Jim Kerr
SOUTHERNAbout Jim Kerr
James Y. (Jim) Kerr II is Chairman, President and CEO of Southern Company Gas, appointed in 2023 following service as Southern Company’s EVP, Chief Legal Officer and Chief Compliance Officer since 2014; he previously served eight years as a Commissioner on the North Carolina Utilities Commission and was President of NARUC (2007–2008) . He holds a B.A. from Washington & Lee University and a J.D., with honors, from the University of North Carolina School of Law . Born in 1964 (age ~61 in 2025), he has led Southern Company Gas for ~2 years; company performance features top-quartile annualized TSR over three years and adjusted EPS at the top end of 2024 guidance, which drive incentive outcomes for NEOs including Kerr .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern Company | EVP, Chief Legal Officer & Chief Compliance Officer | 2014–2023 | Led Office of General Counsel; directed execution/regulatory approval of transactions (AGL Resources merger, PowerSecure acquisition; divestitures incl. Gulf Power) . |
| North Carolina Utilities Commission | Commissioner | ~8 years | Regulated rates/services; leadership in utility policy/regulation . |
| National Association of Regulatory Utility Commissioners (NARUC) | President | 2007–2008 | National policy leadership; testimony before Congress/FERC on energy/regulatory issues . |
| McGuireWoods LLP / McGuireWoods Consulting | Partner / Senior Advisor | 2008–2014 | Co-chaired energy industry team focusing on transactions, regulation, policy and litigation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Westerman, Inc. | Director | n/d | Board service . |
| Georgia Aquarium | Director | n/d | Community leadership . |
| Skyland Trail | Director | n/d | Mental health non-profit governance . |
| American Gas Association | Policy Council Committee Lead | n/d | Industry policy leadership . |
| National Petroleum Council | Member | n/d | Energy policy advisory . |
| Metro Atlanta Chamber | Executive Committee | n/d | Regional economic development . |
| Rotary Club of Atlanta | Member | n/d | Civic engagement . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 837,570 | 877,592 |
| Annual PPP Target (% of Salary) | n/d | 80% |
| Annual PPP Target ($) | n/d | 707,200 |
| Perquisites ($) | 57,574 | 11,770 |
Notes:
- Base salary progression for NEOs shows Kerr’s salary increase aligned with March 1 annual adjustments .
- Perquisite breakdown for 2024 includes financial planning, limited personal aircraft use (policy primarily for CEO), and other items; Kerr total $56,402 including 401(k) and supplemental plan contributions .
Performance Compensation
Annual Performance Pay Program (PPP) – 2024
| Metric | Weight | Target | Actual/Payout | Approved |
|---|---|---|---|---|
| EPS | n/d | n/d | 176% | 169% (overall) |
| Net Income (Southern Company Gas) | n/d | n/d | 179% | 169% (overall) |
| Operational Goals (see weights) | n/d | n/d | 169% | 169% (overall) |
| PPP Weights (Kerr): Customer Satisfaction | 30% | n/d | n/d | n/d |
| PPP Weights (Kerr): Safety | 20% | n/d | n/d | n/d |
| PPP Weights (Kerr): Culture | 20% | n/d | n/d | n/d |
| PPP Weights (Kerr): Gas Operations | 30% | n/d | n/d | n/d |
| 2024 PPP Payout ($) | — | — | — | 1,195,168 |
Notes:
- Committee approved a reduction to operational goal achievement for Womack, Connally and Kerr due to two employee fatalities; Kerr’s approved total payout is 169% .
Long-Term Incentive (LTI) – 2024–2026 Grant (Issued Jan 31, 2024)
| Component | Grant Value ($) | Units (#) |
|---|---|---|
| PSU – Relative TSR | 884,000 | 12,716 |
| PSU – Consolidated ROE | 663,000 | 9,537 |
| PSU – GHG | — | — |
| PRSU – Cash From Operations | 663,000 | 9,537 |
| Total Target LTI (% of Base) | 250% | 31,790 total units |
Key mechanics:
- PSUs vest based on 3-year performance (TSR, ROE; 0–200% earnout; Monte Carlo model for TSR valuation at grant) .
- PRSUs vest 1/3 per year over 3 years, contingent on one-year financial condition (2024 cash from operations exceeds dividends paid in 2023); first 1/3 vested upon certification on Feb 5, 2025; remaining 2/3 vest on second and third anniversaries of grant date .
