro. This goal demonstrates our commitment to increasing our renewable and carbon-free generation footprint.

63

Compensation Discussion and Analysis

Human Capital Goals

Safety Diversity Sustainable Workforce

These goals demonstrate our commitments to Safety and Diversity, Equity and Inclusion.

Goal	Performance	Weight	Goal Payout
Safety – Reduce serious injuries and achieve milestones for critical risk controls and the safety & health management system	Exceeded safety goal	20%	200%
Culture – Improve representation of minorities and women in leadership and across the organization, achieve top quartile performance on DiversityInc. ranking and spending targets with diverse suppliers	Exceeded culture goal: improved diverse representation and recognized as one of the top 50 companies for diversity by DiversityInc; spending with diverse suppliers was slightly below target	20%	151%

Customer Satisfaction and Reliability Goals

Community Impact Safety Economic Development Customer Relationships

Nothing is more fundamental to our business than keeping the lights on and fueling our communities. These goals demonstrate our commitment to providing a world-class customer experience.

Goal	Performance	Weight	Goal Payout
Customer Satisfaction – Achieve 2nd quartile ranking on benchmarks surveys for each customer segment	Exceeded customer satisfaction goal: achieved top quartile rankings in customer satisfaction for each customer segment	30%	200%
Power Delivery – Maintain transmission and distribution system reliability, based on historical performance of the frequency and duration of outages	Exceeded power delivery targets for the frequency and duration of outages	10%	157%
Gas Operations – Improve pipeline safety and reliability by reducing damages from excavations and leak response time	Exceeded gas operations goals		155%
Total Operational Goal Achievement		100%	173%

The operational goals for the other NEOs are aligned with their specific operating company, and the structure is consistent with the goals for the Southern Company CEO and CFO. Their operational goal weights are:

►	Mark Crosswhite: Safety at 20%, Culture at 20%, Customer Satisfaction at 30%, Power Delivery Reliability at 15% and Generation Availability at 15%
►	Stephen Kuczynski: Safety at 20%, Culture at 10%, Nuclear Safety at 30%, Capability Factor at 20% and Plant Vogtle Units 3 and 4 Project Execution at 20%
►	Chris Womack: Safety at 20%, Culture at 10%, Customer Satisfaction at 30%, Plant Vogtle Units 3 and 4 Project Execution at 20%, Power Delivery Reliability at 10% and Generation Availability at 10%

64 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

2021 Individual Performance

CEO Performance Assessment

Continued leadership and commitment from our CEO led Southern Company to deliver strong adjusted financial and operational results in 2021, despite the continuing effects of the global pandemic which impacted our customers, our employees, and the communities that we serve. Our Board recognizes the strong leadership of Mr. Fanning within Southern Company and across the utility industry. Below are some of the performance highlights noted by the Committee for 2021.

Tom Fanning Chairman of the Board, President and CEO

FINANCIAL AND OPERATIONAL SUCCESS
	►	Company remained financially strong with a continued focus on quality credit metrics and outstanding financial results
		●	Adjusted EPS finished above the top of guidance at $3.41 compared to our guidance range of $3.25 to $3.35
		●	Continued focus on regulated businesses by divesting non-core assets, including Sequent Energy, and the termination of investment in new pipeline construction
		●	Effectively executed our capital plan and maintained discipline around credit metrics
	►	Operational performance continued to lead the industry
		●	Maintained outstanding customer satisfaction ratings
		●	Implemented protocols to prioritize health and safety of our workforce
		●	Enhanced cyber and physical security programs and operational resiliency
		●	Our grid automation strategies and investments are delivering real value to customers and our customers experienced 15% fewer minutes of interruptions in 2021
		●	Continued focus on employee safety through processes, culture and risk reduction to prevent injuries
		●	Achieved positive and constructive regulatory outcomes at Nicor Gas, Mississippi Power Company, Virginia Natural Gas and Chattanooga Natural Gas

CULTURE AND HUMAN CAPITAL
	►	Maintained focus on senior executive succession readiness and development of key talent
	►	Through our Moving to Equity commitment, the CEO facilitated the development and communication of a comprehensive plan focusing on equity in talent, culture, community investment, political engagement, supplier diversity and social justice, including a commitment of $225 million to advance racial equity and social justice in our communities over the next five years
	►	Continued to prioritize the development of cultural bandwidth and agility through Emotional Intelligence training
	►	Supported employees through pandemic by focusing on remote work schedules, flexibility and employee well-being (physical, financial, and emotional/social) with no employee lay-offs due to the COVID-19 pandemic
	►	Company recognized for its management quality, culture and focus on human capital, including one of the World’s Most Admired Companies from Fortune magazine and top rated utility for Management by Wall Street Journal Management Top 250 list

