Lizanne Thomas
SOUTHERNAbout Lizanne Thomas
Lizanne Thomas, 67, is an independent director of The Southern Company (SO) since April 2023 and currently chairs the Compensation and Talent Development Committee while also serving on the Finance and the Nominating, Governance and Corporate Responsibility Committees . She retired at the end of 2023 from Jones Day after a 41‑year career, where she led the firm’s Governance & Activism practice, built deep expertise in M&A, and held senior management roles, including Partner‑in‑Charge for the Southeast U.S. Region (2014–2022) . She also serves on the board of Logility Supply Chain Solutions, Inc. and has been recognized by NACD as a “Top 100 Director” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Partner; Chair, Governance & Activism practice | Through 2023 (41 years) | Led multi‑billion‑dollar M&A transactions; extensive activism and governance advisory work |
| Jones Day | Partner‑in‑Charge, Southeast U.S. Region | 2014–2022 | Senior management leadership across the region |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Logility Supply Chain Solutions, Inc. | Director | Current | Chairs Governance Committee; member, Audit and Compensation Committees |
| Georgia Research Alliance | Chair | Current | Oversight of research/commercialization initiatives |
| Furman University | Trustee | Current | Board of Trustees |
| Lettie Pate Evans Foundation | Trustee | Current | Board member |
| Popeyes Louisiana Kitchen, Inc. | Director | Prior | — |
| Atlantic Capital Bancshares | Director | Prior | — |
| Krispy Kreme Doughnuts, Inc. | Director | Prior | — |
Board Governance
| Committee (SO) | Role | 2024 Meetings | Committee Attendance (overall) |
|---|---|---|---|
| Compensation & Talent Development | Chair | 7 | 100% |
| Finance | Member | 6 | 100% |
| Nominating, Governance & Corporate Responsibility | Member | 5 | 95% |
- Independence: The Board affirmed that 12 of 13 director nominees, including Thomas, are independent (only the CEO is not) .
- Attendance and engagement: In 2024, the Board met seven times; all directors attended at least 75% of applicable meetings, with average attendance of 98% .
- Committee governance quality: The Compensation & Talent Development Committee oversees CEO and executive pay, succession planning, human capital risks, and incentive risk reviews, and engages an independent consultant (Pay Governance LLC) with no conflicts of interest .
Fixed Compensation
Director compensation structure (policy for 2024):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $120,000 |
| Additional cash retainer – Lead Independent Director | $35,000 |
| Additional cash retainer – Chair of standing committee (non‑Audit) | $20,000 |
| Additional cash retainer – Chair of Audit Committee | $25,000 |
| Meeting fees | None for Board/committee meetings |
2024 actual for Lizanne Thomas:
| Year | Cash Fees ($) | Equity Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 131,667 | 170,000 | — | 301,667 |
Notes:
- All non‑employee directors must hold Company stock equal to at least 5× the annual cash retainer within five years of initial election; annual equity grants are required to be deferred until Board service ends; all directors either meet or are expected to meet guidelines within the time frame .
- Directors may defer up to 100% of remaining compensation into the Director Deferred Compensation Plan, either into common stock units (dividends reinvested) or at the prime interest rate; distributions occur upon leaving the Board (lump sum or up to 10 annual installments) .
Performance Compensation
| Equity Element | 2024 Grant Value | Form | Vesting/Distribution | Additional Detail |
|---|---|---|---|---|
| Annual equity grant | 170,000 | Deferred common stock units | Deferred until Board service ends | Dividends credited and reinvested in additional units |
- Directors do not receive annual bonuses, option awards, or performance‑metric‑based payouts; the at‑risk component is equity deferred stock units aligned to stock performance over their service horizon .
- Administrative note: the Company disclosed late filing of Form 4s (including for all independent directors) for the Q2 2024 annual equity grant due to an administrative error; filings were made on April 5, 2024 .
Other Directorships & Interlocks
| Company/Entity | Type | Role/Committee | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Logility Supply Chain Solutions, Inc. | Public | Director; Chairs Governance; member, Audit & Compensation | None disclosed with SO |
| Popeyes Louisiana Kitchen, Inc. | Public (prior) | Director (prior) | None disclosed |
| Atlantic Capital Bancshares | Public (prior) | Director (prior) | None disclosed |
| Krispy Kreme Doughnuts, Inc. | Public (prior) | Director (prior) | None disclosed |
- Independence/related‑party review: The Board’s annual independence review identified no director transactions affecting independence; contributions and ordinary‑course utility services to organizations associated with directors were within policy and not material, and no director had a material interest in any transaction reviewed .
- Related person transactions: None disclosed related to Thomas; 2024 disclosures cite two employment relationships of relatives of executives only .
Expertise & Qualifications
- Corporate governance, shareholder activism defense, and board advisory expertise from leading Jones Day’s Governance & Activism practice .
- Deep M&A execution experience, including leadership of multi‑billion‑dollar transactions .
- Recognitions and professional standing: NACD Top 100 Director; Fellow, American College of Governance Lawyers .
Equity Ownership
Beneficial ownership as of February 14, 2025:
| Holder | Shares Owned Directly/Indirectly | Deferred Common Stock Units | Rights to Acquire within 60 Days | Total Beneficially Owned |
|---|---|---|---|---|
| Lizanne Thomas | 700 | 4,642 | — | 5,342 |
- Stock ownership guideline: 5× annual cash retainer within five years of initial election; directors meet or are expected to meet guidelines within the allowed timeframe .
- Policy environment: The Company posts governance documents (including restrictions on hedging/pledging) on its investor relations website; these are available as referenced in the proxy .
Governance Assessment
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Strengths for investor confidence:
- Independent director with elite governance/M&A credentials; chairs a key committee (Compensation & Talent Development) overseeing CEO/executive pay, succession, and human capital risk .
- Compensation Committee engages an independent consultant (Pay Governance LLC) with no conflicts; strong committee and board attendance .
- Aligned incentives via mandatory deferred stock unit grants and robust stock ownership guidelines .
- Board‑wide independence and structured risk oversight; strong stockholder engagement and say‑on‑pay support (95% in 2024) .
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Watch items / potential red flags:
- Administrative late filing of Form 4s for annual director equity grants across all independent directors in Q2 2024; the Company attributed this to an administrative error and filed on April 5, 2024 .
- No related‑party transactions disclosed for Thomas; annual independence review found no director transactions affecting independence, which mitigates conflict risk .
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Implications: Thomas’s legal/governance expertise and leadership of the Compensation Committee support board effectiveness and alignment of pay practices with performance and risk management. Her equity‑heavy, deferred compensation and ownership guidelines enhance skin‑in‑the‑game, while the absence of related‑party exposures and affirmed independence status support investor confidence in governance oversight .