UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |||
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☑ | Definitive Proxy Statement | |||
☐ | Definitive Additional Materials | |||
☐ | Soliciting Material Pursuant to §240.14a-12 | |||
PPL CORPORATION | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check all boxes that apply): | ||||
☑ | No fee required | |||
☐ | Fee paid previously with preliminary materials | |||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
Message to Our Shareowners
Dear Shareowner,
Thank you for your continued investment in PPL. On behalf of our Board of Directors, we are pleased to invite you to our virtual 20232024 Annual Meeting of Shareowners.
This year’s annual meeting follows an extraordinary year
It’s never been a more exciting or important time for PPL.
With our acquisitioncompany and industry. We’re laser-focused on creating the utilities of Rhode Island Energy in 2022, we completed the strategic repositioning that began with the sale of our U.K. utility business in 2021. We transformed PPL into a premier, pure-play, U.S. regulated utility holding company. And we positioned PPLfuture to deliver top-tier growth; industry-leading operational performance; ana safe, reliable, affordable reliable clean energy transition;transition and compelling shareowner returns for years to come.
In short, the state of our business is as strong as it’s been in years, and it’s only getting stronger. We’ve:
Removed the risk of foreign operations.
Positioned PPL to deliver competitive earnings per share and dividend growth of 6% to 8% a year.
Improved PPL’s credit profile, now one of the strongest in the utility sector.
Enabled centralization of shared services across our now domestic-only operations to drive savings.
Positioned PPL to deploy a common operating model and industry-leading grid innovation enterprise-wide.
As we’ve taken these steps, we have continued to deliver highly reliable electricity service and top-quartile customer satisfaction. We’ve invested in the grid—$2 billion in 2022, alone—to strengthen reliability, improve resilience and prepare our energy networks to integrate widespread distributed energy resources. We’ve further focused and advanced our broad-based clean energy strategy. 2022 highlights included our request to replace 1,500 megawatts of coal generation with reliable, least cost and cleaner energy sources by 2028, as well as our partnership on over 140 research and development initiatives to accelerate advances in low-carbon technologies.
Importantly, we have also continued to adhere to strong ethical values in everything we do. We’ve made progress in fostering greater diversity among our leadership ranks. And we remain deeply engaged within the regions we serve, together with our affiliated foundations, contributing more than $13 million to local non-profit organizations in our communities.
These accomplishments reflect an engaged, experienced and diverse Board aligned with and responsive to shareowner interests and committed to its role in exercising independent oversight of the company’s business strategies and risk management. In addition, they reflect a talented and exceptional management team and a highly motivated workforce committed to deliveringcreate long-term value for our customers and shareowners. In 2022,2023, we took steps to further align withmade significant progress in advancing this strategy. Reflecting on our shareowners’ interests, adding a new environmental, social2023 performance and governance componentpriorities:
In other notable 2023 developments, we continued to fuel clean energy innovation, partnering on more than 150 research and development initiatives. We remained focused on better positioning PPL to attract, engage and retain the best and brightest from an increasingly diverse talent pool in the U.S. Finally, we remained deeply engaged within the communities we serve, contributing $13.6 million to support programs and organizations that improve lives.
All of these accomplishments reflect an engaged, experienced and diverse company leadership team and independent Board aligned with and responsive to shareowner interests. Early in 2023, we further strengthened our Board with the appointmentaddition of new directorLinda Sullivan, whose deep utility and utility veteran Linda Sullivan.financial expertise have provided an excellent complement to our existing directors’ skills and backgrounds.
Looking ahead, we remain as committed as ever to being good stewards of PPL and to governing in a prudent and transparent manner. Our
Moving forward, our vision simply put, is to be the best utility company in the U.S. This meansAs we pursue this vision, we’re proud to say the best at delivering safe, reliable, affordablestate of our business is strong, and sustainable energy to our customers and competitive, long-term returns to our shareowners.it’s only getting stronger. As always, we welcome your feedback on our direction, we encourage you to vote your shares, and we appreciate your continued support.
Sincerely,
Sincerely,
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Craig A. Rogerson |  |
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Vincent Sorgi |
PPL CORPORATION
Mailing Address:
Two North Ninth Street
Allentown, Pennsylvania 18101
Notice of 2024 Annual Meeting of Shareowners
Date | May 15, 2024 | ||
Time | Online check-in begins: 8: Meeting begins: 9:00 a.m. Eastern Time | ||
Place | The meeting will be conducted virtually via a live audio webcast. Please visit: www.virtualshareholdermeeting.com/PPL2024. | ||
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| Items of Business | • To elect ten directors, as listed in this Proxy Statement, for a term of one year. • To conduct an advisory vote to approve the compensation of our named executive officers. •
To ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2024. •
To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. | ||
Record Date | You can vote if you were a shareowner of record on February 28, | ||
Proxy Voting | Your vote is important. Please vote your shares by voting on the internet, by telephone or by completing and returning your proxy card. For more details, see the information beginning on page | ||
This year’s Annual Meeting will be heldconducted virtually and will be conductedvia a live through an audio webcast on the internet.webcast. The virtual-onlyvirtual meeting format offers anprovides efficient and effective meansaccess to engageour shareowners and affords shareowners the same rights as if the meeting were held in person, includingperson. You will be able to attend the ability toAnnual Meeting online, vote your shares electronically during the meeting and ask questions in accordance with our rules of conduct for the meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PPL2023PPL2024 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instructions that accompanied your proxy materials.
On Behalf of the Board of Directors, |
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Wendy E. Stark
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April 4, 20233, 2024
Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Held on May This Proxy Statement and the Annual Report to Shareowners are available at www.pplweb.com/PPLCorpProxy |
QUICK INFORMATION
The following charts provide quick information about PPL Corporation’s 20232024 Annual Meeting of Shareowners and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.
We first released this proxy statement and the accompanying proxy materials to shareowners on or about April 4, 2023.3, 2024.
Annual Meeting Information
ANNUAL MEETING INFORMATION |
DATE & TIME Wednesday, May 9:00 a.m. Eastern Time |
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LOCATION The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/PPL2024 |
RECORD DATE February 28, |
Proposals That Require Your Vote
Proposals That Require Your Vote |
Proposal | Voting Options | Board | More | ||||
Proposal 1 Election of Directors | FOR, AGAINST or ABSTAIN | FOR each Nominee | Page 6 | ||||
Proposal 2 Advisory Vote to Approve Compensation of Named Executive Officers | FOR, AGAINST or ABSTAIN | FOR | Page 36 | ||||
Proposal 3
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Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR, AGAINST or ABSTAIN | ||||||
| FOR | Page |
See information beginning on page 9891 on how you can vote.
Corporate Governance and Compensation Facts
Corporate Governance and Compensation Facts | ||
Corporate Governance or Compensation Matter | PPL’s Practice | |
Board Composition, Leadership and Operations | ||
Current Number of Directors | 10 | |
Independence of Current Directors | 90% | |
Board Committee Membership Independence (except Executive Committee) | Yes | |
Independent Chair of the Board | Yes | |
Voting Standards in Director Elections: Majority with Plurality Carve-out for Contested Elections | Yes | |
Frequency of Director Elections | Annual | |
Resignation Policy in Uncontested Elections | Yes | |
Limits on Director Service on Other Boards | Yes | |
Corporate Governance or Compensation Matter | PPL’s Practice | |
Board Composition, Leadership and Operations | ||
Mandatory Retirement Age | Yes (75) | |
Mandatory Tenure | No | |
Average Nominee Age | 65 | |
Average Nominee Tenure | 8.6 years | |
Diversity of Nominees Based on Gender, Race, Ethnicity and Nationality | 70% | |
Qualified Diverse Candidates Required to Be Considered in Director Search | Yes | |
Directors Attending Fewer than 75% of Meetings | None | |
Annual Board and Committee Self-Evaluation Process | Yes | |
Independent Directors Meet without Management Present | Yes | |
Number of Board Meetings Held in | 6 | |
Total Number of Board and Committee Meetings Held in | ||
24 | ||
Proxy Access Bylaw | Yes | |
Sustainability and Other Governance Practices | ||
Sustainability Strategy and Priorities | Yes | |
Voluntary Framework Disclosures (GRI, CDP Climate, TCFD, SASB & EEI-AGA) | Yes | |
Board and Committee Oversight of Sustainability | Yes | |
ESG Considered in Enterprise Risk Management | Yes | |
Long-Term Incentives aligned with ESG Goals | Yes | |
Board Oversight of Corporate Culture | Yes | |
Board Oversight of Cybersecurity | Yes | |
Environmental Policy Statement | Yes | |
Carbon Reduction Goal Includes Net Zero by 2050 | Yes | |
Health and Safety Policy Statement | Yes | |
Climate Policy Principles | Yes | |
Human Rights Policy Statement | Yes | |
DEI Goals and Metrics Disclosure (including EEO-1) | Yes | |
Code of Conduct for Directors, Officers and Employees | Yes | |
Supplier Code of Conduct | Yes | |
Shareowner Engagement Practice | Yes | |
Corporate Political Contribution Policy and Related Disclosure | Yes | |
Anti-hedging and Anti-pledging Policy | Yes | |
Robust Stock Ownership Policies | Yes | |
Material Related-Party Transactions with Directors | None | |
Independent Auditor | Deloitte & Touche LLP | |
Compensation Practices | ||
CEO Pay Ratio | 69:1 | |
Compensation Recoupment (Clawback) Policy | Yes | |
Employment Agreements for Executive Officers | No | |
Pay-for-Performance | Yes | |
Double-Trigger Change-in-Control Provisions | Yes | |
Percentage of | 86% | |
Performance-based Percentage of | 72% | |
Tax “Gross-ups” for Change-in-Control Severance Agreements | None | |
Annual Risk Assessment of Compensation Policies and Practices | Yes | |
Independent Compensation Consultant | Frederic W. Cook & Co., Inc. | |
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PPL CORPORATION |
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Website References | ||||||||||||
Website References
Throughout this proxy statement, we identify certain materials that are available in full on our website. The information contained on, or available through PPL’s internet website is not and shall not be deemed to be, incorporated by reference in this proxy statement.
Forward-looking Statements and Non-GAAP Financial Measures
This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "will," "likely," “believe,” “expect,” “plans,” “intends,” “may,” “strategy,” “target,” “goals,” “anticipate,” and other similar words, and include, without limitation, statements regarding the anticipated effects of the May 2022 acquisition of Rhode Island Energy and its integration, as well as our expectations about our future goals, strategy, plans, earnings andor dividend growth. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in PPL’s Annual Report on Form 10-K for the year ended December 31, 20222023 and other documents PPL files with the Securities and Exchange Commission. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by PPL speak only as of the date on which they are made. PPL is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.
This proxy statement, including the “Compensation Discussion and Analysis” section, contains references to “earnings from ongoing operations” of PPL. This is a measure of financial performance used by PPL, among other things, in making incentive compensation grants and awards to executive officers. It is not, however, a financial measure prescribed by generally accepted accounting principles, or GAAP. This non-GAAP financial measure adjusts “net income” also known as “reported earnings” (which is a GAAP financial measure) for certain special items, with further adjustments for compensation purposes. For a reconciliation of earnings from ongoing operations to reported earnings, as well as a description and itemization of the special items and other adjustments used to derive earnings from ongoing operations for PPL and each of its business segments for compensation purposes, please see Annex A to this proxy statement.
ii PPL CORPORATION |
Proxy SummaryPROXY SUMMARY
This summary highlights information found elsewhere in this proxy statement. It does not contain all of the information you should consider in voting your shares. Please refer to the complete proxy statement and 20222023 Annual Report before you vote.
We first released this proxy statement and the accompanying proxy materials to shareowners on or about April 4, 2023.3, 2024.
Voting Matters and Board Voting RecommendationsVOTING MATTERS AND BOARD VOTING RECOMMENDATIONS
Election of Directors ... Page 6. | |||
✓ | Your Board recommends a vote FOR each nominee. |
Management Proposals | |||
• Advisory vote to approve the compensation of our named executive officers... Page 36. | |||
• | |||
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✓ | Your Board recommends a vote FOR |
PERFORMANCE HIGHLIGHTS FOR 2023
Earnings Growth | Dividend Growth | Premier Credit Rating | Prudent Investments |
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| Exceeded the midpoint of 2023 earnings from ongoing operations forecast | ||||||
Performance Highlights for 2022
| Delivered dividend growth |
| Completed $2.4 billion | |||
Exceptional Reliability | Customer Affordability | Sustainable Energy Future | Innovative Technologies |
Delivered first-quartile reliability performance2 |
| Exceeded our 2023 O&M savings target, achieving |
| Partnered on more than 150 research and development initiatives |
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See page 3938 for additional information on PPL’s performance highlights for 2022.2023.
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PPL CORPORATION |
DIRECTOR NOMINEES
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Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships(1) | |||||
Arthur P. Beattie | 69 | 2020 | Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer, Southern Company | ● | AC, EC, FC | |||||
Raja Rajamannar | 62 | 2011 | Chief Marketing & Communications Officer and President, Healthcare, MasterCard Incorporated | ● | GNSC, PCC | |||||
Heather B. Redman | 59 | 2021 | Co-Founder and Managing Partner, Flying Fish Partners | ● | AC, FC | |||||
Craig A. Rogerson | 67 | 2005 | Executive Chairman, The Lycra Company, and retired Chairman, President and Chief Executive Officer, Hexion Holdings Corporation | ● Chair of the | EC, PCC | |||||
Vincent Sorgi | 52 | 2020 | President and Chief Executive Officer, PPL Corporation | Management | EC | |||||
Linda G. Sullivan | 60 | 2023 | Retired Chief Financial Officer and Executive Vice President, American Water Works Company Inc. | ● | AC, FC | |||||
Natica von Althann | 73 | 2009 | Retired financial and risk executive at Bank of America and Citigroup | ● | EC, FC, PCC | |||||
Keith H. Williamson | 71 | 2005 | President and Director, Centene Foundation, and former Executive Vice President, Secretary and General Counsel, Centene Corporation | ● | AC, GNSC | |||||
Phoebe A. Wood | 70 | 2018 | Principal of CompaniesWood and retired Vice Chairman and Chief Financial Officer of Brown-Forman Corporation | ● | EC, GNSC, PCC | |||||
Armando Zagalo de Lima | 65 | 2014 | Retired Executive Vice President, Xerox Corporation | ● | EC, FC, GNSC | |||||
Director Nominees
Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships(1) | |||||
Arthur P. Beattie | 68 | 2020 | Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer, Southern Company | ● | AC, EC, FC | |||||
Raja Rajamannar | 61 | 2011 | Chief Marketing & Communications Officer and President, Healthcare, MasterCard Incorporated | ● | CC, GNSC | |||||
Heather B. Redman | 58 | 2021 | Co-Founder and Managing Partner, Flying Fish Partners |
● | AC, FC | |||||
Craig A. Rogerson | 66 | 2005 | Retired Chairman, President and Chief Executive Officer, Hexion Holdings Corporation and Hexion Inc. |
● Chair of the | CC, EC | |||||
Vincent Sorgi | 51 | 2020 | President and Chief Executive Officer, PPL Corporation | Management Director | EC | |||||
Linda G. Sullivan | 59 | 2023 | Retired Chief Financial Officer and Executive Vice President, American Water Works Company Inc. |
● | CC, FC | |||||
Natica von Althann | 72 | 2009 | Retired financial and risk executive at Bank of America and Citigroup |
● | CC, EC, FC | |||||
Keith H. Williamson | 70 | 2005 | President, Centene Charitable Foundation, and former Executive Vice President, Secretary and General Counsel, Centene Corporation | ● | AC, GNSC | |||||
Phoebe A. Wood | 69 | 2018 | Principal of CompaniesWood and retired Vice Chairman and Chief Financial Officer of Brown-Forman Corporation | ● | AC, EC, GNSC | |||||
Armando Zagalo de Lima | 64 | 2014 | Retired Executive Vice President, Xerox Corporation |
● | EC, FC, GNSC | |||||
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For more detailed information as to individual nominees, please see “Proposal 1: Election of Directors” beginning on page 6.
2 PPL CORPORATION |
CORPORATE GOVERNANCE HIGHLIGHTS
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Effective January 28, 2022,, qualified candidates from diverse backgrounds, including diversity of gender and race, were included in the Governance and Nominating Committee changed its name to Governance, Nominating and Sustainability Committee (GNSC) to better reflect the sustainability responsibilitiespool of the company overseen by that committee. The committee also revised its charter to add oversight of the company’s corporate political activity, including review of annual reports by management of political spending and related activities by the company, if any.
Effective January 28, 2022, the Compensation Committee revised its charter to add that it would periodically review and assess the company’s strategy for human capital management.
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The company continued to publish its Employer Information Reports EEO-1 Consolidated Report on its website, including the most recent for 2021.
In 2022,2023, we continued our ongoing outreach efforts through dialogue with our shareowners. Senior management and boardBoard members, including PPL’s CEO and independent Chair, participated in this process and discussed the company’s corporate governance practices; clean energy transition strategy and related disclosures; corporate governance practices; safety initiatives; political spending disclosures; diversity, equity and inclusion initiatives; community engagement; and executive compensation programs.
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PPL CORPORATION |
EXECUTIVE COMPENSATION PROGRAM
Executive Compensation Program
Overview Our executive compensation program reflects the company’s ongoing commitment to pay for performance. The compensation of our named executive officers, or NEOs, is aligned with our corporate strategic framework, which links executive compensation with the interests of our shareowners. In |
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Compensation Element | Features for 2023 | ||
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Reviewed annually • The People and Compensation Committee applies judgment in setting salary to reflect performance, experience and responsibility, and also considers market data | |||
Annual Cash Incentive | • Paid in cash • Combination of corporate financial performance, transition services agreement execution, and business segment • Capped at two times target payout for top performance | ||
Long-term Equity Incentives (LTI) | |||
Performance Units Based on TSR, EG and ESG 80% of LTI | • Payable in shares of PPL common stock • Payout range from 0% to 200% of target, subject to certification of performance at the end of the three-year performance period • Dividends accrue quarterly in the form of additional performance units, and vest according to the applicable level of achievement of the performance goal, if any TSR-based Performance Units (50% of Performance Units) • Based on three-year total shareowner return (TSR) performance relative to the PHLX Utility Sector Index (UTY) EG-based Performance Units (25% of Performance Units) • Based on three-year ESG-based Performance Units (25% of Performance Units) • Based on three-year performance of three climate-related measures, consisting of reductions in company vehicle emissions, reductions in building energy usage, and closure of Mill Creek Unit 1, a coal-fired generating facility in Kentucky | ||
Restricted Stock Units 20% of LTI | • Payable in shares of PPL common stock • Restricted for three years following grant • Dividends accrue quarterly in the form of additional restricted stock units, but are not paid unless and until underlying award vests | ||
Other Elements | • Limited perquisites • Retirement plans • Deferred compensation plans | ||
4 PPL CORPORATION |
Pay for Performance
For 2022,2023, we based performance-related compensation targets for the NEOs primarily on (1) corporate earnings per share from ongoing operations as adjusted for compensation purposes, or Corporate EPS, (2) Transition Services Agreement, or TSA, Execution, (3) corporate and business segment operational goals, (3)(4) individual performance, and (4)(5) relative TSR performance, and added (5)(6) corporate earnings growth and (6)(7) corporate ESG metrics to replace relative return on equity (ROE) performance. Relative ROE performance was tracked for 2022 with respect to ROE-based performance unit awards granted in 2020 for the 2020-2022 performance period.metrics. All of our goals align with our commitment to shareowners to create long-term value for shareowners.
Performance-based compensation paid out for 20222023 performance resulted in:
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2020-2022•
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PPL CORPORATION |
PROPOSAL 1: ELECTION OF DIRECTORS |
What are you voting on? | The Board of Directors is asking you to elect all 10 director nominees to hold office until the next Annual Meeting of Shareowners. Each nominee elected as a director will continue in office until the director’s successor has been elected and qualified, or until the director’s earlier death, resignation or retirement. |
Vote Required
The affirmative vote of a majority of the votes cast, in person or by proxy, by all shareowners voting as a single class, is required to elect each director. For more information about voting, see “General Information – What vote is needed for these proposals to be adopted?” beginning at page 101.95.
| Your Board of Directors recommends that you vote FOR each director nominee included in Proposal 1. |
Board Overview
Our director nominees are 10 talented individuals who bring a diverse mix of skills, experience, and perspectives. The Board provides strong oversight and strategic direction, and it supports senior management as it executes a business plan to drive enhanced value for all stakeholders.
Skills, Experience and Attributes of Our Director Nominees
Each year, our Board of Directors considers the board composition and the corresponding qualifications, backgrounds, experience and perspectives of our directors. Our director nominees have expertise in fields that align with our business and long-term strategy, have a mix of PPL Board tenure that allows for both new perspectives and continuity, and reflect our commitment to diverse perspectives. Importantly, they:
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All members of our Board of Directors have extensive senior executive management experience, enabling the Board to effectively guide and direct company strategy and oversee company risk management. The additional key skills of our directors are identified and described below.
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| Risk Management Experience identifying, evaluating, and managing enterprise risk, including both financial and business risks. This experience was gained through senior management roles overseeing or managing a risk function, or through public company board service, including as a member of a public company audit committee.
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6 PPL CORPORATION |
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| Capital Markets, Finance and Accounting Significant experience in capital markets, corporate finance, or accounting, through managing or serving in such functions at a large public or private company, or through service on a public company board. Directors with expertise in capital markets, finance and accounting promote effective capital allocation, robust controls, and oversight of financial planning for the company.
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| Operations Experience and Safety Experience in senior management of operating companies. Directors with operations experience bring a practical approach to reviewing and overseeing the implementation of business plans and bring insights on the challenges and opportunities of our operating utilities, including a priority focus on safety and compliance.
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| Regulated Industry / Regulated Utility Experience Significant experience as a senior executive of a regulated company, including utilities or companies in the banking, pharmaceutical, energy or financial services industries. The ability to navigate specific industry regulations, while developing and implementing corporate strategy at a senior executive level, gives these directors a distinct perspective on our company’s strategic plan and industry as a whole.
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| Environmental and Sustainability Experience in overseeing, operating or managing the environmental, clean energy, and sustainability initiatives, including corporate social responsibility. Directors with these skills provide effective oversight for our clean energy strategy and our sustainability goals and disclosures.
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| Technology, Digitalization and Innovation Leadership and oversight experience in technology, digital platforms, and innovation. These skills are gained through managing efficiency improvements through technology, implementing enterprise-wide digitalization and automation initiatives, and utilizing disruptive technologies. Our directors use this experience to oversee opportunities to leverage new technologies and improve the business model.
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| Cybersecurity
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PROPOSAL 1: ELECTION OF DIRECTORS
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Experience and knowledge of cybersecurity risks and protections of grid operations, technology and data from cyber-attack. Our directors with cybersecurity skills apply these skills to oversee management’s efforts to protect the company’s assets from cyber risks.
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| Customer Relationships and Marketing Experience at a national or global organization in customer marketing or branding, including leveraging evolving technologies. This experience translates to a focus on improved customer experience through service, communication, and innovative online initiatives.
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PROPOSAL 1: ELECTION OF DIRECTORS
All of our director nominees have extensive senior executive leadership skills. The table below reflects howidentifies no more than five additional key skills and qualifications of each nominee has self-identified certain demographic attributes.director nominee.