65

Compensation Discussion and Analysis

ACHIEVE SUCCESS WITH PLANT VOGTLE UNITS 3 AND 4
►	Facilitated achievement of major milestones at Plant Vogtle Units 3 and 4 during 2021, including commencement of hot functional testing and progress toward fuel load of Unit 3, despite challenges that resulted in schedule extensions.
	●	Unit 3: All 157 fuel assemblies have been loaded in spent fuel pool in preparation for fuel load; 21 systems turned over from construction to ITP and 11 areas turned over from construction to site operations
	●	Unit 4: Began open vessel testing and completed structural integrity & integrated leak rate testing
►	As of the end of 2021, direct construction was 99% complete for Unit 3 and 92% for Unit 4
►	Continued leadership and governance of construction of the first new nuclear units in the U.S. in over three decades, including a necessary focus on quality construction and thorough documentation procedures, and effective oversight of related regulatory processes
►	Despite continued progress, the project also faced challenges resulting in schedule delays, and charges to earnings totaling $1.3 billion after tax in 2021.
EVOLVE ESG STRATEGY AND ONGOING STAKEHOLDER ENGAGEMENT
►	Advanced long-term strategy of transitioning fleet to net zero GHG emissions by 2050
►	Energy from coal in 2021 represented 21% of energy mix and energy from zero-carbon resources was 31%, compared to 69% and 15% in 2007, demonstrating the continued transition of our fleet
►	Added approximately 1,100 MWs of renewable generation
►	Announced intent to close nearly 6,370 MWs of coal generation (more than 55% of the Company’s remaining coal capacity) by the end of 2028
►	Continued leadership in R&D, including engagement with key members of Biden administration regarding decarbonization objectives and policy needs
►	Enhanced transparency on decarbonization progress, including achieving CDP Climate Score of “A-” or leadership level for the second year (one of only 12 companies within our sector worldwide to attain this score)
►	Led substantive engagement during the year with Climate Action 100+ investor group, our environmental stakeholder group, and other key investors and stakeholders
CREATE LONG-TERM VALUE THROUGH INDUSTRY LEADERSHIP AND CREDIBILITY
►	During 2021, the CEO’s leadership within the industry continued to inform business strategy and create long-term value for stockholders:
	●	Involvement with the federal executive and legislative branches
	●	Commissioner of the Cyberspace Solarium Commission
	●	Principal of the American Energy Innovation Council
	●	Co-chair of Electricity Subsector Coordinating Council
	●	Member of the Tri-Sector Executive Working Group (public-private partnership that manages national risk across critical sectors in financial services, communications and electricity)
	●	Elected chairman of Institute of Nuclear Power Operations (INPO) effective March 2022
	●	Company participation in the 26th United Nations Climate Change Conference of Parties (COP26)
	●	Led Company’s participation in GridEx VI, hosted by NERC’s Electricity Information Sharing and Analysis Center
►	Additional leadership recognitions in 2021:
	●	Atlanta magazine’s Atlanta 500 list of influential leaders in the community (Government and Infrastructure category)
	●	Named one of Georgia Trend magazine’s 100 Most Influential Georgians
	●	Receipt of 2021 Bobby Jones Award from the Atlanta Area Council of the Boy Scouts of America

66 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

Other NEOs Performance Assessment

Our team of NEOs successfully led the Company through a challenging 2021. The Committee believes the overall performance of the executive officer team was pivotal to the many successes highlighted above for 2021, and as such, recognized the team exceeded expectations for the year.

	Dan Tucker		Mark Crosswhite		Stephen Kuczynski		Chris Womack
Executive Vice President and CFO of the Company		Chairman, President and CEO of Alabama Power		Chairman, President and CEO of Southern Nuclear		Chairman, President and CEO of Georgia Power

The executive management team collectively led and supported many of the initiatives listed above. Individual contributions and performance were assessed and pay differentiated for each executive. The following areas were considered for individually assessing each member of the executive team’s contributions for 2021:
►	Emphasis on workforce well-being including equitable employee recruitment and development
►	Customer growth and constructive regulatory outcomes
►	Strong financial and operational performance with best-in-class customer service
►	Achieve continued progress with Plant Vogtle Units 3 and 4
►	Commitment to transitioning the fleet and meeting interim GHG reduction goal by 2030 and long-term goal of net zero by 2050

2021 PPP Payouts

Name	Target 2021 PPP Opportunity (% of salary)	Target 2021 PPP Opportunity ($)	EPS Payout (%)(1)	Net Income Payout (%)(1)	Operational Payout (%)(1)	Individual Payout (%)(1)	Total Payout (%)(1)	Calculated 2021 PPP Payout ($)	Reduction to Payout ($)	2021 PPP Payout ($)
Tom Fanning	190%	3,040,000	178%	N/A	173%	167%	174%	5,282,000	(2,439,600)	2,842,400
Dan Tucker(2)	50%/80%	403,515	178%	N/A	173%	175%	176%	709,292	—	709,292
Mark Crosswhite	80%	706,301	178%	186%	175%	177%	179%	1,261,454	—	1,261,454
Stephen Kuczynski	75%	629,851	178%	191%	148%	150%	167%	1,050,591	—	1,050,591
Chris Womack	80%	679,800	178%	196%	159%	190%	179%	1,215,482	—	1,215,482
Andrew Evans	80%	707,849	178%	N/A	173%	175%	176%	1,244,045	—	1,244,045
Paul Bowers	100%	982,291	178%	196%	159%	175%	176%	832,349	—	832,349

(1)	Shown as rounded numbers.
(2)	PPP target and payout were prorated to reflect change in position as of September 1, 2021.

67

Compensation Discussion and Analysis

Long-Term Equity Incentive Compensation (At Risk)

2021 LTI HIGHLIGHTS
►	CEO Pay Decisions: As a result of the charges against earnings for 2021 relating to the Vogtle construction project, the Committee reduced the CEO’s PSU payout by approximately $2.6 million (12% reduction)
►	First GHG Reduction Long-Term Incentive Payout: The 2019-2021 GHG reduction quantitative and qualitative goal achievement was 147% as we exceeded the 3-year net MW change target
►	Commitment to GHG Reduction Goal: Continued including a GHG goal as a meaningful part of the CEO’s long-term equity award and project to meet our 50% reduction commitment as early as five years earlier than projected

2022 LTI UPDATES
►	Commitment to GHG Reduction Goal: Enhanced several components of the GHG emission reduction goals for 2022:
	►	Extend the eligibility goal to two additional senior executives
	►	Enhance alignment with renewable resource efficiency
	►	Extend the assessment range of the qualitative assessment

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).

2021 Long-Term Equity Incentive Grants

► 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.

			Weighting
	Metric(s)	CEO	Other NEOs
PSUs - Relative TSR & Consolidated ROE Earned solely on achievement of pre-established performance goals over 2021-2023 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%
PRSUs - Cash from Operations Goal Earned if 2021 cash from operations exceeds 2020 dividends. If earned, vest over three-year period	► Cash from operations must exceed prior year’s dividends paid	25%	30%
PSUs - GHG Reduction Goal Earned solely on achievement of pre-established performance goals aligned with Company’s 2030 and 2050 GHG reduction goals	► Quantitative metric of cumulative MW change ► Qualitative modifier	10%	N/A

►

If earned, awards are paid in common stock. Accrued dividend equivalent units (DEUs) are received only if the underlying 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 February 3, 2021, the date the Committee approved the 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.

68 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

2021-2023 Performance Share Unit Award

The PSU award includes financial and market-based performance goals over the three-year performance period from 2021 to 2023 and is further subject to a credit quality threshold requirement.

