David Poroch
SOUTHERNAbout David Poroch
David P. Poroch is Executive Vice President and Chief Financial Officer (CFO) of The Southern Company, appointed effective July 31, 2025; he is 56 years old and previously served as Southern Company’s Comptroller since March 2023, EVP/CFO/CRO/Treasurer of Southern Company Gas (2021–2023), and EVP/CFO/Treasurer of Georgia Power (2019–2020) . He holds a BBA from Northwood University and is a Certified Public Accountant licensed in Georgia, Michigan, and Florida; prior to Southern Company he spent nearly two decades as a partner at Deloitte & Touche LLP in the utilities sector . Company performance context under his CFO tenure includes Southern’s Q3 2025 operating revenues of $7.8B (+7.5% YoY) and adjusted EPS of $1.60 vs $1.43 YoY; over the last three years Southern’s annualized TSR ranked top quartile among peers and adjusted EPS landed at the top end of 2024 guidance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Southern Company | Executive Vice President & Chief Financial Officer | 2025–present | Principal financial officer; co-leads earnings calls and certifies 10-Q disclosures |
| The Southern Company | Senior Vice President, Comptroller & Chief Accounting Officer | 2023–2025 | Led accounting policy, external reporting, payroll and AP; oversight of accounting controls |
| Southern Company Gas | EVP, CFO, Chief Risk Officer & Treasurer | 2021–2023 | Directed finance, accounting, business planning and risk management for gas utilities |
| Georgia Power | Executive Vice President, Chief Financial Officer & Treasurer | 2019–2020 | Oversaw accounting/financial reporting, FP&A, budgeting, and treasury |
| Georgia Power | Vice President & Comptroller | 2014–2020 | Led financial reporting, accounting research, internal controls and regulatory accounting |
| Southern Company Services | Vice President & Chief Audit Executive | 2012 | Led internal audit across Southern Company and subsidiaries |
| Deloitte & Touche LLP | Partner | ~19 years pre-2012 | Led utilities sector engagements; deep industry finance expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Atlanta Botanical Gardens | Board member | Current (as of 7/30/2025) | Community leadership |
| Georgia Council on Economic Education | Board member | Current (as of 7/30/2025) | Education advocacy |
| Humane Society of Northeast Georgia | Board member | Current (as of 7/30/2025) | Non-profit governance |
Fixed Compensation
- CFO appointment compensation decisions: not yet determined at time of appointment; material changes will be reported via 8-K amendment .
- Annual cash incentive (PPP) framework: PPP Award = Base Salary × Target Award % × Performance Achievement (0–200%); individual modifier ±10 pts applies .
- PPP goal weighting (2024): CEO/CFO/COO EPS 65%, Operational 35%; other NEOs EPS 45%, Operational 35%, Business Unit Net Income 20% .
| Component | Detail | Citation |
|---|---|---|
| Base Salary | TBD for Poroch at appointment; Committee to report changes via 8-K amendment | |
| PPP Formula | Base Salary × Target % × Performance Achievement (0–200%); individual modifier ±10 pts | |
| PPP Weighting (CFO) | EPS 65% | |
| PPP Weighting (CFO) | Operational 35% |
Performance Compensation
| Incentive Type | Metric | Weighting | Target Definition | Payout Range | Vesting/Period | Key Conditions |
|---|---|---|---|---|---|---|
| Short-term (PPP) | Adjusted EPS | 65% (CFO) | Calibrated to guidance and plan rigor | 0–200% of target | Annual | Dividend funding threshold for any payout |
| Short-term (PPP) | Operational goals (customer experience, reliability, sustainability, culture) | 35% (CFO) | Board committee-reviewed benchmarks | 0–200% of target | Annual | Individual modifier ±10 pts |
| Long-term (PSUs) | Relative TSR vs utility peer group | Part of 65% (CFO) PSU bucket | 3-year TSR percentile vs peers | 0–200% of target | 3-year performance period | Credit quality threshold applies (ROE goal can be zero if rating < investment grade) |
| Long-term (PSUs) | Consolidated ROE | Part of 65% (CFO) PSU bucket | Companywide ROE (electric, gas, Southern Power) | 0–200% of target | 3-year performance period | Credit quality threshold applies |
| Long-term (PSUs) | GHG Reduction Metric | 10% (CEO/CFO/COO) | Quantitative cumulative MW change plus qualitative modifier | 0–200% of target | 3-year performance period | Aligns with 2030/2050 goals |
| Long-term (PRSUs) | Cash from Operations vs prior-year dividends | 25% (CFO) | Must exceed prior year dividends | Earned/not earned | Vest 1/3 per year over 3 years if earned | Settled in stock; DEUs only if earned |
- 2024 performance highlights (payout drivers): Adjusted EPS at top end of guidance; top quartile TSR and ROE results; strong operational goal performance (e.g., reliability, sustainability) .
