John Johns
SOUTHERNAbout John D. Johns
John D. Johns is an independent director of Southern Company, age 73, serving since February 2015. He is currently Senior Advisor at Blackstone Inc. and formerly Chairman and CEO of Protective Life Corporation, with prior roles including CFO at Protective Life and General Counsel at Sonat, Inc. His core credentials include public-company CEO experience, financial expertise, capital allocation and risk management in highly regulated industries, plus a legal background and prior service on the Alabama Power board. He is nominated for re‑election and has been affirmed independent by the Board’s 2025 review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Protective Life Corporation | Chairman & CEO; President; EVP & CFO | CEO 2002–2017; President 2002–Jan 2016; Joined 1993 as EVP & CFO | Led a regulated financial services firm; capital allocation and risk oversight experience |
| DLI North America Inc. (oversight company for Protective Life) | Chairman | Retired 2020 | Oversight of Protective Life post-acquisition |
| Sonat, Inc. (diversified energy company) | General Counsel | Prior to Protective Life | Legal leadership in a diversified energy business |
| Maynard, Cooper & Gale, P.C. | Founding Partner | Prior to Sonat | Corporate and legal governance experience |
| Alabama Power (Southern Company subsidiary) | Director; member of Nominating and Executive Committees | 2004–2015 | Deep utility/regulatory familiarity; board process experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone Inc. | Senior Advisor | Since April 2022 | Strategic advisory to global investment firm |
| Genuine Parts Company | Director; Lead Independent Director | Current | Compensation & Human Capital Committee; Executive Committee |
| Regions Financial Corporation | Director | Until 2024 | Regional bank board experience |
| Financial Services Roundtable | Executive Committee (past) | Historical | Industry advocacy leadership |
| American Council of Life Insurers | Chairman (past) | Historical | Sector policy leadership |
| Business Council of Alabama; Birmingham Business Alliance; Greater Alabama Council of Scouting America; Innovation Depot | Chairman (past) | Historical | Community and economic development leadership |
Board Governance
- Committee assignments: Finance Committee Chair; member, Nominating, Governance and Corporate Responsibility Committee. The Board determined all Finance Committee members are independent.
- Committee attendance and engagement: Finance Committee held 6 meetings in 2024 with 100% attendance; the Nominating, Governance and Corporate Responsibility Committee held 5 meetings with 95% attendance (committee-level figures).
- Independence: The Board’s February 2025 process affirmed 12 of 13 director nominees, including Johns, as independent; no related-person transactions above thresholds were identified.
- Re‑nomination: Johns is among 13 nominees recommended for re‑election.
- Board-level attendance context: In 2024, all directors attended at least 75% of applicable Board/committee meetings; average attendance was 98%.
Fixed Compensation
- Non‑employee director cash retainer: $120,000; additional cash for chair roles: $20,000 (Audit Chair $25,000); Lead Independent Director: $35,000. No meeting fees.
| Director | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| John D. Johns | 140,000 | Base retainer plus committee chair retainer |
Performance Compensation
- Annual equity grant: $170,000 in deferred common stock units; distribution occurs after Board service ends; dividends are reinvested; directors may also elect to defer up to 100% of remaining compensation into stock units or a prime-rate option; all investments/earnings fully vested. No options; director equity grants are not performance-conditioned.
| Component | Vehicle | Metric linkage for Directors | Grant Value |
|---|---|---|---|
| Annual equity grant | Deferred common stock units | None (not performance-based for directors) | $170,000 |
| Executive LTI Metrics (for context, not applied to director grants) | Description |
|---|---|
| Relative TSR; EPS; ROE | PSU/PRSUs tie pay to multi‑year financial/performance outcomes for executives |
| GHG reduction goals (CEO, CFO, COO) | Quantitative and qualitative measures integrated in LTI for key executives |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| Genuine Parts Company | Lead Independent Director | Compensation & Human Capital; Executive Committee | No related-person transactions identified in independence review; Board affirmed independence |
| Regions Financial Corporation | Director (until 2024) | — | Tenure ended 2024; independence maintained |
| Blackstone Inc. | Senior Advisor | — | Investment firm advisory role; Board’s independence review found no transactions affecting independence |
Expertise & Qualifications
- Public-company CEO experience; financial and capital allocation expertise; risk management in regulated industries.
- Legal background (former General Counsel at Sonat); extensive utility/regulatory exposure via Alabama Power board service.
- Governance leadership as Lead Independent Director at Genuine Parts; compensation committee experience there.
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Deferred Common Stock Units | Shares with Rights to Acquire within 60 Days | Total Beneficial Ownership |
|---|---|---|---|---|
| John D. Johns | 730 | 81,571 | — | 82,301 |
- Of directly/indirectly owned shares, 670 are held jointly with family members.
- Director stock ownership guidelines require ownership of at least 5x annual cash retainer within five years; all non‑employee directors meet or are expected to meet the guideline.
- Shares as a percentage of total outstanding for Johns not separately disclosed; group holdings are less than 1%.
Governance Assessment
- Strengths:
- Finance Committee Chair with strong financial and capital allocation background; committee independence and full attendance (100%) in 2024 bolster oversight credibility.
- Extensive prior CEO and legal experience enhances board effectiveness in risk management and regulatory matters.
- Alignment via deferred equity and stock ownership guidelines; no meeting fees and standardized cash/equity structure minimize pay-related conflicts.
- Independence affirmed; no related-party transactions above thresholds; robust director attendance across Board and committees in 2024.
- Watch items / potential conflicts:
- Senior Advisor role at Blackstone may intersect with infrastructure or energy investments; Board’s independence review found no transactions affecting independence, but ongoing monitoring is prudent.
- Compensation mix and signals:
- 2024 compensation comprised $140,000 cash and $170,000 deferred equity; equity exceeds cash, supporting long-term alignment. No options or performance-conditioned grants for directors.
- Shareholder confidence context:
- Company’s 2024 Say‑on‑Pay received 95% support, with independent directors involved in outreach—indicative of effective governance engagement processes.