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 77 and is subject to change based on merger and acquisition activity.
Consolidated ROE	Aligns performance with regulatory ROE commitment and is a counterbalance to net income in the PPP	Consolidated Southern Company ROE of the traditional electric operating companies, Southern Company Gas and Southern Power
GHG Reduction Goal (for CEO only)	Aligns performance with Southern Company’s 2030 and 2050 GHG emission reduction goals	GHG reduction goal measures the progress on the Company’s emissions reduction commitment through quantitative and qualitative metrics

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 2021. The threshold, target and maximum for the GHG emission reduction goal are described in the 2021-2023 Long-Term Incentive Award - GHG Reduction Goal for CEO section below.

	Relative TSR Performance	Consolidated ROE Performance	Payout
Maximum	90th percentile or higher	12.5%	200%
Target	50th percentile	10.5%	100%
Threshold	10th percentile	9.0%	0%

2021-2023 Long-Term Incentive Award - GHG Reduction Goal for CEO

To demonstrate our commitment to GHG reduction, including the net zero by 2050 goal, the Committee continued to include a GHG metric in the CEO’s 2021 LTI award. A meaningful portion of the CEO’s 2021 LTI award (10% or up to $2.7 million) is aligned with our GHG reduction goals. This goal has both quantitative and qualitative components.

Quantitative Metric: The Committee chose to express the quantitative measure in terms of cumulative change in MWs over the three-year performance period. Expressing the measure as the cumulative change in MWs reflects the transition in our overall generation fleet, as opposed to expressing the measure in the decrease in emissions. If the measure had instead been expressed in terms of the decrease in emissions, results could be impacted by factors outside the Company’s control such as annual changes to weather patterns, the strength or weakness of the economy, and fuel prices and availability, potentially resulting in an unwarranted increase or decrease in incentive compensation.

Target performance over the 2021-2023 period is aligned with the trajectory necessary to reduce GHG emissions 50% by 2030, as compared to 2007. The metric utilized is cumulative MW change, which is limited to:

►	Adding zero-carbon MWs, and
►	Placing coal or gas steam generation units in retirement status or inactive reserve (which means no longer available for routine generation operations and dispatch, but available for resiliency and reliability)

Setting the GHG Goal associated with the Long-Term Incentive Award:

To achieve the Company’s goal of reducing GHG emissions 50% by 2030, a significant change in the Company’s generation fleet is required over a number of years. The magnitude of change to the generation fleet necessary to meet the Company’s 50% GHG reduction goal requires a long-term effort, begun years ago, due to:

►	lead times associated with adding new generation resources,
►	adding new transmission facilities,

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Compensation Discussion and Analysis

►	retiring existing generation resources, and
►	maintaining reliability and affordability for customers.

These generation changes are “lumpy,” meaning that the MW transition does not follow a straight line. Rather, the MW change will be larger in some years than in other years due to the discrete size of individual generation units and the lead times to implement the changes. For the 2021-2023 performance period, the target cumulative MW change was set based on the 2021-2023 projections from the scenarios originally used in 2018 to set the goal of a 50% GHG reduction by 2030. The stretch goal was set to accelerate the timing of a 50% reduction in GHG emissions.

GHG Reduction Goal Cumulative MW Change Comparisons

The GHG goal is based on the cumulative, realized actual change in MW over a forward-looking three-year performance period. As the Committee thoughtfully sets each three-year performance goal, it bases the target goal on the trajectory upon which the 50% GHG reduction by 2030 goal was set. This helps ensure the goal’s three-year cumulative MW change will maintain the trajectory necessary to achieve the Company’s larger commitment of attaining a 50% GHG reduction by 2030. The stretch goal is set to a level that would drive acceleration of the goal achievement.

Announcements or decisions regarding coal or gas steam generation or additions of zero carbon generation do not count toward goal performance. Goal performance achievement is based on the actual date when new zero carbon generation begins commercial operation or when coal or gas steam generation is permanently removed from routine generation operations and dispatch.

►

100% payout target goal: Set based on the original 2018 projected MW change in 2021-2023 required to meet the Company’s goal to reduce GHG emissions by 50% by 2030. Meeting the 100% payout level for 2021-2023 is projected to result in achieving our 50% GHG reduction goal approximately 5 years early due to exceeding the MW change goal in 2019-2021 and the current projection of exceeding the MW change goal in 2020-2022.

►

150% payout stretch goal: Set at a level about 21% greater than the target payout, to further accelerate timing of achieving the 50% GHG reduction goal. The threshold for the 2021-2023 goal has been set to a level equal to about 80% of the 2021-2023 cumulative MW target, preventing any payout if the 2021-2023 cumulative MW change threshold is not met over the course of the performance period.

Below are the net MW change goals for the 2021-2023 performance period.

2021-2023 Cumulative MW Change(1)	MW Change Implications(2)	Payout % of Target
< 1,852 MW	Failure to accomplish enough fleet transition to realize achievement of the 50% GHG reduction goal approximately five-years early	0%
1,852 MW	Accomplishing enough fleet transition to achieve the 50% GHG reduction goal approximately five-years early	50%
2,291 MW	Accomplishing enough fleet transition to exceed the 50% GHG reduction goal by one percentage point (51%) approximately five years early	100%
2,771 MW	Accomplishing enough fleet transition to exceed the 50% GHG reduction goal by two percentage points (52%) approximately five years early	150%

(1)	Goal is expressed in cumulative MW change. Not all MWs have the same GHG emission impacts.
(2)	Estimated actual reductions in GHG emissions assume average weather, moderate natural gas prices and trend economic growth. Deviations from average weather, natural gas prices or trend economic growth could result in greater or lesser GHG emissions than estimated.

Qualitative Component: The qualitative component creates incentives to achieve our 2050 goal through a qualitative assessment. Both the Committee and the entire Board evaluate the CEO’s leadership in advancing the energy portfolio of the future. The qualitative component is applied as a modifier to the payout determined under the quantitative component, and can result in up to a 30% increase in the overall payout for this goal.

►	Leadership and energy policy (nationally and within the industry)
►	Decarbonization R&D investments (such as EPRI and Southern proprietary R&D)
►	Investments (such as corporate venture capital spend and Energy Impact Partners)
►	New business development (through Southern Power and PowerSecure (e.g., renewables, distributed generation, distributed infrastructure, etc.))