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Tenure (Years)* | 2 | 11 | 1 | 17 | 2 | 0 | 13 | 17 | 5 | 8 | ||||||||||
| Age (Years)* | 68 | 61 | 58 | 66 | 51 | 59 | 72 | 70 | 69 | 64 | ||||||||||
| Gender | M | M | F | M | M | F | F | M | F | M | ||||||||||
| Race/Ethnicity | ||||||||||||||||||||
African American/Black | 🌑 | |||||||||||||||||||
Asian-Indian | 🌑 | |||||||||||||||||||
Cuban American/Hispanic | 🌑 | |||||||||||||||||||
White | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | ||||||||||||
Nationality - Portuguese | 🌑 | |||||||||||||||||||
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* Tenure (based on anniversary date) and age as of April 3, 2024
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PPL CORPORATION |
OUR NOMINEES STANDING FOR ELECTION
Director since: 2020 Age: 69 Board Committees: •
Audit (Chair) • Executive • Finance
Skills and Attributes: •
Risk Management • Capital Markets, Finance and Accounting • Operations Experience and Safety • Regulated Utility Experience | ARTHUR P. BEATTIE | INDEPENDENT DIRECTOR | ||||||||
Key qualifications and skills Mr. Beattie brings to our Board his 42 years of experience in the utility industry, including as chief financial officer and chief risk officer of Southern Company, a large-cap publicly traded utility holding company. He has deep knowledge of the regulated utility industry, and the risks to and opportunities for our company. In particular, Mr. Beattie’s considerable experience with debt and equity capital markets, financial planning and reporting, and enterprise risk management makes him a valuable contributor to our Board and our Audit Committee. His utility industry experience in mergers, acquisitions and divestitures has been useful in helping to guide PPL through its strategic repositioning. Additional experience Mr. Beattie has served in multiple senior executive leadership positions for various operating subsidiaries of Southern Company and charitable foundations. He was instrumental in the creation of the Alabama Power Foundation, where he served as a board member and treasurer for 21 years and provided oversight for compliance with Internal Revenue Service regulations. Mr. Beattie also served on the board of Emageon, Inc. as an independent director and Chair of its Audit Committee before the company was acquired in 2009. Career Overview •
Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer (2010–2018), Southern Company, an American gas and electric utility holding company based in the southern United States (Southern) • Executive Vice President and Chief Financial Officer (2005-2010), Alabama Power Company, a utility subsidiary of Southern • Prior to 2005, served in various executive, officer and management positions for nearly three decades at Alabama Power Company, including as a Vice President, Comptroller and Treasurer Serves as an independent director of Southwest Water Company | ||||||||||
10 PPL CORPORATION |
Director since:2011 Age: Board Committees: •
Governance, Nominating and Sustainability • People and Compensation Skills and Attributes: •
Risk Management •
Environmental and Sustainability • Technology, Digitalization and Innovation • Cybersecurity • Customer Relationships and Marketing | RAJA RAJAMANNAR | INDEPENDENT DIRECTOR | ||||||||
Key qualifications and skills Mr. Rajamannar has extensive senior executive experience, focused on improving customer outcomes through technology. During his time at MasterCard, Mr. Rajamannar supported the company’s successful navigation of highly regulated environments by leading transformational strategies that leveraged technology and digital automation. His experience in managing risk while leading change for large, regulated, consumer-facing businesses adds value to our Board. His experience in cybersecurity, launching digital technology platforms and optimizing data analytics are all highly relevant areas of expertise as PPL invests in digitalization. Mr. Rajamannar also has extensive experience in customer-focused marketing and communications, which is essential to providing effective oversight as PPL evolves its customer experience. Additional experience Mr. Rajamannar has led sustainability initiatives within the global marketing space, including MasterCard’s participation in the World Federation of Advertisers program to combat climate change. In addition, he specialized in environmental management and sustainability as part of his post-graduate studies. Career Overview •
Chief Marketing & Communications Officer and President, Healthcare (2016–present), and Chief Marketing Officer (2013–2016), MasterCard Incorporated, a technology company in the global payments industry • Executive Vice President, Senior Business, and Chief Transformation Officer (2012–2013) of WellPoint, Inc. (now known as Elevance Health, Inc.), a managed care company • Senior Vice President and Chief Innovation and Marketing Officer (2009–2012) for Humana Inc., a health insurance company • Various senior management marketing and sales positions with (1994–2009) Citigroup, a global bank • Various sales and product management roles (1988–1994) with Unilever, a global consumer goods company | ||||||||||
PPL CORPORATION |
Director since: 2021 Age: 59 Board Committees: • Audit • Finance
Skills and Attributes: •
Risk Management • Capital Markets, Finance and Accounting •
Environmental and Sustainability • Technology, Digitalization and Innovation • Cybersecurity
| HEATHER B. REDMAN | INDEPENDENT DIRECTOR | ||||||||
Key qualifications and skills Ms. Redman brings to our Board extensive experience in advanced technologies, from artificial intelligence to big data to machine learning, including with applications for the energy sector. Her technology experience is critical as PPL creates the utilities of the future. Ms. Redman possesses a unique background and essential skills for oversight of our strategic transformation, pairing legal, operational and financial acumen with knowledge of emerging technologies. Additional experience Ms. Redman has notable strength in the area of disruptive cleantech for renewable energy and sustainability, having spent more than a decade in operational roles at Summit Power Group, a leading developer of clean energy projects. Her extensive career experience also includes service as general counsel of Getty Images, a publicly traded digital media company. Ms. Redman has completed the National Association of Corporate Directors (NACD) CERT Certificate in Cybersecurity Oversight and has received the NACD Directorship Certification. Career Overview •
Co-Founder and Managing Partner (2016-present), Flying Fish Partners, a venture capital firm investing in early stage artificial intelligence and machine learning startups, including energy-related applications • Vice President of Business Operations (2014-2017), Indix Corporation, a big data artificial intelligence startup • Principal and Senior Vice President (2001-2014), Summit Power Group, a leading developer of clean energy projects • Served in executive leadership positions with Atom Entertainment, PhotoDisc and Getty Images • Member of the North American Advisory Board for The Hawthorn Club, an international network for executive women in the energy industry, and serves on several nonpublic company boards, including Coldstream Holdings, Inc. and the Washington State | ||||||||||
12 PPL CORPORATION |
Director since: 2005 Age: 67 Board Committees: •
Executive (Chair) • People and Compensation Skills and Attributes: •
Risk Management • Capital Markets, Finance and Accounting • Operations Experience and Safety • Environmental and Sustainability • Customer Relationships and Marketing | CRAIG A. ROGERSON | INDEPENDENT DIRECTOR CHAIR OF THE BOARD | ||||||||
Key qualifications and skills As independent Chair, Mr. Rogerson brings to our Board significant senior executive leadership and strategic, organizational, operational and risk management expertise. Having Additional experience Mr. Rogerson’s early background as a chemical engineer and his prior service on the American Chemistry Council and Society of Chemical Industry boards have contributed to his skills in operations, safety and Career Overview •
Retired Chairman, President and Chief Executive Officer • Chairman, President and Chief Executive Officer (2008–2017), Chemtura Corporation, a global manufacturer and marketer of specialty chemicals • President, Chief Executive Officer and director (2003–2008), Hercules Incorporated, a chemical company • Serves as a director for: Vibrantz Technologies, Inc.; Pancreatic Cancer Action Network; Advisory Board of the Chemical Engineering & Materials Science College; College of Engineering Alumni Board of Michigan State University; and McLaren Northern Michigan Hospital • Serves as Executive Chair of the Board of Directors of The Lycra Company, a producer of innovative fiber and textile solutions Other public company boards and board committees Origin Materials, Inc. (independent director, member of the audit committee and the compensation committee) Served as an independent director of Ashland Global Holdings Inc. (2019–2021)
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PPL CORPORATION |
Director since: 2020 Age: 52 Board Committees: • Executive
Skills and Attributes: •
Capital Markets, Finance and Accounting • Operations Experience and Safety • Regulated Utility Experience • Environmental and Sustainability • Cybersecurity
| VINCENT SORGI | MANAGEMENT DIRECTOR | ||||||||
Key qualifications and skills With approximately 30 years of experience in the utility industry, Mr. Sorgi brings to our Board extensive capital markets, finance and accounting expertise, providing particularly valuable insight into the areas of accounting and controls. He Additional experience Mr. Sorgi started his career in the accounting industry, providing him with foundational financial acumen that he has applied in his leadership roles in the energy industry. He also brings expertise in energy generation and supply. Career Overview •
President and Chief Executive Officer (June 2020-present), PPL Corporation • President and Chief Operating Officer (July 2019-May 2020), Executive Vice President (January 2019-June 2019) and Chief Financial Officer (2014-2019), Senior Vice President (2014-2019) and Vice President and Controller (2010-2014), PPL Corporation; Controller for PPL’s former energy supply and marketing segment (2007-2010) and financial director of the former PPL Generation subsidiary (2006-2007) • Prior to joining PPL, worked for Public Service Enterprise Group for nine years and prior to that, Deloitte & Touche LLP for four years • Member, American Institute of Certified Public Accountants • Serves as a director for the Electric Power Research Institute, the Edison Electric Institute, St. Luke’s Health Network and Da Vinci Science Center | ||||||||||
14 PPL CORPORATION |
Director since: 2023 Age: Board Committees: • Audit • Finance
Skills and Attributes: •
Risk Management • Capital Markets, Finance and Accounting • Regulated Utility Experience •
Technology, Digitalization and Innovation • Cybersecurity
| LINDA G. SULLIVAN | INDEPENDENT DIRECTOR | ||||||||
Key qualifications and skills Ms. Sullivan brings three decades of financial and leadership experience in the regulated utility industry to our Board. As the newest Board member, Ms. Sullivan provides a fresh perspective while drawing on her deep roots in the utility industry, her significant history of driving growth and innovation and her experience across multiple regulated sectors. During her time as CFO at American Water Works Company Inc., the company experienced significant growth and increase in total shareholder returns. Ms. Sullivan led operations for technology, cyber and physical security, supply chain, research and development, and environmental compliance. Ms. Sullivan has received the NACD Directorship Certification, reflecting her commitment to strong governance and effective board leadership. Additional experience Ms. Sullivan is a Certified Public Accountant (inactive) and a Certified Management Accountant. Ms. Sullivan has been selected to succeed as the non-executive independent Board chair of NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy. Career Overview •
Retired Chief Financial Officer and Executive Vice President (2014-2019), American Water Works Company Inc., one of the nation’s largest publicly traded water and wastewater utility companies • Chief Financial Officer and Senior Vice President (2009 to 2014) of Southern California Edison Company • Including the role above, more than 20 years of experience in a variety of leadership roles with the subsidiaries of Edison International, one of the nation’s largest electric utility holding companies • Prior to her time at Edison International, she was a senior auditor with Arthur Anderson, LLP Other current public company boards and board committees
AltaGas Ltd. (independent director, chair of the audit committee, member of the human resources and | ||||||||||
PPL CORPORATION |
Director since: Dec. 2009 Age: Board Committees: • Executive • Finance • People and Compensation (Chair)
Skills and Attributes: •
Risk Management • Capital Markets, Finance and Accounting • Regulated Industry Experience • Environmental and Sustainability •
Customer Relationships and Marketing | NATICA VON ALTHANN | INDEPENDENT DIRECTOR | ||||||||
Key qualifications and skills With decades of experience as an executive in banking and financial services, Ms. von Althann brings to our Board her strong judgment, reasoned risk management skills, and significant finance expertise. Her long tenure as a senior executive in a regulated industry contributes insight to our current opportunities and risk management. Throughout her senior executive roles at Citigroup, Ms. von Althann managed complex global businesses, including in global relationship management, in corporate finance, and in private banking. Her deep experience in financial reporting, investment management and governance is valuable to the Board’s oversight role. Additional experience Ms. von Althann serves as a director of TD Bank US Holding Company and its two bank subsidiaries, TD Bank, N.A. and TD Bank USA, N.A. (all wholly owned subsidiaries of TD Bank Group) Career Overview •
Founding Partner (2009–2013), C&A Advisors, a consulting firm in the areas of financial services and risk management • Retired Senior Credit an investment management company owned by Schwab • 26 years at Citigroup in various senior management roles, including region head for High Yield Finance in Citicorp Securities, managing director and co-head of Citigroup’s U.S. Telecommunications – Technology group, managing director and global industry head of the Retail and Apparel group in the Global Relationship Bank and division executive and market region head for Latin America in the Citigroup private banking group • Serves as a director for Friends of Caritas Cuba Other current public company boards and board committees
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16 PPL CORPORATION |
Director since: 2005 Age: 71 Board Committees: • Audit •
Governance, Nominating and Sustainability Skills and Attributes: •
Risk Management • Capital Markets, Finance and Accounting • Operations Experience and Safety • Regulated Industry Experience | KEITH H. WILLIAMSON | INDEPENDENT DIRECTOR | ||||||||
Key qualifications and skills Mr. Williamson brings to our Board decades of legal, finance and senior executive leadership experience at the highest levels of publicly traded companies. In addition, his experience in regulated industries, including his service on the risk management committee while at Centene Corporation, contributes to the Board’s perspective and oversight. Leveraging his joint MBA and law degree from Harvard University, Mr. Williamson has contributed important insights on legal and governance matters as a Board member. Additional experience Mr. Williamson has extensive knowledge of government relations and corporate giving based on his work on the Centene Career Overview •
President and Director (2020–present), Centene Foundation • Chief Charitable
• Senior Vice President, Secretary and General Counsel (2006–2012), Centene Corporation • President, Capital Services Division (1999–2006), Pitney Bowes Inc. and various positions in tax, finance and legal groups, including oversight of the treasury function and rating agency activity (1988–1998) | ||||||||||
PPL CORPORATION |
Director since: 2018 Age: 70 Board Committees: • Executive •
Governance, Nominating and Sustainability (Chair) • People and Compensation Skills and Attributes: •
Risk Management • Capital Markets, Finance and Accounting • Regulated Industry Experience • Environmental and Sustainability •
Technology, Digitalization and Innovation | PHOEBE A. WOOD | INDEPENDENT DIRECTOR | ||||||||
Key qualifications and skills Ms. Wood has extensive experience as a senior financial executive, including in the energy industry, and as a board director with publicly traded companies in other industries. She brings to our Board her broad experience in finance, accounting, strategic planning, capital markets and risk management. Ms. Wood has also overseen management of information technology and brings significant knowledge and expertise of corporate governance and evolving ESG issues, directly relevant to the Board’s oversight function and our company’s clean energy strategy. Additional experience Ms. Wood has been actively engaged in environmental, health and safety matters through work experience and in her oversight role as a director of other corporate boards. She has been actively involved with sustainability reporting and ESG ratings and investor relations in these areas. Career Overview •
Principal (2008–present), CompaniesWood, a consulting firm specializing in early-stage investments • Retired Vice Chairman and Chief Financial Officer (2006-2008) and Executive Vice President and Chief Financial Officer (2001–2006), Brown-Forman Corporation, a diversified consumer products manufacturer • Vice President and Chief Financial Officer and director, Propel Corporation (2000–2001) • An almost 24-year tenure at Atlantic Richfield Corporation in various financial management capacities Other current public company boards and board committees
Leggett & Platt, Incorporated (independent director, chair of the audit committee, member of the nominating, governance and sustainability committee) Pioneer Natural Resources Company (independent director, chair of the nominating and corporate governance committee, member of the audit committee and the sustainability and climate oversight committee) | ||||||||||
18 PPL CORPORATION |
Director since: 2014 Age: 65 Board Committees: • Executive •
Finance (Chair) • Governance, Nominating and Sustainability Skills and Attributes: •
Capital Markets, Finance and Accounting • Operations Experience and Safety • Technology, Digitalization and Innovation • Cybersecurity • Customer Relationships and Marketing
| ARMANDO ZAGALO DE LIMA | INDEPENDENT DIRECTOR | ||||||||
Key qualifications and skills Having served as a senior executive of Xerox, a public technology company, Mr. Zagalo de Lima provides critical insight to our Board in the context of strategic initiatives, emerging technologies and services, business operations and the risks associated with these areas. Mr. Zagalo de Lima also brings knowledge and skills related to leadership of a global enterprise, including operating in a variety of regulatory jurisdictions. His experience and skills are instrumental as our utilities continue their digital innovation and grid modernization. Additional experience Mr. Zagalo de Lima has significant experience in customer service, sales, engineering, innovation, product development, manufacturing, distribution and marketing from his several decades at Xerox. Career Overview •
Retired Executive Vice President (2010–2015), Xerox Corporation, a multinational enterprise for business process and document management • President (2012–2014), Xerox Technology • President of Global Customer Operations (2010–2012), Xerox Corporation • President (2004–2010) and Chief Operating Officer (2001–2004), Xerox Europe • Various sales, marketing and management positions for Xerox across Europe (1983–2001) | ||||||||||
* * *
Use of Proxy.The Board of Directors has no reason to believe that any of the director nominees will become unavailable for election. If, however, any nominee should become unavailable prior to the Annual Meeting, the accompanying proxy will be voted for the election of such other person as the Board of Directors may recommend in place of that nominee. The proxies appointed by the Board of Directors intend to vote the proxy for the election of each of the nominees unless you indicate otherwise on the proxy or ballot card.
Your Board of Directors recommends that you vote FOR each director nominee in Proposal 1. |
PPL CORPORATION |
GOVERNANCE OF THE COMPANY |
BOARD OF DIRECTORS
Attendance. The Board of Directors met six times during 2022.2023. Each director attended at least 75% of the meetings held in 20222023 by the Board and the committees on which the director served during the period of director service. The average attendance of directors at Board and committee meetings held during 20222023 was 99%. Directors are expected to attend all meetings of shareowners, the Board and the committees on which they serve. All of our directors attended the 20222023 Annual Meeting of Shareowners, except for Ms. Sullivan, who did not join the Board until January 10, 2023.Shareowners.
Independence of Directors. The Board has established guidelines to assist it in determining director independence, which conform to the independence requirements of the New York Stock Exchange, or NYSE, listing standards. In addition to applying these guidelines, which are available in the Corporate Governance section of our website (www.pplweb.com/governance-documents), the Board considers all relevant facts and circumstances in making an independence determination, including transactions and relationships between each director or members of the directors’ immediate family and the company and its subsidiaries. The Board determined that nine directors, constituting all of PPL’s non-employee directors, are independent from the company and management pursuant to its independence guidelines: Messrs.Mr. Beattie, Mr. Rajamannar, Ms. Redman, Mr. Rogerson, Ms. Sullivan, Ms. von Althann, Mr. Williamson, Ms. Wood and Mr. Zagalo de Lima, and Mses. Redman, Sullivan, von Althann and Wood. Lima.
In making its independence determinations, the Board has broadly considered all relevant facts and circumstances including the other boards on which our directors serve. TheIn 2023, the Board specifically considered that Ms. Sullivan isSullivan's position as a director for NorthWestern CorporationEnergy Group d/b/a NorthWestern Energy, which is an unsecured creditor of affiliates of Talen Energy Corporation, andbecause at the time PPL hashad pending litigation adverse to certain affiliates of Talen Energy CorporationCorporation. In December 2023, the company announced its settlement agreement with Talen affiliates to resolve all claims in the litigation, as more fully described in PPL’s Form 10-K for the period ended December 31, 2022. The2023. In 2024, the Board has concludeddetermined there were no facts or circumstances that these circumstances do not impair the independence of Ms. Sullivan or any non-employee directors.
Outside Board and Audit Committee Memberships. Directors are expected to ensure that other commitments, including outside board memberships, do not interfere with their duties and responsibilities to the company. Before accepting a position on another public company board, directors notify the Corporate Secretary and the Chair of the GNSC. The Guidelines for Corporate Governance limit directors to serve on no more than three boards of public companies in addition to PPL. For any director who is a public company CEO, the limit is no more than one board of a public company in addition to PPL. Finally, a director who is a member of the Audit Committee may not serve on the audit committees of more than two public companies in addition to the PPL Audit Committee.
Executive Sessions; Independent Chair of the Board. The independent directors meet in executive sessions without management present during each regularly scheduled Board meeting without management present.meeting. Mr. Rogerson presides at these executive sessions and also serves as the independent Chair of the Board.
Board Leadership Structure. Consistent with its commitment to regularly evaluate its leadership structure, effective March 1, 2021, the Board appointed Mr. Rogerson has served as the independent Chair of the Board upon the retirement of William H. Spence as non-executive Chairman of the Board.since his appointment in March, 2021. Prior to the appointment of Mr. Rogerson as independent Chair, the Board had an independent Lead Director, who provided independent oversight through the independent Lead Director’s significant authority and responsibilities, as more specifically outlined in our Guidelines for Corporate Governance.
At this time, the Board believes it is most effective for PPL to have an independent Chair. Mr. Rogerson has substantial knowledge of our company through his longstanding service on our Board and significant organizational, operational and risk management expertise, as well as extensive environmental oversight and board leadership experience. In addition, PPL has been active in strategic acquisitions and divestitures over the past decade and Mr. Rogerson’s institutional knowledge and proven track record has been instrumental in helping to set the current strategy for the company. Mr. Rogerson, having served with four different CEOs during his time on the Board, has provided continuity and long-term perspective for the Board. As the independent Chair, Mr. Rogerson engages effectively with management to question, challenge, provide advice and serve as a liaison to the other independent directors.
There has been significant and ongoing recent refreshment among our Board members, including the most recent addition of Ms. Sullivan as more specifically described below.in January 2023. Maintaining an appropriate blend of seasoned and new directors provides valuable perspectives, especially for long-term strategy and decisions. Based on these facts and circumstances, the Board is confident that Mr. Rogerson offers the valuable insight of an independent outside director who also has a deep understanding of our business and brings a breadth of experience and unique perspective regarding changes to our company and within our industry.
20 PPL CORPORATION |
The Board will continue to evaluate the effectiveness of the Board’s leadership structure, including a review of the need or desire for an independent Chair on at least an annual basis, and will make any future decisions based upon the best interests of the company and its shareowners at that time. The Board believes the company and its shareowners are best served by maintaining the flexibility for the Board to determine who should serve in the roles of Chair and CEO, and whether those roles should be combined or separated.
Board and Committee Evaluations.Annually, the Board and each committee, other than the Executive Committee, evaluate Board and committee performance. For the evaluation of the Board’s effectiveness in 2022,2023, directors completed a questionnaire evaluating topics such as Board dynamics, Board and committee effectiveness and engagement, access to management, agenda requests and similar matters, encouraging a broad range of commentary from each director. Following a review of the aggregated questionnaire responses, the Chair of the GNSC, joined by the Chair or the CEO, met individually with each Board member to seek additional input. The individual interviews allowed each director an opportunity to elaborate on the director’s questionnaire submissions and to provide candid reflection on personal contributions, the performance of other directors, and Board and committee effectiveness. The responses and feedback from both the questionnaires and interviews were summarized and presented to the full Board, then discussed with the entire Board in executive session at its January 20232024 meeting. The Board considers feedback and works with management to take appropriate action to address suggestions and concerns.feedback received from the Board members. The responses to the evaluations also inform board committee assignments and board succession planning. While every Board member is encouraged to provide comments as to the structure and operation of Board committees, each committee conducts its own annual assessment as well.
Guidelines for Corporate Governance. The full text of our Guidelines for Corporate Governance can be found in the Corporate Governance section of our website (www.pplweb.com/governance-documents).
Communications with the Board.Shareowners or other parties interested in communicating with the Board, the independent Chair, any Board member or with the independent directors as a group may write to the person or persons at our current mailing address:
c/o Corporate Secretary’s Office
PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania 18101
On or about August 1, 2024, we plan to change the mailing address of our principal executive office to reflect the recent move of our corporate headquarters. Any communication after that date should be addressed to the following address:
c/o Corporate Secretary’sSecretary's Office
PPL Corporation
Two North NinthCity Center
645 Hamilton Street
Allentown, Pennsylvania 18101
The Corporate Secretary’s Office assists the Board with all correspondence, including providing communications to Board members where appropriate, with the general exception of ordinary course business communications from customers and vendors, commercial solicitations, advertisements or obvious “junk” mail. Concerns relating to accounting, internal controls or financial statement fraud are to be brought immediately to the attention of the Corporate Audit group and are handled in accordance with procedures established by the Audit Committee with respect to such matters.
Code of Ethics.We maintain a code of business conduct and ethics, our Standards of Integrity, which is applicable to all Board members and employees of the company and its subsidiaries, including the principal executive officer, the principal financial officer and the principal accounting officer of the company. You can find the full text of the Standards of Integrity in the Corporate Governance section of our website (www.pplweb.com/governance-documents).
In the fall, we conduct our annual outreach to our largest shareowners, to receive feedback and engage in dialogue. These conversations allow our management and directors to hear directly from shareowners, understand various perspectives, and weigh and consider responsive steps by the company. Our engagement covers a broad range of topics, such as the company’s corporate governance practices; board composition and refreshment; clean energy transition strategy and related disclosures; political spending disclosure; diversity, equity and inclusion initiatives; community engagement; risk oversight; executive compensation; and culture and workforce development. These meaningful exchanges provide us with a direct understanding of our shareowners’ perspectives as well as an opportunity to share our views with shareowners.
PPL CORPORATION |
Over the past several years, the input we received from shareowners has influenced and informed the following actions:
actions related to sustainability, corporate governance, and executive compensation:
•
•
•
•
•
In December 2022, as an addendum to our 2021 Climate Assessment Report, we published a generation study assessing the strategic feasibility and financial implications of achieving an 80% clean generation portfolio by 2030 (meaning that 80% of customer demand is met by renewable and non-emitting resources).
We enhanced our disclosure on public policy engagement to provide more information about how the company engages with policy makers on key issues directly and through our trade associations.
•
22 PPL CORPORATION |
BOARD COMMITTEES
The Board of Directors has five standing committees: Audit Committee; Compensation Committee; Executive Committee; Finance Committee; and Governance, Nominating and Sustainability Committee; and People and Compensation Committee.
Each non-employee director usually serves on two or more committees. Except for the Executive Committee, all of our committees are composed entirely of independent directors under the listing standards of the NYSE and the company’s standards of independence described under the heading “Independence of Directors.” In addition, all membersthe Board of Directors has designated each member of the Audit Committee qualify as an “audit committee financial experts.expert.” (See the biographies of our Audit Committee members within Proposal 1.) Each committee has a charter, all of which are available in the Corporate Governance section of the company’s website (www.pplweb.com/governance-documents).
The following table shows the directors who are currently members or chairs of each of the standing Board committees and the number of meetings each committee held in 2022.2023.
Board Committee Membership
| Audit | Compensation | Executive | Finance | Governance, Nominating and Sustainability | ||||||||||||||||||||||||||
Arthur P. Beattie(1) (2) |
I | 🌑 | ∎ | ∎ | ||||||||||||||||||||||||||
Raja Rajamannar |
I | ∎ | ∎ | |||||||||||||||||||||||||||
Heather B. Redman(1) |
I | ∎ | ∎ | |||||||||||||||||||||||||||
Craig A. Rogerson |
I/C | ∎ | 🌑 | |||||||||||||||||||||||||||
Vincent Sorgi | ∎ | |||||||||||||||||||||||||||||
Linda G. Sullivan(3) |
I | ∎ | ∎ | |||||||||||||||||||||||||||
Natica von Althann |
I | 🌑 | ∎ | ∎ | ||||||||||||||||||||||||||
Keith H. Williamson(1) |
I | ∎ | ∎ | |||||||||||||||||||||||||||
Phoebe A. Wood(1) |
I | ∎ | ∎ | 🌑 | ||||||||||||||||||||||||||
Armando Zagalo de Lima |
I | ∎ | 🌑 | ∎ | ||||||||||||||||||||||||||
Number of Meetings in 2022
|
7 |
6 |
1 |
5 |
5 | |||||||||||||||||||||||||
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PPL CORPORATION |
Principal Functions of Each Committee
The following table describes the principal functions of each committee.
