Pay Versus Performance Disclosure

This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (Item 402(v)) and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For a discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, see the Compensation Discussion and Analysis beginning on page 45.

The following tables and related disclosures provide information about (i) the total compensation of our principal executive officers (CEOs or PEOs) and our non-CEO NEOs (collectively, the Other NEOs) as presented in the Summary Compensation Table on page 75, (ii) the compensation actually paid (CAP) to our CEOs and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of CAP to those financial performance measures.


	PEO Pay				Non-PEO Pay		Value of Initial Fixed $100 Investment Based On			Percentile
Fiscal Year (a)	Summary Compensation Table Total for CEO ($) (b)		Compensation Actually Paid to CEO ($) (c)		Average Summary Compensation Table Total for non-CEO NEOs ($) (d)	Average Compensation Actually Paid to non-CEO NEOs ($) (e)	Southern Total Shareholder Return ($) (f)	Peer Group Total Shareholder Return ($) (g)	Net Income ($s millions) (h)	Company Selected Measure One-Year Relative TSR Percentile ($) (i)
	Womack	Fanning	Womack	Fanning
2023	23,521,052	33,469,800	18,378,941	40,567,478	5,555,346	6,433,480	129.49	101.02	3,976	86th
2022	—	24,006,670	—	42,131,615	5,668,554	6,722,302	126.71	111.24	3,524	77th
2021	—	21,243,559	—	35,516,807	5,210,958	7,015,374	117.07	113.92	2,393	45th
2020	—	22,366,850	—	23,821,625	7,160,434	6,386,601	100.63	99.38	3,119	70th

Peer Group Issuers, Footnote [Text Block]

Column (g)

The peer group utilized in the table above is the Philadelphia Utilities Sector Index (UTY). For each Covered Year, the peer group cumulative TSR was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment.

Non-PEO NEO Average Total Compensation Amount

$ 5,555,346

$ 5,668,554

$ 5,210,958

$ 7,160,434

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Column (c and e)

To calculate Compensation Actually Paid (CAP) to the CEO for 2023, the following amounts were deducted from and added to the “Total” compensation amount for the CEO reflected in each year’s Summary Compensation Table (SCT):

2023 Fiscal Year	Summary Compensation Total ($)	Minus: SCT “Stock Awards” ($)	Minus: SCT “Change in Pension Value and Nonqualified Deferred Compensation” ($)	Add: Stock Award Fair Value ($)	Add: Pension Service Costs ($)	Compensation Actually Paid ($)
Womack	23,521,052	10,009,683	9,352,563	13,885,386	334,749	18,378,941
Fanning	33,469,800	17,375,310	10,050,149	33,398,578	1,106,559	40,567,478
Average Non-PEO NEOs	5,555,346	2,349,586	1,052,475	3,956,833	323,362	6,433,480

The deductions of “Stock Awards” and “Change in Pension Value and Nonqualified Deferred Compensation” are found in columns (d) and (f) of the SCT for each covered year.

Stock Award Fair Value The addition of Stock Award Fair Value reflects:

	PEO				Average
	Womack		Fanning		Non-PEO NEOs
Fair Value of Awards Granted during Year that remain unvested as of Year-End	$	12,937,890	$	27,765,593	$	3,271,123
Fair Value of Awards Granted during Year that vested during such Year		—		—		—
Change in Fair Value from prior December 31 to December 31 of Year of Awards Granted in Prior Years that remain outstanding and unvested	$	617,855	$	4,531,859	$	468,646
Change in Fair Value from Prior December 31 to Vesting Date for Awards that vested during Year	$	329,641	$	1,101,126	$	217,064
Deduction of Fair Value of Awards Granted in Prior Years that were forfeited during Year		—		—		—
Increase based upon Incremental Fair Value of Awards modified during Year		—		—		—
Increase based on Dividends or Other Earnings Paid during Year prior to Vesting Date of Award		—		—		—
Total	$	13,885,386	$	33,398,578	$	3,956,833

Stock Award Fair Value was calculated based on the probable outcome of performance conditions as of the relevant measurement date, consistent with the approach described on page 75.

Pension Service Cost The addition of Pension Service Costs reflects the annual service costs for the Pension Plan and supplemental pension plans described on page 81.

►	Womack: Pension Plan - $45,318; SBP-P and SERP - $289,431
►	Fanning: Pension Plan - $43,523; SBP-P and SERP - $1,063,036
►	Average Non-PEO NEOs: Pension Plan - $41,908; SBP-P and SERP - $281,455

There were no plan amendments during the covered year that resulted in prior service costs.

Column (f)

For each Covered Year, our absolute TSR was calculated based on the yearly percentage change in our cumulative TSR on our common stock, par value $5.00 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period beginning with our closing stock price on the NYSE on December 31, 2019 through and including the last day of the covered year (each, a Measurement Period), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid vs. Net Income

Tabular List [Table Text Block]

Most Important Performance Measures

This table provides what the Company believes represent the most important financial performance measures (including relative TSR) we used to link CAP for our PEO and non-PEO NEOs for 2023 to our performance for 2023:

1-year Relative TSR

3-year Relative TSR

Return on Equity (ROE)

Earnings per Share (EPS)

GHG Reduction Metric