Achievement	Modifier
Fails to meet	0%
Meets	+15%
Exceeds	+30%

70 Southern Company 2022 Proxy Statement

Compensation Discussion and Analysis

2021 Long-Term Equity Incentive Grant Amounts

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%)
Tom Fanning	875%	$	5,600,012	3,500,000	1,399,988		3,500,000	14,000,000
		# of units	94,197	58,873	23,549		58,873	235,492
Daniel Tucker	70%	$	116,938	87,689			87,689	292,316
		# of units	1,967	1,475			1,475	4,917
Mark Crosswhite	275%	$	971,175	728,381			728,381	2,427,937
		# of units	16,336	12,252			12,252	40,840
Stephen Kuczynski	250%	$	839,791	629,873			629,873	2,099,536
		# of units	14,126	10,595			10,595	35,316
Chris Womack	275%	$	934,732	701,034			701,034	2,336,801
		# of units	15,723	11,792			11,792	39,307
Andrew Evans	275%	$	973,315	729,987			729,987	2,433,289
		# of units	16,372	12,279			12,279	40,930
Paul Bowers	350%	$	1,375,197	1,031,398			1,031,398	3,437,994
		# of units	23,132	17,349			17,349	57,830

⁽¹⁾ Certain metrics for the 2021-2023 long-term equity incentive grant for the CEO are weighted slightly different than for the other NEOs as noted above.

2021 Performance-Based Restricted Stock Units Award

►	PRSUs are earned only if Southern Company’s cash from operations in 2021 exceeds $2.69 billion, the amount of dividends paid in 2020. 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 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.

2019-2021 Performance Share Unit Payouts

The calculated payout for the 2019-2021 PSU awards was 200% of target before applying any adjustments.

	Payout Results
PSUs – Relative TSR	200%
PSUs – ROE	200%
PSUs – GHG (for CEO only)	147%
Total Weighted Average	193% for CEO / 200% for others

Name	Grant Date Target Value of PSUs Granted ($)	Calculated Value of PSUs Earned ($)	Reduction to Payout ($)(1)	2021 PSU Payout ($)(2)
Tom Fanning	8,386,528	21,197,894	(2,563,662)	18,634,232
Dan Tucker	207,394	554,557		554,557
Mark Crosswhite	1,839,553	4,919,217		4,919,217
Stephen Kuczynski	1,272,583	3,403,084		3,403,084
Chris Womack	944,066	2,524,595		2,524,595
Andrew Evans	1,843,632	4,930,104		4,930,104
Paul Bowers	2,012,590	5,381,938		5,381,938

(1)	This column reflects the resulting reduction to the PSU payout attributable to the Committee’s exercise of discretion in light of the charges against earnings related to Plant Vogtle Units 3 and 4.
(2)	For NEOs other than the CEO, based on the closing price of $66.79 on February 11, 2022, the trading date immediately preceding the date that the Committee approved payouts. For the CEO, based on the closing price of $64.87 on February 16, 2022, the date that his payout was approved. Includes accrued DEUs.

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Compensation Discussion and Analysis

Recent Payout Results for the Long-Term Equity Incentive Awards

The chart below summarizes calculated payouts for the three most recent PSU award three-year performance cycles, including the recently completed 2019-2021 performance cycle. The chart does not reflect discretionary reductions, if any, determined by the Committee.

The 2017-2019 performance period was the first award cycle to include PRSUs, which comprised 30% of the total LTI grant for that performance period. The chart below does not include PRSU payouts; they are described in more detail following the chart.

Performance Period	Performance Measures	Weight	2017	2018	2019	2020	2021	Total Calculated Payout
2019-2021 PSUs	Relative TSR - Custom Peer Group	40%				200%		200%
	Consolidated ROE*	25% CEO/30% Others				200%		200%
	GHG Reduction Goal (for CEO Only)	10% CEO/0% Others						147%
2018-2020 PSUs	Relative TSR - Custom Peer Group	40%			183%			181%
	Consolidated ROE*	30%			178%
2017-2019 PSUs	Relative TSR - Custom Peer Group	30%		108%
	Cumulative EPS*	20%		129%				134%
	Equity-weighted ROE*	20%		177%

* In determining EPS and ROE for compensation goal achievement purposes for the performance periods above, the Committee excluded acquisition, disposition and integration impacts, including related impairment charges (2017-2021); earnings from the Wholesale Gas Services business (2017-2021); estimated loss on plants under construction, including charges (net of salvage proceeds), associated legal expenses (net of insurance recoveries) and tax impacts (2017-2021); the 2018 earnings impact of the Toshiba parent guarantee proceeds paid in 2017 (2018); settlement proceeds of Mississippi Power’s claim for lost revenue resulting from the 2010 Deepwater Horizon oil spill in the Gulf of Mexico (2018); additional net tax benefits as a result of implementing federal tax reform legislation (2018); impairment charges associated with a pipeline project, a natural gas storage facility and leveraged leases (2019-2021); and costs associated with the extinguishment of debt at Southern Company (2020-2021).

2019-2021 GHG Reduction Goal PSUs Payout Results for CEO

QUANTITATIVE COMPONENT (113% Payout)

►	The target goal for the 2019-2021 award is a 3,080 MW cumulative change over the three-year performance period. Over the performance period, the Company achieved 3,192 MWs of fleet transition, representing 113% payout results, through:
	►	New solar generation placed into service at various times over the performance period;
	►	The 2019 retirements of Plant Hammond, Plant Gorgas and Plant McIntosh Unit 1; and
	►	Placement of Plant Gadsden Unit 2 on inactive reserve status.

Note: The retirement of Plant Gorgas was not forecasted or included in the original IRP plans on which the goal was based, so the approximately 900 MWs associated with Plant Gorgas added upside to the goal achievement. However, the delay of Vogtle Unit 3’s commercial operation as well as a delay in a third-party owned large solar generator had a partially offsetting negative impact on goal achievement since these MWs were not in commercial operation by the end of 2021.