Committee | Principal Function | ||
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Audit Committee | • Oversee: • the integrity of the financial statements of the company and its subsidiaries; • the effectiveness of the company’s disclosure controls and procedures and internal control over financial reporting; • the identification, assessment and management of risk; • the company’s compliance with legal and regulatory requirements and the company’s compliance and ethics program; • the qualifications, independence and selection of the independent registered public accounting firm, or “independent • the performance of the company’s independent auditor and internal audit function. | ||
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| • Exercise all of the powers of the Board of Directors during periods between Board meetings, with the exception of: • submission to shareowners of any action requiring approval of shareowners; • creation or filling of vacancies on the Board; • changing the membership of and filling of vacancies on any committee of the Board; • adoption, amendment or repeal of the Bylaws; • amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; • action on matters committed by the Bylaws or resolution of the Board exclusively to another committee of the Board; and • taking any action as may not be exercised by a committee under the Pennsylvania Business Corporation Law or the Bylaws. | ||
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GOVERNANCE OF THE COMPANY
Finance Committee |
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| • Review and approve annually the business plan, which includes the annual financing plan, as well as the capital expenditure plan for the company and its subsidiaries; • Approve third-party financing transactions, guarantees or other credit or liquidity support in excess of $50 million, to the extent not contemplated by the annual financing plan approved by the Finance Committee; • Approve reductions of the outstanding securities of the company in excess of $100 million; • Authorize capital expenditures in excess of $100 million; • Authorize acquisitions and dispositions in excess of $100 million; and • Review, approve and monitor the policies and practices of the company and its subsidiaries in managing financial risk. | |
24 PPL CORPORATION 2024 Proxy Statement |
Committee | Principal Function | |
| • Oversee corporate governance for the company, including annually review and recommend any changes to the Guidelines for Corporate Governance; • Establish and administer programs for evaluating the performance of the Board and committees, including developing and reviewing criteria for the qualifications of Board members and methods of recommendation; • Recommend to the Board any changes in size or composition of the Board, including recommendations for Board refreshment; • Identify and recommend to the Board candidates for election to the Board; • Recommend to the Board the composition of each committee of the Board; • Review and recommend to the Board the independence determination of non-management directors; • Recommend to the Board an independent director to serve as an independent Chair of the Board or as the Lead Director and annually review succession plans for the Chair of the Board and Lead Director, if any; • Make recommendations to the Board regarding tendered resignations of incumbent directors and incumbent director nominees; • Oversee the company’s practices and positions to further its sustainability strategy and corporate governance, including specific environmental and corporate social responsibility initiatives; • Provide oversight of the company’s corporate political activity, with such oversight to include receiving reports at least annually as to political spending and related activities by the company, if any; and • Conduct a reasonable prior review, and provide oversight of, any related-party transactions consistent with the company’s Related-Party Transaction | |
People and Compensation Committee (PCC) (Name revised from Compensation Committee, effective July 28, 2023, to better reflect the responsibilities of the committee) | • Oversee the company’s executive compensation philosophy, policies and • Review and evaluate the performance of the CEO and other executive officers of the company, including setting goals and objectives, and approving their compensation, including salary, incentive awards and other remuneration; • Review and discuss with management whether risk arising from the company's compensation policies and practices for all employees could result in a material adverse effect on the company; • Oversee management’s executive officer succession planning; • Review and assess the company’s strategy for talent management as part of human capital management; • Review and approve any compensation-related clawback policy, incentive compensation plans and programs, including all equity-based plans, and employment agreements; • Review, discuss and make recommendations regarding annual Compensation Discussion and Analysis, and review and approve the People and Compensation Committee Report; • Discuss results of annual say-on-pay vote; • Review and approve the stock ownership requirements for the company’s directors and executive officers; • Review the fees and other compensation paid to outside directors for their services on the Board and its committees; and • Undertake independence and conflicts of
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PPL CORPORATION 2024 Proxy Statement 25 |
Compensation Processes and Procedures
The Compensation CommitteePCC undertakes to compensate executive officers effectively and in a manner consistent with our stated compensation and corporate strategies. The Compensation CommitteePCC has the exclusive authority to grant equity awards to executive officers and delegates specified administrative functions to certain officers, including the CEO and the Chief Human Resources Officer, or CHRO. The Compensation CommitteePCC has strategic and administrative responsibilities with respect to our executive compensation arrangements, including:
•
•
•
•
•
•
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GOVERNANCE OF THE COMPANY
The Compensation CommitteePCC has retained Frederic W. Cook & Co., Inc., or FW Cook, as its independent compensation consultant to assist the committee in determining whether the company’s executive compensation program is reasonable and consistent with competitive practices. FW Cook provides advice and counsel on executive and director compensation matters and provides information and advice regarding market trends, competitive compensation programs and strategies including:
•
•
•
•
Although the Compensation CommitteePCC considers analysis and advice from its independent consultant when making compensation decisions for the CEO and other NEOs, the committee uses its own independent judgment in making final decisions concerning compensation paid to executive officers, including the CEO and other NEOs.
FW Cook and its affiliates did not provide any services to the company or any of the company’s affiliates other than advising the Compensation CommitteePCC on executive officer and director compensation during 2022.2023. In addition, the Compensation CommitteePCC annually evaluates whether any work provided by FW Cook may present a conflict of interest and determined that there was no conflict of interest for 2022.2023.
The Compensation CommitteePCC can also seek the input of management to inform decision-making. Each year, senior management develops a strategic business plan, which includes recommendations on the proposed goals for the annual cash incentive and long-term incentive programs. The Compensation CommitteePCC takes this into account when establishing and setting incentive goals for all executive officers.
No individual is present when matters pertaining to their own compensation are being discussed, and neither the CEO nor any of the other executive officers discusses their own compensation with the Compensation CommitteePCC or the Compensation Committee’sPCC’s independent compensation consultant.
CEO and Other Management Succession
At least annually, consistent with its charter, the Compensation CommitteePCC reviews the company’s plan for management succession, both in the ordinary course of business and in response to emergency situations, recognizing the importance of continuity of leadership to ensure a smooth transition for its employees, customers and shareowners. At times, the PCC will review the company's succession plan as part of strategic positioning or emergency situations. As part of this process, the Compensation CommitteePCC reviews the top and emerging talent internally, their level of
26 PPL CORPORATION 2024 Proxy Statement |
readiness and development needs. This process is conducted not only for the CEO position but also for other critical senior level positions in the company. The Compensation CommitteeWhen appropriate, the PCC also reviews external successor candidates for the CEO position, with assistance periodically from an independent third-party consultant.
Effective January 1, 2023, Executive Vice President and Chief Operating Officer, Gregory N. Dudkin, remained as Executive Vice President while on extended medical leave and Francis X. Sullivan was appointedDean A. Del Vecchio joined the company as Executive Vice President and Chief Operating Officer.Technology & Innovation Officer (CTIO), a new position that reflects the company's strong focus on creating technology-enabled utilities of the future. Mr. Dudkin passed away on February 14, 2023.
Effective January 1, 2022, Wendy E. Stark, who joined the company as Senior Vice President, General Counsel and Corporate Secretary in 2021, was named Chief Legal Officer. Effective January 1, 2023,Del Vecchio will report directly to Mr. Sorgi. In addition, effective March 4, 2024, Ms. Stark’sStark's title was changed to Executive Vice President,President-Utilities, Chief Legal Officer (CLO) and Corporate Secretary.
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GOVERNANCE OF THE COMPANYSecretary and John R. Crockett III was named Chief Development Officer of the company, in addition to his role as President of LG&E and KU Energy LLC.
Chair of the Board Succession
Annually, theThe GNSC annually reviews a succession plan for the chairindependent Chair of the board,Board, and if applicable, the lead directorLead Director position. The review covers key skills and competencies of the chairChair or lead director roles,role, as applicable, the risk of loss of the current chair, an assessment of the current boardBoard members relative to key skills and competencies and the identification of potential chair successors. As part of the regular review of attributes and skills for any potential director candidate, the GNSC also considers whether that candidate might qualify as a future chair or lead director in the succession pipeline.
Board Refreshment and Director Nomination Process
Board refreshment is integral to maintaining board composition that best serves PPL and its shareowners. In recent years, our Board has added several new directors, bringing with them a wealth of experience, diverse perspectives and backgrounds, and effective skills and qualifications. In 2022, the GNSC undertook a review of board composition and engaged a third-party search firm to identify and facilitate the screening and interview process of candidates for director. The candidates included qualified individuals with diversity of gender, race and ethnicity.
The GNSC establishes guidelines for new directors and evaluates director candidates. In its evaluation, the GNSC will consider the qualifications, qualities and skills of director candidates as outlined in our Guidelines for Corporate Governance, including:
•
•
•
•
•
The Board recognizes that directors with varied perspectives and backgrounds improve the quality of dialogue, contribute to better decision-making, and enhance its effectiveness. Accordingly, the Guidelines for Corporate Governance require that the pool of candidates considered by the GNSC include qualified persons who reflect diverse backgrounds, including diversity of gender and race or ethnicity and if any third-party search firm is used, it will be specifically instructed to include such candidates. The GNSC assesses the effectiveness of this policy as part of its annual review of the Guidelines for Corporate Governance.
Requests to consider a candidate for nomination to election as a director may be made by the Board, the GNSC or any shareowner entitled to vote in the election of directors generally. The GNSC screens all candidates in the same manner regardless of the source of the recommendation.
When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth beginning on page 10, their past contributions to the company’s success and their expected future engagement and contributions in furtherance of PPL’s strategic goals.
If the GNSC or management identifies a need to add a new Board member to contribute a particular skill or attributequalification or to fill a vacancy, the GNSC may retain a third-party search firm to identify a candidate or candidates. The GNSC also seeks prospective nominees through personal referrals and independent inquiries by directors. Once the GNSC has identified a prospective nominee, it generally requests the third-party search firm to gather additional information about the prospective nominee’s background and experience. The Chair of the Board, the CEO, the Chair of the GNSC and other members of the GNSC, as well asany additional directors, if available, then interview the prospective candidate. After completing the interview and evaluation process, which includes evaluating the prospective nominee against the
PPL CORPORATION |
standardsinterview and qualifications set out in the company’s Guidelines for Corporate Governance,evaluation process, the GNSC makes a recommendation to the full Board as to any persons who should be nominated by the Board. The Board then votes on whether to approve the nominee after considering the recommendation and report of the GNSC. As a result of thisthe most recent director search process, the GNSC recommended to the Board that Ms. Sullivan be nominated, and the Board elected Ms. Sullivan effective January 10, 2023.
Shareowners may recommend candidates to be considered by the GNSC. The GNSC uses the same process and criteria to consider and evaluate shareowner recommendations as it uses for candidates identified through the process described above. ShareownersOn or about August 1, 2024, we plan to change the mailing address of our principal executive office to reflect the recent move of our corporate headquarters. After that date, shareowners should submit their candidate recommendations in writing to:
Corporate Secretary
PPL Corporation
Two North NinthCity Center
645 Hamilton Street
Allentown, Pennsylvania 18101
Proxy Access - Nominations for Director for Inclusion in PPL’s 20242025 Proxy Statement
The Board of Directors adopted proxy access in 2015. Pursuant to the company’s Bylaws, a shareowner, or a group of up to 25 shareowners, owning 3% or more of PPL’s outstanding common stock continuously for at least three years, may nominate, and include in PPL’s proxy statement and materials, nominees for director constituting up to the greater of (1) 20% of the Board or (2) two director nominees, provided that the shareowner(s) and the nominee(s) satisfy the requirements specified in the Bylaws. Notice of director nominations submitted under these proxy access Bylaw provisions must be received no earlier than November 6, 20234, 2024 and no later than December 6, 20234, 2024 for inclusion in the company’s 20242025 proxy statement.
In order to be duly nominated for the 20242025 annual meeting, we must receive advance notice of nominations by shareowners not less than 90 days nor more than 120 days prior to the anniversary of the 20232024 Annual Meeting, or no earlier than January 18, 202415, 2025 and no later than February 17, 2024.14, 2025. The notice must contain the information required by our Bylaws, such as the name and address of the shareowner making the nomination and of the proposed nominee(s), information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and certain other information concerning the shareowner and the nominee. The exact procedures for making nominations are included in our Bylaws, which can be found at the Corporate Governance section of our website (www.pplweb.com/governance-documents).
To comply with the new “universal proxy rules” recently adopted by the SEC, shareowners who intend to solicit proxies in support of director nominees other than PPL’s nominees for our 20242025 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, during the time period prescribed by our Bylaws as set forth above.
28 PPL CORPORATION |
THE BOARD’S ROLE IN RISK OVERSIGHT
Overview
The Board, together with its committees, oversees the company’s risk management practices with the aid and input of our senior management and professional advisors. The Board regularly reviews the material risks associated with the company’s business plans and activities as part of its consideration of the ongoing operations and strategic direction of the company.
While systemic risk oversight is a function of the full Board, the Board recognizes that material risks may arise from or impact multiple areas of the organization. Accordingly, the Board retains primary oversight of certain risks, including strategic, operational, cultural, legal, regulatory, cyber-relatedcybersecurity and physical security risks, and tasks its Audit Committee, Compensation Committee, Finance Committee, GNSC and GNSCPCC with principal oversight of the company’s management of material risks within each respective committee’s areas of responsibility. In turn, each committee reports to the Board regularly, including with respect to material risks within its purview, fostering awareness and communication of significant matters among all directors, and promoting a coordinated approach to risk oversight.
At meetings of the Board and its committees, directors receive updates from management regarding our risk profile and risk management activities. Outside of formal meetings, the Board, its committees and individual Board members have full access to senior executives and other key employees, includingthe company's Corporate Leadership Council, which consists of the CEO, Chief Financial Officer (CFO), COO,Chief Operating Officer (COO), CLO, CTIO, and CHRO, and access to other key employees, including the Vice President-Corporate Audit and Chief Compliance Officer, Vice President-Controller, Chief Security Officer (CSO), CHRO, Vice President-Corporate Audit, Senior Vice President-Public Affairs and Sustainability and Chief Sustainability Officer and Senior Director of Risk Management, or SDRM.Officer. In addition, the Board, and each committee, may request information from any of the company’s professional advisors or engage its own independent advisors.
Board Oversight of Key RisksTopics
Oversight of Cybersecurity Risks.The full Board of Directors has direct oversight of our cybersecurity programs through reports from the CSO, at least twice per year, regarding cybersecurity matters and risks as well as the adequacy and effectiveness of the company's cybersecurity risk management program. Through these reports, the Board monitors the company's’ programs, processes and procedures related to cybersecurity. The Board has directed the CEO and CSO to promptly inform the Board in the event of a material or potentially material cybersecurity event. Each member of the Board has access to management, including the CEO and CSO, to ask questions and engage on the company’s approach to prevent, detect, assess, and mitigate cybersecurity risk. PPL’s Board has several Board members with experience in cybersecurity, including one with a certificate in Cyber-Risk Oversight from the National Association of Corporate Directors.
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PPL CORPORATION |
A primary function of the Audit Committee is to assist the Board in the oversight of the identification, assessment and management of risk. Cybersecurity risks are included in PPL’s enterprise risk management process and are reported to the Audit Committee of the Board on a quarterly basis or more frequently, as needed.
Oversight of Sustainability. The Board has delegated to the GNSC responsibility for overseeing the company’s practices and positions to further its sustainability strategy and corporate governance, including specific environmental and corporate social responsibility initiatives. The committee receives updates, which include climate-related matters, at regularly scheduled meetings, and the full Board receives sustainability updates throughout the year, as appropriate. The committee also oversees the company’s corporate political activity and, in that capacity, receives reports at least annually of political spending and related activities by the company. The company has also established a Corporate Sustainability Committee, which includes senior leaders throughout the company. The Corporate Sustainability Committee is responsible for recommending a sustainability strategy to executive leadership, providing oversight and establishing priorities and performance metrics. The sustainability strategy, commitments and priorities are reviewed and approved by the Corporate Leadership Council, and then reviewed with the Board. The company also maintains a robust enterprise risk management process that provides a business portfolio view of material risks that may affect achievement of the company’s business strategy. As part of this process, representatives from the company’s operating companies and service groups identify, assess, monitor and report on ongoing and emerging risks, including climate-related and broader sustainability risks. The company’s Risk Management group oversees this process and reports quarterly to the Audit Committee.
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30 PPL CORPORATION |
COMPENSATION OF DIRECTORS
2023 Director Pay Components
2022 Director Pay Components.Directors who are company employees, currently only Mr. Sorgi, do not receive any separate compensation for service on the Board of Directors or committees of the Board. During 2022,2023, compensation for non-employee directors consisted of the elements described in the table below. The independent Chair of the Board and committee chairs received additional compensation due to the increased workload and additional responsibilities associated with these critical boardBoard leadership positions. PPL reimburses
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| Additional Retainers for Board Leadership | ||||
Annual Retainer |
| Non- |
| Independent Chair of the Board Fee |
| Audit |
| All Other Committee |
Cash(1) |
| $120,000 |
| $165,000 |
| $25,000 |
| $20,000 |
Deferred Stock Units(2) |
| $155,000 |
| N/A |
| N/A |
| N/A |
Annual Retainer Components |
Non- Employee |
Additional Retainers for Board Leadership | ||||||
| Independent Chair of the Board Fee | Audit Committee Chair Fee | All Other Committee Chair Fees | ||||||
| Cash(1) | $120,000 | $165,000 | $25,000 | $20,000 | ||||
Deferred Stock Units(2) | $155,000 | N/A | N/A | N/A | ||||
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The Compensation Committee, or PCC, assesses the compensation of directors annually and, if applicable, makes recommendations to the Board. As part of this assessment, FW Cook, the Compensation Committee’sPCC’s independent compensation consultant, provides a Director Pay Analysis, which reviews the pay program for PPL’s non-employee directors relative to a group of utility companies and to a broad spectrum of general industry companies. Effective January 1, 2022, the Compensation Committee recommended, and the Board authorized, an increase in the annual retainer to the current $275,000 from $265,000 for all non-employee directors, consisting of an increase of $5,000 to the annual cash portion and an increase of $5,000 to the annual mandatory deferred stock unit portion.
Directors Deferred Compensation Plan.Plan
Pursuant to the DDCP, non-employee directors may elect to defer all or any part of their fees or any retainer that is not part of the mandatory stock unit deferrals. Under this plan, directors can defer compensation other than the mandatory deferrals into a deferred cash account or the deferred stock account. The deferred cash account earns a return as if the funds had been invested in one or more of the core investment options offered to employees under the PPL Deferred Savings Plan at Fidelity Investments. These investment accounts include large, mid and small cap index and investment funds, international equity index funds, target date funds, bond funds and a stable value fund, with returns that ranged from -32.88%1.81% to 1.38%46.22% during 2022.2023. Payment of the amounts allocated to a director’s deferred cash account and accrued earnings, together with deferred stock units and accrued dividend equivalents, is deferred until after the director’s retirement from the Board of Directors, at which time the deferred cash and stock is disbursed in one or more annual installments for a period of up to 10 years, as previously elected by the director.
Director Equity Ownership Guidelines.Guidelines
The Board requires directors to hold, within five years after their election to the Board, shares of company common stock (including deferred stock units held in the DDCP) with a value of at least five times the annual cash retainer fee. All outside directors who have been on the Board five years or more were in compliance with their equity ownership guidelines as of December 31, 2022.2023. Mr. Beattie, Ms. Redman and Ms. Redman,Sullivan, who have served on the Board less than five years, have achieved or were on track as of December 31, 20222023 to meet their equity ownership requirements within five years of their respective election to the Board.
Continuing Education, Events and Expense Reimbursement
In addition to director education sessions presented at scheduled Board meetings, directors are encouraged to participate in continuing education sessions of their own choosing that will enhance their effectiveness as a director. The company reimburses reasonable and customary expenses incurred for continuing education sessions and related travel.
PPL CORPORATION |
The following table summarizes all compensation earned during 20222023 by our non-employee directors with respect to Board of Directors and committee service.
20222023 DIRECTOR COMPENSATION
| Fees Earned or Paid in Cash |
|
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Name of Director | Paid in | Deferred into | Total | Stock | All Other | Total | ||||||||||||
Arthur P. Beattie | $ | 72,500 |
| $ | 72,500 |
| $ | 145,000 |
| $ | 155,000 |
| $ | 10,000 |
| $ | 310,000 |
|
Raja Rajamannar |
| 120,000 |
|
| — |
|
| 120,000 |
|
| 155,000 |
|
| — |
|
| 275,000 |
|
Heather B. Redman |
| 120,000 |
|
| — |
|
| 120,000 |
|
| 155,000 |
|
| 10,000 |
|
| 285,000 |
|
Craig A. Rogerson |
| — |
|
| 305,000 |
|
| 305,000 |
|
| 155,000 |
|
| 10,000 |
|
| 470,000 |
|
Linda G. Sullivan |
| 117,000 |
|
|
|
|
| 117,000 |
|
| 151,125 |
|
| — |
|
| 268,125 |
|
Natica von Althann |
| 140,000 |
|
| — |
|
| 140,000 |
|
| 155,000 |
|
| 4,000 |
|
| 299,000 |
|
Keith H. Williamson |
| 120,000 |
|
| — |
|
| 120,000 |
|
| 155,000 |
|
| 10,000 |
|
| 285,000 |
|
Phoebe A. Wood |
| 140,000 |
|
| — |
|
| 140,000 |
|
| 155,000 |
|
| 10,000 |
|
| 305,000 |
|
Armando Zagalo de Lima |
| — |
|
| 140,000 |
|
| 140,000 |
|
| 155,000 |
|
| — |
|
| 295,000 |
|
All deferred stock units held in each director’s deferred stock account are vested. As of December 31, 2023, the aggregate number of deferred stock units (including additional units granted for dividend equivalents) held by each current non-employee director was as follows: Mr. Beattie — 27,450; Mr. Rajamannar — 75,653; Ms. Redman – 13,033; Mr. Rogerson — 194,369; Ms. von Althann — 86,913; Mr. Williamson — 116,031; Ms. Wood — 35,681 and Mr. Zagalo de Lima — 100,239.
| Fees Earned or Paid in Cash | ||||||||||||||||||||||||||||||
| Name of Director | Paid in Cash(1) |
Deferred into Restricted Stock Units(2) | Total | Stock Awards(3) | All Other Compensation(4) | Total | ||||||||||||||||||||||||
Arthur P. Beattie |
$ |
70,452 |
|
$ |
70,451 |
|
$ |
140,903 |
|
$ |
155,000 |
|
$ |
10,000 |
|
$ |
305,903 |
| ||||||||||||
Steven G. Elliott(5) |
|
51,744 |
|
|
— |
|
|
51,744 |
|
|
58,764 |
|
|
— |
|
|
110,508 |
| ||||||||||||
Raja Rajamannar |
|
120,000 |
|
|
— |
|
|
120,000 |
|
|
155,000 |
|
|
— |
|
|
275,000 |
| ||||||||||||
Heather B. Redman |
|
120,000 |
|
|
— |
|
|
120,000 |
|
|
155,000 |
|
|
5,000 |
|
|
280,000 |
| ||||||||||||
Craig A. Rogerson |
|
305,000 |
|
|
— |
|
|
305,000 |
|
|
155,000 |
|
|
2,596 |
|
|
462,596 |
| ||||||||||||
Natica von Althann |
|
140,000 |
|
|
— |
|
|
140,000 |
|
|
155,000 |
|
|
5,500 |
|
|
300,500 |
| ||||||||||||
Keith H. Williamson |
|
120,000 |
|
|
— |
|
|
120,000 |
|
|
155,000 |
|
|
10,000 |
|
|
285,000 |
| ||||||||||||
Phoebe A. Wood |
|
140,000 |
|
|
— |
|
|
140,000 |
|
|
155,000 |
|
|
10,000 |
|
|
305,000 |
| ||||||||||||
Armando Zagalo de Lima |
|
— |
|
|
140,000 |
|
|
140,000 |
|
|
155,000 |
|
|
— |
|
|
295,000 |
| ||||||||||||
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|
|
|
|
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32 PPL CORPORATION |
STOCK OWNERSHIP |
DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS
All directors and executive officers as a group hold less than 1% of PPL’s outstanding common stock. The table below shows the number of shares of our common stock beneficially owned as of March 1, 2023,2024, by: each of our directors; each NEO for whom compensation is disclosed in the Summary Compensation Table (except for Gregory N. Dudkin who passed away on February 14, 2023 and is no longer required to appear in the below table);Table; all of our director nominees and executive officers as a group; and the persons known by the company to be beneficial owners of more than 5% of PPL’s common stock as of February 14, 2023.2024. The table also includes information about restricted stock units granted to executive officers under the company’s Incentive Compensation Plan for Key Employees, or ICPKE, the company’s Amended and Restated 2012 Stock Incentive Plan, or SIP, and stock units credited to the accounts of our directors under the DDCP.
