David Meador
SOUTHERNAbout David E. Meador
David E. Meador, 68, is an independent director of The Southern Company (SO) and has served on the Board since April 2023. He is a former Vice Chairman and Chief Administrative Officer (CAO) of DTE Energy with prior experience as DTE’s CFO and earlier roles at Chrysler Corporation and Coopers & Lybrand, bringing deep finance, utility operations, IT, procurement, and governance expertise to SO’s board. He is designated independent in the 2025 proxy and is not a current public-company director elsewhere .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| DTE Energy | Vice Chairman & Chief Administrative Officer | 2014–2022 | Senior leadership across finance, IT, procurement, public/government affairs; recognized expertise in strategy, governance, M&A, sustainability |
| DTE Energy | Executive Vice President & Chief Financial Officer | Not disclosed | Financial leadership of large regulated utility and related businesses |
| Chrysler Corporation | Financial and accounting positions | Not disclosed | Automotive sector finance/controls experience |
| Coopers & Lybrand | Auditor | Not disclosed | External audit and accounting foundation |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Amerisure Mutual Insurance | Director (prior) | Not disclosed | Prior public/private board experience |
| Landauer, Inc. | Director (prior) | Not disclosed | Prior public board experience |
| Energy Insurance Mutual | Director (prior) | Not disclosed | Prior board experience in insurance/energy risk |
| Detroit Regional CEO Group | Executive Director (current) | Not disclosed | Regional economic/workforce development leadership |
| Various non-profits (workforce, economic development, human services, education) | Board member (current) | Not disclosed | Civic/community engagement |
| Other public company directorships | None | — | “Other public company directorships: None” |
Board Governance
| Item | Details |
|---|---|
| Independence status | Independent director nominee; Board determined 12 of 13 nominees are independent in 2025 |
| Committee assignments | Audit Committee member; Operations, Environmental and Safety (OES) Committee member |
| Committee oversight context | Audit: financial reporting, audit, internal controls, compliance (9 meetings in 2024; Committee attendance 98%) . OES: system operations, safety, environmental policy, fleet transition, construction project oversight, and inputs to incentive metrics (5 meetings in 2024; Committee attendance 100%) . |
| Board attendance | Board met 7 times in 2024; all directors ≥75% attendance; average director attendance across Board/committees was 98% . |
| Lead Independent Director | Anthony F. Earley, Jr.; robust LID authorities and executive sessions at every regular meeting . |
| Overboarding policy | Max 4 public boards (including SO); Audit Committee members max 3 audit committees; Board reports full compliance . |
| Related-party/independence checks | Annual independence and related-person review noted no disqualifying transactions; utility service to directors on ordinary terms . |
Fixed Compensation (Non-Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard cash retainer for non-employee directors |
| Lead Independent Director retainer (if applicable) | $35,000 | Not applicable to Meador |
| Committee chair retainers | $25,000 (Audit Chair); $20,000 (other committee chairs) | Meador is not a chair |
| Meeting fees | None | No fees for Board/committee meeting attendance |
| 2024 cash actually paid to Meador | $120,000 | “Fees Earned or Paid in Cash” |
Performance Compensation (Director Equity and Plan Design)
| Equity Component | 2024 Grant Value | Form/Terms | Vesting/Distribution | Options |
|---|---|---|---|---|
| Annual equity grant (Meador) | $170,000 | Deferred common stock units (must be deferred) | Units accrue dividends; distributed in common stock (or cash for deferrals) when Board service ends | Company has not granted stock options since 2014 |
| Director Deferred Compensation Plan | — | May defer up to 100% of remaining cash comp into stock units or prime rate account | Fully vested; distribution election: lump sum or up to 10 annual installments at departure | — |
There are no performance metrics tied to non-employee director compensation; equity is time-based and deferred until departure, aligning directors with long-term shareholders without short-term incentive targets .
Other Directorships & Interlocks
- Other public company directorships: None .
- Compensation Committee interlocks: Compensation Committee comprised of independent directors; no interlocks with issuer executive officers in 2024 .
- Overboarding monitoring and compliance confirmed by the Nominating, Governance & Corporate Responsibility Committee; all directors compliant .
Expertise & Qualifications
- Finance, accounting, strategy, governance, sustainability, M&A, IT/procurement; energy industry experience across regulated utility operations and corporate functions from 25 years at DTE Energy; earlier experience at Chrysler and Coopers & Lybrand .
- Board assigns Meador to Audit and OES Committees, aligning his financial and operational/nuclear/environmental oversight expertise with committee mandates .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Deferred Common Stock Units | Rights to Acquire within 60 Days | Total Beneficially Owned |
|---|---|---|---|---|
| David E. Meador | — | 5,006 | — | 5,006 |
- Director stock ownership guidelines: Non-employee directors must beneficially own ≥5x the annual cash retainer within 5 years; all non-employee directors meet or are expected to meet within the timeframe. Director equity grants must be deferred until Board service ends .
- Company posts “Restrictions on Hedging or Pledging” among governance documents; ownership and policy resources are maintained on the investor website .
Governance Assessment
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Strengths
- Independent director with deep utility CFO/CAO background; placed on Audit and OES—two of the highest-risk oversight areas for a regulated utility, enhancing board effectiveness in financial integrity, safety, operations, fleet transition, and environmental oversight .
- Clean independence review and no disqualifying related-person transactions; Board-wide independence robust (12/13 nominees) .
- Strong attendance culture (avg 98% across Board/committees), with frequent executive sessions led by a robust Lead Independent Director .
- Director pay mix tilts to deferred equity, mandating long-term ownership; no meeting fees; no stock options practice since 2014—reduces short-term risk incentives and option repricing risk .
- Overboarding limits and compliance reduce time-commitment risk; director stock ownership guideline of 5x retainer enhances alignment .
- Investor alignment signals: Say-on-pay support was 95% in 2024, with active shareholder outreach involving independent directors .
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Watch items / Potential conflicts
- None disclosed specific to Meador; company disclosed two executive family employments and stated no other related-person transactions requiring disclosure; utility services to directors on ordinary customer terms .
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Overall view
- Meador’s assignment to Audit and OES, combined with his prior utility CFO/CAO experience and the Board’s strong governance framework (independence, ownership, overboarding controls, and risk oversight), supports investor confidence in risk management and oversight quality at SO .