QUALITATIVE COMPONENT (+30%)

The Committee in partnership with the Board and the Operations, Environmental and Safety Committee has assessed the performance of the CEO with regards to his leadership in advancing the energy portfolio of the future to have exceeded expectations (Modifier = 30%) set forward at the beginning of the performance period. The Committee, in partnership with the Operations, Environmental and Safety Committee, noted a number of 2019-2021 actions that aid our ability to achieve net zero:

►	Leadership and energy policy
	●	Engagements with numerous federal policy makers advocating sound energy and climate policy
	●	Announced goal to convert 50% of Southern Company’s light duty vehicles to electric by 2030
►	R&D investments
	●	Anchor sponsor in the multi-sector, international Low-Carbon Resources Initiative begun by the Electric Power Research Institute and the Gas Technology Institute
	●	Extended agreement with the U.S. Department of Energy (DOE) to operate the National Carbon Capture Center and to expand the scope to include both carbon capture for natural gas-fired generation as well as direct air capture of existing GHG from the atmosphere

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Compensation Discussion and Analysis

	●	Participating in study to assess feasibility of a commercial-scale, regional GHG geological storage hub
	●	Participating in research to develop cost-effective zero-carbon hydrogen-based energy solutions
	●	Secured DOE award to further develop the TerraPower advanced nuclear reactor concept
►	Investments
	●	Committed $45 million in the Energy Impact Partners Fund II, focused on advancing critical climate solutions and
	●	Additional $10 million commitment to the Energy Impact Partners Frontier Fund, focused on breakthrough deep decarbonization technologies
►	New business development
	●	Southern Power completed, or is in the process of adding, four wind facilities and five utility-scale battery storage projects
	●	Acquired/partnered with companies for 100+ MW of energy storage and Bloom Energy Servers

2019 TO 2024 PLANNED AND ACTUAL TRAJECTORY TOWARD CUMULATIVE MW CHANGE GOAL

ANNUAL PROGRESS TOWARD 50% GHG EMISSION REDUCTION GOAL

* Note: GHG emissions can fluctuate with electricity demand, fuel prices, and other variables outside Southern Company’s control. Electricity demand in 2020 was reduced by COVID-19 impacts and mild weather. In addition, low natural gas prices in 2020 gave the natural gas generating fleet favorable economics relative to most coal units, displacing additional coal generation and the associated higher coal GHG emissions.

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Compensation Discussion and Analysis

Performance Updates: 2020-2022 and 2021-2023 GHG Reduction Goals

QUANTITATIVE COMPONENT

►	The target goal for the 2020-2022 award is a 1,723 cumulative MW change. Through the end of 2021, the Company is trending favorably, with a little more than 60% of the target already accomplished through new solar generation placed into service in 2020 and 2021 and several large generation changes expected to occur in 2022.
►	The target goal for the 2021-2023 award is a 2,291 cumulative MW change. Through the end of 2021, the Company forecasts exceeding the goal based on zero-carbon generation additions made in 2021 and future anticipated coal unit retirements and zero-carbon generation additions.

Looking Ahead: 2022-2024 GHG Reduction Goal

The Committee has continued including the GHG goal as part of the CEO’s long-term equity incentive award for the 2022-2024 performance period. Performance over the period from 2022 to 2024 is aligned with a trajectory to achieve our 50% GHG emission reduction goal as early as five years early. The 150% payout stretch cumulative MW change goal for 2022-2024 has been set at a level about 84% greater than the target cumulative MW change goal for the 2022-2024 performance period.

2022 GHG Reduction Goal Updates

►	Including the GHG reduction goal as part of the long-term equity incentive compensation of additional senior executives
	●	Southern Company Executive Vice President of Operations and
	●	Southern Company CFO
►	Enhancing the qualitative component so that it has the potential to not only provide upside but to also penalize poor performance
	●	The 2022-2024 modifier can range from -25% to +50%, as compared to the prior 0% to +30%
►	Expanding and better differentiating the types of zero-carbon generation that are used to both set the goal and to measure performance against the goal
	●	New wind generation to receive 1.25 MWs credit for each nameplate MW of addition, in recognition of wind’s greater capacity factor and associated greater GHG reduction benefits than solar
	●	Energy storage, either stand-alone or paired with solar, with a full-load storage discharge duration of 4 to 8 hours and available for providing capacity and energy benefits under the control of Southern Company’s fleet operations personnel will receive 0.5 MWs credit for each nameplate MW of addition, in recognition of the importance of energy storage in reliably and cost-effectively integrating an increasing amount of intermittent renewable generation. Energy storage with a full-load discharge duration of greater than 8 hours will receive 0.75 MWs credit for each nameplate MW of addition, in recognition of the importance of long duration energy storage to enable reliance on a high penetration of intermittent renewables.

Consulting Agreement for Mr. Evans

Mr. Evans voluntarily stepped down from his role as CFO of the Company on September 1, 2021 and served as a senior adviser to the CEO before retiring from the Company effective December 31, 2021. Effective January 1, 2022, Mr. Evans was appointed to the board of directors of Georgia Power and receives the standard compensation payable to a non-employee director of that entity which consists of an annual cash retainer of $84,000 and an annual stock retainer of $66,000 payable in common stock.

Mr. Evans entered into a consulting agreement with Southern Company Services, Inc. pursuant to which he will serve as a consultant to facilitate a smooth transition in the chief financial officer role at the Company. The term of the consulting agreement is from January 1, 2022 until December 31, 2023. Under this agreement, Mr. Evans will earn $250,000 in annual compensation and he will not be eligible to receive any equity compensation for his service as a consultant. The consulting agreement also specified that the individual performance goal component of Mr. Evans’ PPP for 2021 was deemed achieved at no less than 100% of target. If Mr. Evans’ consulting services are terminated without cause, or if Mr. Evans dies or becomes disabled, Mr. Evans will receive any unpaid compensation that he would have otherwise received under the consulting agreement for its full term. The consulting agreement contains standard confidentiality and non-solicitation provisions.

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Compensation Discussion and Analysis

Benefits

Fulsome summaries of our Benefit Plans can be found in Appendix B - Benefit Plan Summary at page 113.