Name of Directors and NEOs |
| Shares of | |
Arthur P. Beattie |
| 29,826 | (2) |
Joseph P. Bergstein, Jr. |
| 138,192 | (3) |
John R. Crockett III |
| 39,135 | (4) |
Raja Rajamannar |
| 77,767 | (2) |
Stephanie R. Raymond |
| 41,228 | (5) |
Heather B. Redman |
| 14,600 | (2) |
Craig A. Rogerson |
| 200,427 | (2) |
Vincent Sorgi |
| 456,469 | (6) |
Wendy E. Stark |
| 48,569 | (7) |
Francis X. Sullivan |
| 23,889 | (8) |
Linda G. Sullivan |
| 7,313 | (2) |
Natica von Althann |
| 89,125 | (2) |
Keith H. Williamson |
| 118,497 | (2) |
Phoebe A. Wood |
| 37,446 | (2) |
Armando Zagalo de Lima |
| 103,885 | (2) |
All 21 executive officers and directors as a group |
| 1,653,372 | (9) |
Name and Address of Beneficial Owner |
| Amount and Nature |
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| Percent | |||
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|
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The Vanguard Group, Inc.(10) |
|
|
|
|
|
|
|
|
100 Vanguard Blvd. |
|
| 94,052,723 |
|
|
| 12.76% |
|
BlackRock, Inc.(11) |
|
|
|
|
|
|
|
|
50 Hudson Yards |
|
| 64,137,817 |
|
|
| 8.70% |
|
State Street Corporation(12) |
|
|
|
|
|
|
|
|
State Street Financial Center |
|
| 38,236,246 |
|
|
| 5.19% |
|
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| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||
The Vanguard Group, Inc.(8)
| 92,068,873
| 12.50% | ||||
BlackRock, Inc.(9)
| 59,968,558
| 8.10% | ||||
State Street Corporation(10)
| 44,203,138
| 6.00% | ||||
|
|
PPL CORPORATION |
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34 PPL CORPORATION |
The Board of Directors has adopted a written related-party transaction policy that reflects the process the Board uses to identify potential conflicts of interest arising out of financial transactions, arrangements or relations between PPL and any related persons. This policy applies to any transaction or series of transactions in which PPL Corporation or a subsidiary is a participant, the amount exceeds $120,000 and a “related person” has a direct or indirect material interest. A related person includes not only the company’s directors and executive officers, but others related to them by certain family relationships, as well asand shareowners who own more than 5% of any class of PPL Corporation’s voting securities. There are no related-party transactions to disclose regarding the company’s directors or executive officers. For information on certain transactions involving the company and its 5% shareowners, see “Stock Ownership” above.
Under the policy, the GNSC conducts a prior review of each related-party transaction, and any material amendment or modification to a related-party transaction, for potential conflicts of interest, and to either (i) approve (or ratify), and, to the extent applicable, provide ongoing GNSC oversight regarding such a transaction, or (ii) prohibit such a transaction if the GNSC determines it to be inconsistent with the interests of the company and its shareowners.
In connection with its review and approval or ratification of a related-party transaction, the GNSC or the Board, as applicable, will consider the relevant facts and circumstances, including:
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We collect information about potential related-party transactions in annual questionnaires completed by directors and executive officers. We also review any payments made by the company or its subsidiaries to each director and executive officer and their immediate family members, and payments made to or received from those companies that either employ a director or an immediate family member of any director or executive officer. In addition, we review any payments made by the company or its subsidiaries to, or any payments received by the company and its subsidiaries from, any shareowner who owns more than 5% of any class of PPL Corporation’s voting securities. The company’s Office of General Counsel determines whether a transaction requires review by the GNSC and transactions that fall within the definition of the policy are reported to the GNSC. The disinterested independent members of the GNSC or the Board, as applicable, review and consider the relevant facts and circumstances and determine whether to approve, prohibit or ratify the related-party transaction. The GNSC or the Board, as applicable, will prohibit a related-party transaction that it determines to be inconsistent with the interests of the company and its shareowners.
PPL CORPORATION |
EXECUTIVE COMPENSATION |
PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
What are you voting on? | The Board of Directors is asking you to vote, in an advisory manner, to approve the |
The Board recommends a vote FOR this proposal, because it believes our compensation policies and practices are effective in achieving their objectives to:
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As required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, our shareowners are being given the opportunity to vote to approve on an advisory, non-binding basis, the compensation of our NEOs. Our executive compensation program reflects the company’s ongoing commitment to pay for performance. Our NEOs’ compensation is aligned with the interests of shareowners and is linked to short- and long-term company performance. For 2022,2023, we based performance-related compensationbase annual cash incentives for the NEOs primarily on (1) corporate earnings per share from ongoing operations as adjusted for compensation purposes, or Corporate EPS, (2) Transition Services Agreement, or TSA, Execution, (3) corporate and business segment operational goals, (3)and (4) individual performance, (4)performance. Beginning in 2022 and continuing in 2023, our performance-based long-term incentives awards were based upon (1) relative total shareowner return, or TSR, (5)(2) corporate earnings growth, or EG, and (6) ESG goals tied to climate-related performance.(3) corporate environmental, social and governance metrics, or ESG. All of our goals align with our commitment to create long-term value for shareowners. In 2022, 85%2023, 86% of the CEO’s target compensation opportunity was “at-risk” and 72% was performance-based. For the CFO, 76%77% of target compensation was “at-risk,” while for the other NEOs, on average, 73%72% of target compensation was “at-risk.”
In considering your vote, you may wish to review the information on PPL’s compensation policies and decisions regarding the NEOs presented in the “Compensation Discussion and Analysis” and “Executive Compensation Tables” beginning on page 38,37, as well as the discussions regarding “Compensation Processes and Procedures” beginning on page 25,26, and “Pay Versus Performance” beginning on page 87.83.
The company currently holds advisory votes on an annual basis. Although the results of the vote are non-binding and advisory in nature, the Board values the opinions of our shareowners and will consider the outcome of the vote when making future decisions on the compensation of our NEOs and about our executive compensation program. In addition, the company is required at least once every six years to submit to shareowners the question of how frequently the company is required to seek shareowner approval of executive compensation, which is included as Proposal 3 in this proxy statement. As a result, unlesscompensation. We currently expect the Board determines otherwise after taking into account the results of the shareowners’next shareowner vote on Proposal 3 in this proxy statement, the next such votefrequency will be held at the company’s 20242029 annual meeting.
The Board of Directors recommends approval of the following resolution:
RESOLVED, that the compensation paid to the company’s named executive officers for 2022,2023, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is approved.
Vote Required for Approval. The affirmative vote of a majority of the votes cast, in person or by proxy, by all shareowners voting as a single class, is required to approve the advisory vote on 20222023 compensation of our NEOs.
Your Board of Directors recommends that you vote FOR Proposal 2. |
36 PPL CORPORATION |
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION VOTES
As required by Section 14A of the Securities Exchange Act of 1934, as amended, the company is submitting for shareowner consideration a separate resolution to determine, in a non-binding advisory vote, whether a shareowner vote to approve the compensation paid to our NEOs (that is, votes similar to the non-binding, advisory vote in Proposal 2 above) should occur every 1, 2 or 3 years. Although the results of the vote are non-binding and advisory in nature, the Board intends to thoughtfully consider the results of this vote.
After careful consideration, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year continues to be the most appropriate policy for the company at this time and, therefore, recommends that you vote for future advisory votes on executive compensation to occur each year.
In formulating its recommendation, our Board recognized that the company’s executive compensation program is designed to promote a long-term connection between pay and performance. Because executive compensation disclosures are made annually, however, the Board considered that an annual advisory vote on executive compensation will allow our shareowners to provide us the most timely input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our shareowners on corporate governance matters and our executive compensation philosophy, policies and practices. We understand that our shareowners may have different views as to what is the best approach for the company, and we look forward to hearing from our shareowners on this proposal.
Vote Required for Approval. A plurality of the votes cast, in person or by proxy, by all shareowners voting as a single class, will determine, on an advisory basis, the preferred frequency of future advisory votes on executive compensation as every 1 year, 2 years, or 3 years.
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EXECUTIVE COMPENSATION
PEOPLE AND COMPENSATION COMMITTEE REPORT
The People and Compensation Committee, or PCC, has reviewed the following Compensation Discussion and Analysis (CD&A) and discussed it with management.
Based on its review and discussions with management, the Compensation CommitteePCC recommended to the Board that the CD&A be incorporated by reference into the company’s Annual Report on Form 10-K for the year ended December 31, 20222023 and included in this Proxy Statement.
People and Compensation Committee
Natica von Althann, Chair
Raja Rajamannar
Craig A. Rogerson
Linda G. Sullivan
Phoebe A. Wood
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
TABLE OF CONTENTS FOR CD&A
Table of Contents for CD&A
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PPL CORPORATION 2024 Proxy Statement 37 |
NAMED EXECUTIVE OFFICERS
For 2022,2023, our named executive officers, or NEOs, were:
Named Executive Officer | Title | |
Vincent Sorgi | President and Chief Executive Officer (CEO) | |
Joseph P. Bergstein, Jr. | Executive Vice President and Chief Financial Officer (CFO) | |
| Executive Vice President and Chief Operating Officer (COO) | |
Wendy E. Stark(2) | Executive Vice President, Chief Legal Officer (CLO), and Corporate Secretary | |
John R. Crockett III(3) | President, LG&E and KU Energy LLC (LKE) | |
Stephanie R. Raymond(4) |
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The 20222023 compensation of these NEOs is explained in the following sections and in the Executive Compensation Tables that follow this CD&A.
20222023 PERFORMANCE ACHIEVEMENTS AND PAY ALIGNMENT
Overview of 2023 Performance
Overview of 2022 Performance
2022 was a remarkable year for PPL, one that redefinedIn 2023, we made significant progress in advancing our company, and positioned PPL to deliver top-tier earnings and dividend growth for years to come. We further focused our strategy to lead the clean energy transition in the regions we serve while keeping energy affordable and reliable for our customers.
Nearly a year after the sale of our former U.K. utility business in June 2021, we closed on our acquisition of The Narragansett Electric Company d/b/a Rhode Island Energy (RIE) in May 2022, completing our strategic repositioning of PPL as a premier, pure-play U.S. regulated utility holding company.
As we executed on our strategic repositioning, we demonstrated our enduring commitment to performance excellence, providing highly reliable energy and exceptional customer service. In addition, we delivered solid financial results and laid the groundwork for robust capital investments to modernize the grid and replace aging coal generation.
At the same time, we set a bold new course to create the utilities of the future a strategy focused on:
Enhancing the reliabilityto deliver safe, reliable, affordable and resiliency of our electriccleaner energy and gas networks through strategic investments.
Advancing a clean energy transition while preserving affordability and reliability for our customers.
Leveraging the best of the best within and outside PPL to drive operational efficiency and delivercreate long-term value for our customers and shareowners.
Included below are additional highlights of our 20222023 performance as we positioned PPL to deliver long-term value for customers and shareowners.
Repositioning PPL for long-term growth and success
Following the sale of PPL’s U.K. utility business at a record valuation in 2021, PPL completed its strategic repositioning with the acquisition of RIE in May 2022. The acquisition enhanced PPL’s scale and added a U.S. utility with substantial growth prospects in a constructive regulatory jurisdiction.
Together, these strategic transactions transformed PPL’s business mix and significantly improved the company’s value proposition:
Removing the risk of foreign operations.
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EXECUTIVE COMPENSATION
Delivering on our Commitments
We established a de-risked and disciplined business plan that advances a safe, reliable, affordable and sustainable energy future while providing investors with an attractive return proposition. In executing this plan, we:
Positioning PPL•
Improving PPL’s credit profile, now•
Enabling centralization of shared services across PPL’s now domestic-only operations to drive savings.
Enabling PPL to deploy a common operating model and leverageExceeded our industry-leading grid innovation across an expanded U.S. footprint to drive added value for customers and shareowners.
At the outset of our strategic repositioning, a clear priority for PPL was improving total shareowner return. With our transactions complete, we believe PPL is now poised to provide compelling total shareowner returns moving forward.
Delivering solid financial results while strengthening our financial foundation
Throughout 2022, we remained committed to delivering on our near-term commitments to shareowners while further developing and refining our plans to drive long-term value.
We exceeded the midpoint of our ongoing earnings forecast1 and achieved a ratings upgrade at Moody’s to Baa1. We presented a balanced investment plan to the Kentucky Public Service Commission to replace nearly 1,500 megawatts of retiring coal generation with reliable, least-cost, cleaner energy sources. And we designed investment plans for our newly acquired RIE to support the state’s leading clean energy goals.
At the same time, we worked throughout the year to update our overall business plan and enhance value for all stakeholders moving forward. The updated plan, which we announced in January 2023:
Extends our 6% to 8% annual EPS and dividend growth projection through at least 2026.
Increases planned capital investments by 20% over the previously announced capital plan, improving annual rate base growth to over 5.5%.
Increases targeted operation and maintenance (O&M) cost savings 15% over previously announced targetstarget of $50-$60 million, ultimately achieving $75 million in annual savings and keeping us on track to deliver at least $175 million throughin annual savings by 2026.
Creating Utilities of the Future
As we delivered on commitments, we also continued to expand the use of data and technology across PPL to optimize asset planning, improve decision-making and deliver better outcomes for customers. Combined with our industry-leading use of smart grid technology, automation and data analytics, we are laying the foundation for a smarter, more resilient, more reliable and more dynamic energy grid.
As we pushed forward with our utility of the future strategy in 2023, we received unanimous approval from the Rhode Island Public Utilities Commission to deploy advanced metering functionality for our Rhode Island Energy (RIE) customers. We currently operate advanced metering functionality in Pennsylvania and are in midst of a systemwide deployment in Kentucky. With the completion of these full deployments, we’ll operate next-generation digital meters across all areas we serve.
38 PPL CORPORATION 2024 Proxy Statement |
In other 2023 highlights, PPL Electric and RIE were selected by the U.S. Department of Energy to receive up to $100 million in federal funding, combined, through the Bipartisan Infrastructure Law for grid modernization projects.
MaintainsOur ongoing investments in system hardening, technology and automation continue to deliver outstanding results for customers, with each of our strong balance sheet and improved credit metrics without the need for equity issuances through at least 2026.
Providing exceptional service and continuous improvement
Always focused on delivering safe, reliable, affordable, sustainable energy, PPL maintainedutilities achieving top-quartile reliability in Pennsylvania and Kentucky during 2022, despite increased storm frequency and severity. Meanwhile, in just seven months of PPL ownership, RIE experienced2023.
Advancing a marked improvement in reliability, achieving its best reliability performance in years.Clean Energy Transition
In terms of customer satisfaction, PPL Electric Utilities Corporation (PPL Electric) and Kentucky Utilities Company (KU) remained top-quartile performers in their respective regions, while KU ranked highest in its region and segment (midsized utilities) in an independent nationwide survey of electric utility residential and business customer satisfaction. In terms of safety, PPL Electric achieved its best performance in history, while our Kentucky operations posted their lowest number of OSHA recordable injuries on record.
Advancing our clean energy strategy on the path to net-zero
In 2022,2023, we also continued to advance our clean energy strategy, which is focused on decarbonizing our Kentucky generation fleet while maintaining reliability and affordability for our customers, positioning the grid as an enabler of clean energy resources, driving energy efficiency and demand-side management driving digital innovation andprograms, investing in research and development, (R&D), and decarbonizing our non-generation operations.
AmongWe achieved a constructive and unanimous decision from the 2022 highlights,Kentucky Public Service Commission (Commission) on our generation investment plans in Kentucky that will allow us to continue serving our customers safely and reliably while supporting economic development. The Commission authorized Louisville Gas and Electric Company (LG&E) and KU filed a planKentucky Utilities Company (KU) to replace 1,500retire 600 megawatts (MW) of aging coal-firedcoal generation or nearly one-thirdand more than 50 MWs of our Kentucky coal fleet,aging peaking units by 2028.2027. The plan includesCommission approved LG&E and KU adding two newan approximately640 MW combined-cycle natural gas plants, nearly 1,000 megawatts of solar generation, 125 megawatts of
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EXECUTIVE COMPENSATION
battery storageplant and more than a dozen new1,000 MW of solar and energy efficiency programs to meet customers’ needs in the most reliable, least-cost fashion. The balanced plan is consistent with our goal to achieve net-zero carbon emissions by 2050.storage.
RIE issued requestsa request for proposals for 600 to 1,000secure up to 1,200 megawatts of offshore wind. This is in addition to RIE's agreement for a 400MW offshore wind project referred to support Rhode Island’s 100% Renewable Energy Standard by 2033.as Revolution Wind Farm, which could begin electricity production in 2026.
We also continued to demonstrate our strong support for clean energy R&D. Overall, we partneredcollaborate with more than 25 organizations30 industry and academic partners on more than 140150 research and development projects. These ongoing projects range from accelerating low-carbon energy technologies to strengthening network resiliency and building the grid of the future.
As a result of our strong focus on research and development (R&D) in 2023, PPL and its research partners were recently selected for a $72 million award by the U.S. Department of Energy Office of Clean Energy Demonstrations to help fund a ground-breaking carbon capture R&D projects. These partnerships are leveraging more thanproject expected to cost in excess of $100 million in federal fundsmillion. The project will include LG&E and includeKU hosting a project to construct an industry-leadingnew carbon capture system at ourthe Cane Run 7 natural gas combined-cycle facility.generating station in Louisville, Kentucky.
AndDriving Operational Efficiencies and Long-term Value
We provided electricity and natural gas safely and reliably to our more than 3.5 million customers, including top-quartile reliability across PPL, despite increased storm frequency and severity, and generation reliability in October,Kentucky that was among the nation’s best.
In addition, we continued to provide a smooth and seamless transition to PPL also announcedmanagement for our RIE customers, completing all planned integration milestones for 2023 and keeping us on pace to end in 2024 our remaining transition services currently provided by National Grid.
As noted above, we exceeded our annual O&M savings target for 2023 through our strong, enterprise-wide focus on technology and business transformation, achieving $75 million in savings from our 2021 baseline. This reinforces our strong focus on affordability for customers as we invest in a strategic partnershipcleaner energy future.
These achievements are a direct result of our laser focus on execution, our disciplined investment strategy and our ability to adjust when challenges arise.
Leading with Elia Group subsidiary WindGrid to jointly developIntegrity and propose innovative transmission solutions to connect future offshore wind to the onshore grid in New England.Passion
Building strong communities and fostering a diverse and inclusive workforce
As always, PPL continued to focusadhere to strong ethical values in everything we do and focused on strengtheningefforts that strengthen the communities we serve in 2022 and fosteringfoster a culture of diversity, equityworkplace where individuals are valued and inclusion (DEI) within PPL.respected.
Overall,We reframed our companiescompany values and foundations contributed more than $13 milliontook additional steps to improve education; advance DEI; promote sustainable communities; and support local programs infurther align our service territories. Our annual employee giving campaigns raised approximately $8 million in pledges and matching contributionsorganizational structure to supportdeliver on our vision to be the United Way and partner agencies. And when floods devastated portions of Eastern Kentucky, we responded quickly, providing financial support to assist Kentucky families and businesses.
Within PPL, we implemented DEI action plans at all of our operating companies in support of our enterprise-wide DEI strategy. In addition, PPL appointed a new Vice President and Chief DEI Officer to lead our overall strategy. Thebest utility company also provided strong support for 16 business resource groups that provide opportunities for employees to network, volunteer and actively address diversity and inclusion issues in the workplace. And across PPL, weU.S.
We continued to make progress in enhancing diversity atcreating a more diverse and inclusive workplace. We filled nearly 1,200 positions last year, of which 34% are women and 18% are minority individuals.
We remained deeply engaged within the communities we serve. Our employees, together with matching grants from the affiliated PPL Foundation and LG&E and KU Foundation, contributed an aggregate of $14 million to support community programs and organizations that improve lives.
In addition to financially supporting our leadership levels.
The above successescommunities, employees also generously volunteer their time and talents. More than 400 employees volunteered their time with more than 30 local nonprofits during our United Way Day of Caring, and many othersemployees volunteer year-round with organizations in 2022 reflect the collective contributionstheir local communities.
PPL CORPORATION 2024 Proxy Statement 39 |
EXECUTIVE COMPENSATION
How We Align PPL’s Compensation Program with Performance
We align our compensation program with corporate strategy through several types of performance-related incentives.
In 2022,Annual cash incentives for the first time, our long-term incentives included awardsNEOs are based upon corporate earnings growth, and environmental, social and governance metrics. We based performance-related compensation for the NEOs primarily on (1) corporate earnings per share from ongoing operations as adjusted for compensation purposes, or Corporate EPS, (2) Transition Services Agreement, or TSA, Execution, (3) corporate and business segment operational goals, (3)and (4) individual performance, (4)performance. Beginning in 2022 and continuing in 2023, our performance-based long-term incentives awards were based upon (1) relative total shareowner return, or TSR, (5)(2) corporate earnings growth, or EG, and (6)(3) corporate environmental, social and governance metrics, or ESG. All of our goals align with our commitment to create long-term value for shareowners.
The selection of measures is given careful consideration, with a view to both short-term and longer-term strategic goals, while focusing on areas most within management’s control. Our annual cash incentive awards measure performance based upon achievement of select financial and operational goals. Earnings are central to our business strategy and a primary focus of the investment community. In 2021, the primary financial metric was changed to Corporate Net Income in light of potential share repurchases following the sale of our U.K. utility business because such repurchases would have affected Corporate EPS in such a way as to make it not an accurate or appropriate metric. For 2022, the corporate financial metric was changed back to Corporate EPS. Corporate EPS performance measures have historically been central to the annual compensation program for our NEOs. TSA Execution goals were added to focus the organization on successfully integrating applications that would allow us to end services provided under the TSA on time and on budget, which is critical for PPL to optimize centralization efforts. Successful completion of these efforts will benefit customers across the organization, as well as help us meet our financial goals and regulatory obligations. For 2022,2023, all NEOs were also compensated based on achievement of operational goals at each business segment as well as individual contributions towards the company’s focus in the areas of safety; diversity, equity and inclusion; employee engagement; environmental stewardship; and the modeling of the company’s corporate values.
Our equity-based awards use relative TSR, EG and ESG metrics to further align executives’ interests with the long-term interests of shareowners. The TSR metric provides a comparison of our three-year TSR performance relative to the companies in the PHLX Utility Sector Index (UTY). The EG metric measures the change in the company’s ongoing earnings over the three-year performance period. The ESG metrics measure three priority ESG measures tied to climate-related performance over the three-year performance period. This approach provides a robust assessment of
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EXECUTIVE COMPENSATION
multiple aspects of our performance and how the market is responding to our current and prospective operational performance in comparison to our peers, which is correlated to market performance.
40 PPL CORPORATION 2024 Proxy Statement |
Although virtually all PPL operations are fully regulated, the company operates in multiple regulatory environments that vary significantly by region. To align our NEOs’ actions with the company’s overall goals, NEO performance objectives are focused on enterprise-wide metrics that measure the financial and operational performance of PPL, as well as operational metrics for its largest business segments during 2022.2023. This provides direct alignment to our goal of increasing shareowner value.
How We Define It | Where We Use It | |||||||
Corporate EPS | • PPL Corporation earnings per share from ongoing operations • Corporate EPS is adjusted for compensation purposes to reflect impacts of merger, acquisition and disposition activity, if any; and regulatory agreements that are economically net neutral • See Annex A for a reconciliation of financial measures presented in accordance with GAAP to non-GAAP measures used for compensation | • Portion of Annual Cash Incentive | ||||||
TSA Execution Goals | • Transition Service Agreement Execution goals which include the successful, on-budget integration of five critical applications that then allow for PPL to end services under the TSA with National Grid. | • Portion of Annual Cash Incentive | ||||||
Corporate Operational Goals | • Operational goals of LKE, PPL Electric and RIE weighted for each business segment (see page | • Portion of Annual Cash Incentive | ||||||
Business Segment Operational Goals | • Operational goals for each of LKE, PPL Electric and RIE (see page | • Portion of Annual Cash Incentive | ||||||
Individual Performance | • Individual performance goals for each NEO based upon results and personal leadership in the areas of (i) safety, (ii) diversity, equity and inclusion, (iii) employee engagement, (iv) environmental stewardship, and (v) the modeling of PPL corporate values | • Portion of Annual Cash Incentive | ||||||
TSR | • Total shareowner return, which is a combination of share price appreciation and accrued dividends measured over the three-year performance period • Performance assessed relative to companies in the UTY | • Performance Units • Portion of long-term incentive, or LTI, compensation | ||||||
EG | • Corporate earnings growth, which is the compound annual growth rate of ongoing earnings over the three-year performance period. For | • Performance Units • Portion of LTI compensation | ||||||
ESG | • Three priority corporate environmental, social and governance metrics focused on climate-related performance measures over the three-year performance period | • Performance Units • Portion of LTI compensation | ||||||
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EXECUTIVE COMPENSATION
Further information about the targets that apply to specific awards for each NEO is set out in “2022“2023 Named Executive Officer Compensation” beginning on page 4746 of this CD&A.
A substantial portion of NEO compensation is delivered in the form of equity, and our senior executives are subject to Executive Equity Ownership Guidelines as described on page 61.60. These practices directly align our compensation structure with our performance by linking NEO compensation to share price appreciation and sustainable long-term shareowner value creation.
PPL CORPORATION 2024 Proxy Statement 41 |
Changes to the Compensation Program for 20222023 and 2024
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20222023 Pay andPerformance
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We provide further details of these matters throughout this CD&A and particularly in “2022“2023 Named Executive Officer Compensation” beginning on page 47.46.
In response to shareowner feedback, for the first time in 2022 and continuing in 2023, our long-term incentives included awards based on EG and ESG metrics. The Compensation CommitteePCC also considered the results of the last shareowner advisory vote on executive compensation, as well as market review and benchmarking by FW Cook, when reviewing potential changes to PPL’s executive compensation program. PPL received a shareowner voteapproval of over 92%96% of the shares voted in support of the compensation of our NEOs in response to our say-on-pay proposal at the company’s 20222023 Annual Meeting.
