Biographical Information about our Nominees for Director

		Janaki Akella  INDEPENDENT
		Digital Transformation Leader, Google LLC, multinational technology company specializing in internet-related products
		Age: 60 Director since: 2019		Board committees: Operations, Environmental and Safety; Business Security and Resiliency 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 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.

		Juanita Powell Baranco   INDEPENDENT
		Executive Vice President and Chief Operating Officer, Baranco Automotive Group, large retailer of new and used high-end automobiles
		Age: 72 Director since: 2006		Board committee: Audit Other public company directorships: None (formerly a Director of Cox Radio, Inc., John H. Harland Company and Georgia Power)
DIRECTOR HIGHLIGHTS Ms. Baranco’s qualifications include senior leadership experience and governmental affairs knowledge and experience as well as risk management experience and deep operations experience as a successful business owner and operator. Her legal knowledge and background as a former Assistant Attorney General for the State of Georgia and her knowledge of our business from almost a decade of service on the Board of Directors of Georgia Power are also valuable to the Board.		►Ms. Baranco had a successful legal career, which included serving as Assistant Attorney General for the State of Georgia, before she cofounded the first Baranco automobile dealership in Atlanta in 1978. ►She served as a Director of Georgia Power, the largest subsidiary of the Company, from 1997 to 2006. During her tenure on the Georgia Power Board, she served as Chair of the Controls and Compliance Committee (formerly known as the Audit Committee) and as a member of the Diversity, Executive and Nuclear Operations Overview Committees. ►She served on the Federal Reserve Bank of Atlanta Board for a number of years and also on the Boards of Directors of John H. Harland Company and Cox Radio, Inc. ►An active leader in the Atlanta community, she serves on the Board of the Commerce Club, the Woodruff Arts Center and the Buckhead Coalition. She is past Chair of the Board of Regents for the University System of Georgia and past Board Chair for the Sickle Cell Foundation of Georgia, and she previously served on the Board of Trustees for Clark Atlanta University and on the Advisory Council for the Catholic Foundation of North Georgia. Ms. Baranco is also active in the Women Energy Directors Network, WomenCorporateDirectors Foundation (Atlanta chapter) and the International Women’s Forum.

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Item 1: Election of 13 Directors
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		Henry A. “Hal” Clark III  INDEPENDENT
		Senior Advisor of Evercore Inc. (retired), global independent investment advisory firm
		Age: 71 Director since: 2009		Board committee: 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.) from August 2011 until his retirement in December 2016. As a Senior Advisor, Mr. Clark was primarily focused on expanding advisory activities in North America with a particular focus on the power and utilities sectors. ►With more than 40 years of experience in the global financial and the utility industries, Mr. Clark brings a wealth of experience in finance and risk management to his role as a Director. ►Prior to joining Evercore, Mr. Clark was Group Chairman of Global Power and Utilities at Citigroup, Inc. from 2001 to 2009. He joined Lexicon Partners, LLC in July 2009, which Evercore Partners subsequently acquired in August 2011. ►His work experience includes numerous capital markets transactions of debt, equity, bank loans, convertible securities and securitization, as well as advice in connection with mergers and acquisitions. He also has served as policy advisor to numerous clients on capital structure, cost of capital, dividend strategies and various financing strategies. ►He has served as Chair of the Wall Street Advisory Group of the Edison Electric Institute.

		Anthony F. “Tony” Earley, Jr.  INDEPENDENT
		Chairman, President and Chief Executive Officer, PG&E Corporation (retired), public utility holding company providing natural gas and electric services
		Age: 71 Director since: 2019		Board committee: Compensation and Management Succession; Operations, Environmental and Safety Other public company directorships: Ford Motor Company (formerly a Director of DTE Energy and PG&E Corporation)
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 Corporation, he served in several executive leadership roles during 17 years at DTE Energy, including Executive Chairman, President, Chief Executive Officer and Chief Operating Officer. He served in various executive roles at Long Island Lighting Company, including President and Chief Operating Officer. He was also a partner at the Hunton & Williams LLP law firm (now Hunton Andrews Kurth LLP) as a member of the energy and environmental team, where he participated in the licensing of both nuclear and non-nuclear generating plants and represented nuclear utilities in rulemaking actions before the U.S. Nuclear Regulatory Commission. ►Prior to beginning his lengthy career in the utility industry, Mr. Earley earned a degree in physics and served in the U.S. Navy as an officer on the nuclear submarine, USS Hawkbill. ►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.

