William Smith Jr.
SOUTHERNAbout William G. Smith, Jr.
Independent director of Southern Company since February 2006; age 71. He is Chairman, President and CEO of Capital City Bank Group, Inc., and serves as Southern Company’s Audit Committee Chair and designated Audit Committee Financial Expert, bringing public company CEO experience, finance and risk expertise, and audit/financial reporting depth to the board. He previously served as Southern Company’s Lead Independent Director (2012–2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company | Lead Independent Director | 2012–2014 | Led executive sessions and independent oversight as Lead Independent Director . |
| Capital City Bank Group, Inc. | President & CEO (since 1989); Chairman (since 2003) | 1989–present (CEO); 2003–present (Chair) | Public company CEO experience; finance, capital allocation, regulatory exposure; management and operations insights . |
| Capital City Bank | Various roles → executive leadership | 1978–1989 | Built banking operations experience in a highly regulated industry . |
| Federal Reserve Bank of Atlanta | Director (former) | Not disclosed | Regional banking/monetary oversight exposure . |
| First National Bankers Bank | Director (former) | Not disclosed | Banking industry governance exposure . |
| Southern Company | Director | 2006–present | Audit Committee Chair; Audit Committee Financial Expert . |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Capital City Bank Group, Inc. | Chairman, President & CEO; Director | Public | Executive leadership; board service at CCBG . |
| Federal Reserve Bank of Atlanta | Director (former) | Public (quasi-gov) | Board service; regional policy exposure . |
| First National Bankers Bank | Director (former) | Private | Board service . |
| Tallahassee Memorial; Tallahassee Area Chamber | Past Chair | Non-profit | Community leadership roles . |
Board Governance
- Independence: The Board determined 12 of 13 nominees (including Mr. Smith) are independent; Mr. Smith is nominated as an independent director for 2025 .
- Committee assignments: Audit Committee Chair; Audit Committee attendance 98% across 9 meetings in 2024; Mr. Smith is also the SEC-designated Audit Committee Financial Expert .
- Meeting cadence and attendance: Board met seven times in 2024; all directors attended at least 75% of applicable meetings; average director attendance 98% .
- Board leadership and independent oversight: Regular executive sessions of independent directors at every regular board meeting; robust Lead Independent Director structure (currently Mr. Earley) .
- Overboarding policy: Company limits max public boards to four (including SO) and max audit committees to three; directors are in full compliance .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-employee director retainer . |
| Audit Committee Chair retainer | $25,000 | Additional to base retainer for Audit Chair . |
| Lead Independent Director retainer | $35,000 | Applies only if serving as Lead Independent Director (Mr. Smith did not in 2024) . |
| Meeting fees | $0 | No fees paid for Board/committee meetings . |
| Fees earned (Mr. Smith, 2024) | $145,000 | Reflects base + Audit Chair fee . |
Performance Compensation
| Equity/Plan | 2024 Amount/Terms | Vesting/Distribution | Notes |
|---|---|---|---|
| Annual equity grant (deferred common stock units) | $170,000 grant-date fair value | Required to be deferred until Board service ends; dividends reinvested until distribution (in stock) . | Standard for all non-employee directors . |
| Director Deferred Compensation Plan (cash deferral) | Up to 100% of cash comp | Director may elect stock units (dividends reinvested) distributed in stock/cash upon departure, or a prime-rate cash account paid upon departure (lump-sum or up to 10 annual installments) . | Fully vested; annual distribution election timing rules apply . |
Performance metrics tied to director pay: The proxy describes fixed cash retainers and a time/deferred equity grant for directors; it does not disclose performance metrics for director compensation (performance metrics in the proxy apply to executives, not non-employee directors) .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Capital City Bank Group, Inc. | CCBG | Chairman, President & CEO; Director | Bank executive and public company director role; SO’s independence review found no material related-person transactions affecting director independence . |
Expertise & Qualifications
- Public company CEO experience; finance, capital allocation, risk management; audit and financial reporting expertise; qualifies as SEC Audit Committee Financial Expert .
- Regulatory and governance experience from banking sector board roles (Federal Reserve Bank of Atlanta; First National Bankers Bank) .
- Prior service as Southern Company Lead Independent Director (2012–2014) demonstrates board leadership capability .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Deferred Common Stock Units | Rights to Acquire within 60 Days | Total Beneficially Owned |
|---|---|---|---|---|
| William G. Smith, Jr. | 10,480 | 150,157 | — | 160,637 |
- Director stock ownership guidelines: At least 5x the annual cash retainer within five years; all non-employee directors meet or are on track to meet the guideline; director equity is required to be deferred until service ends .
- Hedging/pledging: Company lists “Restrictions on Hedging or Pledging” among governance documents; no pledging by Mr. Smith is disclosed in the proxy .
- Ownership as % of shares outstanding: Not disclosed in the proxy .
Governance Assessment
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Strengths:
- Long-tenured independent director with deep financial, audit, and CEO experience; serves as Audit Committee Chair and SEC-designated Financial Expert, supporting robust financial oversight .
- Board-wide engagement is high (average 98% attendance in 2024; audit committee held 9 meetings with 98% attendance), indicating strong committee activity and oversight cadence .
- Director pay structure is simple (fixed cash + deferred equity), promotes alignment (mandatory deferral), and avoids meeting fees; stock ownership guidelines reinforce alignment .
- Independence affirmed in 2025 review; no material related-person transactions identified; routine services provided on ordinary terms .
- Shareholder support for executive pay program was strong (95% Say-on-Pay approval in 2024), signaling broader investor confidence in compensation governance .
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Risk/Watch items:
- Long tenure (director since 2006) can raise refreshment/entrenchment questions, though the board has active refreshment processes and added five new directors in the last three years .
- Active bank CEO could raise bandwidth concerns; however, the Company enforces overboarding limits and reports full compliance across directors .
- No specific, individual attendance disclosure beyond minimum and committee aggregates; ongoing monitoring of committee workload and attendance is prudent .
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Related-party/Conflicts: No related person transactions requiring disclosure; contributions to charities associated with directors reviewed and deemed consistent with normal procedures; independence preserved .
Director compensation and ownership data are as disclosed in Southern Company’s 2025 DEF 14A proxy statement.
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