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EXECUTIVE COMPENSATION
During our annual engagement efforts in the fall of 2022,2023, we discussed our newclean energy strategy, our compensation program and our corporate governance practices with a number of our shareowners. See “Shareowner Engagement” beginning on page 21 for annual outreach efforts. Of note, our shareowners indicated that disclosing a compensation peer group would provide additional clarity. The responses were favorable, including support for long-term incentives based on EG and ESG metrics.
In consideration of the above,shareowner feedback, the Compensation CommitteePCC identified a compensation peer group for the 2024 compensation program and otherwise determined that our executive compensation philosophy, compensation objectives and program design remain appropriate andappropriate. Otherwise, the PCC decided not to make significant changes to the core design of our program for 2023.2024.
42 PPL CORPORATION 2024 Proxy Statement |
OVERVIEW OF PPL’S EXECUTIVE COMPENSATION PROGRAM FRAMEWORK
Our executive compensation program reflects PPL’s ongoing commitment to pay-for-performance, with executive compensation aligned to shareowner interests and linked to short- and long-term company performance.
Aligning Employees and Compensation StrategiesStrategies with Our Corporate Strategic Framework
PPL’s corporate strategic framework provides the basis for determining annual and longer-term performance goals and objectives under our executive compensation program.
The performance goals that PPL has established reinforce the core features of our operational mission to provide safe, affordable, reliable, sustainable energy to our customers, as well as our enhanced focus on advancing the clean energy transition. If we are effective in these areas, our underlying performance should increase shareowner value. Our executive compensation program is structured to reward our executives for performance toward these goals.
Elements of NEO Compensation
The executive compensation program is composed of three key elements — base salary, an annual cash incentive and long-term equity incentives — which make up total direct compensation.
Compensation Element |
| Purpose | Features | Performance Measures and Time Horizon | ||||||||||||||
Base Salary |
| To reward sustained performance, experience, value in the market and to PPL, and individual skills, knowledge and behaviors |
| • |
| • Review annually individual performance and market position | ||||||||||||
Annual Cash Incentive |
| To motivate and reward corporate performance over the short term |
| • Paid in cash • Combination of corporate financial performance, TSA Execution, corporate and business segment operational performance, and individual performance • Capped at two times target payout for top performance |
| • Financial measures, or Corporate EPS, TSA Execution goals, business segment operational goals, and individual goals • One-year performance period | ||||||||||||
PPL CORPORATION 2024 Proxy Statement 43 |
Compensation
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EXECUTIVE COMPENSATION
Element |
| Purpose | Features | Performance Measures and Time Horizon | ||||||||||||||
Long-term Equity Incentives | ||||||||||||||||||
Performance Units Based on TSR, EG and ESG |
| To align shareowner and executive interests and to drive sustainable growth over the long term |
| • Vests between 0% and 200% of target payout, subject to certification of performance at the end of the three-year performance period • Payable in shares of PPL common stock • Dividends accrue quarterly in the form of additional performance units, and vest according to the applicable level of achievement of the performance goal, if any • Represents 80% of the total long-term equity incentive opportunity |
| • 50% relative TSR, using the UTY over • 25% EG, based on the change in the company’s ongoing earnings over • 25% ESG metrics, with a focus on climate-related performance over • Three-year performance period |
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Restricted Stock Units | To align shareowner and executive interests while rewarding and encouraging retention | • Payable in shares of PPL common stock • Dividends accrue quarterly in the form of additional restricted stock units, but are not paid unless and until underlying award vests • Represents 20% of the total long-term equity incentive opportunity | • Time based • Restricted for three years following grant | |||||||||||||||
In addition, the NEOs receive modest perquisites, such as executive physicals, financial planning, and tax preparation services and matching charitable contributions, as well as certain retirement benefits. Executive officers may also receive periodic residential security system upgrades, relocation benefits, certain retirement benefits, company car, and relocation benefits.tickets to local sporting and entertainment events. For additional information, see “Other Elements of Compensation” section beginning on page 58.56.
The PPL compensation framework places a heavy emphasis on performance-based pay through the use of annual and long-term performance-based compensation elements. In 2022, 85%2023, 86% of the CEO’s target compensation opportunity was “at-risk” and 72% was performance-based. For the CFO, 76%77% of target compensation was “at risk,“at-risk,” for the other NEOs, on average, 73%72% of target compensation was “at risk.“at-risk.”
44 PPL CORPORATION |
The following charts illustrate the 20222023 elements of compensation divided among base salary, target annual cash incentive and target long-term incentive opportunity.
Elements of Compensation as a Percentage of Target Total Direct Compensation — |
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Process for Setting Executive Compensation
As part of its duties, there are a number of activities the Compensation CommitteePCC undertakes each year in reviewing the operation and effectiveness of the executive compensation program.
Use of MarketMarket Data
The Compensation CommitteePCC uses market compensation data from the Willis Towers Watson General Industry Executive Compensation Survey as one of several criteria when reviewing individual NEO compensation levels. The survey data provide a large sample size resulting in more consistent and reliable market comparisons. Although the survey participants can vary slightly from year to year, the large nature of the sample size minimizes the risk that this change could distort general market trends. The market data are adjusted to appropriately reflect our size.
The Compensation CommitteePCC also uses information on compensation practices from a selectan informal group of industry companies, which includes public utilities with revenue, market capitalization and enterprise value that are generally between one-half to two times those of PPL. For 2024, the PCC adopted a formal compensation peer group.
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For additional insight into executive compensation practices, the Compensation CommitteePCC directed Frederic W. Cook & Co., Inc., or FW Cook, the Compensation Committee’s independent compensation consultant, to conduct an executive market assessment and present market findings to the Compensation Committee.PCC. When determining 20222023 compensation for our NEOs, the Compensation CommitteePCC considered these compensation data points.
Establishing PerformancePerformance Targets
Each year, the Compensation CommitteePCC reviews and sets the performance targets that apply to incentive awards. This process is particularly important in seeking to ensure alignment between pay and performance over short- and long-term periods. Incentive targets are aligned with annual business plans and budgets. The Compensation CommitteePCC sets goals that it deems to be rigorous but attainable with strong performance.
In setting the PPL Corporate EPS performance target for compensation purposes for 2022,2023, the Compensation CommitteePCC reviewed comprehensive data and systematically assessed PPL’s targets by considering the following.
following:
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•
•
In setting the targets for the business segments, the Compensation CommitteePCC considers historical business segment performance and segment business plans that support PPL’s earnings forecasts for the coming year, as well as key operational metrics to support our mission of providing safe, affordable, reliable, sustainable energy to our customers and competitive, long-term returns to our shareowners. This information is used to set goals that are considered challenging and competitive within the industry. The targets for the 20222023 awards were reviewed during the first quarter of 20222023 and are summarized beginning on page 48.in the following sections.
20222023 NAMED EXECUTIVE OFFICER COMPENSATION
Base Salary
Base Salary
Each year, the Compensation CommitteePCC reviews base salary in the context of responsibilities, experience, value in the market and to PPL, sustained individual performance and internal parity to determine whether an executive’s base salary will be increased. In reaching a decision, the Compensation CommitteePCC reviews market compensation data and whether each executive’s current salary is competitive and commensurate with their performance, skills and experience.
In 2022,2023, the Compensation CommitteePCC approved base salary increases of 3% effective January 1, 2022 ranging from 3%2023 for each NEO, except Mr. Sullivan who was promoted to 5%.COO as of January 1, 2023. The table below reflects base salary increases during the year.
Name
| 2021 Year-End Salary
| 2022 Salary
| % Change
| 2022 Year-End Salary | 2023 Salary | % Change | |||||||||||
Vince Sorgi | $1,133,000 | $1,166,990 | 3.0% | $ | 1,166,990 |
| $ | 1,202,000 |
| 3.0% | |||||||
Joe Bergstein | 632,500 | 651,475 | 3.0% |
| 651,475 |
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| 671,019 |
| 3.0% | |||||||
Greg Dudkin | 740,000 | 762,200 | 3.0% | ||||||||||||||
Fran Sullivan |
| — |
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| 620,000 |
| — | ||||||||||
Wendy Stark | 525,000 | 551,250 | 5.0% |
| 551,250 |
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| 567,788 |
| 3.0% | |||||||
John Crockett | 475,000 | 489,250 | 3.0% |
| 489,250 |
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| 503,928 |
| 3.0% | |||||||
Steph Raymond |
| 453,200 |
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| 466,796 |
| 3.0% | ||||||||||
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EXECUTIVE COMPENSATION
Individual base salaries for each of the NEOs were generally adjusted to bring salaries in line with market and maintain market competitiveness. Additionally, the following points are noted:
Messrs. Sorgi, Bergstein, Dudkin, and Crockett each received a 3.0% increase in base salary in January 2022 to maintain market competitiveness aligned with their performance, skills and experience in their positions.
Ms. Stark received a 5.0% increase to maintain market competitiveness and to recognize growth in her position in her first full year with the company.
46 PPL CORPORATION 2024 Proxy Statement |
20222023 Annual Cash Incentive Awards
The annual cash incentive awards measure and reward performance against the company’s financial and operational goals for the year and the individual contributions towards the achievement of those goals. The company's financial performance must meet a minimum financial performance level for any NEO annual cash incentive payouts to occur. No annual cash incentive award would have been made to NEOs for 2023 if Corporate EPS had been below a funding gate of $1.48 regardless of achievement levels attained for the other measures. The measures used to assess management’s success in executing the company’s strategy and initiatives were (1) Corporate EPS, (2) TSA Execution, (3) corporate operational goals that include all three business segments weighted for thetheir relative forecasted contribution to EPS, (3)(4) business segment operational goals (if applicable), and (4)(5) individual performance. These measures align with our goals of increasing shareowner value and were set and communicated to the NEOs in the first quarter of 2022.2023.
In summary, the performance measures for 20222023 were as follows:
| 2022 PPL Cash Incentive Goal Weighting | |||||||||||||
2023 PPL Cash Incentive Goal Weighting | 2023 PPL Cash Incentive Goal Weighting | ||||||||||||
| Corporate Financial | TSA | Operational Performance | Individual | |||||||||
| Name | Corporate Financial Performance | Operational Performance | Individual Performance | Performance (EPS) | Execution | Corporate | Business | Performance | |||||
| Corporate | Business Segment | Vince Sorgi | 65% | 15% | 10% | — | 10% | ||||||
Vince Sorgi
| 70%
| 20%
| —
| 10%
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Joe Bergstein
| 70%
| 20%
| —
| 10%
| 65% | 15% | 10% | — | 10% | ||||
Greg Dudkin
| 70%
| 20%
| —
| 10%
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Fran Sullivan | 65% | 15% | 10% | — | 10% | ||||||||
Wendy Stark
| 70%
| 20%
| —
| 10%
| 65% | 15% | 10% | — | 10% | ||||
John Crockett
| 60%
| 10%
| 20%
| 10%
| 55% | 15% | 10% | ||||||
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Corporate EPS | ||||||||||||||||||
For compensation purposes, annual cash incentive awards are based, in part, on PPL Corporation earnings per share from ongoing operations as adjusted for compensation purposes, to reflect impacts of merger, acquisition and disposition activity, if any, and regulatory agreements that are economically net neutral (see Annex A for a description of the adjustments). In January |
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The percent of target opportunity earned in relation to PPL’s Corporate EPS goal was No payout for the corporate financial goal would have been made to NEOs for No annual cash incentive award would have been made to NEOs for | ||||||||||||||||||
Corporate TSA Execution Goal Performance
2023 Corporate TSA Execution Goal | ||||||
Goal Summary Statement | Target | Actual | Attainment | Goal | Goal | Adjusted Goal Score |
IT Critical TSA Application Go-Live | 3 of 5 by | 5 of 5 by | 200.00% | 50% | 100.00% |
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Total TSA Budget (millions) | $72.00 | $56.00 | 200.00% | 50% | 100.00% |
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Total Corporate TSA Execution Attainment | 200% | 175% | ||||
Upon PPL's acquisition of RIE in 2022, RIE entered into a transition services agreement, or TSA, with the seller National Grid U.S. and its affiliate (National Grid) pursuant to which National Grid has agreed to provide certain transition services while PPL completes several phases of system and operations integration. The TSA was entered for an initial two-year term and certain aspects have been extended to the third quarter of 2024. The full integration of RIE and successful exit from the services provided under the TSA is a priority for the company. In 2023, new TSA
48 PPL CORPORATION 2024 Proxy Statement |
Execution goals were added to the annual cash incentive plan to help focus the organization on the successful and on-budget transition of five important applications by December 31, 2023 that were critical to the successful and timely integration of RIE into the PPL structure and the termination of services under the TSA. The company performed extremely well on the time and budget metrics, with the successful, under-budget integration of all five applications by October 2023, earlier than the target date of December 2023, resulting in maximum attainment for these metrics. However, due to other challenges related to the TSA, the PCC exercised negative discretion to reduce the payout to a 175% adjusted attainment.
Corporate Operational Goal Performance
2023 PPL Operational Performance | ||||||||
Goal Summary Statement | Target | Actual | Attainment | Goal | Goal | Adjusted Goal Score(1) | Corporate | Corporate |
LKE |
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Achieve J.D. Power Residential Electric Customer Satisfaction targeted rating | Mid 2nd Quartile Nationally | 719.05 | 101.88% | 30% | 30.56% |
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Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target(2) | 0.810 | 0.700 | 190.91% | 30% | 57.27% |
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Achieve Equivalent Forced Outage Rate (EFOR) goal target(2) | 2.50% | 1.64% | 186.00% | 10% | 18.60% |
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Achieve Equivalent Availability Factor (EAF) goal target | 86.30% | 87.71% | 133.57% | 10% | 13.36% |
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Achieve Gas Leak Response Time goal target - On-Hours | 35.50 | 30.60 | 200.00% | 10% | 20.00% |
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Achieve Gas Leak Response Time goal target - Off-Hours | 32.70 | 31.40 | 181.25% | 10% | 18.13% |
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Total Operational Performance for LKE |
| 157.92% | 150.02% | 44% | 66.01% | |||
PPL Electric |
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Achieve J.D. Power Residential Electric Customer Satisfaction targeted rating | 1st Quartile Nationally | 714.85 | 63.80% | 40% | 25.52% |
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Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target(2) | 0.700 | 0.642 | 168.93% | 60% | 101.36% |
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Total Operational Performance for PPL Electric |
| 126.88% | 120.53% | 45% | 54.24% | |||
RIE |
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Achieve J.D. Power Residential Electric Customer Satisfaction targeted rating | Average 4th Quartile Nationally | 661.77 | 121.19% | 20% | 24.24% |
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Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target(2) | 0.880 | 0.669 | 200.00% | 40% | 80.00% |
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Achieve Gas Leak Response Time goal target - On-Hours | 92.00% | 97.80% | 200.00% | 20% | 40.00% |
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Achieve Gas Leak Response Time goal target - Off-Hours (No Payout if any significant event occurs)(2) | 94.40% | 98.50% | 200.00% | 20% | 40.00% |
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Total Operational Performance for RIE |
| 184.24% | 175.03% | 11% | 19.25% | |||
Total Weighted Corporate Operational Performance |
| 100% | 139.50% | |||||
(1) The PCC exercised negative discretion to reduce each business segment's total operational goal score by 5%, such that they received 95% of the actual goal attainment, as shown in the Adjusted Goal Score column. This reduction was made to recognize challenges related to contractor safety, customer service and operational integration.
(2) For these measures, a lower actual result is better.
PPL CORPORATION |
Customer Satisfaction
2022 PPL Operational Performance
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| Goal Summary Statement | Target | Actual Results | Attainment Score | Goal Weight | Goal Score | Corporate Weight |
Corporate
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LKE | ||||||||||||||||||||
Achieve J.D. Power Residential Electric Customer Satisfaction targeted rating | 1st Q | 741.73 |
| 86.30% |
| 40% | 34.52% | |||||||||||||
Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target* | 0.840 | 0.847 |
| 96.76% |
| 30% | 29.03% | |||||||||||||
Achieve Equivalent Forced Outage Rate (EFOR) goal target* | 1.87% | 2.74% |
| 72.29% |
| 10% | 7.23% | |||||||||||||
Achieve Equivalent Availability Factor (EAF) goal target | 85.37% | 86.31% |
| 135.34% |
| 10% | 13.53% | |||||||||||||
Achieve Gas Leak Response Time goal target - On-Hours (No Payout if any significant event occurs) | 51.50% | 53.80% |
| 161.11% |
| 5% | 8.06% | |||||||||||||
Achieve Gas Leak Response Time goal target - Off-Hours (No Payout if any significant event occurs) | 86.00% | 86.40% |
| 109.09% |
| 5% | 5.45% | |||||||||||||
Total Operational Performance for LKE | 97.82% | 47% | 45.98% | |||||||||||||||||
PPL Electric
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Achieve J.D. Power Residential Electric Customer Satisfaction targeted rating | 1st Q | 749.55 |
| 118.37% |
| 50% | 59.19% | |||||||||||||
Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target* | 0.650 | 0.738 |
| 0.00% |
| 50% | 0.00% | |||||||||||||
Total Operational Performance for PPL Electric | 59.19% |
| 48% |
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| 28.41% |
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EXECUTIVE COMPENSATION
2022 PPL Operational Performance
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| Goal Summary Statement | Target | Actual Results | Attainment Score | Goal Weight | Goal Score | Corporate Weight |
Corporate
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RIE
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| Achieve J.D. Power Residential Electric Customer Satisfaction targeted rating | Avg Midsize East 694.6 | 640.03 | 19.56% | 40% | 7.82% | |||||||||||||
Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target* | 0.920 | 0.814 | 158.89% | 30% | 47.67% | |||||||||||||
Achieve Gas Leak Response Time goal target - On-Hours (No Payout if any significant event occurs) | 94.02% | 97.71% | 200.00% | 15% | 30.00% | |||||||||||||
Achieve Gas Leak Response Time goal target - Off-Hours (No Payout if any significant event occurs) | 94.38% | 98.61% | 200.00% | 15% | 30.00% | |||||||||||||
Total Operational Performance for RIE | 115.49% |
| 5% |
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| 5.77% |
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Total Weighted Corporate Operational Performance |
| 100% |
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| 80.16% |
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Customer Satisfaction
Beginning in 2022, theThe Customer Satisfaction goal for each business segment is measured by J.D. Power Residential Satisfaction Survey. J.D. Power provides a standardized scoring and methodology for comparison across business segments. The focus is on electric residential to ensure consistency across dissimilar mixes of customer bases. Positional scores (average in region, quartiles, etc.) utilize raw utility scores and do not use the J.D. Power weighted methodology.
LKE’s Customer Satisfaction achievement was slightly above target, resulting in a payout of this measure at 101.88%. PPL Electric’s Customer Satisfaction achievement was below target resulting in a payout of this measure at
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EXECUTIVE COMPENSATION
Reliability - SAIFI
Beginning in 2022, theThe primary electric reliability goal for each business segment is measured by non-storm System Average Interruption Frequency Index, or SAIFI. Each non-storm SAIFI target is based on an industry-recognized metric used to measure reliability by electric utilities. The metric measures the average number of interruptions per customer, based on standards set by the Institute of Electrical and Electronics Engineers (IEEE), with the objective of achieving the lowest possible actual result. The annual target is set based on previous performance and current management expectations.
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| All three business segments delivered very strong, first quartile reliability in |
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Reliability – EFOR / EAF
LKE’s EFOR is the measurement of the percent of steam generation not available due to forced outages or reduction in generation output, with the objective of achieving the lowest possible actual result. Targets are set using historical regional results to drive optimal business performance. LKE’s exceptional performance | |||
LKE’s EAF measures the ratio of a given period in which a generating unit is available without any outages or reductions in capacity. It is calculated by summing the available capacity of a unit on an hour-by-hour basis and comparing that sum to its rated capacity. LKE performed exceptionally well, resulting in a payout of this measure at |
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50 PPL CORPORATION 2024 Proxy Statement |
Public Safety – Gas Leak Response Time
For our business segments with gas operations, LKE and RIE, the gas leak response time metrics measuresmeasure the utility’s response to the potential hazard of a gas leak, which is critical to public safety. ThisFor LKE, this metric is a measurement of the average response time, in minutes, for on-hours and off-hours. For RIE, this metric is a measurement of the total leak response success rate, defined as arriving at the affected locations within thirty minutes on-hours and withingwithin forty-five minutes off-hours. Annual targets were set based upon previous performance, current management expectations and regulatory mandated performance. If any significant event would have occurred in 2022,2023, there would have been no payout on this portion of the operational goals.
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| LKE achieved a gas leak response time attainment above target for both on-hours and off-hours, resulting in a payout of | |
RIE achieved above maximum performance for both on-hours and off-hours gas leak response time, resulting in a maximum payout of 200% for both measures. RIE has stringent regulatory requirements for gas leak response at |
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EXECUTIVE COMPENSATION
Final Operational Goal Attainment For 2023, the PCC exercised negative discretion to reduce each business segment's total operational goal score by 5%, resulting in a final payout of 95% of the actual goal attainment. This reduction was made to recognize challenges related to contractor safety, customer service and operational integration. The final weighted attainment, | 
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Safety at PPL
PPL is committed to the health, safety and welfare of its employees and of those with whom we do business. Because safety is an integral part of our values and culture, beginning in 2021 leadership"leadership in safetysafety" was included as a component of the individual performance portion of annual cash incentive awards for NEOs. As recommended by OSHA, the "leadership in safety" portion of cash incentive awards was not based on OSHA recordable injury rate, which could inhibit reporting of injuries. Additionally, in the event of an employee fatality, the Compensation CommitteePCC may exercise negative discretion as to cash incentive payouts.
Individual Performance
NEOs have an individual goals portion of the annual cash incentive awards weighted at 10% of the total annual incentive. Goal achievement was assessed by the Compensation CommitteePCC in January following the performance year, based on results and personal leadership in the areas of safety; diversity, equity and inclusion; employee engagement; environmental stewardship; and the modeling of PPL corporate values. Consistent with other goals, individual performance was assessed using a scale of 0-200% of target. The evaluation was holistic and considered, in part, absolute and relative performance, improvement or decline during the performance period and headwinds/tailwinds experienced.
PPL CORPORATION 2024 Proxy Statement 51 |
In determining that
In determining that plan and transformation management office.
In determining that acquisition, including support for PPL's initiative to end services provided under the TSA.
In determining that
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EXECUTIVE COMPENSATION
Individual Annual Cash Incentive Awards for 20222023 Performance
The following annual incentive awards were approved by the Compensation CommitteePCC for 2022 performance and ranged from 126.08%2023 performance. As discussed further below under "Separation Agreement for Ms. Raymond" on page 62, Ms. Raymond received a cash payment at target in lieu of target to 134.03% of target:her annual cash incentive award.
Weight x Goal Results |
| Earned Award | |||||||||||||||||
Name | Corporate Financial
| TSA | Operational Performance | Individual | 2023 | ||||||||||||||
| Execution | Corporate | Business | Performance | Award | ||||||||||||||
Vince Sorgi | 65% x 116.67% | 15% x 175% | 10% x 139.50% | — | 10% x 180% | 134.03% | |||||||||||||
Joe Bergstein | 65% x 116.67% | 15% x 175% |
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| 10% x 139.50% | — | 10% x 180% |
134.03% | |||||||||||
Fran Sullivan | 65% x 116.67% | 15% x 175% | 10% x 139.50% | — | 10% x 180% | 134.03% | |||||||||||||
| 65% x 116.67% | 15% x 175% |
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| 10% x 139.50% | — | 10% x 180% | 134.03% | |||||||||||
| 55% x 116.67% | 15% x 175% | 10% x 139.50% | 10% x 150.02% | 10% x 150% |
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134.37% | |||||||||||||||
This resulted in the following approved annual cash incentive awards approved for the NEOs:awards:
| Name | 2022 Salary
|
Target Opportunity (% of Base Salary) |
2022 Earned | 2022 Annual Cash Incentive Award | 2023 | Target Opportunity | 2023 | 2023 | ||||||||||||||||||||||||||||||||
Vince Sorgi | $1,166,990 | 125% | 131.53% | $1,918,678 | $ | 1,202,000 |
| 125% | 134.03% | $ | 2,013,800 |
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Joe Bergstein | 651,475 | 80% | 134.03% | 698,538 |
| 671,019 |
| 80% | 134.03% |
| 719,494 |
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Greg Dudkin | 762,200 | 80% | 129.03% | 786,773 | ||||||||||||||||||||||||||||||||||||
Fran Sullivan |
| 620,000 |
| 80% | 134.03% |
| 664,789 |
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Wendy Stark | 551,250 | 80% | 133.03% | 586,662 |
| 567,788 |
| 80% | 134.03% |
| 608,804 |
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John Crockett | 489,250 | 60% | 126.08% | 370,108 |
| 503,928 |
| 70% | 134.37% |
| 473,989 |
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Steph Raymond |
| 466,796 |
| 70% | 100.00% |
| 326,757 |
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52 PPL CORPORATION 2024 Proxy Statement |
2023 Long-term Equity Incentive Award Grants
The purpose of the long-term incentive program is to align our executives’ interests with those of shareowners by providing long-term equity incentives that are earned based on company performance. This goal is achieved through two distinct equity awards — performance units and restricted stock units. Performance units tie compensation to the financial performance, share price of PPL and corporate strategy based on TSR, EG and ESG performance measured over a three-year performance period. Restricted stock units align shareowner and executive interests while rewarding and encouraging retention.