Retirement Benefits

►	Employee Savings Plan: Substantially all employees are eligible to participate in the Employee Savings Plan (ESP), our 401(k) plan. The NEOs are also eligible to participate in the Supplemental Benefit Plan (SBP), which is a nonqualified deferred compensation plan where we can make contributions that are prohibited to be made under the ESP due to limits under the tax code.
►	Pension Benefits: Substantially all employees participate in a funded Pension Plan. Normal retirement benefits become payable when participants attain age 65. The Company also provides unfunded benefits to certain employees, including the NEOs, under two nonqualified plans: the Supplemental Benefit Plan (Pension-Related) (SBP-P) and the Supplemental Executive Retirement Plan (SERP). The SBP-P and the SERP provide additional benefits the Pension Plan cannot pay due to limits applicable to the Pension Plan.
►	Deferred Compensation Benefits: We offer a Deferred Compensation Plan (DCP), which is an unfunded plan that permits participants to defer income as well as certain federal, state and local taxes until a specified date or their retirement, disability, death or other separation from service.

Change-in-Control Protections

►	We believe that change-in-control protections allow management to focus on potential transactions that are in the best interest of our stockholders.
►	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 salary plus target PPP opportunity. For the other NEOs, severance is two times salary plus target PPP opportunity. No excise tax gross-up would be provided.

Perquisites

►	We provide limited perquisites to our executive officers, consistent with the Company’s goal of providing market-based compensation and benefits.
	►	The Committee recognizes that permitting limited personal use of system aircraft for certain executives allows them to continue to perform their duties in a safe, secure environment and promotes safe and effective use of their time. For 2021, the Committee approved personal use of system aircraft for Mr. Fanning and Mr. Kuczynski. Amounts are included in the Summary Compensation Table.
	►	The personal safety and security of employees at home, at work and while traveling is of utmost importance to the Company. Given Mr. Fanning’s profile and high visibility, the Committee believes that the costs of his security program are appropriate and a necessary business expense and that we can benefit from the added security measures for him. Costs reported in the Summary Compensation Table reflect the ongoing security services provided during 2021.
►	No tax assistance is provided on perquisites to executive officers of the Company, except on certain relocation-related benefits that are generally available to all employees.

Compensation Governance Practices, Beliefs and Oversight

Our Commitment to Provide Equitable Compensation for all Employees

Our compensation system is designed to promote pay equity throughout the entirety of each employee’s tenure. To help ensure compensation is fair, competitive and equitable, we have adhered to several key strategies:

►	We pay market-competitive rates. We use highly reliable data sources and rigorous compensation analysis to help ensure alignment to the market.
►	We adhere to the pay for performance philosophy which allows managers to reward employees based on performance within established controls.

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Compensation Discussion and Analysis

►	We utilize several additional measures to promote fairness and consistency, including strong market data and job pricing, well-defined salary structures, comprehensive merit and incentive processes — along with clear procedures for employees to voice concerns.
►	When appropriate, pay adjustments may occur in accordance with an employee’s performance or changes in responsibilities. Adjustments may also occur with ad hoc market-based changes or as the result of an equity audit.

We conduct pay equity audits each year. These audits are performed to evaluate potential inequities or inconsistencies in our pay practices. Since 2020, we have collaborated with an independent third party to perform annual pay equity audits plus wage gap and glass ceiling analyses. Detailed results are reported to the Compensation Committee and senior leadership. High-level results were communicated to all employees in 2021. These annual audits help us evaluate our compensation program and consistently confirm strong pay equity across all operating companies.

The Compensation Committee and senior management remain vigilant in our efforts to help ensure all employees are treated fairly and consistently.

►	We have a longstanding commitment to equitable pay at all levels across the Southern Company system. As we navigated through the ongoing unprecedented challenges of 2021, we continued our communication and education programs to inform our employees of our longstanding dedication to paying fair and equitable compensation.
►	Our commitment aligns closely with the concept of Unquestionable Trust that we find in Our Values. It speaks to our commitment to act with honesty, respect, fairness and integrity in all we do. Simply put, discrimination in any form has no place in our business practices, including those that have to do with employee compensation.

Clawback of Compensation

Clawback Provisions in the Omnibus Plans

The 2011 Omnibus Plan and the 2021 Omnibus Plan include clawback provisions that apply to PPP and LTI awards granted under those plans. These clawback provisions are triggered if (1) we are required to prepare an accounting restatement due to material noncompliance as a result of misconduct with any financial reporting requirement under the securities laws (a Restatement Trigger), and (2) a participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the participant is one of the individuals subject to automatic forfeiture under the Sarbanes-Oxley Act of 2002.

Clawback Policy

For incentive-based compensation granted after May 26, 2021, our Clawback Policy provides us with an additional basis to recoup incentive-based compensation from certain members of our senior management, including our NEOs. The Clawback Policy applies in the following circumstances:

►

Restatement: The Committee may provide for the recovery or adjustment of excessive incentive-based compensation from a covered employee if (1) there is a Restatement Trigger, and (2) the Committee determines that the covered employee committed misconduct that contributed to the noncompliance that resulted in the Restatement Trigger.

►

Detrimental Activity: The Committee may provide for the reduction, forfeiture or recovery of incentive-based compensation with respect to a covered employee if the covered employee has engaged in certain detrimental activity (such as certain misconduct or a material violation of our Code of Ethics or applicable Company policies) that results in significant financial or operational loss or serious reputational harm to the Company or its subsidiaries (a Detrimental Activity Trigger)

The Clawback Policy generally allows for recovery for at least three years prior to the year in which the Committee determines that a triggering event has occurred. This three-year recovery period represents an enhancement over the clawback period under our Omnibus Plans, which allow for the recovery of award payments that are earned or accrued during the 12-month period following the first public issuance or filing that was restated.

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Compensation Discussion and Analysis

Peer Groups and Establishing Market-Based Compensation Levels

Peer Group for 2021 Compensation Decisions

Peer Group for Relative TSR Metric for 2021-2023 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 2021, Pay Governance, in conjunction with the Compensation Committee, conducted a detailed review of internal considerations and external practices for the determination of the compensation peer group. ►  Adjustments to the peer group and the benchmarking approach were made to focus 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 2021-2023 performance period for the performance shares consists of 22 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.

