Shantella Cooper
SOUTHERNAbout Shantella E. Cooper
Shantella E. Cooper, 57, has served as an independent director of The Southern Company since October 2023 and sits on the Business Security and Resiliency Committee and the Nominating, Governance and Corporate Responsibility Committee . She is Founder and CEO of Journey Forward Strategies and brings 30+ years of leadership development and organizational effectiveness experience, with prior roles at the Atlanta Committee for Progress, WestRock (Chief Transformation Officer), and Lockheed Martin (including VP/GM, HR, and Business Ethics) . She currently serves on the boards of Intercontinental Exchange, Inc. (Risk Committee Chair; Compensation Committee member) and SouthState Corporation (Risk; Governance & Nominating), and previously served on Veritiv Corporation’s board through 2023 . The board has affirmatively determined she is independent; in 2024 directors averaged 98% attendance, and all met at least the 75% attendance threshold, with her committees recording 100% (Business Security & Resiliency) and 95% (Nominating) overall attendance, respectively .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Journey Forward Strategies, LLC | Founder & CEO | Not disclosed (current) | Executive coaching, leadership & culture development, business transformation |
| Atlanta Committee for Progress | Executive Director | 2019–2022 | Partnership supporting economic growth and inclusion |
| WestRock | Chief Transformation Officer | 2016–2019 | Built M&A infrastructure; led Recycling & Waste Services, Enterprise Logistics, Global Procurement, IT |
| Lockheed Martin | VP & GM; VP of HR; VP of Business Ethics | 2002–2016 | Senior operating, HR, and ethics roles |
| McKinsey & Company | Senior Advisor; prior external executive coach | Not disclosed (current advisor) | Leadership advisory; coaching |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Intercontinental Exchange, Inc. | Director | Risk (Chair); Compensation |
| SouthState Corporation | Director | Risk; Governance & Nominating |
| Veritiv Corporation (prior) | Director | Not disclosed (retired 2023) |
| Grady Memorial Hospital Corporation | Director | Not disclosed |
| Emory University | Board of Trustees | Not disclosed |
Board Governance
- Committees: Business Security & Resiliency (oversees cyber/physical security, operational resiliency, and AI risk/use); Nominating, Governance & Corporate Responsibility (board composition, director pay, succession, shareholder engagement) .
- Independence: Board determined 12 of 13 nominees, including Ms. Cooper, are independent (only CEO is not) .
- Attendance: Board met 7 times in 2024; all directors ≥75% attendance; average director attendance 98%. Business Security & Resiliency met 5 times with 100% committee attendance; Nominating met 5 times with 95% committee attendance .
- Board refreshment: Added five new directors in the last three years, including Ms. Cooper, to align skills with strategy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | For non-employee directors |
| Lead Independent Director retainer | $35,000 | Additional, if applicable (not applicable to Ms. Cooper) |
| Committee Chair retainer (non-Audit) | $20,000 | Additional, if chair (not applicable to Ms. Cooper) |
| Audit Committee Chair retainer | $25,000 | Additional, if chair |
| Meeting fees | $0 | No meeting fees paid |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Shantella E. Cooper | 143,016 | 203,478 | — | 346,494 |
Note: Ms. Cooper was elected October 16, 2023 and received compensation for 2023 service in January 2024, which affects 2024 disclosure totals .
Performance Compensation
| Equity Award Type | Grant Value | Vesting/Deferral | Performance Metrics |
|---|---|---|---|
| Annual equity grant in deferred common stock units | $170,000 standard annual value (Ms. Cooper’s 2024 disclosure reflects proration/true-up as noted) | Required to be deferred until board service ends; dividends reinvested via Director Deferred Compensation Plan; distributions in stock upon departure | None (director equity not performance-conditioned) |
Director Deferred Compensation Plan: Directors may elect to defer up to 100% of remaining cash compensation into (a) common stock units (dividends reinvested; payout in stock or cash) or (b) an account earning the prime interest rate (paid in cash), with distributions in lump sum or up to 10 annual installments after board service .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Intercontinental Exchange, Inc.; SouthState Corporation |
| Committee roles elsewhere | ICE Risk (Chair), Compensation; SouthState Risk; Governance & Nominating |
| Interlocks with SO directors | None disclosed in SO proxy (no shared external public boards noted) |
| Related-party transactions | None involving Ms. Cooper disclosed; Board’s independence review identified no transactions affecting director independence |
Expertise & Qualifications
- Talent development and organizational effectiveness; leadership and culture transformation (Journey Forward Strategies; McKinsey senior advisor) .
- Large-scale transformation and integration experience (WestRock CTO; led multiple operating and corporate functions) .
- Ethics and HR leadership (Lockheed Martin VP Business Ethics; VP HR) .
- Risk oversight and financial-services governance exposure via ICE Risk Committee chair and SouthState risk/governance committees .
- Cyber/AI oversight exposure through membership on Southern’s Business Security & Resiliency Committee, which oversees cybersecurity, physical security, operational resiliency, and AI risk management .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Deferred Common Stock Units | RSUs Exercisable within 60 Days | Total Beneficial Ownership |
|---|---|---|---|---|
| Shantella E. Cooper | 19,901 | 27,349 | — | 47,250 |
- Ownership as % of common shares outstanding: ~0.0043% (47,250 ÷ 1,100,193,640 shares outstanding as of March 31, 2025) .
- Director ownership guidelines: 5x annual cash retainer within five years; director equity grant must be deferred until board departure. All non-employee directors either meet the guideline or are on track within the allowed timeframe .
- Hedging/pledging: Company discloses “Restrictions on Hedging or Pledging” among governance materials on its website (policy oversight disclosed), though specific director-level exceptions are not indicated in the proxy .
Governance Assessment
- Strengths:
- Clear independence with no related-party transactions disclosed; independence reconfirmed in February 2025 .
- Relevant committee placements (Security/Resiliency with AI oversight; Nominating/Governance) align with her risk, people, and transformation background .
- High board engagement context (98% average attendance; committees with strong attendance) supports effectiveness .
- Ownership alignment via required deferral of equity until board service ends and 5x retainer guideline; meaningful beneficial stake disclosed .
- Broader comp governance at SO is robust (independent compensation consultant; no conflicts) and Say-on-Pay support at 95% in 2024, signaling constructive shareholder sentiment toward compensation governance .
- Watch items:
- Time commitments: She serves on two additional public company boards; still within SO guidelines (≤4 public boards total), and the Nominating Committee monitors overboarding risk annually .
- Potential external conflicts: No transactions involving Ms. Cooper disclosed; Board independence review found no issues; continue monitoring trade, customer, or charitable linkages given ICE/SouthState roles, though none are indicated in proxy .
No RED FLAGS identified in the proxy regarding attendance, related-party transactions, hedging/pledging exceptions, or director pay anomalies for Ms. Cooper .