Target Opportunity (% of Base Salary)
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Name
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Total
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20%
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40% (Based on TSR)
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20% (Based on EG)
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20% (Based on ESG)
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Vince Sorgi | 475% | 95% | 190% | 95% | 95% | |||||
Joe Bergstein | 240% | 48% | 96% | 48% | 48% | |||||
Greg Dudkin | 250% | 50% | 100% | 50% | 50% | |||||
Wendy Stark | 200% | 40% | 80% | 40% | �� | 40% | ||||
John Crockett | 160% | 32% | 64% | 32% | 32% | |||||
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Total LTI Target Opportunity (% of Base Salary) | |||||
Name | 2023 | 20% | 40% | 20% | 20% |
Vince Sorgi | 500% | 100% | 200% | 100% | 100% |
Joe Bergstein | 275% | 55% | 110% | 55% | 55% |
Fran Sullivan | 200% | 40% | 80% | 40% | 40% |
Wendy Stark | 225% | 45% | 90% | 45% | 45% |
John Crockett | 160% | 32% | 64% | 32% | 32% |
Steph Raymond | 165% | 33% | 66% | 33% | 33% |
EXECUTIVE COMPENSATION
The Compensation CommitteePCC customarily grants the annual long-term incentive awards at its regularly scheduled January meeting. Consistent with our compensation program, off-cycle awards may be made from time-to-time, for example, on the date of hire, appointment or promotion of an executive officer. No off-cycle awards were made in 2022.2023.
20222023 Restricted Stock Unit Grants (20% of Total LTI)
Restricted stock units are PPL stock-equivalent units representing a future delivery of a specified number of shares of PPL common stock at the end of three years. The value of the shares that may ultimately vest may be greater than or less than the targeted value, depending on future increases or decreases in PPL’s common stock share price.
Restricted Stock Unit Awards Granted in 2022(1)
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Restricted Stock Unit Awards Granted in 2023(1) | Restricted Stock Unit Awards Granted in 2023(1) | |||||||||||||||||||||
Name | 2022 Base Salary |
Target (% of Salary)
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Target Value |
Units | 2023 | Target | Target Value | Units | ||||||||||||||
Vince Sorgi | $1,166,990 | 95% | $1,108,641 | 37,774 | $ | 1,202,000 |
| 100% | $ | 1,202,000 |
| 40,996 | ||||||||||
Joe Bergstein | 651,475 | 48% | 312,708 | 10,655 |
| 671,019 |
| 55% |
| 369,060 |
| 12,588 | ||||||||||
Greg Dudkin | 762,200 | 50% | 381,100 | 12,985 | ||||||||||||||||||
Fran Sullivan |
| 620,000 |
| 40% |
| 248,000 |
| 8,459 | ||||||||||||||
Wendy Stark | 551,250 | 40% | 220,500 | 7,513 |
| 567,788 |
| 45% |
| 255,505 |
| 8,715 | ||||||||||
John Crockett | 489,250 | 32% | 156,560 | 5,335 |
| 503,928 |
| 32% |
| 161,257 |
| 5,500 | ||||||||||
Steph Raymond |
| 466,796 |
| 33% |
| 154,043 |
| 5,254 | ||||||||||||||
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20222023 Performance Unit Award Grants (80% of Total LTI)
The performance units awarded in 20222023 were designed to align the interests of our NEOs with those of our shareowners by directly linking NEO pay with sustained long-term company performance over a designated performance period. Performance units granted in 20222023 were calculated based on 20222023 salary.
PPL CORPORATION 2024 Proxy Statement 53 |
Target award values are established at the start of the year, and the actual number of shares that an NEO receives is contingent on PPL’s TSR performance relative to the companies in the UTY, the company’s EG performance and three primary ESG metrics, as follows.
Performance Units – TSR (50% of the performance units granted)
 |
| TSR combines the impact of share price movement and reinvested dividends during the three-year performance period from January 1, The |
To achieve the target TSR award value granted in 2022,2023, PPL’s TSR performance must be at or above the 50th percentile relative to the companies in the UTY at the end of the three-year performance period.
At the end of the performance period, awards can range from 0% to 200% of target depending on relative performance. TSR awards are forfeited if PPL ranks below the 25th percentile of the companies in the UTY at the end of the three-year period.
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EXECUTIVE COMPENSATION
Performance Units – EG (25% of the performance units granted)
 |
|
| EG performance metrics are intended to further align executive compensation with PPL’s key strategic objective of earnings growth. Payout of the EG performance units will be based on the earnings growth above the projected midpoint of ongoing earnings for the three-year performance period for PPL. For |
At the end of the three-year performance period from | |||
| January 1, | |||
EG performance units can be paid up to 200% of target or not paid if performance is below the minimum established performance threshold. To achieve the target EG award value granted in 2022,2023, PPL’s EG performance must be at 6% at the end of the three-year performance period. EG awards are not paid if PPL’s EG is below 3% at the end of the three-year period.
Performance Units – ESG (25% of the performance units granted)
Beginning in 2022, PPL also added performance units based on environmental, social and governance metrics to its executive compensation mix. ESG performance units align executive compensation with PPL’s clean energy transition strategy.
Payout of the ESG performance units will be based on (1) reductions in company vehicle emissions over the three-year performance period in furtherance of the overall PPL goal of electrifying 100% of light-duty vehicles and 50% of medium/heavy duty vehicles by 2030, (2) reductions in building energy use in Pennsylvania and Kentucky over the three-year performance period, measured by gigawatt hours (GWh) energy use in Pennsylvania and Kentucky and Billion British Thermal Units (BBtu) energy use in Kentucky, and (3) the retirement of Mill Creek Unit 1, a coal-fired generating facility in Kentucky, by December 31, 2024.2025. For this metric, retirement of this coal plant means that it will no longer produce energy from coal.
The retirement of Mill Creek Unit 1 was also included as a metric in the 2022 performance-based ESG performance units can be paid upgrants with a target retirement date of December 31, 2024 and a weighting of 75%. The PCC determined it was important to 200% ofinclude this metric in the Target Award2023 grants in the event regulatory delays or not paid if performance is below the minimum established performance threshold.other
2022 Performance Units - ESG Metrics
| ||||||||||||||
| Performance Measure |
Goal |
0% |
50% |
100% |
150% |
200% | ||||||||
Achieve Cumulative Electrified Fleet Vehicle target (1) | 5.00% | 304 | 333 | 362 | 397 | 432 | ||||||||
Achieve Building GWh Energy Use Target | 16.75% | 91.2 | 90.5 | 89.8 | 89.1 | 88.5 | ||||||||
Achieve Building BBtu Energy Use Target | 3.25% | 290 | 288 | 286 | 284 | 282 | ||||||||
Retirement of Mill Creek Unit 1 by 12/31/2024
|
| 75.00%
|
| Not Complete
| —
| —
| —
| Complete
| ||||||
|
|
extenuating circumstances result in Mill Creek Unit 1 retirement occurring in 2025 or later. To focus the executive team on a retirement of Mill Creek Unit 1 by the end of its economic useful life, this metric was included in the 2023 performance-based ESG awards with a reduced weight of 50%, and payout potential capped at 100% for retirement prior to December 31, 2024 and 150% for retirement between January 1, 2025 and December 31, 2025. If successful retirement of Mill Creek Unit 1 occurs prior to December 31, 2024, the payout for the 2023 award is capped at 100% because this portion of the 2022 award would have already met the performance condition and paid out at 200%.
Because the Mill Creek Unit 1 metric is capped at 150% of target payout rather than 200% like the other measures, the maximum payout for the 2023 ESG performance units is 175%.
2023 Performance Units - ESG Metrics | ||||||
Performance Measure | Goal | 0% | 50% | 100% | 150% | 200% |
Achieve Cumulative Electrified Fleet Vehicle target(1) | 10% | 13.7% | 15.2% | 16.8% | 19.2% | 21.6% |
Achieve Building GWh Energy Use Target | 30% | -15.4% | -16.1% | -16.7% | -17.3% | -18.0% |
Achieve Building BBtu Energy Use Target | 10% | -12.4% | -13.1% | -13.7% | -14.3% | -15.0% |
Retirement of Mill Creek Unit 1 by 12/31/2025 | 50% |
|
| Complete by 12/31/2024 | Complete by 12/31/2025 |
|
The Compensation CommitteePCC granted the following performance unit awards for 20222023 subject to PPL’s performance on TSR, EG and ESG over the 2022-20242023-2025 performance period.
Performance Unit Awards Granted in 2022(1) 50% TSR, 25% EG, and 25% ESG
| ||||||||||||||||||||||||||||||||
Performance Unit Awards Granted in 2023(1) | Performance Unit Awards Granted in 2023(1) | |||||||||||||||||||||||||||||||
| Name |
2022 Base |
Target (% of Salary) |
Target |
TSR |
EG Units |
ESG | 2023 Base | Target | Target | TSR | EG Units | ESG | ||||||||||||||||||||
Vince Sorgi | $1,166,990 | 380% | $4,434,562 | 75,547 | 37,774 | 37,774 | $ | 1,202,000 |
| 400% | $ | 4,808,000 |
| 81,992 | 40,996 | |||||||||||||||||
Joe Bergstein | 651,475 | 192% | 1,250,832 | 21,309 | 10,655 | 10,655 |
| 671,019 |
| 220% |
| 1,476,242 |
| 25,175 | 12,588 | 12,588 | ||||||||||||||||
Greg Dudkin | 762,200 | 200% | 1,524,400 | 25,970 | 12,985 | 12,985 | ||||||||||||||||||||||||||
Fran Sullivan |
| 620,000 |
| 160% |
| 992,000 |
| 16,917 | 8,459 | |||||||||||||||||||||||
Wendy Stark | 551,250 | 160% | 882,000 | 15,026 | 7,513 | 7,513 |
| 567,788 |
| 180% |
| 1,022,018 |
| 17,429 | 8,715 | 8,715 | ||||||||||||||||
John Crockett
|
| 489,250
|
| 128%
|
| 626,240
|
|
| 10,669
|
|
| 5,335
|
|
| 5,335
|
|
| 503,928 |
| 128% |
| 645,028 |
| 11,000 | 5,500 | |||||||
Steph Raymond |
| 466,796 |
| 132% |
| 616,171 |
| 10,508 | 5,254 | 5,254 | ||||||||||||||||||||||
|
|
Following the Compensation Committee’sPCC’s assessment and certification of performance in early 2025,2026, the applicable percentage of the performance unit awards and dividend equivalents will vest, if any. The Compensation CommitteePCC has no discretion to provide for payment other than as reflected in the actual attainment of the stated performance goals. Dividend equivalents accrue on the performance units as additional performance units and will vest and be paid according to the applicable level of achievement of the performance goal, if any.
2020–20222021–2023 Performance Units
TSR-based performance unit awards, accounting for 40% of the total LTI award, were made to the NEOs in 2020,2021, subject to a three-year performance period. The actual number of units that could vest at the end of the performance period was contingent on PPL’s TSR from January 1, 20202021 to December 31, 20222023 relative to companies in the UTY.
ROE-based performance unit awards, accounting for 40% of the total LTI award, were made to the NEOs in 2020,2021, subject to a one-year performance period and a three-year performancerestriction period. The actual number of units that could vest at the end of the performancethree-year restriction period was contingent on PPL’s average annual ROE from January 1, 20202021 to December 31, 2022.2021.
2020–20222021–2023 TSR-based Performance Units
Over the three-year performance period, PPL’s TSR ranked at the 5th50th percentile relative to companies in the UTY. Consequently, the 2020-20222021-2023 TSR-based performance units, and accrued dividend equivalents on the units, resulted in a zero payout.payout at 100% of target. Performance units notthat paid out at target as a result of 2020–20222021–2023 TSR performance
PPL CORPORATION 2024 Proxy Statement 55 |
had a grant date value of over $2.44$2.88 million in the aggregate for the NEOs, including $1.37$1.92 million for Mr. Sorgi and $1.07$0.96 million in the aggregate for Messrs.Mr. Bergstein, DudkinMr. Sullivan, Ms. Stark and Crockett, andMr. Crockett. Upon her separation, all of Ms. Stark.Raymond's outstanding TSR-based performance units were forfeited.
2020–20222021–2023 ROE-based Performance Units
Over the three-yearone-year performance period, PPL’s annual ROE was 14.01% in 2020, 13.47% in 2021 and 14.26% in 2022, resulting in a three-year average of 13.9%13.6%. In order to pay at or above target of 11% or maximum of 15%, PPL’s credit rating was also required to be above investment grade. Having met these requirements, the 2020-20222021-2023 ROE-based performance units, and accrued dividend equivalents on the units, paid out at 172.5%165% of target. Performance units that paid out at 172.5%165% as a result of PPL’s 2020-20222021-2023 ROE performance had a grant date value of $2.44$2.88 million in the aggregate for the NEOs, including $1.37$1.92 million for Mr. Sorgi and $1.07$0.96 million in the aggregate for Messrs.Mr. Bergstein, DudkinMr. Sullivan, Ms. Stark and Crockett, andMr. Crockett. Upon her separation, all of Ms. Stark.Raymond's outstanding ROE-based performance units were forfeited.
|
EXECUTIVE COMPENSATION
Other Elements of Compensation
In addition to the three elements of total direct compensation (base salary, annual cash incentive and long-term equity incentives in the form of performance units and restricted stock units), the company also provides other forms of compensation to the NEOs, which are summarized below.
Limited Perquisites
PPL provides limited executive perquisites to its NEOs. We believe these perquisites are consistent with market practice and serve a direct business interest.
Financial planning and tax preparation and support, up to an aggregate cost of $11,000 per year, and estate planning, not to exceed $5,000 in the aggregate, are offered to each NEO. These services are provided in recognition of time constraints on executives and their more complex compensation program that requires professional financial, tax and estate planning. We believe that good financial planning by experts reduces the amount of time and attention that executive officers must spend on such issues. Such planning also helps ensure the objectives of our compensation program are met and not hindered by unexpected tax or other consequences.
Additionally, each NEO is eligible for an executive physical, up to an aggregate cost of $6,000 every two years, and genetic testing not to exceed $5,000 in the aggregate. The Compensation CommitteePCC believes the benefit is beneficial to both the employee and the company through potential reduced costs and increased productivity.
PPL periodically provides security assessments and residential security system upgrades to its NEOs. The company also provides relocation benefits to employees in connection with joining the company. In addition, the NEOs may receive matching charitable contributions, certain retirement benefits, company car, and tickets to local sporting and entertainment events.
The incremental cost to PPL of all perquisites received by each of our NEOs for the year is summarized in Note 6 to the Summary Compensation Table on page 65.64.
56 PPL CORPORATION 2024 Proxy Statement |
Retirement Programs
The company provides eligible employees with the opportunity to build financial resources for retirement through tax-qualified defined benefit pension plans and defined contribution plans (401(k) plans). In addition, the company provides eligible executives with non-tax-qualified supplemental pension benefit and deferred compensation opportunities. We have historically viewed our retirement benefits as a means of providing financial security to our salaried employees after they have spent a substantial portion of their careers with the company.
NEOs are eligible for the following pension benefit plans.
Retirement Plan | Description | NEO Participants | |||||
PPL Retirement Plan |
| • Tax-qualified defined benefit pension plan • Closed to new salaried employees after December 31, 2011 | Sorgi, Bergstein | ||||
PPL Supplemental Executive Retirement Plan (PPL SERP) | • Nonqualified defined benefit pension plan to provide for retirement benefits above amounts available under the PPL Retirement Plan • Vested and eligible to commence payment at age 50 with 10 years of service • Closed to new officers after December 31, 2011 | Sorgi | |||||
|
EXECUTIVE COMPENSATION
|
| |||||
PPL Supplemental Compensation Pension Plan | • Nonqualified defined benefit pension plan that applies to certain employees hired before January 1, 2012 who are not eligible for the PPL SERP | Bergstein and Raymond | ||||
Additional details about these plans are provided under “Executive Compensation Tables — Pension Benefits in 2022”2023” beginning on page 71.68.
NEOs are eligible for the following voluntary retirement savings opportunities.
Savings Plans | Description | NEO Participants | ||
PPL Deferred Savings (PPL DSP) | | |||
| • Tax-qualified defined contribution plan • PPL provides matching contributions of up to 3% of the participant’s compensation subject to contribution limits imposed by the Internal Revenue Service, or IRS • Compensation includes base salary plus annual cash incentive award • Participants vest in PPL’s matching contributions after one year of service • Participants may request distribution of their account at any time following termination of employment | Sorgi, Bergstein | ||
| Raymond | ||||
PPL Retirement Savings Plan
| • Tax-qualified defined contribution plan • PPL provides matching contributions of up to 4.5% of the participant’s compensation subject to contribution limits imposed by the IRS • PPL provides an additional | Sullivan and Stark | ||
PPL CORPORATION 2024 Proxy Statement 57 |
Savings Plans | Description | NEO Participants | ||
• Compensation includes base salary plus annual cash incentive award • Participants vest in PPL’s matching contributions and fixed contributions after two years of service • Participants may request distribution of their account at any time following termination of employment | ||||
PPL Executive Deferred Compensation Plan (PPL EDCP) | • Non-qualified deferred compensation plan • Participants may defer some or all of their compensation in excess of the estimated minimum legally required annual payroll tax withholding and in excess of the amounts allowed by statute under the PPL DSP and PPL RSP • For participants in the PPL DSP, matching contributions of up to 3% of the participant’s compensation are made under this plan on behalf of participating officers to make up for matching contributions that could not be made on behalf of such officers under the PPL DSP because of statutory limits on qualified plan benefits | and Dudkin, and Ms. Stark | ||
EXECUTIVE COMPENSATION
| ||||
• Compensation includes base salary plus annual cash incentive award • There is no vesting condition for the company matching contributions or fixed contributions | Sorgi, Bergstein, Sullivan, Stark and Raymond |
58 PPL CORPORATION 2024 Proxy Statement |
Savings Plans | Description | NEO Participants | ||
LG&E and KU Savings Plan | • Tax-qualified defined contribution plan • LKE provides matching contributions of up to • LKE provides an additional fixed contribution • Compensation includes base salary, plus award • Participants may request distribution of their account at any time following termination of employment, though there may be applicable tax consequences | Crockett | ||
LG&E and KU Nonqualified Savings Plan | • Non-qualified deferred compensation plan • Participants may defer up to 75% of their compensation in accordance with the terms and conditions of the plan • Matching contributions and • Compensation includes base salary plus annual cash incentive award • There is no vesting condition for the company matching contributions or fixed contributions | Crockett | ||
In addition to the retirement programs described above, the primary capital contribution opportunities for NEOs are stock gains under the company’s long-term equity incentive program (as described above) and the tax-qualified employee stock ownership plan, or ESOP. The ESOP is a tax-qualified, employee stock ownership plan.Mr. Sullivan, Ms. Stark and Mr. Crockett and Ms. Stark didare not eligible to participate in the ESOP. NoFor eligible participants, no contributions have been made to the ESOP since 2012.
|
GOVERNANCE POLICIES UNDERPINNING OUR COMPENSATION FRAMEWORK
At PPL, the People and Compensation Committee and the Governance, Nominating and Sustainability Committee have adopted strong corporate governance practices that are intended to drive results and support accountability to shareowners, as well as align interests of executive officers with those of shareowners.
| |||||
What We Do | What We Don’t Do | ||||
✓ | Conduct annual pay risk assessment | û | No “single trigger” change-in-control severance agreements | ||
✓ | Require significant equity ownership: 2x to 6x base salary for executive officers; 5x cash retainer for directors | û | No hedging or pledging of PPL stock by officers and directors permitted | ||
✓ | Maintain NYSE-compliant clawback policy | û | No dividend equivalents paid on unvested equity awards granted to executive officers | ||
✓ | Annual Say on Pay vote | û | No tax “gross-ups” in change-in-control severance agreements | ||
✓ | Limit perquisites | û | No new participants in the PPL SERP or LG&E SERP since 2011 | ||
Additional information on PPL’s Executive Equity Ownership Guidelines, hedging and pledging policy and clawback policy can be found below.
Executive Equity Ownership Guidelines
An important part of PPL’s compensation philosophy is ensuring a strong linkage between executives and shareowners. The Executive Equity Ownership Guidelines enable the company to align executives with this philosophy. The guidelines provide that NEOs should maintain the following robust levels of ownership in PPL stock:
Executive Officer Level | Equity Guideline
| |
CEO (PPL Corporation) | 6x | |
|
| |
Executive Vice Presidents (PPL Corporation) | 3x | |
Senior Vice Presidents (PPL Corporation) | 2x | |
Presidents of business segments | 2x | |
NEOs must attain the minimum ownership requirement that applies to their level by the end of their fifth anniversary at that level. If an NEO fails to achieve the required level within the specified time frame, the following additional requirements apply until the guideline is exceeded:
•
•
•
All NEOs who have served in their current position more than five years were in compliance with their equity ownership guidelines as of December 31, 2022.2023. All other NEOs were on track as of December 31, 20222023 to meet their equity ownership requirements as of the required date.
|
EXECUTIVE COMPENSATION
Hedging and Pledging Prohibitions
In accordance with best governance practices, the company has an established policy that prohibits its officers and directors from the following actions:
•
•
•
60 PPL CORPORATION 2024 Proxy Statement |
Clawback Policy
The Compensation Committee has a policy regarding the recoupment of executive compensation, commonly referredEffective October 2, 2023, pursuant to as a “clawback.” Subject to the discretion and approvalapplicable rules of the Board, thisSEC and the NYSE, the PCC approved a compensation recoupment policy, enablesor clawback policy, providing for the recovery of erroneously awarded incentive compensation in certain circumstances from our executives, including our NEOs. The clawback policy applies to compensation that is granted, earned, or vested based upon company to seek recoupmentperformance of incentive-basedfinancial reporting measures. A clawback is triggered when an accounting restatement is required and, in such event, any excess compensation awarded to any current executive officer ofreceived by our executives during the company in situations wherethree completed years immediately preceding the Board has determined that:
the companyrestatement date is required to preparebe repaid or returned. The PCC administers and interprets the policy, including, in the event of an accounting restatement, due to the material noncompliance by the company with any financial reporting requirement under the securities laws, and
a lower award would have been made to the executive officer based upon the restated financial results.
The Board has full and final authority to make all determinations under this policy, including, without limitation, whether the policy applies and, if so,determination of the amount of cash bonus or other incentive-based compensation, if any, to be repaid by any executive officer. In each such instance, as determined by the Board, the company will, to the extent permitted by applicable law, seek to recover incentive-basedexcess compensation received by such individual in excessour executives. The company may not indemnify its executives against the loss of the amount that would have been receivedcompensation recouped under the accounting restatement. Any recoupment under thispolicy. On March 8, 2024, the PCC adopted a supplemental clawback policy isthat covers all of our employees holding a position of vice president or above, subject to be in addition to any other remedies that may be available to the company under applicable law, including such remedies containedcommittee discretion, in the company’s equity grant agreements or employment letters, if any.
The company expects to revise its clawback policy in the next year to comply with the new NYSE and Securities and Exchange Commission rules.event of an accounting restatement.
Compensation Risk Assessment
The Compensation CommitteePCC regularly considers risks related to the attraction and retention of talent, the design of our compensation programs, and succession planning. Specifically, the Compensation CommitteePCC annually reviews management’s assessment of whether risks arising from our compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the company. To do so, the Compensation CommitteePCC follows a risk assessment process that formally identifies and prioritizes compensation plan features that could induce excessive risk-taking, misstatement of financial results or fraudulent misconduct to enhance an employee’s compensation and cause material harm to the company. Based on this detailed risk assessment process, the Compensation CommitteePCC determined that PPL’s compensation programs do not encourage risk-taking incentives that are reasonably likely to have a material adverse effect on PPL.
ADDITIONAL INFORMATION
Other Compensation
Other Compensation
In addition to the annual direct compensation and retirement programs described above, the company provides other compensation under specific situations as described below.
Employment Agreements. We generally do not enter into traditional employment agreements with our NEOs. There are no specific agreements with respect to length of employment that would commit the company to pay an NEO for a specific period. Generally, our NEOs are “employees-at-will” whose employment is conditioned on performance and subject to termination by the company at any time.
|
EXECUTIVE COMPENSATION
Change-in-Control Protections.The company believes certain executive officers who are terminated without cause or who resign for “good reason” (as defined in “Change-in-Control Benefits” beginning on page 76)73) in connection with a change in control of PPL Corporation should be provided separation benefits. These benefits are intended to ensure that executives focus on serving the company and shareowner interests without the distraction of possible job and income loss. All of our NEOs have, or in the case of Ms. Raymond prior to her separation, had, agreements with the company providing for benefits upon qualifying terminations of employment in connection with a change in control, which generally include cash severance and accelerated vesting of specific outstanding equity awards. The company believes that its change-in-control benefits are consistent with the practices of companies with whom PPL competes for talent and assist in retaining executives and recruiting new executives to the company. Details on current arrangements and agreements are discussed further in “Change-in-Control Benefits,” beginning on page 76,73, and “Termination Benefits” beginning on page 77.74.
Severance Benefits. To continue to retain and protect our executives, the company has an Executive Severance Plan that provides severance benefits for officers, including all NEOs, terminated for reasons other than cause.
The key features of the plan include (1) two years of base pay; (2) an allowance for benefit continuation; and (3) outplacement or career services support. Severance benefits payable under this program are conditioned on the executive officer agreeing to release the company from any liability arising from the employment relationship.
PPL CORPORATION 2024 Proxy Statement 61 |
As noted above, the company has agreements with all of the NEOs that provide benefits to the executives upon specified terminations of employment in connection with a change in control of PPL Corporation. The benefits provided under these agreements, if triggered, replace any other severance benefits provided to these officers by PPL Corporation, including the Executive Severance Plan or any prior severance agreement.
