Anthony Earley Jr.
SOUTHERNAbout Anthony F. Earley Jr.
Anthony F. “Tony” Earley Jr., age 75, has served on Southern Company’s Board since January 2019 and was elected Lead Independent Director in May 2024. He is an independent director and a member of the Operations, Environmental and Safety Committee. His background includes public company CEO experience and deep energy industry expertise spanning nuclear regulation, generation and technology, cybersecurity, environmental matters, and oversight of major capital projects. Prior roles include Chairman, President & CEO of PG&E Corporation (2011–Feb 2017), Executive Chairman (Feb–Dec 2017), senior leadership at DTE Energy for 17 years beginning March 1994, President & COO at Long Island Lighting Company, partner at Hunton & Williams (energy/environment), and a U.S. Navy nuclear submarine officer qualified as chief engineer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PG&E Corporation | Chairman, President & CEO; Executive Chairman | CEO: 2011–Feb 2017; Executive Chairman: Feb–Dec 2017 | Led a major California utility; PG&E filed voluntary Chapter 11 in Jan 2019 due to wildfire claims (post-retirement) . |
| DTE Energy | Executive leadership including Executive Chairman, Chairman & CEO | 17 years beginning March 1994 | Oversight across electric/gas operations and capital programs . |
| Long Island Lighting Company | President & COO | Not disclosed | Senior operational leadership in utility sector . |
| Hunton & Williams LLP | Partner (energy and environmental team) | Not disclosed | Regulatory and environmental legal expertise . |
| U.S. Navy (Nuclear Submarine Program) | Officer, qualified as chief engineer | Not disclosed | Technical/nuclear operations credentials . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Director | Until 2022 | Automotive industry oversight; board experience in large-cap industrials . |
| DTE Energy | Director (prior) | Not disclosed | Board experience in regulated utilities . |
| PG&E Corporation | Director (prior) | Not disclosed | Governance during executive tenure . |
| Comerica Incorporated | Director (prior) | Not disclosed | Financial services governance . |
| Masco Corporation | Director (prior) | Not disclosed | Industrial/manufacturing governance . |
| Long Island Lighting Company | Director (prior) | Not disclosed | Utility board experience . |
| Electric Power Research Institute (EPRI) | Board member (prior) | Not disclosed | Industry R&D oversight . |
| Nuclear Energy Institute (NEI) | Executive committee (prior) | Not disclosed | Nuclear industry policy/oversight . |
| Edison Electric Institute (EEI) | Executive committee (prior) | Not disclosed | Electric utility industry policy/oversight . |
| Current other public boards | None | N/A | Limits interlocks and potential conflicts . |
Board Governance
- Independence: The Board’s February 2025 review affirmed Earley is independent; 12 of 13 director nominees are independent (only the Chairman/CEO is non-independent) .
- Lead Independent Director role: Elected by independent directors (May 2024); responsibilities include chairing executive sessions at every regular Board meeting, approving Board agendas/materials, serving as liaison with the Chairman, leading the CEO performance evaluation with the Compensation & Talent Development Committee, and acting as primary contact for stockholders .
- Committees: Member, Operations, Environmental and Safety Committee; the committee is fully independent and met 5 times in 2024, with Earley at 100% attendance .
- Executive sessions: Included on every regular Board and committee meeting agenda; chaired by the Lead Independent Director at Board level .
- Board refreshment: Active process; Earley among 13 nominees for re-election in 2025, aligning skills to strategy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard for non-employee directors . |
| Additional retainer – Lead Independent Director | $35,000 | Applies while serving as LID . |
| Additional retainer – Chair of standing committee (non-Audit) | $20,000 | Committee chair premium . |
| Additional retainer – Audit Committee Chair | $25,000 | Audit chair premium . |
| Annual equity grant (deferred common stock units) | $170,000 | Deferred until Board membership ends . |
| Meeting fees | None | No Board or committee meeting fees . |
2024 Director Compensation (individual):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Anthony F. Earley, Jr. | 150,417 | 170,000 | — | 320,417 |
Performance Compensation
| Performance-linked component | Metrics | Vesting/Terms |
|---|---|---|
| None for non-employee directors | Not applicable | Annual equity grant is deferred; distributions upon Board departure, dividends reinvested . |
- Director compensation is structured as fixed cash plus time-based deferred equity; performance metrics apply to executives, not directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Ford (until 2022); DTE Energy; PG&E Corporation; Comerica; Masco; Long Island Lighting Company . |
| Industry bodies | EPRI Board; NEI and EEI executive committees . |
| Interlocks/conflicts | None identified by Board’s independence review; ordinary-course utility service considered immaterial . |
Expertise & Qualifications
- Public company CEO experience; deep sector knowledge in nuclear regulation, generation, technology, cybersecurity, environmental matters, and capital project oversight .
- Legal/regulatory background (Hunton & Williams, energy/environment) and technical nuclear credentials (U.S. Navy) .
- Regional/industry experience aligned with Southern’s strategic priorities and risk oversight needs .
Equity Ownership
| As of Feb 14, 2025 | Shares Owned Directly/Indirectly | Deferred Common Stock Units | Rights to Acquire within 60 Days | Total Beneficially Owned |
|---|---|---|---|---|
| Anthony F. Earley, Jr. | 24,261 | 26,590 | — | 50,851 |
- Director stock ownership guideline: ≥5x annual cash retainer within 5 years of initial election; all non-employee directors either meet or are expected to meet .
- Director Deferred Compensation Plan: Equity grants deferred in common stock units; dividends reinvested; optional deferral of cash compensation into stock units or prime-rate account; distributions in stock or cash upon leaving the Board .
Governance Assessment
- Positives: Independence affirmed; robust Lead Independent Director responsibilities and engagement; 100% committee attendance; standardized, shareholder-friendly director pay structure without meeting fees or notable perquisites; strong ownership alignment via mandatory deferred equity and guidelines; Board’s independence review found no related-party transactions above thresholds or material interests; executive say-on-pay received 95% support in 2024, reflecting investor confidence in compensation governance .
- Potential risk indicators: Prior association as PG&E’s CEO/Executive Chairman with PG&E’s subsequent Chapter 11 filing in Jan 2019 due to wildfire liabilities (post-retirement) may be scrutinized for reputational risk, though not a current conflict at Southern Company .
- Overall: Earley’s credentials and leadership as Lead Independent Director strengthen Board oversight of operations, nuclear/environmental safety, and strategic risk; compensation and ownership structures align director interests with shareholders .