Kimberly Greene
SOUTHERNAbout Kimberly Greene
Kimberly S. Greene serves as Chairman, President and CEO of Georgia Power, and is one of Southern Company’s Named Executive Officers (NEOs). She previously served as Executive Vice President and Chief Operating Officer of Southern Company and as President & CEO of Southern Company Services before becoming Chairman, President & CEO of Southern Company Gas in 2018 . Company performance under Southern’s leadership includes top-end adjusted EPS in 2024, a 21.7% 1-year TSR vs. UTY at 20.9% and S&P 500 at 25.0%, and completion of Vogtle Unit 4 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern Company | EVP & COO | 2014–2018 | Enterprise operations leadership; prepared for business-unit CEO transition |
| Southern Company Services | President & CEO | 2013–2014 | Led shared services; technology and operations support across subsidiaries |
| Southern Company Gas | Chairman, President & CEO | 2018–(subsequent years) | Led regulated gas utility portfolio; safety and reliability investments |
| Georgia Power (Southern Company) | Chairman, President & CEO | 2024 (current NEO role) | Oversaw Georgia Power; operational reliability and customer satisfaction |
External Roles
- No additional external public company directorships or committee roles for Ms. Greene are disclosed in the proxy; skip if not disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $900,004 | $945,005 |
| Target Bonus (% of Salary) | 100% | 100% |
| Annual PPP (actual payout, $) | $1,459,677 | $1,691,558 |
Performance Compensation
Annual Performance Pay Program (PPP) – Greene’s Operating Company Weights and Results
| Metric | Weight | Target | Actual | Payout (%) | Vesting |
|---|---|---|---|---|---|
| Customer Satisfaction | 30% | Top quartile benchmarks | Exceeded | Included in 179% overall calc | Cash (no vesting) |
| Safety | 20% | Continuous prevention focus | Serious injury rate 0.05; 2 fatalities noted (adjustments applied for other NEOs, not for Greene) | Included in 179% overall calc | Cash (no vesting) |
| Culture | 20% | Top quartile environment + supplier engagement | Significantly exceeded | Included in 179% overall calc | Cash (no vesting) |
| Electric Operations | 30% | Reliability targets | Industry-leading EFOR 1.21% | Included in 179% overall calc | Cash (no vesting) |
| EPS Component | n/a | Company guidance | Top end of guidance | 176% component | Cash |
| Net Income Component | n/a | Company goals | Above target | 184% component | Cash |
| Operational Aggregate (Company) | n/a | Weighted goals | Exceeded | 180% (Greene calculated total 179%) | Cash |
Approved total PPP payout for Greene: 179% of target ($1,691,558) .
Long-Term Incentive (LTI) – 2024–2026 Grant Structure (Awarded 1/31/2024)
| Component | Target as % of Salary | Units (Target) | Grant-Date Fair Value ($) |
|---|---|---|---|
| PSU – Relative TSR | 275% (total LTI) share split across components | 14,953 | Included in $1,984,360 PSUs total |
| PSU – Consolidated ROE | 11,214 | Included in $1,984,360 PSUs total | |
| PRSU – Cash From Operations | 11,214 | $779,597 | |
| Total LTI (100%) | 275% of salary | 37,381 total units | $2,763,957 (Stock Awards SCT) ; PSUs $1,984,360; PRSUs $779,597 |
- PSU metrics and payout calibration: Relative TSR and ROE have 0–200% payout ranges (GHG metric applies to CEO/CFO/COO only; not to Greene’s grant) .
- PRSU vesting schedule: 1/3 vests annually over 3 years, subject to one-year financial condition (2024 cash from operations exceeds 2023 dividends). First 1/3 vested upon certification on Feb 5, 2025; remaining 2/3 vests on the 2nd and 3rd anniversaries of grant .