Additional details on current arrangements and agreements for NEOs are discussed further below under “Change-in-Control Benefits” beginning on page 7673 and “Termination Benefits” beginning on page 77.74.
Separation Agreement for Ms. Raymond. Stephanie Raymond separated from the company on September 1, 2023 and Ms. Raymond and the company entered into a Separation Agreement dated September 1, 2023. As reflected in her Separation Agreement, the PCC determined that Ms. Raymond’s separation from employment was a qualifying termination by the company without cause under the terms of the PPL Executive Severance Plan, which is described on page 74. Upon the qualifying termination, the Executive Severance Plan provided for a severance payment to Ms. Raymond of $933,592, equal to two times Ms. Raymond’s base salary, and a lump sum cash payment equal to (i) the aggregate amount of $17,501, which is the employee portion of COBRA premiums for 24 months, and (ii) $50,000.00 for outplacement assistance. In addition, the PCC authorized the accelerated vesting of Ms. Raymond’s outstanding RSUs and a cash payment of $326,757 in lieu of the 2023 annual cash incentive payment at target. In consideration of the foregoing payments and benefits, Ms. Raymond executed an effective release of claims with respect to the company. All of Ms. Raymond's 60,248 performance-based awards were forfeited upon separation, a forfeiture of approximately $1,492,000 calculated using the closing share value as of her separation date on September 1, 2023.
Tax Implications of Our Executive Compensation Program
Section 162(m) of the Internal Revenue Code precludes deduction for compensation awarded to certain of our executive officers in excess of $1 million. While the Compensation CommitteePCC continues to consider tax deductibility in structuring compensation paid to executive officers, the primary goals of our executive compensation program are to attract, incentivize and retain key employees and align pay with performance. The Compensation CommitteePCC retains the ability to provide compensation that exceeds deductibility limits as it determines appropriate.
62 PPL CORPORATION |
EXECUTIVE COMPENSATION TABLES
The following table summarizes all compensation for our chief executive officer, our chief financial officer, our next three most highly compensated executives for 2022,2023 and a former executive, known as our named executive officers, or NEOs, for service to PPL and its subsidiaries.
SUMMARY COMPENSATION TABLE (SCT)
Name and Principal Position(1) | Year | Salary(2) | Bonus(3) | Stock | Non-Equity | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) | All Other | Total | Total | ||||||||||||||||
Vincent Sorgi | 2023 | $ | 1,201,326 |
|
| — |
| $ | 6,442,931 |
| $ | 2,013,800 |
| $ | 2,198,654 |
| $ | 112,845 |
| $ | 11,969,556 |
| $ | 9,770,902 |
|
President and CEO | 2022 |
| 1,166,336 |
|
| — |
|
| 5,926,933 |
|
| 1,918,678 |
|
| — |
|
| 134,628 |
|
| 9,146,575 |
|
| 9,146,575 |
|
| 2021 |
| 1,132,492 |
|
| — |
|
| 5,111,866 |
|
| 2,654,619 |
|
| 2,361,092 |
|
| 96,412 |
|
| 11,356,481 |
|
| 8,995,389 |
|
Joseph P. Bergstein, Jr. | 2023 |
| 670,643 |
|
| — |
|
| 1,978,295 |
|
| 719,494 |
|
| 1,275,015 |
|
| 41,075 |
|
| 4,684,522 |
|
| 3,409,507 |
|
EVP and CFO | 2022 |
| 651,110 |
|
| — |
|
| 1,671,799 |
|
| 698,538 |
|
| — |
|
| 47,379 |
|
| 3,068,826 |
|
| 3,068,826 |
|
| 2021 |
| 631,615 |
|
| — |
|
| 1,477,271 |
|
| 928,206 |
|
| 868,741 |
|
| 32,936 |
|
| 3,938,769 |
|
| 3,070,028 |
|
Francis X. Sullivan | 2023 |
| 613,227 |
|
| — |
|
| 1,329,392 |
|
| 664,789 |
|
| — |
|
| 41,335 |
|
| 2,648,743 |
|
| 2,648,743 |
|
EVP and COO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wendy E. Stark | 2023 |
| 567,469 |
| $ | 250,000 |
|
| 1,369,615 |
|
| 608,804 |
|
| — |
|
| 97,374 |
|
| 2,893,262 |
|
| 2,893,262 |
|
EVP, CLO and | 2022 |
| 550,745 |
|
| — |
|
| 1,178,835 |
|
| 586,662 |
|
| — |
|
| 104,478 |
|
| 2,420,720 |
|
| 2,420,720 |
|
Corporate Secretary | 2021 |
| 373,558 |
|
| 250,000 |
|
| 647,967 |
|
| 722,295 |
|
| — |
|
| 166,582 |
|
| 2,160,402 |
|
| 2,160,402 |
|
John R. Crockett III | 2023 |
| 503,646 |
|
| — |
|
| 864,380 |
|
| 473,989 |
|
| — |
|
| 72,748 |
|
| 1,914,763 |
|
| 1,914,763 |
|
President, LKE | 2022 |
| 488,976 |
|
| — |
|
| 837,059 |
|
| 370,108 |
|
| — |
|
| 56,100 |
|
| 1,752,243 |
|
| 1,752,243 |
|
Stephanie R. Raymond | 2023 |
| 322,905 |
|
| — |
|
| 1,194,370 |
|
| — |
|
| 77,939 |
|
| 1,381,802 |
|
| 2,977,016 |
|
| 2,899,077 |
|
Former President, PPL Electric |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position(1)
| Year
| Salary(2)
| Bonus
| Stock Awards(3)
| Option Awards
| Non-Equity Incentive Plan Compensation(4)
| Change in Pension Value and Nonqualified Deferred Compensation Earnings(5)
| All Other Compensation(6)
| Total
| Total Without Change in Pension Value(7) | ||||||||||||||||||||||||||||||
Vincent Sorgi President and Chief Executive Officer (CEO) |
|
2022 |
|
|
$1,166,336 |
|
|
— |
|
|
$5,926,933 |
|
|
— |
|
|
$1,918,678 |
|
|
— |
|
|
$134,628 |
|
|
$ 9,146,575 |
|
|
$9,146,575 |
| ||||||||||
|
2021 |
|
|
1,132,492 |
|
|
— |
|
|
5,111,866 |
|
|
— |
|
|
2,654,619 |
|
|
$2,361,092 |
|
|
96,412 |
|
|
11,356,481 |
|
|
8,995,389 |
| |||||||||||
|
2020 |
|
|
987,569 |
|
|
— |
|
|
3,514,187 |
|
|
— |
|
|
1,238,050 |
|
|
1,940,207 |
|
|
94,430 |
|
|
7,774,443 |
|
|
5,834,236 |
| |||||||||||
Joseph P. Bergstein, Jr. Executive Vice President and Chief Financial Officer (CFO) |
|
2022 |
|
|
651,110 |
|
|
— |
|
|
1,671,799 |
|
|
— |
|
|
698,538 |
|
|
— |
|
|
47,379 |
|
|
3,068,826 |
|
|
3,068,826 |
| ||||||||||
|
2021 |
|
|
631,615 |
|
|
— |
|
|
1,477,271 |
|
|
— |
|
|
928,206 |
|
|
868,741 |
|
|
32,936 |
|
|
3,938,769 |
|
|
3,070,028 |
| |||||||||||
|
2020 |
|
|
604,711 |
|
|
— |
|
|
1,177,243 |
|
|
— |
|
|
431,250 |
|
|
1,283,165 |
|
|
38,638 |
|
|
3,535,007 |
|
|
2,251,842 |
| |||||||||||
Gregory N. Dudkin Executive Vice President and Chief Operating Officer (COO) |
|
2022 |
|
|
761,773 |
|
|
— |
|
|
2,037,424 |
|
|
— |
|
|
786,773 |
|
|
— |
|
|
20,150 |
|
|
3,606,120 |
|
|
3,606,120 |
| ||||||||||
|
2021 |
|
|
706,834 |
|
|
— |
|
|
1,595,364 |
|
|
— |
|
|
1,067,062 |
|
|
652,524 |
|
|
19,700 |
|
|
4,041,484 |
|
|
3,388,960 |
| |||||||||||
|
2020 |
|
|
641,943 |
|
|
— |
|
|
1,119,749 |
|
|
— |
|
|
560,251 |
|
|
723,866 |
|
|
16,284 |
|
|
3,062,093 |
|
|
2,338,227 |
| |||||||||||
Wendy E. Stark Senior Vice President, General Counsel, Corporate Secretary and Chief Legal Officer (CLO) |
|
2022 |
|
|
550,745 |
|
|
— |
|
|
1,178,835 |
|
|
— |
|
|
586,662 |
|
|
— |
|
|
104,478 |
|
|
2,420,720 |
|
|
2,420,720 |
| ||||||||||
|
2021 |
|
|
373,558 |
|
|
$250,000 |
| 647,967 | — |
|
722,295 |
| — |
|
166,582 |
|
|
2,160,402 |
|
|
2,160,402 |
| |||||||||||||||||
John R. Crockett III President - LG&E and KU |
|
2022 |
|
|
488,976 |
|
|
— |
|
|
837,059 |
|
|
— |
|
|
370,108 |
|
|
— |
|
|
56,100 |
|
|
1,752,243 |
|
|
1,752,243 |
| ||||||||||
|
See “Nonqualified Deferred Compensation in 2023” beginning on page 71 for additional information.
Name | 401(k) | 401(k) Fixed | NQDC | Financial | Other | Total | ||||||||||||
Sorgi | $ | 9,900 |
|
| N/A |
| $ | 83,700 |
| $ | 11,000 |
| $ | 8,245 | (a) | $ | 112,845 |
|
Bergstein |
| 9,900 |
|
| N/A |
|
| 31,175 |
|
| — |
|
| — |
|
| 41,075 |
|
Sullivan |
| 14,850 |
| $ | 9,900 |
|
| 12,235 |
|
| — |
|
| 4,350 | (b) |
| 41,335 |
|
Stark |
| 14,850 |
|
| 9,900 |
|
| 61,810 |
|
| 10,814 |
|
| — |
|
| 97,374 |
|
Crockett |
| 3,638 |
|
| 13,200 |
|
| 44,910 |
|
| 11,000 |
|
| — |
|
| 72,748 |
|
Raymond |
| 9,900 |
|
| N/A |
|
| 945 |
|
| 7,200 |
|
| 1,363,757 | (c) |
| 1,381,802 |
|
|
|
|
|
64 PPL CORPORATION |
|
|
|
|
| Name | 401(k) Match | 401(k) Fixed Contribution | NQDC Employer Contributions | Financial Planning and Tax Preparation | Other | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sorgi
|
| $9,150 |
|
|
| N/A | $104,478 |
|
|
| $11,000 | $10,000 | (a) | $ | 134,628 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Bergstein | 9,150 | N/A | 38,229 | — | — | 47,379 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dudkin
| 9,150 | N/A | — | 11,000 | — | 20,150 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stark | 13,725 | $9,150 | 72,603 | 9,000 | — | 104,478 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crockett | 3,297 | 9,150 | 32,653 | 11,000 | — | 56,100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
EXECUTIVE COMPENSATION
GRANTS OF PLAN-BASED AWARDS DURING 20222023
The following table provides information about equity and non-equity incentive plan awards granted in 2023.
Name | Grant | Estimated Future Payouts | Estimated Future Payouts | All Other | Grant Date | |||||||||||||||||
| Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock | Option Awards(4) | |||||||||||||
Vincent |
|
| $ | 751,250 |
| $ | 1,502,500 |
| $ | 3,004,999 |
|
|
|
|
|
|
|
|
|
|
|
|
Sorgi | 1/20/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 40,996 |
| $ | 1,202,003 |
|
| 1/20/2023 | (5) |
|
|
|
|
|
|
|
|
| 20,498 |
| 81,992 |
| 163,984 |
|
|
|
| 2,836,923 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 20,498 |
| 40,996 |
| 81,992 |
|
|
|
| 1,202,003 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 20,498 |
| 40,996 |
| 81,992 |
|
|
|
| 1,202,003 |
|
Joseph P. |
|
|
| 268,408 |
|
| 536,815 |
|
| 1,073,631 |
|
|
|
|
|
|
|
|
|
|
|
|
Bergstein, Jr. | 1/20/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12,588 |
|
| 369,080 |
|
| 1/20/2023 | (5) |
|
|
|
|
|
|
|
|
| 6,294 |
| 25,175 |
| 50,350 |
|
|
|
| 871,055 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 6,294 |
| 12,588 |
| 25,176 |
|
|
|
| 369,080 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 6,294 |
| 12,588 |
| 25,176 |
|
|
|
| 369,080 |
|
Francis X. |
|
|
| 248,000 |
|
| 496,000 |
|
| 992,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Sullivan | 1/20/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,459 |
|
| 248,018 |
|
| 1/20/2023 | (5) |
|
|
|
|
|
|
|
|
| 4,229 |
| 16,917 |
| 33,834 |
|
|
|
| 585,328 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 4,230 |
| 8,459 |
| 16,918 |
|
|
|
| 248,018 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 4,230 |
| 8,459 |
| 16,918 |
|
|
|
| 248,018 |
|
Wendy E. |
|
|
| 227,115 |
|
| 454,230 |
|
| 908,460 |
|
|
|
|
|
|
|
|
|
|
|
|
Stark | 1/20/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,715 |
|
| 255,524 |
|
| 1/20/2023 | (5) |
|
|
|
|
|
|
|
|
| 4,357 |
| 17,429 |
| 34,858 |
|
|
|
| 603,043 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 4,358 |
| 8,715 |
| 17,430 |
|
|
|
| 255,524 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 4,358 |
| 8,715 |
| 17,430 |
|
|
|
| 255,524 |
|
John R. |
|
|
| 176,375 |
|
| 352,749 |
|
| 705,499 |
|
|
|
|
|
|
|
|
|
|
|
|
Crockett III | 1/20/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,500 |
|
| 161,260 |
|
| 1/20/2023 | (5) |
|
|
|
|
|
|
|
|
| 2,750 |
| 11,000 |
| 22,000 |
|
|
|
| 380,600 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 2,750 |
| 5,500 |
| 11,000 |
|
|
|
| 161,260 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 2,750 |
| 5,500 |
| 11,000 |
|
|
|
| 161,260 |
|
Stephanie R. |
|
|
| 163,379 |
|
| 326,757 |
|
| 653,514 |
|
|
|
|
|
|
|
|
|
|
|
|
Raymond | 1/20/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,254 |
|
| 154,047 |
|
| 9/01/2023 | (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14,889 |
|
| 368,652 |
|
| 1/20/2023 | (5) |
|
|
|
|
|
|
|
|
| 2,627 |
| 10,508 |
| 21,016 |
|
|
|
| 363,577 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 2,627 |
| 5,254 |
| 10,508 |
|
|
|
| 154,047 |
|
| 1/20/2023 | (6) |
|
|
|
|
|
|
|
|
| 2,627 |
| 5,254 |
| 10,508 |
|
|
|
| 154,047 |
|
Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) |
Estimated Future Payouts under Equity Incentive |
All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | ||||||||||||||||||||||||||||||||
Name
| Threshold
| Target
| Maximum
| Threshold
| Target
| Maximum
| ||||||||||||||||||||||||||||||
Vincent Sorgi
|
|
1/27/2022 |
|
|
$708,125
|
|
|
$1,458,738
|
|
|
$2,917,476
|
| ||||||||||||||||||||||||
| 1/27/2022 |
| 37,774
|
|
| $1,108,667
|
| ||||||||||||||||||||||||||||||
| 1/27/2022 | (5) |
| 18,887
|
|
| 75,547
|
|
| 151,094
|
|
| 2,600,932
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 18,887
|
|
| 37,774
|
|
| 75,548
|
|
| 1,108,667
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 18,887
|
|
| 37,774
|
|
| 75,548
|
|
| 1,108,667
|
| |||||||||||||||||||||||
Joseph P. Bergstein, Jr.
| 1/27/2022 |
| 260,590
|
|
| 521,180
|
|
| 1,042,360
|
| ||||||||||||||||||||||||||
| 1/27/2022 |
| 10,655
|
|
| 312,724
|
| ||||||||||||||||||||||||||||||
| 1/27/2022 | (5) |
| 5,327
|
|
| 21,309
|
|
| 42,618
|
|
| 733,626
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 5,328
|
|
| 10,655
|
|
| 21,310
|
|
| 312,724
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 5,328
|
|
| 10,655
|
|
| 21,310
|
|
| 312,724
|
| |||||||||||||||||||||||
Gregory N. Dudkin
| 1/27/2022 |
| 304,880
|
|
| 609,760
|
|
| 1,219,520
|
| ||||||||||||||||||||||||||
| 1/27/2022 |
| 6,493
|
|
| 25,970
|
|
| 51,940
|
|
| 12,985
|
|
| 381,110
|
| |||||||||||||||||||||
| 1/27/2022 | (5) |
| 6,493
|
|
| 12,985
|
|
| 25,970
|
|
| 894,095
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 6,493
|
|
| 12,985
|
|
| 25,970
|
|
| 381,110
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 8,119
|
|
| 16,237
|
|
| 32,474
|
|
| 381,110
|
| |||||||||||||||||||||||
Wendy E. Stark
| 1/27/2022 |
| 220,500
|
|
| 441,000
|
|
| 882,000
|
| ||||||||||||||||||||||||||
| 1/27/2022 |
| 7,513
|
|
| 220,507
|
| ||||||||||||||||||||||||||||||
| 1/27/2022 | (5) |
| 3,757
|
|
| 15,026
|
|
| 3,052
|
|
| 517,315
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 3,757
|
|
| 7,513
|
|
| 15,026
|
|
| 220,507
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 3,757
|
|
| 7,513
|
|
| 15,026
|
|
| 220,507
|
| |||||||||||||||||||||||
John R. Crockett III
| 1/27/2022 |
| 146,775
|
|
| 293,550
|
|
| 587,100
|
| ||||||||||||||||||||||||||
| 1/27/2022 |
| 5,335
|
|
| 156,582
|
| ||||||||||||||||||||||||||||||
| 1/27/2022 | (5) |
| 2,667
|
|
| 10,669
|
|
| 21,338
|
|
| 367,312
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 2,668
|
|
| 5,335
|
|
| 10,670
|
|
| 156,582
|
| |||||||||||||||||||||||
| 1/27/2022 | (6) |
| 2,668
|
|
| 5,335
|
|
| 10,670
|
|
| 156,582
|
| |||||||||||||||||||||||
|
|
|
|
EXECUTIVE COMPENSATION
|
|
|
PPL CORPORATION |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 20222023
The following table provides information on all unexercised stock option awards, as well as all unvested restricted stock unit awards and unearned and unvested performance units, for each NEO as of December 31, 2022.2023. Each stock option grant, as well as each grant of performance units that is unearned and unvested, is shown separately for each NEO, and the restricted stock units that have not vested are shown in the aggregate. The vesting schedule for each grant is shown following this table, based on the grant date of the stock option, restricted stock unit award or performance unit award grant date. The market value of the stock awards is based on the closing price of PPL common stock on the NYSE as of December 30, 2022,29, 2023, the last trading day of 2022,2023, which was $29.22.$27.10. For additional information about stock awards, see “CD&A — 20222023 Named Executive Officer Compensation — 20222023 Long-term Equity Incentive Award Grants” beginning on page 54.53.
| Option Awards | Stock Awards |
| Option Awards(1) |
| Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||
Name
| Grant Date(1)
| Number of Securities Underlying Unexercised Options Exercisable (#)
| Number of Securities Underlying Unexercised Options Unexercisable (#)
| Option Exercise Price ($)
| Option Expiration Date
| Number of Shares or Units of Stock Have Not Vested(2) (#)
| Market Value of Shares Units of Stock Have Not Vested ($)
| Equity Incentive Plan Awards: Number Unearned Shares, Units or Other Rights That Not Vested(3) (#)
| Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
| Grant | Number of | Number of | Option | Option |
| Number of Shares or | Market Value | Equity Incentive | Equity Incentive | ||||||||||||||||||||||||||||||||
Vincent Sorgi | 100,793 | 2,945,171 |
|
| 121,243 |
| 3,285,685 |
| |||||||||||||||||||||||||||||||||||||||||||
|
1/21/2021 |
(4) | 75,226 | 2,198,116 | |||||||||||||||||||||||||||||||||||||||||||||||
| 1/21/2021 | (5) |
|
124,124 |
| 3,626,891 | ||||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (4) |
|
77,346 |
| 2,260,058 | 1/27/2022 | (4) |
| 80,172 |
| 2,172,670 |
| |||||||||||||||||||||||||||||||||||||||
1/27/2022 | (5) |
| 60,130 |
| 1,629,524 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (6) |
|
38,674 |
| 1,130,044 | 1/27/2022 | (6) |
| 70,152 |
| 1,901,111 |
| |||||||||||||||||||||||||||||||||||||||
1/20/2023 | (4) |
| 126,507 |
| 3,428,336 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (7) |
|
67,679 |
| 1,977,577 | 1/20/2023 | (5) |
| 84,338 |
| 2,285,557 |
| |||||||||||||||||||||||||||||||||||||||
1/20/2023 | (6) |
| 42,169 |
| 1,142,779 |
| |||||||||||||||||||||||||||||||||||||||||||||
Joseph P. Bergstein, Jr. |
|
29,018 |
| 847,919 |
|
|
| 35,523 |
| 962,673 |
| ||||||||||||||||||||||||||||||||||||||||
1/27/2022 | (4) |
| 22,614 |
| 612,829 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/21/2021 | (4) |
|
21,739 |
| 635,225 | 1/27/2022 | (5) |
| 16,961 |
| 459,644 |
| |||||||||||||||||||||||||||||||||||||||
1/27/2022 | (6) |
| 19,788 |
| 536,251 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/21/2021 | (5) |
|
35,870 |
| 1,048,121 | 1/20/2023 | (4) |
| 38,843 |
| 1,052,644 |
| |||||||||||||||||||||||||||||||||||||||
1/20/2023 | (5) |
| 25,896 |
| 701,790 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (4) |
|
21,817 |
| 637,478 | 1/20/2023 | (6) |
| 12,948 |
| 350,895 |
| |||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (6) |
|
10,909 |
| 318,754 | ||||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (7) |
|
19,090 |
| 557,820 | ||||||||||||||||||||||||||||||||||||||||||||||
Gregory N. Dudkin |
|
31,780 |
| 928,607 | |||||||||||||||||||||||||||||||||||||||||||||||
| 1/21/2021 | (4) |
|
17,604 |
| 514,395 | ||||||||||||||||||||||||||||||||||||||||||||||
| 1/21/2021 | (5) | 29,047 |
|
848,752 |
| ||||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2021 | (4) |
|
5,594 |
| 163,458 | ||||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2021 | (5) | 9,230 |
|
269,705 |
| ||||||||||||||||||||||||||||||||||||||||||||||
Francis X. Sullivan |
|
| 9,847 |
| 266,854 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (4) |
|
26,589 |
| 776,917 | 1/27/2022 | (4) |
| 1,937 |
| 52,486 |
| |||||||||||||||||||||||||||||||||||||||
1/27/2022 | (5) |
| 1,453 |
| 39,386 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (6) |
|
13,294 |
| 388,458 | 1/27/2022 | (6) |
| 1,696 |
| 45,950 |
| |||||||||||||||||||||||||||||||||||||||
1/20/2023 | (4) |
| 26,102 |
| 707,351 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (7) |
|
23,265 |
| 679,802 | 1/20/2023 | (5) |
| 17,402 |
| 471,596 |
| |||||||||||||||||||||||||||||||||||||||
1/20/2023 | (6) |
| 8,701 |
| 235,798 |
| |||||||||||||||||||||||||||||||||||||||||||||
Wendy E. Stark | 12,233 |
|
357,454 |
|
|
|
| 21,645 |
| 586,580 |
| ||||||||||||||||||||||||||||||||||||||||
1/27/2022 | (4) |
| 15,946 |
| 432,135 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2021 | (4) |
|
9,083 |
| 265,392 | 1/27/2022 | (5) |
| 11,959 |
| 324,102 |
| |||||||||||||||||||||||||||||||||||||||
1/27/2022 | (6) |
| 13,953 |
| 378,118 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 4/12/2021 | (5) | 14,986 |
|
437,897 |
| 1/20/2023 | (4) |
| 26,892 |
| 728,760 |
| |||||||||||||||||||||||||||||||||||||||
1/20/2023 | (5) |
| 17,929 |
| 485,868 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (4) |
|
15,384 |
| 449,517 | 1/20/2023 | (6) |
| 8,964 |
| 242,934 |
| |||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (6) |
|
7,692 |
| 224,758 | ||||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (7) |
|
13,461 |
| 393,327 | ||||||||||||||||||||||||||||||||||||||||||||||
John R. Crockett III | 9,350 |
|
273,202 |
|
|
| 14,011 |
| 379,698 |
| |||||||||||||||||||||||||||||||||||||||||
1/27/2022 | (4) |
| 11,322 |
| 306,832 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/21/2021 | (4) |
|
3,636 |
| 106,256 | 1/27/2022 | (5) |
| 8,492 |
| 230,145 |
| |||||||||||||||||||||||||||||||||||||||
1/27/2022 | (6) |
| 9,908 |
| 268,503 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 1/21/2021 | (5) | 6,000 |
|
175,323 |
| 1/20/2023 | (4) |
| 16,972 |
| 459,944 |
| |||||||||||||||||||||||||||||||||||||||
1/20/2023 | (5) |
| 11,315 |
| 306,629 |
| |||||||||||||||||||||||||||||||||||||||||||||
| 10/1/2021 | (4) |
|
1,958 |
| 57,198 | 1/20/2023 | (6) |
| 5,657 |
| 153,315 |
| |||||||||||||||||||||||||||||||||||||||
| 10/1/2021 | (5) |
|
3,230 |
| 94,377 | ||||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (4) |
|
10,923 |
| 319,173 | ||||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (6) |
|
5,462 |
| 159,601 | ||||||||||||||||||||||||||||||||||||||||||||||
| 1/27/2022 | (7) |
|
9,559 |
| 279,303 | ||||||||||||||||||||||||||||||||||||||||||||||
Stephanie R. Raymond |
|
|
| 15,030 |
| 407,313 |
| ||||||||||||||||||||||||||||||||||||||||||||
|
Name |
| 1/21/2024 | 3/2/2024 | 4/12/2024 | 10/1/2024 | 1/27/2025 | 1/20/2026 | ||||||
Sorgi | 1/21/21 | 38,987 | |||||||||||
1/27/22 | 40,087 | ||||||||||||
1/20/23 | 42,169 | ||||||||||||
Bergstein | 1/21/21 | 11,268 | |||||||||||
1/27/22 | 11,307 | ||||||||||||
1/20/23 | 12,948 | ||||||||||||
Sullivan | 10/1/21 | 233 | |||||||||||
1/27/22 | 913 | ||||||||||||
1/20/23 | 8,701 | ||||||||||||
Stark | 4/12/21 | 4,707 | |||||||||||
1/27/22 | 7,973 | ||||||||||||
1/20/23 | 8,965 | ||||||||||||
Crockett | 1/21/21 | 1,677 | |||||||||||
10/1/21 | 1,015 | ||||||||||||
1/27/22 | 5,662 | ||||||||||||
1/20/23 | 5,657 | ||||||||||||
Raymond | 9/01/23 | 15,030 | |||||||||||
|
| ||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||
|
|
|
|
PPL CORPORATION |
EXECUTIVE COMPENSATION
|
|
|
EXECUTIVE COMPENSATION
OPTION EXERCISES AND STOCK VESTED IN 20222023
The following table provides information for each of the NEOs with respect to (1) stock option exercises during 2022,2023, including the number of shares acquired or treated as acquired upon exercise and the value realized, and (2) the number of shares acquired during 20222023 upon the vesting of restricted stock units and the deemed vesting of performance units and the value realized, each before payment of any applicable withholding tax and broker commissions. No options have been granted since 2013.
