Dale Klein
SOUTHERNAbout Dale E. Klein
Dr. Dale E. Klein, 77, has served as an independent director of The Southern Company since July 2010. He is the Reese Endowed Professor in the Cockrell School of Engineering at the University of Texas at Austin, and former Commissioner (2006–2010) and Chairman (2006–2009) of the U.S. Nuclear Regulatory Commission, with over 45 years of nuclear energy industry experience and membership in the National Academy of Engineering . In 2025, the Board affirmed he is independent under NYSE standards; Southern’s Board met seven times in 2024 with average director attendance of 98% and all directors attending at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Nuclear Regulatory Commission | Chairman; Commissioner | Chairman: 2006–2009; Commissioner: 2006–2010 | Led federal oversight of nuclear reactor materials and safety . |
| U.S. Department of Defense | Assistant to the Secretary for Nuclear, Chemical and Biological Defense Programs | 2001–2006 | Senior leadership on national security programs . |
| University of Texas at Austin | Reese Endowed Professor; prior Director, nuclear engineering teaching laboratory; Associate Dean; Vice Chancellor | Academic career began in 1977; various leadership roles over 35+ years | Nuclear program leadership; engineering research and administration . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle West Capital Corp. / Arizona Public Service Company | Director | Until 2023 | Served on Audit and Nuclear & Operating Committees . |
| AVANTech (private) | Director | Current | Board member . |
| Los Alamos Technical Associates (private) | Director | Current | Board member . |
Board Governance
- Committee assignments: Chair, Operations, Environmental and Safety; Member, Compensation and Talent Development; Member, Business Security and Resiliency .
- Committee focus and attendance:
- Operations, Environmental and Safety Committee oversees fleet transition, safety, large construction projects; committee attendance 100% across 5 meetings .
- Compensation and Talent Development Committee oversees CEO and executive pay, succession, human capital risks; committee attendance 100% across 7 meetings .
- Business Security and Resiliency Committee oversees cyber/physical security and AI risk governance; committee attendance 100% across 5 meetings .
- Independence: Board determined 12 of 13 nominees to be independent, including Dr. Klein .
- Board meeting cadence and engagement: Board met 7 times in 2024; average director attendance 98%; all directors ≥75%; executive sessions of independent directors occur at each regular board meeting and are chaired by the Lead Independent Director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | All non‑employee directors . |
| Committee chair fee (non‑Audit) | $20,000 | Applies to chair roles other than Audit; Dr. Klein chairs Operations, Environmental and Safety . |
| Lead Independent Director additional retainer | $35,000 | Not applicable to Dr. Klein (role held by Mr. Earley) . |
| Audit Committee chair fee | $25,000 | Not applicable to Dr. Klein . |
| Meeting fees | $0 | No fees for Board/committee meetings . |
| Dale E. Klein – Fees earned (cash) | $140,000 | Retainer + Committee chair fee . |
Performance Compensation
| Element | Grant Value | Terms | Performance Metrics |
|---|---|---|---|
| Annual equity grant (deferred common stock units) | $170,000 | Required deferral until Board departure; dividends reinvested; distribution in common stock upon leaving Board; fully vested | None; director equity is time-based, not performance‑conditioned . |
| Dale E. Klein – Stock awards (grant-date fair value) | $170,000 | Included in director compensation table | None . |
Directors do not receive options or performance share units, and Southern pays no meeting fees; director equity is structured for alignment via mandatory deferral, not formulaic performance vesting .
Other Directorships & Interlocks
| Company | Sector Relationship to Southern | Role/Committees | Conflict Notes |
|---|---|---|---|
| Pinnacle West Capital / APS (until 2023) | Electric utility peer | Audit; Nuclear & Operating Committees | Board’s independence review found no material related transactions; routine utility service provided on standard terms . |
| AVANTech; Los Alamos Technical Associates (private) | Engineering services | Director | No related person transactions requiring disclosure in 2024 . |
Expertise & Qualifications
- Nuclear energy research, regulation, safety, and technology; environmental matters and government affairs .
- National Academy of Engineering member; senior leadership experience at NRC and DoD .
- Academic engineering leadership and technical depth in nuclear programs .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Deferred Common Stock Units | Shares Acquirable within 60 Days | Total Beneficial Ownership |
|---|---|---|---|---|
| Dale E. Klein | — | 52,770 | — | 52,770 |
- Director stock ownership guideline: ≥5× annual cash retainer within five years; all non‑employee directors meet or are on track; annual director equity is mandatorily deferred until Board departure .
- Director Deferred Compensation Plan: fully vested investments; option to defer cash into common stock units (dividends reinvested) or prime rate; distributions upon leaving Board .
Governance Assessment
- Strengths for investor confidence:
- Deep nuclear operations, safety, and regulatory expertise at a utility with significant nuclear assets; chairs the committee overseeing operations, environmental and safety, and contributes to compensation oversight and cyber/AI governance—enhancing board effectiveness in core risk areas .
- Independent status with robust board processes (majority voting, annual elections, executive sessions); high attendance culture (average 98%); mandatory equity deferral aligns incentives and ownership guidelines reinforce alignment .
- No related person transactions implicating directors; routine services provided on standard terms; strong disclosure and policies on political engagement and hedging/pledging .
- Potential risks/RED FLAGS:
- None identified regarding conflicts, pledging, hedging, or attendance from disclosed materials; prior directorship at a peer utility ended in 2023 and independence review found no material relationships .
- Shareholder sentiment: Say‑on‑Pay support at 95% in 2024 indicates general confidence in compensation governance environment (Board compensation committee oversight includes Klein as member) .