Equity Ownership & Alignment
| Policy/Status | Detail | Citation |
|---|---|---|
| Stock ownership requirements | All executive officers subject to ownership requirements; five-year compliance period from hire/promotion; all NEOs met requirements as of March 1, 2025 | |
| Ownership multiple | Officers across Southern Company have varying requirements between 1×–2.5× base salary based on title/responsibility | |
| Anti-hedging | Directors and employees prohibited from hedging Company securities via derivatives (puts/calls, collars, swaps, exchange funds) | |
| No pledging | Pledging of Company stock prohibited for executive officers and Directors | |
| Options policy | Committee has not granted stock options since 2014 | |
| Equity award settlement | LTI awards settled in common stock; DEUs accrue only if underlying award is earned | |
| Grant timing | Annual LTI grants at first Committee meeting; pro-rated grants effective Aug 1 for new eligibles; off-cycle possible on promotion | |
| Company equity plan capacity | As of 12/31/2024: 911,141 RSUs and 2,314,232 PSUs outstanding at target under 2021 Omnibus Plan; 27,952,603 shares available for future issuance |
Note: The 2025 beneficial ownership table lists Directors/NEOs/executive officers as a group (<1% of shares outstanding) but does not individually enumerate Poroch’s holdings; Poroch was Comptroller (non-NEO) as of the 2024 proxy snapshot date .
Employment Terms
| Term | Provision | Citation |
|---|---|---|
| Employment agreements | No employment agreements with executive officers | |
| Clawbacks | Clawback provisions apply to all incentive awards; enhanced for key executives (misconduct events) | |
| CIC severance (multiples) | Double-trigger required; CEO 3× salary+PPP; other NEOs 2× salary+PPP; outplacement ~$6,000 per NEO | |
| CIC excise tax | Cutback to avoid 280G excise tax; no excise tax gross-ups | |
| Perquisite gross-ups | No tax gross-ups on executive perquisites (except certain relocation expenses) | |
| Healthcare perqs | Financial planning perq: max $20k/year for CEO; $15k/year for other NEOs; additional year provided post-retirement for retirement-eligible NEOs | |
| Say-on-Pay | Annual advisory vote; Committee considers vote results; next vote planned at 2026 annual meeting |
CFO role formalities:
- SOX certifications: Poroch signed Section 302 and 906 certifications on Q3 2025 10-Q, attesting to fair presentation and controls .
- 10-Q signature: Poroch signed as Principal Financial Officer for The Southern Company .
Performance & Track Record
- Q3 2025 operating performance: Revenues $7.8B vs $7.3B (+7.5% YoY); Net Income – Excluding Items $1,766M; basic EPS – Excluding Items $1.60 vs $1.43 YoY; adjusted drivers included higher utility revenues, partially offset by higher D&A and interest expense .
- Investor communications: Poroch co-hosted/participated in earnings calls (Sept. 30 release noted Poroch to join call) .
- Governance continuity: Internal promotion to CFO from Comptroller, with outgoing CFO serving as senior advisor during transition through Oct. 1, 2025 .
Compensation Committee Analysis
- Independent consultant: Pay Governance LLC advises the Compensation and Talent Development Committee; assessed independent with no conflicts; attends Committee meetings .
- Governance “Do’s/Don’ts”: 100% of short- and long-term incentives are performance-based; no pledging; strong stock ownership requirements; double-trigger CIC; clawbacks; no perq tax gross-ups; no employment agreements .
Investment Implications
- Alignment strength: Heavy weighting to EPS and operational PPP, with long-term PSUs tied to relative TSR and consolidated ROE, and PRSUs requiring cash-from-operations to exceed prior-year dividends; settlement in stock with DEUs only if earned supports pay-for-performance and mitigates windfall risk .
- Retention and selling pressure: PRSUs, if earned, vest one-third annually over three years, creating potential periodic sale windows; anti-hedging/pledging policy reduces adverse alignment risks; stock ownership requirements and five-year compliance period support retention and alignment .
- Change-of-control economics: Double-trigger and 2× multiple for non-CEO NEOs, excise tax cutback, and limited perqs lower “golden parachute” risk; provides predictable treatment in corporate events .
- Execution credibility: Poroch’s deep internal finance roles (Gas, Georgia Power, Comptroller) and SOX certifications bolster confidence in financial integrity; company’s top quartile TSR and Q3 revenue growth add macro support, though personal compensation specifics were pending at appointment and should be monitored in subsequent filings for final alignment assessments .