Myra C. Bierria
About Myra C. Bierria
Independent director since September 2022; age 53. Chair of the Sustainability Committee and member of the Audit and Nominating & Corporate Governance Committees. JD from Georgetown University Law Center; BA from University of California, Berkeley; admitted to the New York State Bar. Current executive role: Senior Vice President and Chief Administrative Officer, Southern Company Gas; previously Vice President and Corporate Secretary at Southern Company (2016–October 2024); President of Southern Company’s Charitable Foundation since September 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company | Vice President & Corporate Secretary | 2016–Oct 2024 | Corporate governance; board processes; securities disclosure |
| Brobeck, Phleger & Harrison LLP | Business & technology attorney | Not disclosed | Securities offerings, venture capital transactions, corporate matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Company Gas | Senior Vice President & Chief Administrative Officer | Current | Executive leadership in energy utility subsidiary |
| Southern Company Charitable Foundation | President | Appointed Sept 2023 | Oversees philanthropic initiatives |
| New York State Bar | Member | Current | Licensed attorney |
Board Governance
- Independence: Determined independent under NYSE American standards .
- Attendance: 100% attendance at Board and applicable committee meetings in fiscal 2025; Board met 7 times; Audit (4), Compensation (3), Nominating & Corporate Governance (2), Investment (3), Sustainability (2), Reserves (4) .
- Committee roles:
- Sustainability Committee: Chair; met 2 times in FY2025
- Audit Committee: Member; met 4 times in FY2025
- Nominating & Corporate Governance Committee: Member; met 2 times in FY2025
- Lead Independent Director: Not applicable to Bierria; role held by Edward J. DiPaolo .
Fixed Compensation
Director compensation policy and Bierria’s FY2025 compensation.
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Meeting fees (in-person) | $1,500/day (max 2/day) | Board/committee meetings |
| Meeting fees (virtual/phone) | $1,000/day (max 2/day) | Board/committee meetings |
| Chair fees – Sustainability | $12,000/year | Committee chair retainer |
| Bierria FY2025 Compensation | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 83,000 | Includes base retainer, meeting fees, chair fees, reimbursed expenses |
| Stock awards (grant-date fair value) | 99,303 | Annual restricted stock grant (~$100k) |
| All other compensation (cash dividends on unvested RS) | 8,311 | Dividends paid on unvested RS |
| Total | 190,614 | Sum of components above |
Performance Compensation
- Equity grant structure: Approximately $100,000 per annum in restricted stock awarded as of the annual meeting; vests at the earlier of one year from grant or next annual meeting .
- Outstanding equity awards at FY2025 year-end:
| Metric | Value |
|---|---|
| Unvested restricted stock (shares) | 17,483 |
| Market value of unvested shares ($) | 82,170 (at $4.70 close on 6/30/25) |
| Vesting date | Earlier of Dec 5, 2025 or 2025 annual meeting (Dec 4, 2025) |
- Performance metrics tied to director compensation: None disclosed; director equity awards are time-based (no PSUs/options for directors) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | Proxy biography lists executive roles at Southern Company/Southern Company Gas, not public company directorships |
- Related party transactions: Audit Committee authorized to review related party transactions; none disclosed involving Bierria. Legal proceedings: none involving directors/officers reported .
Expertise & Qualifications
- Corporate governance, legal frameworks, and executive leadership in the energy industry .
- M&A experience; regulatory and operational environment expertise .
- Legal credentials: JD (Georgetown), BA (UC Berkeley); NY State Bar member .
Equity Ownership
- Stock ownership guidelines: Directors must retain 60% of vested equity awards received in trailing 36 months (excluding stock in lieu of cash retainer); all directors/executives in compliance as of Sept 30, 2025 .
- Beneficial ownership (as of Sept 30, 2025):
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Myra C. Bierria | 61,908 | <1% | 44,425 direct common; 17,483 unvested restricted stock |
- Hedging/derivatives/pledging: Insider Trading Policy prohibits trading during blackout except via approved 10b5-1; Company believes none of its named executive officers or directors have entered derivative transactions linked to Company securities; no pledging disclosed in proxy .
Governance Assessment
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Strengths:
- Independent director with legal/governance depth and senior utility sector experience; serves on Audit and Nominating & Governance—key oversight committees .
- Chair of Sustainability Committee, reinforcing ESG oversight; committee met twice in FY2025 .
- 100% attendance across Board and committee meetings in FY2025—high engagement signal .
- Equity alignment: annual RS grants and retention policy requiring 60% hold of vested shares; compliance across directors/officers .
- Clawback policy adopted Sept 2023; robust insider trading controls .
- Shareholder support for pay program (say-on-pay 94% approval in 2024), indicating broader confidence in compensation governance .
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Watchpoints / potential conflicts:
- Concurrent executive role at Southern Company Gas and leadership at Southern Company’s Charitable Foundation; while independence is affirmed, monitor for any future business dealings between EPM and Southern Company affiliates that could trigger related-party considerations—Audit Committee oversees such reviews .
- Ownership is modest (<1%), typical for small-cap boards; continued equity grants and retention policy partially mitigate alignment concerns .
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Overall: Bierria’s committee mix (Audit, Nominating & Governance, Sustainability), independence status, attendance, and equity-based compensation indicate strong board effectiveness and investor-aligned governance with limited conflict risk as disclosed .