Table of Contents

Southern Company 2021 Proxy Statement 20             Thomas A. Fanning   Chairman of the Board, President and Chief Executive Officer of Southern Company Age:65 Director since: December 2010 Board committees: None 64 Director since: 2010 Board committees: None Other public company directorships: Vulcan Materials Company (formerly a Director of The St. Joe 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 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 serves as the co-chair of the Electricity Subsector Coordinating Council, which serves as 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. David J. Grain   INDEPENDENT  Chief Executive Officer and Managing Director, Grain Management, LLC (Grain Management), private equity firm specializing in the communications industry Age: 58 Director since: 2012 Board committee: Compensation and Management Succession; Finance (Chair) Other public company directorships: New Fortress Energy LLC 23 Table of Contents 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 StateSouthern Company 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 New Fortress Energy LLC, serving as a member of the Audit Committee.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 serves on the Investment Committee of the United States Tennis Association and is a Trustee of the Brookings Institution. Table of Contents Item 1: Election of 13 Directors 21 Colette D. Honorable   INDEPENDENT  Partner at Reed Smith LLP (law firm) and former commissioner of the Federal Energy Regulatory Commission (FERC), 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 Age: 51 Director since: 2020 Board committee: 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 Table of Contents 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 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 LLC, 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 chair of the office’s Women’s Initiative Network and is a member of the firm’s Sustaining and Training African Americans business inclusion 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. 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. Donald M. James   INDEPENDENT  Chairman of the Board and Chief Executive Officer of Vulcan Materials Company (retired), producer of aggregate and aggregate-based construction materials Age: 72 Director since: 1999 Board committee: Compensation and Management Succession; Finance Other public company directorships: Wells Fargo & Company (formerly a Director of Vulcan Materials Company and Protective Life Corporation) DIRECTOR HIGHLIGHTS Mr. James’ qualifications include public company CEO experience, a legal background as a former public company general counsel and an understanding of corporate governance, risk management, major capital projects and environmental matters. Mr. James brings important perspectives on management, operations and strategy from his experience as the former chief executive officer of a public company. ►Mr. James joined Vulcan Materials Company, a producer of aggregate and aggregate-based construction materials, in 1992 as Senior Vice President and General Counsel. He next became President of the Southern Division, followed by Senior Vice President of the Construction Materials Group, and then President and Chief Operating Officer. In 1997, he was elected Chairman and Chief Executive Officer. Mr. James retired from his position as Chief Executive Officer of Vulcan Materials Company in July 2014 and Executive Chairman in January 2015. He retired in December 2015 as Chairman of the Board of Directors of Vulcan Materials Company. ►Prior to joining Vulcan Materials Company, Mr. James was a partner at the law firm of Bradley, Arant, Rose & White for 10 years. ►Mr. James serves on the Finance, the Governance and Nominating (Chair) and the Human Resources Committees of Wells Fargo & Company’s Board of Directors. He 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. Table of Contents Southern Company 2021 Proxy Statement 22 John D. Johns   INDEPENDENT  Chairman of DLI North America Inc., (retired), the oversight company for Protective Life Corporation (Protective Life), provider of financial services through insurance and investment products Age: 69 Director since: 2015 Board 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 (formerly a Director of Protective Life Corporation and Alabama Power)               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. Dale E. Klein   INDEPENDENT  Associate Vice Chancellor 25 Table of ResearchContents Southern Company Board of the University of Texas System and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission, federal agency responsible for regulation of nuclear reactor materials and safety Age: 73 Director since: 2010 Board committee: Compensation and Management Succession; Operations, Environmental and Safety (Chair); Business Security and Resiliency Other public company directorships: Pinnacle West Capital Corporation and Arizona Public Service Company DIRECTOR HIGHLIGHTSNominees 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 2009 to 2010 and Chairman from 2006 through 2009 of the U.S. Nuclear Regulatory Commission. 