Peers used for BOTH: 2021 Compensation Decisions Peer Group and 2021-2023 Relative TSR Peer Group
	Ameren Corporation	DTE Energy Company	PPL Corporation
	American Electric Power	Duke Energy Corporation	Public Service Enterprise
	Company, Inc.	Edison International	Group Incorporated
	CenterPoint Energy, Inc.	Entergy Corporation	Sempra Energy
	CMS Energy Corporation	Eversource Energy	WEC Energy Group, Inc.
	Dominion Energy, Inc.	FirstEnergy Corp.	Xcel Energy Inc.

+	+
2021 Compensation Decisions Peer Group	2021-2023 Relative TSR Peer Group
Exelon Corporation	Alliant Energy Corporation
NextEra Energy, Inc.	Consolidated Edison, Inc.
PG&E Corporation	Evergy, Inc.
	Fortis Energy Services
	NiSource Inc.
	Pinnacle West Capital Corporation

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Compensation Discussion and Analysis

Other Compensation and Governance Inputs, Policies and Practices

Role of the Compensation Committee

►	The Compensation Committee is responsible for overseeing the development and administration of our compensation and benefits policies and programs as well as the review and approval of all aspects of our executive compensation programs.
►	The Compensation Committee is supported in its work by the HR Department, the Finance Committee (financial goals), the Operations, Environmental and Safety Committee (operational goals) and the Compensation Committee’s independent compensation consultant.

Role of the CEO

►	The CEO makes recommendations to the Compensation Committee regarding other executive officers with respect to (1) base salary adjustments, (2) PPP targets and individual performance achievement payouts and (3) LTI targets. These recommendations are based upon market data provided by the independent compensation consultant, the CEO’s assessment of each executive officer’s performance, the performance of the individual’s respective business or function and employee retention considerations.
►	The Compensation Committee considers the CEO’s recommendations in approving the compensation for the other executive officers. However, the Compensation Committee makes the final decisions with respect to compensation decisions for the executive officers.
►	The CEO does not play any role with respect to decisions impacting his own compensation.

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 2021, 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 2021.
►	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.

Prohibition on Hedging and Pledging of Common Stock

Our insider trading policy includes an “anti-hedging” provision that prohibits Directors and employees (including officers) and certain of their related persons (such as certain of their family members and entities they control) from purchasing or selling, or making any offer to purchase or sell, derivative securities relating to securities of the Company or its subsidiaries. The policy specifies examples of covered derivative securities, including exchange-traded options to purchase or sell securities of the Company or its subsidiaries (so-called “puts” and “calls”) or financial instruments, that are designed to hedge or offset any decrease in the market value of securities of the Company or its subsidiaries (including but not limited to prepaid variable forward contracts, equity swaps, collars and exchange funds).

Our insider trading policy also includes a “no pledging” provision that prohibits pledging of our stock for all Southern Company executive officers and Directors.

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Compensation Discussion and Analysis

Stock Ownership Requirements

We believe ownership requirements align the interests of officers and stockholders by promoting a long-term focus and facilitating long-term share ownership.

►	All of our executive officers are subject to stock ownership requirements.
►	All of our executive officers are meeting their applicable ownership requirements.
►	Mr. Fanning exceeds his stock ownership requirements by more than seven times.
►	Ownership arrangements counted toward the requirements include shares held in Company-sponsored plans, phantom stock investments in the DCP and the SBP, and shares beneficially owned by the executive officer outside of Company-sponsored plans.
►	Because Mr. Bowers and Mr. Evans retired during 2021, they are no longer subject to the stock ownership requirements.

CEO STOCK OWNERSHIP AS OF MARCH 1, 2022

Effective January 1, 2021, the Compensation Committee enhanced the stock ownership requirements.

►	Increased ownership requirement for CEO from five times base salary to six times base salary.
►	Reduced timeframe to meet applicable ownership requirement from six years to five years for newly-elected and newly promoted officers.
►	Eliminated reduced requirement at age 60 for our Management Council; these executives must maintain their full ownership requirement.

Tax Deductibility of Compensation

U.S. tax law limits a public company’s deductions to $1 million per year for compensation paid to its CEO, CFO and each of its three other most highly compensated executive officers, as well as to any individual who was subject to the $1 million deduction limitation in 2017 or any later year. There is no exception for qualifying performance-based compensation unless it is pursuant to a written binding contract in effect as of the transition date of November 2, 2017. Certain annual cash incentive awards and equity-based incentive awards made on or before the transition date may satisfy the requirements for deductible compensation and any compensation in excess of $1 million paid to a covered person after 2017 will not be deductible unless it qualifies for transition relief. The Committee continues to retain the discretion to make awards and pay amounts that do not qualify as deductible.

Despite the changes to the tax code, the Compensation Committee continues to believe that a significant portion of our executive officers’ compensation should be performance based and tied to pre-approved performance measures.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is made up of independent Directors of the Company who have never served as executive officers of the Company. During 2021, none of the Company’s executive officers served on the Board of Directors of any entities whose executive officers serve on the Compensation Committee.

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Executive Compensation Tables

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)
Thomas A. Fanning Chairman, President and CEO, Southern Company	2021	1,582,692	14,902,407	2,842,400	1,689,005	227,055	21,243,559
	2020	1,536,539	12,260,206	2,625,000	5,721,710	223,395	22,366,850
	2019	1,389,616	10,836,513	3,496,675	11,927,890	214,491	27,865,185
Daniel S. Tucker Executive Vice President and CFO, Southern Company	2021	494,036	311,160	709,292	1,131,281	31,192	2,676,961
Mark A. Crosswhite Chairman, President and CEO, Alabama Power	2021	878,425	2,584,436	1,261,454	477,695	65,580	5,267,590
	2020	884,421	2,486,042	1,202,768	2,672,719	56,822	7,302,772
	2019	825,158	2,524,432	1,129,045	3,703,350	52,679	8,234,664
Stephen E. Kuczynski Chairman, President and CEO, Southern Nuclear	2021	835,568	2,234,864	1,050,591	387,174	283,929	4,792,126
	2020	841,271	2,149,671	1,044,452	848,625	197,455	5,081,474
	2019	786,431	1,746,370	960,642	809,403	174,109	4,476,955
Christopher C. Womack Chairman, President and CEO, Georgia Power	2021	845,466	2,487,427	1,215,482	1,576,684	54,656	6,179,715
Andrew W. Evans, Former Executive Vice President and CFO, Southern Company	2021	880,351	2,590,133	1,244,045	352,211	63,578	5,130,318
	2020	886,360	2,491,535	1,140,805	916,499	63,394	5,498,593
	2019	825,354	2,530,039	1,104,896	973,986	49,489	5,483,764
W. Paul Bowers Former Chairman, President and CEO, Georgia Power	2021	516,418	3,659,598	832,349	2,142,621	68,050	7,219,036
	2020	980,754	3,520,259	1,507,198	4,690,478	60,206	10,758,895
	2019	904,568	2,761,923	1,319,531	3,816,375	59,846	8,862,243

