David Grain

About David J. Grain

David J. Grain, 62, has served as an independent director of Southern Company since December 2012. He is Founder, Chief Executive Officer and Managing Director of Grain Management, LLC (founded in 2006), and previously held senior roles at Global Signal, AT&T Broadband (New England), and Morgan Stanley’s High Yield Finance group. He serves as Chair of Southern’s Nominating, Governance and Corporate Responsibility Committee and is a member of the Compensation and Talent Development Committee; he also sits on the boards of Dell Technologies (Audit Committee) and New Fortress Energy. He was appointed to the National Infrastructure Advisory Council by President Obama in 2011 and reappointed by President Biden in 2024, and serves as a Trustee of Dartmouth College and the Brookings Institution .

Past Roles

External Roles

Board Governance

• Committee assignments and roles: Chair, Nominating, Governance and Corporate Responsibility (NGCR); Member, Compensation and Talent Development (C&TD) .
• Committee attendance (2024): C&TD 100% (7 meetings) ; NGCR 95% (5 meetings) .
• Independence: Board’s 2025 review affirmed independence of 12 of 13 nominees, including Grain; no director-related transactions above thresholds or with material interest identified .
• Board engagement: Board held 7 meetings in 2024; all directors ≥75% attendance; average attendance 98% .
• Executive sessions: Non-management director executive sessions held at every regular board meeting; all standing committees composed solely of independent directors and chaired by independent directors .
• Overboarding and time commitment: Policy caps at ≤4 public company boards (incl. SO); audit committee limits apply; directors are in full compliance .

Fixed Compensation

• 2024 non-employee director compensation structure:
  • Cash retainer: $120,000
  • Additional cash retainer: Lead Independent Director $35,000; standing committee chair (non-Audit) $20,000; Audit Committee chair $25,000
  • Annual equity grant: $170,000 in deferred common stock units (DCUs), deferred until Board service ends
  • Meeting fees: None
• 2024 compensation received by David J. Grain:
  • Fees earned/paid in cash: $149,167
  • Stock awards (grant-date fair value): $170,000
  • All other compensation: $0
  • Total: $319,167

Director stock ownership guideline: ≥5x annual cash retainer within five years; annual equity grant is deferred until board service ends. All non-employee directors meet or are on track to meet the guideline .

Performance Compensation

• Equity instrument and terms:
  • Annual grant type: Deferred Common Stock Units (DCUs)
  • Grant value: $170,000 (2024)
  • Vesting/settlement: Deferred until conclusion of Board service (no performance conditions disclosed)

Other Directorships & Interlocks

• Current public company directorships: Dell Technologies (Audit Committee); New Fortress Energy Inc. .
• Interlocks: Company discloses that no executive officers of SO served on boards whose executives served on SO’s Compensation Committee during 2024 (no Compensation Committee interlocks) .
• Overboarding compliance: Director service counts reviewed annually; directors, including Grain, are in compliance with SO’s board service limits .

Expertise & Qualifications

• CEO experience; capital allocation; financial expertise; major capital projects; technology innovation; risk management; experience managing investor capital in regulated contexts .

Equity Ownership

• Beneficial ownership as of February 14, 2025:
  • Shares owned directly/indirectly: 500
  • Deferred common stock units (DCUs): 77,746
  • Rights to acquire within 60 days: —
  • Total beneficially owned: 78,246

• Hedging and pledging: Prohibited for directors and executive officers by policy .
• Insider transactions (recent):
  • 2025-10-01: Acquired 817.5105 Deferred Stock Units under Director Deferred Compensation Plan; reported total beneficial ownership of 82,199.5392 shares post-transaction; no exercise or expiration date (settle in stock upon termination) .

Governance Assessment

• Strengths

  • Independent director with deep capital allocation and regulatory-adjacent expertise; chairs NGCR (board composition, governance guidelines, director compensation, and shareholder engagement oversight) .
  • Strong engagement: 100% attendance on C&TD (7 meetings) and 95% on NGCR (5 meetings); board average attendance 98% (7 meetings held) .
  • Pay-for-alignment: Director equity paid entirely as deferred stock units, promoting long-term alignment; robust stock ownership guideline (5x retainer) .
  • Risk controls: Anti-hedging and no-pledging policy; independent compensation consultant (Pay Governance) engaged by the committee; committee composed entirely of independent directors .
  • Independence/related-party: Annual review found no director transactions above thresholds or with material interest; independence affirmed .

• Watch items

  • Multi-board commitments are within SO policy, but as NGCR Chair and C&TD member, time demands should be monitored; SO asserts full compliance with board service limits and high attendance across the board .
  • Continue monitoring for any future interlocks or related-party exposures through Grain Management portfolio companies; current review identified none affecting director independence .

• RED FLAGS

  • None identified: No related-party transactions involving Grain, no hedging/pledging permitted, attendance strong, and compensation structure is standard for large-cap utilities with deferred equity and no meeting fees .