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. Table of Contents Item 1: Election of 13 Directors 23             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 76 Director since: 2018 Board committee: Nominating, Governance and Corporate Responsibility; Operations, Environmental and Safety; Business Security and Resiliency (Chair) 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 Table of Contents 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 Table of Contents 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 DIRECTOR HIGHLIGHTS Table of Contents Corporate Governance at Southern Company 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.Key Governance Practices ►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 greenhouse gas 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’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 also a non-resident Senior Fellow at the Harvard Belfer Center and the inaugural Distinguished Fellow of the Emerson Collective. ►Dr. Moniz served on the U.S. Department of Defense Threat Reduction Advisory Committee and the Blue Ribbon Commission on America’s Nuclear Future. He also is Chair of the Advisory Board of the Clean Energy Venture Fund and the Lime Rock New Energy Fund, a member of the Council on Foreign Relations and a fellow of the American Association for the Advancement of Science, the American Academy of Arts and Sciences, the Humboldt Foundation and the American Physical Society. He has been honored by the governments of Cyprus, Portugal and Japan. Table of Contents Southern Company 2021 Proxy Statement 24 William G. Smith, Jr.    INDEPENDENT  Chairman of the Board, President and Chief Executive Officer of Capital City Bank Group, Inc., publicly-traded financial holding company providing a full range of banking services Age: 67 Director since: 2006 Lead Independent Director, 2012-2014 Board committee: Audit (Chair) Other public company directorships: Capital City Bank Group, Inc. DIRECTOR HIGHLIGHTS Mr. Smith’s qualifications include public company CEO experience, finance and capital allocation expertise, risk management expertise and audit and financial reporting experience. Mr. Smith contributes valuable perspectives on management, operations and regulatory compliance from his experience as the chief executive officer of a public company in a highly-regulated industry. ►Mr. Smith began his career at Capital City Bank 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. E. Jenner Wood III    INDEPENDENT  Corporate Executive Vice President – Wholesale Banking, SunTrust Banks, Inc. (retired), publicly-traded company providing a full range of financial services Age: 69 Director since: 2012 Board committee: Audit Other public company directorships: Genuine Parts Company and Oxford Industries, Inc. (formerly a Director of Crawford & Company and Georgia Power) 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. 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 Joseph B. Whitehead Foundation and the Lettie Pate Evans Foundation. Mr. Wood also serves as a Trustee of the Sartain Lanier Family Foundation and Chairman of the Jesse Parker Williams Foundation. In addition, he serves on the Board of Trustees of Emory University and is the past Chairman of the Metro Atlanta Chamber of Commerce. Table of Contents Item 1: Election of 13 Directors 25 Retiring Board members Jon A. Boscia Mr. Jon A. Boscia and Dr. Steven R. Specker will retire from our Board at the end of their terms on the date of the annual meeting of stockholders. We sincerely thank Mr. Boscia for over 13 years of service on our Board, including serving as Chair of the Nominating, Governance and Corporate Responsibility Committee, as Chair of the Audit Committee and as a member of the Operating, Environmental and Safety Committee. We sincerely thank Dr. Specker for over 10 years of service on our Board, including serving as Lead Independent Director from 2018 to 2021, as Chair of the Operating, Environmental and Safety Committee and as a member of the Compensation and Management Succession Committee and the Nominating, Governance and Corporate Responsibility Committee. Steven R. Specker Table of Contents 26 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 ►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) ►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 ►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 updating our goal to net zero by 2050 and posting Implementation and Action toward Net Zero ►Responded to investor interest in aligning executive compensation with our GHG reduction goals by including a metric that is aligned with our 2030 and 2050 goals as part of our CEO’s long-term equity incentive compensation award PrincipleBoards 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 ►14 of 15 currently serving Directors, and 12 of 13 Director nominees, 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 ► ► 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 ►Regular Board refreshment, with four new independent Directors added since March 2018 ►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 Director nominees, three are women (23%) and four are racially or ethnically diverse (31%) ►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 2020, the Directors attended on average 98% of the total of all meetings of the Board and the committees on which they served, and all 2020 Director nominees attended the 2020 virtual annual meeting PrincipleBoards 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 ►Say 29 Table of Contents Corporate Governance at Southern Company Engaging with our Stakeholders We place great importance on Pay vote received over 95%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 supportengagement efforts on behalf of the Board. 30 Southern Company 2022 Proxy Statement Table of Contents Corporate Governance at 2020 annual meeting ►Incentive compensation performance metrics include outcome-based measures that alignSouthern Company Participants in various calls and meetings 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 our stockholders include: ►GHG reduction metric is part of CEO’s long-term incentive compensation program ►Responsive to stockholder feedback in considering adjustments to earnings and aligning incentive compensation payouts with stockholder interests Table of Contents Corporate Governance at Southern Company 27 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. Table of Contents Southern Company 2021 Proxy Statement 28 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 ► Senior Vice PresidentPlanning. 