Kristine Svinicki
SOUTHERNAbout Kristine L. Svinicki
Kristine L. Svinicki, 58, is an independent director of The Southern Company (SO) and has served on the board since October 2021. She is an Adjunct Professor of Nuclear Engineering and Radiological Sciences at the University of Michigan and formerly served as Commissioner (2008–2017) and Chairman (2017–2021) of the U.S. Nuclear Regulatory Commission, bringing deep nuclear regulation, safety, and policy expertise to SO’s board. She is not a committee chair at SO and is designated independent by the board’s annual independence review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Nuclear Regulatory Commission | Commissioner; Chairman | Commissioner 2008–2017; Chairman 2017–2021 | Led federal oversight of nuclear reactor materials and safety; extensive nuclear policy, environmental and cybersecurity matters |
| U.S. Senate | Staff Member; Professional Staff, Senate Armed Services Committee | Over a decade (pre-2008) | Portfolio included defense science/technology, DOE atomic energy defense activities; nuclear security oversight |
| U.S. Department of Energy | Nuclear Engineer (various offices) | Prior to Senate service | Roles in Nuclear Energy, Science & Technology; Civilian Radioactive Waste Management; Idaho Operations Office |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Pinnacle West Capital Corporation (PNW) | Director | Current | Audit, Finance, and Nuclear & Operating Committees; also on board of subsidiary Arizona Public Service Company |
| TerraPower LLC (private) | Director | Current | Nuclear innovation company; private board role |
| American Nuclear Society | Member | Ongoing | Professional society membership |
| University of Michigan | Adjunct Professor | Current | Nuclear engineering and radiological sciences |
| National Academy of Sciences, Engineering and Medicine | Committee member (nuclear terrorism threats) | Current | Committee service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director; board determined 12 of 13 nominees independent in Feb 2025; only CEO non‑independent |
| SO Board committees | Business Security & Resiliency (BSR); Operations, Environmental & Safety (OES) |
| Committee chairs | BSR chaired by Dr. Janaki Akella; OES chaired by Dr. Dale E. Klein (Svinicki is a member of both) |
| 2024 Board meetings | 7 meetings; all directors ≥75% attendance; average Board+committee attendance 98% |
| 2024 BSR meetings/attendance | 5 meetings; attendance 100% (committee level) |
| 2024 OES meetings/attendance | 5 meetings; attendance 100% (committee level) |
| Lead Independent Director | Anthony F. Earley, Jr.; robust responsibilities including executive sessions and agenda approval |
| Independent-only sessions | Executive sessions of non‑management directors at every regular board meeting |
Fixed Compensation
| Component (Non‑Employee Directors – 2024) | Amount |
|---|---|
| Annual cash retainer | $120,000 |
| Lead Independent Director retainer (if applicable) | $35,000 (not applicable to Svinicki) |
| Committee chair retainer (non‑Audit) | $20,000 (not applicable to Svinicki) |
| Audit Committee chair retainer | $25,000 (not applicable to Svinicki) |
| Annual equity grant (deferred common stock units until board service ends) | $170,000 |
| Meeting fees | None for board or committee meetings |
| Svinicki 2024 actual – Fees Earned (cash) | $120,000 |
| Svinicki 2024 actual – Stock Awards (grant‑date fair value) | $170,000 |
| Svinicki 2024 actual – Total | $290,000 |
Additional plan features:
- Annual equity grants are mandatorily deferred; distributions occur upon board departure. Directors may also elect to defer up to 100% of remaining cash compensation into stock units (dividends reinvested) or a prime rate cash account; distributions can be lump sum or up to 10 annual installments. All investments and earnings are fully vested.
Performance Compensation
Directors at SO do not receive performance‑conditioned incentives (e.g., PSUs tied to TSR/EPS) in their director pay; equity is time‑based and deferred to promote alignment. No meeting fees are paid.
| Performance Element | Metrics | Weighting/Targets | Outcome |
|---|---|---|---|
| Not applicable for directors | — | — | — |
Other Directorships & Interlocks
| External Entity | Potential Interlock/Consideration | Company View/Controls |
|---|---|---|
| Pinnacle West / Arizona Public Service | Another regulated utility board; nuclear oversight committee experience could inform SO’s nuclear governance | SO’s 2025 independence review found no material relationships; no related‑person transactions affecting director independence were identified |
| TerraPower (private) | Nuclear technology developer; potential future industry interactions | SO policy requires annual independence and related‑party reviews; no such transactions disclosed involving directors |
| Overboarding policy | SO caps total public company boards at four (including SO); audit committee limit is three | Board states all directors are in full compliance with guidelines |
Expertise & Qualifications
- Nuclear energy regulation, safety, and technology; former Chair of U.S. NRC.
- Federal and state energy policy; prior U.S. Senate and DOE roles.
- Cybersecurity and environmental matters exposure from nuclear oversight; aligns with BSR and OES committee mandates.
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Deferred Common Stock Units | Rights to Acquire within 60 Days | Total Beneficially Owned |
|---|---|---|---|---|
| Kristine L. Svinicki | 0 | 8,297 | 0 | 8,297 |
Additional alignment:
- Director stock ownership guideline: at least 5x the annual cash retainer within 5 years of initial election; all non‑employee directors either meet or are expected to meet within the timeframe. Annual equity grants must be deferred until board service ends.
- Company discloses restrictions on hedging/pledging on its investor website; no pledging by Svinicki is indicated or flagged in the proxy.
Governance Assessment
- Strengths: Svinicki’s nuclear regulatory pedigree and current academic/industry roles directly match SO’s operational risk profile and oversight needs, particularly on BSR (cyber/physical security) and OES (nuclear operations, environmental/safety) committees that each posted 100% committee attendance in 2024. Her independence is affirmed under SO’s annual review.
- Alignment: Director pay is simple and shareholder‑aligned (no meeting fees; cash retainer plus fully deferred equity), with mandatory deferral and a 5x retainer ownership guideline supporting long‑term orientation; her 2024 mix was $120k cash and $170k equity.
- Engagement/Effectiveness: Board met seven times in 2024 with average 98% attendance across board/committees; SO maintains strong independent leadership (Lead Independent Director with robust authority; executive sessions each meeting).
- Conflicts/Red Flags: No related‑party or independence‑impairing transactions identified for any director in 2025 review; track potential optics of cross‑utility board service (Pinnacle West/APS) and nuclear company directorship (TerraPower), but SO’s policies and reviews mitigate conflict risk. No perquisites above thresholds and no meeting fees. Say‑on‑pay support at 95% in 2024 suggests favorable investor sentiment toward governance and pay practices.