PSU Performance – 2022–2024 Cycle (Vested Dec 31, 2024)
| Metric | Result | Weighted Average (Kerr) |
|---|---|---|
| Relative TSR | 168% | — |
| ROE | 180% | — |
| GHG (only CFO/COO) | — | — |
| Total Weighted Average | — | 173% |
| PSUs Earned (Units) | — | 37,317 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Feb 14, 2025) | 205,065 shares |
| Ownership % of Outstanding | ~0.019% (205,065 / 1,100,193,640) |
| Shares Outstanding (Record Date Mar 31, 2025) | 1,100,193,640 |
| Stock Ownership Guidelines | Executives subject to 1.0–2.5x salary multiples; five-year compliance period; all NEOs met requirements as of Mar 1, 2025 |
| Hedging/Pledging Policy | Prohibits hedging; no pledging permitted for executive officers and Directors |
| Options Outstanding | None; stock options not granted since 2014 |
Outstanding Equity Awards at 2024 FYE (Unearned/Unvested)
| Units (#) | Market/Payout Value ($) |
|---|---|
| 3,080 | 253,546 |
| 6,663 | 548,498 |
| 9,885 | 813,733 |
| 23,317 | 1,919,455 |
| 23,065 | 1,898,711 |
Stock Vested in 2024
| Shares Vested (#) | Value Realized ($) |
|---|---|
| 46,829 | 3,727,494 |
Deferred Compensation (2024 FYE)
| Item | Amount ($) |
|---|---|
| Executive Contributions (DCP) | 280,180 |
| Registrant Contributions (SBP/DCP) | 27,162 |
| Aggregate Earnings | 155,469 |
| Aggregate Balance | 1,587,127 |
Employment Terms
- Employment Agreements: Company has no employment agreements with executive officers .
- Change-in-Control (CIC) Economics: Double-trigger severance; for NEOs other than CEO, 2x sum of base salary + PPP opportunity (target or if greater, average achievement over prior three fiscal years); estimated CIC severance for Kerr as of Dec 31, 2024: $4,229,056; no excise tax gross-up; includes six months outplacement (~$6,000) .
- Healthcare/Life Insurance Benefits on Termination: Kerr (not retirement-eligible at 12/31/2024) would receive ~$114,065 (three times combined employer/employee premiums) under certain termination scenarios; retirement-eligible NEOs do not receive incremental payments except under CIC termination .
- Clawback/Recoupment: Omnibus Plans include clawback provisions (misconduct leading to restatement; SOX forfeiture); enhanced Clawback Policy permits recovery for restatement and “Detrimental Activity” triggers over at least three years; NYSE-compliant Recoupment Policy effective Dec 1, 2023 to recover erroneously awarded incentive comp upon accounting restatement .
- Perquisites and Tax Treatment: Limited perquisites; no tax gross-ups on executive perquisites (except certain relocation-related expenses); no excise tax gross-ups on CIC payments . Kerr’s 2024 perquisites totaled $11,770; plus 401(k) company contribution $17,470 and supplemental plan contribution $27,162 .
Compensation Summary (Multi-Year)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 877,592 | 2,350,552 | 1,195,168 | 390,010 | 56,402 | 4,869,724 |
| 2023 | 837,570 | 2,205,244 | 1,120,721 | 595,163 | 57,574 | 4,816,272 |
Pension and Supplemental Retirement (Present Value at 12/31/2024)
| Plan | Years Credited Service | Present Value ($) |
|---|---|---|
| Pension Plan | 9.92 | 445,657 |
| Supplemental Benefit Plan (Pension-Related) | 9.92 | 2,099,532 |
| Supplemental Executive Retirement Plan | 9.92 | 723,123 |
Governance, Peer Benchmarking, and Say-on-Pay
- Pay Program Design: All short- and long-term incentives are performance-based; strong stock ownership requirements; policy against hedging/pledging; independent consultant (Pay Governance) advises Compensation Committee . Target total direct compensation approximates market median .
- Company Size vs Peers: Southern Company ranks ~96th percentile on net annual revenue and ~100th percentile on market capitalization vs peer utilities used in compensation decisions .
- Say-on-Pay: 95% support at 2024 annual meeting; ongoing shareholder outreach informs compensation decisions .
Investment Implications
- Pay-for-Performance Alignment: Kerr’s incentives are tightly linked to financial outcomes (EPS, net income, operational goals) and long-term value creation (relative TSR, ROE); 2022–2024 PSU earnout at 173% underscores strong multi-year performance drivers .
- Retention and Selling Pressure: Significant rolling PRSU vesting (1/3 annually with a near-term cash-from-operations condition) and scheduled PSU vesting cycles (2023–2025, 2024–2026) create periodic share delivery; options are not outstanding (no forced expiration pressure), reducing opportunistic selling catalysts relative to option-heavy structures .
- Alignment and Risk Controls: Robust ownership guidelines (met by all NEOs), strict anti-hedging/anti-pledging, and comprehensive clawback/recoupment policies mitigate misalignment and reputational risk, while CIC protections are double-trigger and exclude excise tax gross-ups, balancing retention with shareholder-friendly terms .
- Ownership “Skin-in-the-Game”: Kerr’s beneficial ownership is ~0.019% of shares outstanding, complemented by deferred compensation balances; while relatively small in % terms given Southern’s scale, ongoing equity vesting links his wealth to share performance .
- Performance Outlook Drivers: Company highlights include top-quartile TSR and EPS at top guidance range, completion of major nuclear projects (Vogtle), and operational excellence—factors supportive of LTI metric achievement; however, safety incidents led to payout reductions, signaling governance sensitivity to non-financial performance .