Column (a)

Mr. Tucker and Mr. Womack were not NEOs in 2019 or 2020.

Column (d)

This column does not reflect the value of stock awards that were actually earned or received in 2021. 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 2021.

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 (57% of the PSU grant value) and the closing price of common stock on the grant date (43% of the PSU grant value). No amounts will be earned until the end of the three-year performance period on December 31, 2023. 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 Mr. Fanning’s PSUs related to the GHG reduction goals described below) granted in 2021 assuming that the highest level of performance is achieved is as follows: Fanning — $20,004,838; Tucker - $446,942; Crosswhite $3,712,110; Kuczynski — $3,209,982; Womack - $3,572,786; Evans - $3,720,292; and Bowers — $5,256,400.

The value reported for the PSUs granted to Mr. Fanning related to the GHG reduction goals in 2021 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, 2023. The value then can be earned based on performance ranging from 0% to 195%, as established by the Compensation Committee. The aggregate grant date fair value of the PSUs granted to Mr. Fanning in 2021 related to the GHG reduction goals assuming the highest level of performance is achieved is $2,729,977.

80 Southern Company 2022 Proxy Statement

Executive Compensation Tables

The amounts in column (d) also reflect the grant date fair value of PRSUs granted to certain of the NEOs in 2021 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 2021 and reported in column (d) is as follows: Fanning — $3,500,000; Tucker - $87,689; Crosswhite — $728,381; Kuczynski — $629,873; Womack - $701,034; Evans - $729,987; and Bowers — $1,031,398.

The amount in column (d) also reflects the grant date fair value of restricted stock units of $87,689 granted to Mr. Tucker on February 3, 2021 as described in the CD&A, based on the closing price of common stock on the grant date.

See Note 12 to the financial statements included in the 2021 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 2021 is for the one-year performance period that ended on December 31, 2021.

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 Mr. Tucker, his accumulated benefit includes a portion of his Pension Plan benefits which are the subject of a qualified domestic relations order.

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.

Understanding the Annual Change in Pension Value

No additional pension benefits	► 2021 annual change in pension value is not due to any modifications to the existing pension program or formulas ► Pension formula considers years of service, which has an impact on the year over year change in pension value
Annual changes primarily driven by macroeconomic and non-performance factor changes	► Traditional pension plans are extremely sensitive to interest rate changes, which are macroeconomic factors out of the Company’s control ► Unlike the short-term and long-term incentive programs which are purely performance based, pension values are driven mostly by non-performance factors
High prevalence of traditional pension plans in utility industry	In industries such as the utility industry, traditional pension plans are highly prevalent as they: ► Are the most economically efficient way to provide financial well-being at retirement to our employees ► Help us retain and protect the significant investment we make in our highly skilled workforce and attract the right talent for the future ► Align with our business model
Compensation Committee is committed to the ongoing sustainability of the pension plan	► Over the years, the Committee has taken actions to promote the sustainability of pension benefits for the future, shift to a more shared responsibility between employer and employee and meet evolving workforce needs to attract and retain employees ► The pension plan formula changed in 2018 for new participants from a final average earning formula to a cash balance formula ► Eligibility was closed to additional participants in the SERP nonqualified pension plan program beginning in 2016 ► The Committee will continue to assess the pension program so that it attracts, engages, includes and retains the workforce necessary for today and tomorrow

81

Executive Compensation Tables

The values reported in this column are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the applicable fiscal years, as described further on page 88. The plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that an NEO will actually accrue or receive under the plans during any given year.

None of the NEOs received above-market earnings on deferred compensation under the DCP in the years reported.

The material provisions of the Company’s retirement plans and deferred compensation plans in which NEOs participate are described in the Benefit Plan Summary in Appendix B beginning on page 113.

Column (g)

The amounts reported in this column for 2021 are itemized below.

Name	Perquisites ($)	Tax Reimbursements ($)	Company Contribution to 401(k) Plan ($)	Company Contribution to Supplemental Retirement Plan ($)	Total ($)
Tom Fanning	146,338	–	14,790	65,927	227,055
Dan Tucker	7,690	–	14,332	9,170	31,192
Mark Crosswhite	20,780	–	14,790	30,010	65,580
Steve Kuczynski	234,314	7,001	14,790	27,824	283,929
Chris Womack	11,537	–	14,790	28,329	54,656
Drew Evans	18,680	–	14,790	30,108	63,578
Paul Bowers	42,483	–	14,790	10,777	68,050

Perquisites includes financial planning, personal use of corporate aircraft and other miscellaneous perquisites.

►

Financial planning is provided for most officers of the Company, including all of the NEOs. The Company provides an annual subsidy of up to $20,000 per year for Mr. Fanning and up to $15,000 per year for all other NEOs to be used for financial planning, tax preparation fees and estate planning.

►

The Southern Company system has aircraft that are used to facilitate business travel. All flights on these aircraft must have a business purpose, except limited personal use that is associated with business travel is permitted. The amount reported for such personal use is the incremental cost of providing the benefit, primarily fuel costs and airport costs as well as any incidental costs for the crew. Also, if seating is available, the Company permits a spouse or other family member to accompany an employee on a flight. However, because in such cases the aircraft is being used for a business purpose, there is no incremental cost associated with the family travel, and no amounts are included for such travel. Any additional expenses incurred that are related to family travel are included.