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 Human Resources ► Vice President, 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 Table of Contents Corporate Governance ► Director, Investor Relations and at Southern Company Committees of the Board Charters for each of the Board’s six standing committees can be found on the Corporate Governance Stockholder feedback is communicated to our Board and its committees throughout the year. section of our website at investor.southerncompany.com. All members of the Board’s standing committees are independent Directors. 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 2020, we hosted two virtual environmental stakeholder forums following the publication of our Implementation and Action Toward Net Zero report. Tom Fanning, our CEO, led both 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, 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 coal combustion residuals. Table of Contents Corporate Governance at Southern Company 29 Committees of the Board Charters for each of the Board’s six standing committees can be found on the Corporate Governance page 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 E. Jenner Wood III MEMBERS William G. Smith, Jr. CHAIR Juanita Powell Baranco Henry A. Clark III ATTENDANCE    100% MEETINGS IN 2021    10 REPORT Page 97 ► ATTENDANCE MEETINGS IN 2020    9 REPORT    Page 103  ► 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 all memberseach member of the Audit Committee areis 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 all memberseach member of the Audit Committee areis 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 MEMBERS Ernest J. Moniz CHAIR Janaki Akella Colette D. Honorable Dale E. Klein Kristine L. Svinicki ATTENDANCE    100% MEETINGS IN 2021    6 ATTENDANCE MEETINGS IN 2020    5 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 Table of Contents Table of Contents Corporate Governance at Southern Company Southern Company 2021 Proxy Statement 30 Compensation and Management Succession Committee MEMBERS John D. Johns,  CHAIR  Anthony F. Earley, Jr. David J. Grain Donald M. James Dale E. Klein MEMBERS John D. Johns CHAIR Donald M. James Dale E. Klein E. Jenner Wood III ATTENDANCE    97% MEETINGS IN 2021    8 REPORT Page 53 ► ATTENDANCE MEETINGS IN 2020    7 LETTER AND REPORT    Page 49  ► 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 all memberseach member of the Compensation and Management Succession Committee areis 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. Table of Contents Corporate Governance at Southern Company 31 Finance Committee MEMBERS David J. Grain,  CHAIR  Colette D. Honorable Donald M. James John D. Johns MEMBERS E. Jenner Wood III CHAIR David J. Grain Colette D. Honorable Donald M. James John D. Johns ATTENDANCE    100% MEETINGS IN 2021    6 ATTENDANCE MEETINGS IN 2020    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 Table of Contents Corporate Governance at Southern Company Nominating, Governance and Corporate Responsibility Committee MEMBERS Jon A. Boscia,  CHAIR  Ernest J. Moniz Steven R. Specker MEMBERS Anthony F. Earley, Jr. CHAIR Juanita Powell Baranco David J. Grain Ernest J. Moniz ATTENDANCE    94% MEETINGS IN 2021    5 ATTENDANCE MEETINGS IN 2020    6 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. Table of Contents Southern Company 2021 Proxy Statement 32 Operations, Environmental and Safety Committee MEMBERS Dale E. Klein,  CHAIR  Janaki Akella Jon A. Boscia Anthony F. Earley, Jr. Ernest J. Moniz Steven R. Specker MEMBERS Dale E. Klein CHAIR Janaki Akella Anthony F. Earley, Jr. Ernest J. Moniz Kristine L. Svinicki ATTENDANCE    100% MEETINGS IN 2021    5 ATTENDANCE MEETINGS IN 2020    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 annual short-term 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 Table of Contents Corporate Governance at Southern Company 33 Board Composition and Structure Board Diversity, Board Refreshment and Board Succession Planning Our commitment to diversity 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 – Table of Contents 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 Table of Contents 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 Table of Contents 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 aspects of diversity, such as diversity of race, gender and ethnicity. ► 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 also considers diversityis regularly updated on the public company board service limit or “overboarding” policies of age, education, industry, business backgroundour largest stockholders. Our Corporate Governance Guidelines include limitations on the number of public company boards and experience inpublic 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 selection of candidates toCompany’s CEO will not serve on the Board. Since March 2018, we have added four new independent Directors to the Board, with two of those Directors being women of color. Over the same period of time, four Directors have retired. Effective at the annual meeting, two additional Directors will retire. 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 Director nominees of approximately 8.5 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 Women Minorities Table of Contents Southern Company 2021 Proxy Statement 34 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. Colette D. Honorable was recommended by the Nominating, Governance and Corporate Responsibility Committee for election as independent Director and was elected to the Board effective October 1, 2020. Ms. Honorable was identified by the third-party Board search firm engaged by the Nominating, Governance and Corporate Responsibility Committee and several independent Directors. 