Christopher Womack
SOUTHERNAbout Christopher Womack
Christopher C. Womack, age 67, is Chairman, President and CEO of Southern Company (SO). He became President in March 2023, CEO in May 2023, and Chairman in December 2023, after 35+ years at the company across operations, external affairs, HR, and generation leadership . Under his leadership in 2024, SO delivered adjusted EPS at the top end of guidance and completed Vogtle Unit 4; dividends were increased for the 23rd consecutive year (3.5% yield at year-end 2024) . SO’s TSR outperformed the Philadelphia Utility Index across 1-, 3-, 5-, and 25-year periods through 12/31/2024, reflecting durable value creation .
Total Shareholder Return (annualized, to 12/31/2024)
- Southern: 1Y 21.7% , 3Y 10.4% , 5Y 9.5%
- UTY: 1Y 20.9% , 3Y 3.4% , 5Y 6.1%
| Period | Southern TSR (annualized) | UTY (annualized) | S&P 500 (annualized) |
|---|---|---|---|
| 1-Year | 21.7% | 20.9% | 25.0% |
| 3-Year | 10.4% | 3.4% | 8.9% |
| 5-Year | 9.5% | 6.1% | 14.5% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern Company | Chairman, President & CEO | 2023–present | Led completion of Vogtle Unit 4; top-end 2024 EPS; storm recovery; grid/storage investments |
| Georgia Power (SO subsidiary) | Chairman & CEO | 2021–2023 | Oversaw state’s largest utility during fleet transition and customer growth |
| Georgia Power (SO subsidiary) | President | 2020–2021 | Led operating company; customer and grid focus |
| Southern Company (corporate) | EVP & President of External Affairs | 2009–2020 | Regulatory, policy and stakeholder engagement across system |
| Various SO roles | HR Chief People Officer; Public Relations at Alabama Power; Generation leadership | Prior to 2009 | Workforce strategy; production operations; corporate reputation |
| U.S. House of Representatives | Legislative aide; Staff Director (House Administration Subcommittee) | Pre-1988 | Federal policy and governance expertise |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Invesco Ltd. | Director | Current | Audit; Nominating & Corporate Governance; Compensation |
| Georgia Ports Authority | Board member | Current | Economic development, logistics |
| Essential Utilities, Inc. | Director | Until 2023 | — |
| Non-profits | Board/Leadership | Various | The First Tee (national board); East Lake Foundation (past chair) |
Fixed Compensation
| Year | Base Salary ($) | Non-Equity Incentive (PPP) ($) | Stock Awards ($) | Total Reported ($) |
|---|---|---|---|---|
| 2022 | 895,212 | 1,291,593 | 2,677,724 | 5,695,893 |
| 2023 | 1,245,324 | 2,802,760 | 10,009,683 | 23,520,387 |
| 2024 | 1,490,577 | 3,334,500 | 11,725,994 | 23,885,173 |
2024 annual bonus mechanics and outcome:
- PPP target: 130% of salary; target $1,950,000
- Metric weights (CEO/CFO/COO): EPS 65%, Operational 35%
- Payouts: EPS 176%; Operational calculated 177% but reduced for CEO due to two fatalities; Final CEO payout 171% of target = $3,334,500
| 2024 PPP Detail | Target/Weight | Result | Payout |
|---|---|---|---|
| EPS | 65% | Achieved top of guidance | 176% |
| Operational (customer, reliability, safety, gas ops, culture) | 35% | Calculated 177%; negative modifier for fatalities | CEO approved total 171% |
| PPP Target and Payout ($) | Target $1,950,000 | Approved 171% | $3,334,500 |
Compensation governance and benchmarking:
- Independent consultant: Pay Governance; determined independent, no conflicts
- SO ranks at 97th percentile of peer net revenue and 95th percentile of market cap used for benchmarking (2023 review)
- 2024 Say-on-Pay support: 95%
Performance Compensation
2024–2026 LTI grant design (granted 1/31/2024):
- Vehicles: PSUs (Relative TSR, Consolidated ROE, GHG), PRSUs (Cash from Operations threshold)
- Options: none; company has not granted stock options since 2014
- PRSU vesting: earned only if 2024 cash from operations exceeds 2023 dividends; then vests 1/3 per year over 3 years
- PSUs: 3-year performance period; payout based on metric achievement
| 2024–2026 LTI Component (Womack) | Grant-Date Fair Value ($) | Units (#) |
|---|---|---|
| PSU – Relative TSR | 4,410,000 | 63,435 |
| PSU – Consolidated ROE | 2,756,250 | 39,647 |
| PSU – GHG (CEO eligible) | 1,102,500 | 15,859 |
| PRSU – Cash From Operations | 2,756,250 | 39,647 |
| Total 2024 LTI | 11,025,000 | 158,588 |
Recent performance outcomes (prior PSU cycles):
- 2022–2024 PSU payout results: Relative TSR 168%, ROE 180%; total weighted average for CEO cohort 173%
| PSU Cycle | TSR Payout | ROE Payout | CEO Cohort Weighted Avg |
|---|---|---|---|
| 2022–2024 | 168% | 180% | 173% |
2023 LTI (promotion year, for context):
- CEO promotional grant set at 665% of base salary (pro-rated); included PSU TSR, PSU ROE, PSU GHG, PRSU Cash From Operations with disclosed grant values and units
| 2023 LTI (select components) | Grant-Date FV ($) | Units (#) |
|---|---|---|
| PSU – TSR | 2,345,914 | 33,111 |
| PSU – ROE | 1,466,170 | 20,694 |
| PSU – GHG | 586,496 | 8,278 |
| PRSU – Cash From Operations | 1,466,170 | 20,694 |
Program safeguards:
- PPP funding threshold prohibits payout if dividend funding is impaired
- Clawback and Recoupment (restatement and detrimental activity) with at least 3-year recovery; SEC/NYSE-compliant recoupment policy effective Dec 1, 2023
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 116,228 shares (as of 2/14/2025) |
| Ownership Guidelines | Executives subject to stock ownership requirements; Womack exceeds CEO requirement with >3 years left in compliance window (as of 3/1/2025) |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Outstanding unvested equity that could accelerate on CIC | PSUs: 357,333; PRSUs: 69,168 |
| Director/Officer group ownership | Directors and executive officers as a group own <1% outstanding |
Notes on potential selling pressure and vesting:
- PRSUs from 2024 (39,647 units) and 2023 (20,694 units) vest ratably over three years once 1-year CFO threshold is met, creating steady multi-year vesting supply .