Prior Cycle PSU Results (2022–2024)
| Metric | Threshold | Target | Max | Result | Payout (%) |
|---|---|---|---|---|---|
| Relative TSR | 10% | 50% | 90% | 77% | 168% |
| ROE | 10.00% | 11.50% | 13.75% | 13.31% | 180% |
| PSUs Earned (Greene) | 20,935 Target | — | — | 40,602 Earned | — |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Shares Beneficially Owned | 139,009 shares (sole voting/investment power unless indicated) |
| % of Shares Outstanding | ~0.0126% (139,009 / 1,100,193,640) |
| Outstanding Equity Awards (Unearned Units at 12/31/2024) | 3,350; 7,759; 11,623; 27,157; 27,122 units with market values $275,772; $638,721; $956,805; $2,235,564; $2,232,683 (mix of PRSUs remaining tranches and target PSUs incl. DEUs) |
| Stock Options | None outstanding; no option grants since 2014 |
| Ownership Guidelines | Officers subject to 1.0–2.5× salary multiples; all executive officers meeting requirements |
| Hedging/Pledging | Prohibited for executive officers and directors (anti-hedging; no pledging) |
| Deferred Compensation Balance | Aggregate balance $530,166; employer contributions $30,168; 2024 earnings $88,489 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | None for executive officers |
| Severance – Change in Control (Double Trigger) | 2× (base + PPP opportunity) for NEOs; CEO at 3×; no excise tax gross-up (amount reduced to avoid 280G) |
| Estimated CIC Severance (12/31/2024) | Greene: $5,065,225 |
| Equity – CIC Treatment (Awards ≥ Aug 15, 2022) | If Company CIC and no replacement award: all equity vests; PSUs vest at greater of target or projected actual. For Subsidiary CIC, NEOs at subsidiary vest; PSUs at target. If CIC Termination, replacement awards vest; PSUs at greater of target or projected actual |
| CIC Equity Acceleration (Counts) | PSUs: 92,240; PRSUs: 22,732 for Greene |
| Pension/SERP Lump Sum Acceleration at CIC | SBP-P: $4,224,937; SERP: $1,975,395 (no additional benefits) |
| Clawback/Recoupment | Omnibus plan clawback for restatements due to misconduct; enhanced Clawback Policy for misconduct or detrimental activity with 3-year recovery; NYSE Recoupment Policy adopted Dec 1, 2023 |
| Perquisites | Limited perquisites; no tax gross-ups on executive perqs (except certain relocation benefits available to all employees) |
Vesting Schedules and Insider Selling Pressure
- PRSUs: 1/3 vest annually contingent on one-year cash from operations criterion; first 1/3 certified Feb 5, 2025 .
- Lock-up: Greene is included among persons subject to a 45-day lock-up following a November 2025 Equity Units offering, restricting offers, sales, pledges and hedging of “Subject Shares” during the period, which temporarily reduces selling pressure .
Compensation Structure vs Performance Metrics
| Element | Vehicle | Metrics/Linkage |
|---|---|---|
| Base Salary | Cash | Role, market, internal equity, performance; annual review |
| Short-Term Incentive (PPP) | Cash | EPS, net income, operational goals (customer, safety, culture, electric ops for Greene) |
| Long-Term Incentive | PSUs/PRSUs | Relative TSR, ROE; PRSUs tied to cash from operations; PSU ranges up to 200% payout; PRSU 3-year vest with one-year performance check |
Peer benchmarking and target positioning: Southern targets approximately market median total direct compensation; peer context considers Southern’s larger scale (96th percentile revenue; 100th percentile market cap vs peer utilities) .
Performance & Track Record
- Company TSR: 1-, 3-, 5-, 25-year annualized TSR were 21.7%, 10.4%, 9.5%, and 12.3% as of 12/31/2024, outperforming UTY over these periods .
- Net income and CAP disclosure: 2024 net income $4,401 million; CEO compensation actually paid (CAP) methodology reconciled per Item 402(v) .
- Operational achievements include Vogtle Unit 4 commercial operation (largest U.S. clean energy generator) and strong reliability/customer growth in 2024 .
Compensation Governance and Say-on-Pay
- Independent Compensation Consultant: Pay Governance; engagement assessed as independent; no services to management .
- Best practices: performance-based awards; clawbacks; prohibition on hedging/pledging; strong ownership requirements; no employment agreements; no excise tax gross-ups .
- Say-on-Pay support: 93% support in 2023 .
Investment Implications
- Alignment: Greene’s pay mix is heavily at-risk through PPP and PSUs/PRSUs linked to EPS, ROE, TSR, and cash generation, aligning with stockholder value creation and operational reliability .
- Retention: Significant unvested equity (PRSUs and PSUs) and double-trigger CIC protections, plus pension/SERP lump sums at CIC, reduce near-term departure risk; lock-up and no-pledging policy lessen selling/pledging pressure .
- Skin-in-the-game: Direct ownership of 139,009 shares and compliance with ownership guidelines support alignment, though percentage of outstanding is small given company size (~0.0126%) .
- Execution risk: Operational goals carry stringent reliability/safety metrics; PSU outcomes depend on multi-year TSR/ROE. Recent strong PSU results (2022–2024) indicate effective execution but future cycles remain performance-sensitive .