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 processother public company boards without consulting with the assistance of an independent search firm to identify qualified Director candidates based onBoard. They also require that current Directors must notify 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 recommendationChair of the Nominating, Governance and Corporate Responsibility Committee throughout the year, following the same process, when determined to be in the best interestsconsidering a request for service on another public company board. Each of the Company andDirectors are in full compliance with these Corporate Governance Guidelines. As part of its stockholders. Table of Contents Corporate Governance at Southern Company 35 Proxy Access Proxy access generally refersannual evaluation on whether to recommend the re-election of existing Directors, 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. 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 submittingis provided information on the candidate’s information to our 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 37 Table of Contents Corporate Secretary in writingGovernance at Southern Company 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308. Stockholders should provide as much relevant information about and committee meetings. In 2021, all our Directors attended at least 75% of applicable Board and committee meetings, with the candidate as possible, including the candidate’s biographical informationaverage Director attendance at all applicable Board and qualifications to serve. ► A stockholder recommended candidate is reviewed in the same manner as a candidate identified bycommittee meetings at 99%. These factors also influence the Nominating, Governance and Corporate Responsibility Committee. ► For information aboutCommittee’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 directvotes 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 of directorsprocess and enhances Director accountability. We also have a Director resignation policy, which requires any nominee for election by stockholders atas a Director to submit an annual meetingirrevocable letter of resignation as provideda condition to being named as such nominee, which would be tendered in the By-Laws, see page 113. Majority Voting for Directors and Director Resignation Policyevent 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 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.) Table of Contents ► 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 Southern Company 2021 Proxy Statement 36 ► 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, 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. ► 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. 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. ► 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. 38 Southern Company 2022 Proxy Statement Table of Contents Corporate Governance at Southern Company ► 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 Southern Company system. As a result of its review process, the Board affirmatively determined that 12 of its 13 nominees for Director are independent. Mr. Boscia and Dr. Specker, who are retiring from the Board at the annual meeting, and Larry D. Thompson, who retired at the 2020 annual meeting, are also independent. The only member of the Board that is not independent is Mr. Fanning, Chairman, President and CEO of the Company. Independent Director Nominees Director Nominee Independence ►Janaki Akella ►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 ►Henry A. Clark III DIRECTOR NOMINEE INDEPENDENCE ►Anthony F. Earley, Jr. ►David J. Grain ►Colette D. Honorable ►Donald M. James ►John D. Johns ►Dale E. Klein ►Ernest J. Moniz ►William G. Smith, Jr. ►E. Jenner Wood III   Independent Table of Contents Corporate Governance at Southern Company 37 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 heldcounterbalanced by Tom Fanning, who isa 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 Director most familiar with our businessoptimal balance between independent oversight of management 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 greenhouse gas emissions reduction goal, announced in 2020, of net zero emissions by 2050. ► unified leadership. The Board believes thatthis leadership structure is most suitable for us at this time and is in the combined rolebest interests 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 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. 39 Table of Contents 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, 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 andwho will determine the Board whichleadership structure that is essential to effective corporate governance. For example,most suitable for us and is in the Board recognizes the importance of presenting the Board with robust and comprehensive meeting agendas and information. As a result, a key elementbest interests of the Lead Independent Director’s role is working withCompany and its stockholders at the Chairman to set the agenda for Board meetings and reviewing and approving the meeting materials. 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.time of a CEO succession. 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. Table of Contents Southern Company 2021 Proxy Statement 38 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 ► 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. 40 Southern Company 2022 Proxy Statement Dr. Specker was elected Table of Contents Corporate Governance at Southern Company 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 in May 2018 to serve as Lead Independent Director. Following Dr. Specker’s retirement at the annual meeting, the independent Directors will elect a new Lead Independent Director consistent with its long-term Board succession planning process.Directors. 