- No pledging or hedging permitted, reducing alignment risks .
Employment Terms
| Topic | Economics / Terms |
|---|---|
| Start at Southern Company | Joined in 1988 |
| Role effective dates | President (Mar 2023); CEO (May 2023); Chairman (Dec 2023) |
| Employment agreement | None; company does not use executive employment agreements |
| Change-in-Control (CIC) severance | Double-trigger; CEO 3x (base + PPP at target or 3-yr avg, if greater); no excise tax gross-up (cutback applies) |
| Estimated CIC severance (as of 12/31/2024) | $14,620,500 |
| Pension/SERP lump-sum acceleration on CIC | SBP-P $14,890,447; SERP $10,046,622; SRA $6,094,425 (no additional benefits; lump-sum timing change) |
| Equity on CIC | Awards granted on/after 8/15/2022: if no replacement award on Company CIC, all awards vest; PSUs at greater of target or projected actual; CIC Termination vests replacement awards on same basis |
| Perquisites | Limited; personal aircraft use permitted for CEO; financial planning up to $20,000/year with one post-retirement year |
| Deferred comp | Eligible for nonqualified Deferred Compensation Plan and Supplemental Benefit Plans |
Board Governance (including dual-role implications)
- Board service: Director since March 2023; Chairman since December 2023; no board committees; other public company board: Invesco Ltd. (Audit, Nominating & Corporate Governance, Compensation) .
- Leadership structure: Combined CEO/Chairman role; independent directors annually review structure; a strong Lead Independent Director (Anthony Earley) holds robust authorities (exec sessions each meeting, agenda/materials approval, liaison and evaluation leadership) to mitigate dual-role concerns .
- Independence: Board determined 12 of 13 nominees are independent; Womack is not independent due to management role .
- Board activity: Board met 7 times in 2024; all directors attended ≥75% of meetings; average attendance 98% .
- Director pay: Only non-employee directors are compensated; employee-directors like Womack receive no director fees .
Compensation Structure Analysis
- Mix heavily at-risk: 90% of CEO target pay at risk via short- and long-term incentives .
- Shift to RSU/PSU over options: No stock options since 2014 (lower risk profile vs options) .
- Increasing LTI scale post-promotion: CEO LTI target increased from 665% of base (2023 promotional grant, pro-rated) to 735% in 2024 .
- Metrics rigor and linkage: PPP weights emphasize EPS and operational goals (safety, reliability, customer satisfaction); LTI blends market-based (relative TSR) with ROE and decarbonization (GHG) progress .
- Clawbacks enhanced and SEC/NYSE-compliant recoupment adopted in 2023, adding misconduct and restatement triggers beyond plan-level provisions .
- Shareholder support: 95% Say-on-Pay approval in 2024; ongoing engagement with investors .
Related Party Transactions and Red Flags
- Hedging/pledging: Prohibited for directors/officers (mitigates alignment concerns) .
- Related party transactions: Proxy notes only specified family employment not involving Womack; no other related person transactions requiring disclosure .
- Tax gross-ups: No excise tax gross-ups on CIC severance; no perquisite tax gross-ups (except certain relocation generally available to all employees) .
Compensation Peer Group and Targeting
- Compensation decisions benchmarked to a peer utility group; SO size ranks at the 97th percentile for net revenue and 95th percentile for market cap versus peers in the 2023 review .
- Independent consultant (Pay Governance) supports Committee on design and competitiveness .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support | Notes |
|---|---|---|
| 2024 | 95% | Year-round outreach; independent director participation |
Investment Implications
- Alignment and retention: High at-risk mix (90%), multi-year PSU/PRSU structure, strict anti-hedging/pledging, and ownership guideline compliance (CEO exceeds requirements) indicate strong alignment; staggered PRSU vesting schedules suggest steady but manageable insider supply over 2025–2027 .
- Performance linkage: Incentives directly tied to EPS, TSR, ROE and GHG goals; recent PSU cycles paid above target (173%) and 2024 PPP paid 171%, reflecting execution on financial and operational metrics; monitor future calibration for continued rigor .
- CIC economics: CEO double-trigger severance at 3x salary+PPP with substantial pension/SERP lump-sum acceleration and equity vesting could be material in a transaction scenario (estimated $14.6m severance; plus benefit accelerations), a consideration for M&A optionality and governance scrutiny .
- Governance mitigants for dual role: Combined CEO/Chairman status is counterbalanced by a robust Lead Independent Director and independent committees; Say-on-Pay support and engagement history reduce governance discount risk .