Donald James
SOUTHERNAbout Donald M. James
Donald M. James, 76, is an independent director of The Southern Company, serving since December 1999. He is a former Chairman and CEO of Vulcan Materials and brings legal, governance, risk management, major capital projects, and environmental expertise. He currently serves on the Audit, Compensation and Talent Development, and Finance Committees . The Board affirmed his independence in February 2025, and overall director meeting attendance in 2024 averaged 98% with all directors ≥75% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vulcan Materials Company | Chairman & CEO; President & COO; SVP & GC | Joined 1992; CEO from 1997; retired CEO 2014; retired Chair/left Board 2015 | Led large-scale industrial operations; governance and risk expertise |
| Bradley, Arant, Rose & White (law firm) | Partner | ~10 years prior to Vulcan | Corporate legal and governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Frontier Materials (private) | Chairman | Current | Construction materials industry leadership |
| Wells Fargo & Company | Director | Through 2020 | Board service at major financial institution |
| Protective Life; SouthTrust; Wachovia | Director (former) | Prior years | Financial services governance |
| Children’s of Alabama | Trustee | Current | Executive and Compensation Committees |
Board Governance
- Independence: Independent director; part of 12 independent nominees in 2025 .
- Committee assignments: Audit (member), Compensation & Talent Development (member), Finance (member) .
- Committee chair roles: None (Audit Chair: William G. Smith Jr.; Comp & Talent Chair: Lizanne Thomas; Finance Chair: John D. Johns) .
- Committee activity in 2024:
- Audit: 9 meetings; committee attendance 98% .
- Compensation & Talent Development: 7 meetings; attendance 100%; engaged independent consultant Pay Governance (independence confirmed) .
- Finance: 6 meetings; attendance 100% .
- Board attendance: Board met 7 times in 2024; all directors ≥75%, average 98% .
- Shareholder signals: 2025 director election support for James was 96.10%; 2024 support was 97.44% .
- Governance enhancements: Stockholders approved amending the charter to reduce supermajority requirements to majority vote (67.78% of outstanding supported) .
| Director Election Support | 2024 | 2025 |
|---|---|---|
| Votes For (%) | 97.44% | 96.10% |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard director cash retainer |
| Committee chair fees | — | $20,000 for chairs (Audit chair $25,000); not applicable to James |
| Lead Independent Director retainer | — | $35,000; not applicable to James |
| Meeting fees | — | No fees for Board/committee meetings |
| Total 2024 cash paid | $120,000 | From Director Compensation Table |
Performance Compensation
| Equity Component | Grant Value | Vesting/Structure | Notes |
|---|---|---|---|
| Annual equity grant (deferred common stock units) | $170,000 | Deferred until Board service ends; dividends reinvested; distributions in stock at departure | All non-employee directors receive deferred shares; no meeting fees; deferral under Director Deferred Compensation Plan |
Director equity is not performance-conditioned; it is fully deferred to strengthen alignment and long-term orientation .
Other Directorships & Interlocks
- Current public company boards: None listed for James .
- Prior public company boards: Wells Fargo & Company; Vulcan Materials; Protective Life; SouthTrust; Wachovia .
- Compensation Committee interlocks: The Compensation Committee comprises independent directors; no insider participation interlocks disclosed for 2024 .
Expertise & Qualifications
- Public company CEO experience; legal background as former GC; governance, risk management, major capital projects, and environmental matters .
- Brings perspectives on management, operations, and strategy from leading a large industrial enterprise .
Equity Ownership
| Holding Type | Shares/Units | As-of |
|---|---|---|
| Deferred common stock units | 192,887 | Beneficial ownership table (Feb 14, 2025) |
| Direct/indirect common shares | — | Beneficial ownership table (total reflects deferred units) |
| Group ownership (Board + execs) | Less than 1% of outstanding | Aggregate statement |
| Stock ownership guideline | ≥5× annual cash retainer within 5 years | All directors meet or are expected to meet |
| Hedging/Pledging policy | Prohibited for directors and executive officers | Insider trading policy prohibits hedging and pledging |
Insider Trades (Form 4 – Recent Activity)
| Transaction Date | Filing Date | Type | Quantity (units) | Post-Txn Owned (units) | Source |
|---|---|---|---|---|---|
| 2024-01-02 | 2024-01-02 | Award (Deferred Units) | 606.1038 | 184,011.3025 | |
| 2024-04-01 | 2024-04-05 | Award (Deferred Units) | 597.7496 | 186,487.2660 | |
| 2024-07-01 | 2024-07-03 | Award (Deferred Units) | 551.9481 | 188,746.4085 | |
| 2024-10-01 | 2024-10-02 | Award (Deferred Units) | 467.6496 | 190,751.1851 | |
| 2025-01-02 | 2025-01-06 | Award (Deferred Units) | 516.2779 | 192,886.8577 | |
| 2025-04-01 | 2025-04-03 | Award (Deferred Units) | 462.8621 | 194,915.0776 | |
| 2025-07-01 | 2025-07-02 | Award (Deferred Units) | 460.4550 | 197,009.7629 | |
| 2025-10-01 | 2025-10-02 | Award (Deferred Units) | 448.3122 | 199,063.1309 |
Pattern: Quarterly accrual of deferred stock units; no open-market purchases or sales noted over 2024–2025 in Form 4 filings (all transactions coded “A—Award”) [insider-trades output above].
Governance Assessment
- Board effectiveness: Long-tenured independent director with heavy committee engagement across Audit, Compensation, and Finance—positions central to oversight of financial reporting, pay governance, capital allocation, and risk. Committee attendance metrics indicate active engagement (Audit 98%, Comp/Talent 100%, Finance 100% in 2024) .
- Alignment & incentives: Director pay is balanced—$120k cash retainer plus $170k in deferred equity, mandatorily deferred until service ends, promoting long-term alignment; stock ownership guideline is robust (≥5× retainer), and hedging/pledging is prohibited, reducing misalignment risk .
- Independence & conflicts: The Board’s 2025 independence review reported no transactions affecting director independence and no related-person transactions involving James; routine utility services to directors/entities are provided on normal customer terms . No pledging; no reported loans or related-party dealings—clean profile.
- Shareholder signals: Strong shareholder support for James (96–97% votes for in 2024–2025) and strong Say-on-Pay approval (95% in 2024; 93.44% in 2025), alongside passage of the charter amendment reducing supermajority requirements—positive governance momentum .
- RED FLAGS: None disclosed specific to James. No attendance issues; no related-party transactions; no pledging; no option repricing; equity grants are standard deferred units .
Notes and References
- Biographical and committee details: Southern Company 2025 Proxy Statement (DEF 14A) .
- Independence, attendance, and governance policies: DEF 14A .
- Director compensation and ownership guidelines: DEF 14A .
- Beneficial ownership: DEF 14A (as of Feb 14, 2025) .
- Shareholder votes: 2024 and 2025 Form 8-K Item 5.07 .
- Insider transactions: SEC Form 4 filings linked in the Insider Trades table above (2024–2025).