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 14 of our 15 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. Table of Contents Corporate Governance at Southern Company 39 Meetings and Attendance The Board met nineseven times in 2020.2021. All of our Directors attended at least 75% of applicable Board and committee meetings in 2020.2021. Our Directors are engaged, as demonstrated by the average Director attendance at all applicable Board and committee meetings in 20202021 of 98%99%. All Director nominees are expected to participate in the annual meeting of stockholders. All nominees for Director at the 20202021 annual meeting attended the virtual annual meeting. ENGAGED DIRECTORS Engaged 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. Average 2020 41 Table of Contents Corporate Governance at Southern Company Board and Committee Meeting AttendanceResponsibilities 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 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 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. Board and Committee Responsibilities Board Risk Oversight 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 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 associatedthird-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 activities relatedand through delegation of ongoing risk oversight responsibilities to financial reportingthe 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 ethics and compliance-related matters. 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. 42 Southern Company 2022 Proxy Statement Table of Contents Corporate Governance at Southern Company 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 processfunction, and documentationwe believe that appropriate enterpriseour 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 occurring. The documentation includes a report that tracks which significant risk reviews have occurred andimportant to 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. Table of Contents Southern Company 2021 Proxy Statement 40 Finance Committee ►Reviews risks and associated risk management activities related to financial matterslong-term success of the Company suchand, accordingly, are integrated into topics reviewed and discussed at each Board meeting as financial integrity, major capital investments, dividend policy, financing programs and financial and capital allocation strategies. 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 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 Oversight 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. 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). The Board’s oversight of strategy and risks includes oversight of key ESG matters, including climate, human capital, diversity, equity and inclusion, safety, cybersecurity and other matters. These matters are key to the long-term success of the Company and, accordingly, integrated into topics reviewed and discussed at each Board meeting as well as the Board’s annual in-depth strategy session. 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. Cybersecurity Governance and Risk Oversight 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 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. 43 Table of Contents Corporate Governance at Southern Company 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 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. Table of Contents Corporate Governance at Southern Company 41 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 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. ► 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 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. 44 Southern Company 2022 Proxy Statement Table of Contents Corporate Governance at Southern Company 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 discussions.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. 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. ► 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. 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. Table of Contents Southern Company 2021 Proxy Statement 42 Political Contributions and Lobbying-Related Oversight We believe that we have a responsibility to customers and stockholders to participate in the political process and, where appropriate, to make political contributions or expenditures (as defined by applicable law). The Company and its subsidiaries comply with all laws governing the use of corporate funds in connection with elections for public office. All political contributions or independent expenditures must be approved in advance. Engagement in legislative and regulatory proceedings at the federal, state and local levels of government is crucial to our success, and we devote substantial attention and resources to interaction with government officials as public policy is debated and laws and regulations are developed. We also work with trade associations and industry coalitions as part of our government relations activities. Southern’s political expenditures and lobbying-related activities are reviewed at least annually by the full Board. We provide on our website an overview of our policies and practices for political spending and annually disclose our political contributions. We also provide on our website an overview of our policies and practices for lobbying-related activities and annually disclose the trade associations and coalitions engaged in lobbying to which we make yearly contributions of $50,000 or more. 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   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. 45 Table of Contents 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, overseesCommittee. In 2021, Ms. Alexia Borden, the annual self-assessment process on behalfdaughter 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 ofPaul Bowers, 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 inretired 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.