Option Awards |
Stock Awards | Option Awards |
| Stock Awards | |||||||||||||||||||||
Name
| Number of Shares Acquired on Exercise
| Value Realized on Exercise(1)
| Number of Shares Acquired on Vesting
| Value Realized on Vesting(2)
| Number of Shares | Value Realized | Number of Shares | Value Realized | |||||||||||||||||
Vincent Sorgi | 84,777 | $283,162 | 96,634 | $2,825,263 | — |
|
| — |
| 233,254 |
| $ | 6,330,982 |
| |||||||||||
Joseph P. Bergstein, Jr. | 20,645 | 78,864 | 29,250 | 851,472 | — |
|
| — |
| 67,531 |
|
| 1,846,292 |
| |||||||||||
Gregory N. Dudkin | — | — | 32,132 | 941,705 | |||||||||||||||||||||
Francis X. Sullivan | — |
|
| — |
| 1,338 |
|
| 36,260 |
| |||||||||||||||
Wendy E. Stark | — |
|
| — |
| 25,167 |
|
| 682,026 |
| |||||||||||||||
John R. Crockett III | — | — | 6,373 | 186,691 | — |
|
| — |
| 16,734 |
|
| 456,226 |
| |||||||||||
Stephanie R. Raymond | 18,580 |
| $ | 50,538 |
| 1,147 |
|
| 33,630 |
| |||||||||||||||
|
|
PENSION BENEFITS IN 20222023
The following table sets forth information on the pension benefits for the NEOs under (1) the PPL Retirement Plan, (2) the PPL Supplemental Compensation Pension Plan, (3) the PPL Supplemental Executive Retirement Plan (PPL SERP). Mr. Sullivan, Ms. Stark and Mr. Crockett do not participate in a PPL Pension Plan.
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1)(2) | Payments During Last Fiscal Year | Plan Name | Number of Years | Present Value of | Payments | |||||||||||||||||
Vincent Sorgi | PPL Retirement Plan | 16.7 | $ | 684,157 | — | PPL Retirement Plan | 17.7 | $ | 744,205 |
|
| — |
| ||||||||||||
PPL SERP | 17.7 |
| 7,765,572 |
|
| — |
| ||||||||||||||||||
PPL SERP | 16.7 | 5,621,072 | — | ||||||||||||||||||||||
Joseph P. Bergstein, Jr. | PPL Retirement Plan | 23.4 | 793,935 | — | |||||||||||||||||||||
PPL Supplemental Compensation | 23.4 | 2,723,137 | — | PPL Retirement Plan | 24.4 |
| 927,814 |
|
| — |
| ||||||||||||||
PPL Supplemental Compensation | 24.4 |
| 3,864,273 |
|
| — |
| ||||||||||||||||||
Gregory N. Dudkin | PPL Retirement Plan | 13.5 | 952,693 | — | |||||||||||||||||||||
Stephanie R. Raymond | PPL Retirement Plan | 12.5 |
| 492,153 |
|
| — |
| |||||||||||||||||
PPL Supplemental Compensation | 12.5 |
| 579,631 |
|
| — |
| ||||||||||||||||||
PPL SERP | 13.5 | 3,413,931 | — | ||||||||||||||||||||||
68 PPL CORPORATION 2024 Proxy Statement |
Plan | Assumed | Discount | Mortality Assumption(b) |
PPL Retirement Plan | 60 | 5.53% | Annuity Form of Payment. Pri-2012 gender specific healthy annuitant tables with white collar adjustment and mortality projection applying Scale MP-2020 mortality improvements on a generational basis. |
PPL Supplemental | 60 | 5.53% | Adjustment factor of -1% applied to base table. Contingent survivor tables are used for beneficiary survivors and contingent survivors after the future death of the primary retiree. No pre-retirement mortality is assumed |
PPL SERP | 60 | 5.55% | Lump-sum Form of Payment. 50%/50% blend at the male and female Pri-2012 nondisabled annuitant tables without collar adjustment and applying modified mortality projection Scale MP-2021 mortality improvements on a generational basis. |
Name(a) | Retirement | Death | Disability | ||||||
Sorgi | $ | 8,501,704 |
| $ | 8,501,704 |
| $ | 8,501,704 |
|
Bergstein(b) |
| — |
|
| 1,626,985 |
|
| — |
|
Raymond(c) |
| N/A |
|
| 269,875 |
|
| N/A |
|
PPL CORPORATION |
EXECUTIVE COMPENSATION
|
| Plan | Assumed Retirement Date(a) | Discount Rate | Mortality Assumption(b) | |||
PPL Retirement Plan | 60 | 5.81% | Annuity Form of Payment. Pri-2012 gender specific employee and healthy retiree tables with white collar adjustment and applying mortality projection Scale MP-2020 mortality improvements on a generational basis. Adjustment factor of -2% applied to base table (contingent survivor tables are used for all current beneficiary survivors and contingent survivors after the future death of the primary retiree). | |||
PPL Supplemental Compensation Pension Plan
| 60 | 5.81% | ||||
PPL SERP | 60 | 5.82% | Lump-sum Form of Payment. 50%/50% blend at the male and female Pri-2012 nondisabled annuitant mortality table with no collar adjustment and applying mortality projection Scale MP-2020 mortality improvements on a generational basis. |
|
|
|
| Name(a) | Retirement | Death | Disability | |||||||||
Sorgi | $ | 6,986,394 | $ | 6,986,394 | $ | 6,986,394 | ||||||
Bergstein(b) | — | 1,155,392 | — | |||||||||
Dudkin | 3,848,716 | 3,848,716 | 3,848,716 | |||||||||
|
|
PPL Retirement Plan.Plan. The PPL Retirement Plan covers Messrs.Mr. Sorgi, DudkinMr. Bergstein and BergsteinMs. Raymond and is a funded and tax-qualified defined benefit retirement plan that covers approximately 1,0901,040 active employees as of December 31, 20222023 and was closed to new salaried employees after December 31, 2011.
• Benefit Formula. The plan provides benefits based primarily on a formula that reflects the executive’s earnings for each fiscal year. Benefits under the PPL Retirement Plan for eligible employees are determined as the greater of (1) a “career average pay formula” of 2.25% of annual earnings for each year of credited service under the plan; or (2) a “final average pay formula” comprised of 1.3% of final average earnings up to the Average Social Security Wage Base plus 1.7% of final average earnings in excess of the Average Social Security Wage Base multiplied by the sum of years of credited service (up to a maximum of 40 years). Under the final average pay formula, “final average earnings” equal the average of the highest 60 months of pay during the last 120 months of credited service. The Average Social Security Wage Base is the average of the taxable Social Security Wage Base for the 35 consecutive years preceding an employee’s retirement date or, for employees retiring at the end of 2023, $95,177. The executive’s annual earnings taken into account under each formula include base salary and cash incentive awards but may not exceed an IRS-prescribed limit applicable to tax-qualified plans. • Form of Benefit. The benefit an employee earns is payable starting at retirement or termination on a monthly basis for life or in a lump sum. Benefits are computed based on the life annuity form of pension, with a normal retirement age of 65. Benefits are reduced for retirement prior to age 60 for employees with 20 years of credited service and reduced prior to age 65 for other employees. Employees vest in the PPL Retirement Plan after five years of credited service. In addition, the plan provides for joint and survivor annuity choices and does not require employee contributions. Benefits under the PPL Retirement Plan are subject to the limitations imposed under Section 415 of the Internal Revenue Code. Benefits in excess of these federal limits are payable from company funds under the PPL Supplemental Compensation Pension Plan described below unless the employee is eligible for benefits under the PPL SERP described below. |
|
EXECUTIVE COMPENSATION
|
PPL Supplemental Compensation Pension Plan.This plan covers Mr. Bergstein and Ms. Raymond and is unfunded, is not qualified for tax purposes and covers approximately 2520 active employees hired prior to January 1, 2012 who are vested in the PPL Retirement Plan at the time of termination or retirement. All benefits under this plan are subject to the claims of the company’s creditors in the event of bankruptcy. The benefit formula is the same as the PPL Retirement Plan but reflects compensation in excess of the IRS-prescribed limit of $305,000$330,000 for 2022.2023. The plan benefit is calculated using all PPL-affiliated company service, not just service credited under the PPL Retirement Plan. Upon retirement, this plan will only pay out the “excess” benefit above and beyond the PPL Retirement Plan.
PPL Supplemental Executive Retirement Plan (PPL SERP).The PPL SERP covers Messrs.Mr. Sorgi and Dudkin and provides for retirement benefits above amounts available under the PPL Retirement Plan described above. The PPL SERP is unfunded and is not qualified for tax purposes. Accrued benefits under the PPL SERP are subject to claims of the company’s creditors in the event of bankruptcy. The PPL SERP was closed to new officers hired after December 31, 2011.
• Benefit Formula. The PPL SERP formula is 2.0% of final average earnings for the first 20 years of credited service plus 1.5% of final average earnings for the next 10 years. “Final average earnings” is the average of the highest 60 months of earnings during the last 120 months of credited service. “Earnings” include base salary and annual cash incentive awards. • Form of Benefit. The normal retirement age in the PPL SERP is age 65. Generally, no benefit is payable under the PPL SERP if the executive officer has less than 10 years of service unless specifically authorized, such as upon a qualifying termination in connection with a change in control. Benefits under the PPL SERP are paid, in accordance with a participant’s advance election, as a single sum or as an annuity, including choices of a joint and survivor or years-certain annuity. At age 50 with 10 years of service, accrued benefits are vested. Benefits begin accruing after age 30. Prior to age 60 benefits are reduced for early retirement. After the completion of 10 years of service, participants are eligible for death benefit protection. • Years of Service.The total PPL SERP benefit cannot increase beyond 30 years of service for any participant.
EXECUTIVE COMPENSATION NONQUALIFIED DEFERRED COMPENSATION IN PPL Executive Deferred Compensation Plan.The PPL Executive Deferred Compensation Plan allows participants to defer all or a portion of their cash compensation in excess of the required minimum payroll taxes. In addition, the company made matching contributions to this plan during In general, the NEOs who participate in this plan cannot withdraw any amounts from their deferred accounts until they have either left or retired from the company. However, the plan allows in-service withdrawals provided the date of payment is at least twelve months after the deferral election becomes irrevocable. In addition, the company’s Corporate Leadership Council has the discretion to approve a “hardship distribution” if there is an unforeseeable emergency that causes a severe financial hardship to the participant. Participants may elect distribution in one or more annual installments for a period of up to 15 years, provided the participant complies with the election and timing rules of Section 409A of the Internal Revenue Code. LG&E and KU Nonqualified Savings
Participants may elect a lump-sum payment or annual installment payments for a period of not less than two years and not more than 10 years, provided the participant complies with the election and timing rules of Section 409A of the Internal Revenue Code.
(1) The following NEOs deferred salary in 2023 in the amounts indicated: Sorgi — $36,040; Bergstein — $46,945; Stark — $56,747; and Crockett — $58,140, which is included in the “Salary” column of the Summary Compensation Table for 2023. In addition, the following NEOs deferred a portion of their cash incentive awards for 2022 performance paid in 2023, which were included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2022: Sorgi — $115,121; Bergstein — $139,708; and Stark — $87,999. (2) Amounts in this column are company matching contributions during 2023 and are included in the Summary Compensation Table for 2023 under the heading “All Other Compensation.” (3) Aggregate earnings for 2023 are not reflected in the Summary Compensation Table because such earnings are not deemed to be “above-market” or preferential earnings. (4) Represents the total balance of each NEO’s account as of December 31, 2023. Of the totals in this column, the following amounts were reported as compensation to the NEO in the Summary Compensation Table for previous years, when the individuals were reported as NEOs:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF PPL CORPORATION The following section describes the benefits payable to the company’s NEOs in two circumstances: (1) a change in control of PPL and (2) a termination of employment.
The company has entered into change-in-control severance agreements with each of its currently employed NEOs that provide benefits to these officers upon qualifying terminations of employment in connection with a change in control of the company (a so-called “double trigger”), as summarized below. See the table beginning on page Payment Triggers and Benefits The following benefits will be paid if, in connection with a change in control, employment is terminated for any reason other than death, disability, retirement or “cause.” A voluntary termination of employment by an NEO would result in the payment of these benefits only if there was “good reason” for leaving. If an NEO is discharged for “cause”, there is no benefit payable before or after a change in control.
Defined Terms under Change-in-Control Agreements
Additional Benefits In addition to the benefits that the change-in-control agreements provide, the following events would occur in the event of a change in control under the company’s compensation arrangements: • Under the SIP, the restriction period applicable to any outstanding restricted stock unit awards lapses upon termination within 24 months following a change in control. Under the ICPKE, the restriction period applicable to any outstanding restricted stock unit awards lapses upon change in control; • The performance period applicable to any outstanding performance unit awards will be deemed to conclude prior to the change in control, and a pro rata portion of all unvested units will become immediately vested as though the NEO had achieved the goals satisfying the target award, subject to additional payout as set forth above under the terms of the change-in-control agreements; • Upon a qualifying termination, all participants in the PPL SERP immediately vest in their accrued benefit, even if not yet vested due to age and service; and • Upon a qualifying termination, the PPL SERP benefit improves by a pro rata portion of the additional years of service granted to the officer, if any, that otherwise would not be earned until a specified period of years had elapsed or the officer had reached a specified age. PPL has trust arrangements in place to facilitate the funding of benefits under the PPL SERP, the PPL Supplemental Compensation Pension Plan, the PPL EDCP, change-in-control agreements and the PPL DDCP if a change in control were to occur.
The NEOs are entitled to various benefits in the event of a termination of employment for reasons of retirement, voluntary termination, death, disability, or involuntary termination not for cause, but the value of those benefits and their components vary depending upon the circumstances. For a termination of employment due to a change in control, the benefits provided under the company’s change-in-control agreements, as discussed above in “Change-in-Control Arrangements,” replace any other severance benefits provided to the NEOs by PPL.
See “CD&A — Additional Information — Other Compensation — Severance Benefits” for a discussion of the company’s practice as to severance benefits. The NEOs are participants in the PPL Executive Severance Plan. • The plan provides for severance benefits for executives in the event of a termination of employment that is not for cause. “Cause” is defined as misconduct materially injurious to the company, insubordination, fraud or breach of confidentiality against the company or egregious violation of company policy. • Pursuant to this plan, each of the applicable NEOs is eligible for two years of base salary, a lump-sum amount for 24 months of health plan continuation (COBRA) and outplacement services for the lesser of two years or $50,000 in fees. Benefits are conditioned on a release of liability by the NEO. The table under “Summary of Benefits – Termination Events” below includes the severance payments, the value of continued welfare benefits and outplacement benefits as “Other separation benefits.”
Annual Cash Incentive Awards • It is PPL’s practice to pay a pro rata portion of the accrued but unpaid annual cash incentive award to executives who retire or who are eligible to retire and (1) die while employed or (2) terminate employment due to a disability during the performance year. Payments occur at the regularly scheduled time as paid to other executive officers. Long-term Incentive Awards PPL Restricted Stock Units • Restrictions on restricted stock units generally lapse upon retirement, death or termination of employment due to disability under the ICPKE and the SIP. Restricted stock units are forfeited under both plans in the event of voluntary and involuntary termination if the executive is not PPL Performance Units • For TSR-based performance units, if the NEO is eligible to retire and retires after the first year of the performance period, the NEO is eligible for the award, if any, without proration at the end of the performance period based upon actual performance. Otherwise, the full award is forfeited. • For performance units based upon ROE, EG and ESG, if the NEO is eligible to retire and retires at any time during the performance period, the NEO is eligible for the award, if any, without proration at the end of the performance period based upon actual performance. • In the event of termination due to death or disability, all TSR-based performance units are prorated for the portion of the performance cycle prior to termination and the award is paid out at the end of the performance period based upon actual performance. There is no proration upon termination due to death or disability for performance units based upon ROE, EG or ESG, and the award is paid out at the end of the performance period based upon actual performance. • All performance units are forfeited in the event of voluntary and involuntary termination if the executive is not eligible to retire.
The table set forth below provides the company’s estimates of the probable value of benefits that would have been payable to the NEOs assuming a termination of employment as of December 31,
Assumptions for the table below: • For NEOs eligible to retire (Mr. Sullivan and Mr. Crockett), we have assumed the executive retires in the case of voluntary or involuntary termination.
For Ms. Raymond, we used a termination date of September 1, 2023, her actual date of separation from the company. The disclosure in the table for • For all other NEOs, we have assumed the termination event occurred as of December 31, • In all events where TSR-based performance units are not forfeited, we have included the prorated value based on the assumption of performance achievement at target, except where the NEO is retirement-eligible and the first year of the performance period year has passed, then the full value is assumed without proration. The table does not repeat information disclosed in the “Pension Benefits in
Account balances under the PPL EDCP and the LG&E and KU Nonqualified Savings Plan become payable as of termination of employment for any reason, or as of the time previously elected. Current balances are included in the “Nonqualified Deferred Compensation in
(1) For purposes of this table, we have assumed the NEOs, other than Ms. Raymond, are eligible for benefits under their respective change-in-control agreements. See “Termination Benefits – Severance” for a summary of the payment of severance benefits that the NEOs included in the table, other than Ms. Raymond, are eligible for in the event of an involuntary termination not for cause if they are not eligible to receive severance payments under another plan or any agreement. See "Termination Benefits – Separation Agreement for Ms. Raymond" for details on Ms. Raymond's severance payment. In the event of termination of employment in connection with a change in control of PPL Corporation, each NEO, other than Ms. Raymond, is eligible for the specified benefits described under “Change-in-Control Benefits” above. For purposes of the table, a qualifying termination of employment in connection with a change of control is assumed. Amounts shown as “Severance payable in cash” under the “Termination Following a Change in Control” column for each NEO are calculated in accordance with the applicable formula described under “Change-in-Control Benefits” above. (2) In the event of their death, the surviving spouses of Mr. Sorgi and Mr. Bergstein are eligible to receive a lump-sum payment equal to three months of their respective base salary. Mr. Sullivan and Ms. Stark were hired after 2015 so neither is eligible for this benefit. LKE does not participate in this plan therefore Mr. Crockett is also not eligible. Under the PPL Executive Severance Plan, each NEO is eligible for specified benefits if terminated due to a qualifying termination as defined in the plan. See “Termination Benefits – Severance” above. Under the terms of the change-in-control agreements of each of the NEOs, other than Ms. Raymond, the executive is eligible for specific benefits described under “Change-in-Control Benefits” above. The amounts shown as “Other separation benefits” are the estimated present values of each of these benefits in the respective column. For Ms. Raymond, the actual amount shown represents a lump-sum amount of $17,501 for 24 months of health plan continuation (COBRA) and a lump-sum amount of $50,000 for outplacement assistance per her Separation Agreement. (3) Total outstanding restricted stock units are included in the “Outstanding Equity Awards at Fiscal Year-End 2023” table above. The amounts included in this table reflect the value of the restricted stock units that would become immediately vested as a result of each event as of December 31, 2023, or in the case of Ms. Raymond, September 1, 2023, the date of termination, including the impact of the rounding of fractional shares. The table set forth below this note shows the number of units accelerated and payable, including accumulated dividend equivalents, as well as the number forfeited upon the occurrence of each termination event. For purposes of the table below, the total number of shares is provided without regard to the tax impact. Restricted Stock Units (#)
(4) The table includes the value of the TSR-based performance units and accumulated dividend equivalents that would become payable as a result of each event as of December 31, 2023, or in the case of Ms. Raymond, September 1, 2023, the date of termination. The table set forth below this note presents the number of units accelerated and payable as of the event, or the number of units that become payable after the performance period is completed, as well as the number forfeited. The gross value in the table would be reduced by the amount of taxes required to be withheld, and the net shares would be distributed. For purposes of the following table, the total number of shares is provided without regard to the tax impact. Performance Units — TSR (#)
(5) The table includes the value of the ROE-based performance units and accumulated dividend equivalents that would become payable as a result of each event as of December 31, 2023, or in the case of Ms. Raymond, September 1, 2023, the date of termination. The table set forth below this note presents the number of units accelerated and payable as of the event, or the number of units that become payable after the performance period is completed, as well as the number forfeited. The gross value in the table would be reduced by the amount of taxes required to be withheld, and the net shares would be distributed. For purposes of the following table, the total number of shares is provided without regard to the tax impact. Performance Units — ROE (#)
(6) The table includes the value of the EG-based performance units and accumulated dividend equivalents that would become payable as a result of each event as of December 31, 2023, or in the case of Ms. Raymond, September 1, 2023, the date of termination. The table set forth below this note presents the number of units accelerated and payable as of the event, or the number of units that become payable after the performance period is completed, as well as the number forfeited. The gross value in the table would be reduced by the amount of taxes required to be withheld, and the net shares would be distributed. For purposes of the following table, the total number of shares is provided without regard to the tax impact. Performance Units — EG (#)
(7) The table includes the value of the ESG-based performance units and accumulated dividend equivalents that would become payable as a result of each event as of December 31, 2023, or in the case of Ms. Raymond, September 1, 2023, the date of termination. The table set forth below this note presents the number of units accelerated and payable as of the event, or the number of units that become payable after the performance period is completed, as well as the number forfeited. The gross value in the table would be reduced by the amount of taxes required to be withheld, and the net shares would be distributed. For purposes of the following table, the total number of shares is provided without regard to the tax impact. Performance Units — ESG (#)
(8) In the event of involuntary termination for reasons other than for cause, Mr. Bergstein, Mr. Sorgi and Ms. Stark would forfeit all outstanding restricted stock units and performance units because they are not eligible to retire. Any exceptions to the automatic forfeitures would require the approval of the PCC.
EXECUTIVE COMPENSATION
CEO PAY RATIO The ratio of our CEO’s total compensation to our median employee’s total compensation, the CEO Pay Ratio, is a reasonable estimate calculated in a manner consistent with SEC rules. We identified our median employee using our global employee population of After identifying the median employee, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table (SCT) on page
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information on the relationship between Compensation Actually Paid (CAP) and PPL’s performance for our NEOs, including our principal executive officer. CAP is defined by the SEC and is not used by the People and Compensation Committee in its pay-for-performance assessments. See the Compensation Discussion and Analysis section for a discussion of PPL’s compensation philosophy, practices and programs. PPL’s executive compensation programs are structured to promote a strong pay for performance culture. As noted in the CD&A, In 2021, PPL reported GAAP Net Income losses for the year that were non-cash in nature and primarily related to the sale of the U.K. utility business in June 2021 and certain tax changes in the U.K. Excluding the accounting effect of these one-time events, PPL’s operating businesses and PPL on a consolidated basis had strong financial and operational performance in 2021. Based on our approach to align executive pay closely with performance, PPL’s CAP is directionally aligned with PPL’s Corporate EPS, total shareowner return (TSR), and return on equity. For example, the CEO CAP is approximately 11% lower than SCT while PPL’s TSR declined by approximately
PAY VERSUS PERFORMANCE TABLE
Current CEO Compensation Reconciliation Footnotes (1) Summary Compensation Table, or SCT, Totals and CAP Totals for CEO include Mr. Sorgi, President and Chief Executive Officer. A reconciliation of total compensation from the Summary Compensation Table to CAP for our CEO and additional related information is provided in the following tables:
(a) The following provides the adjustments for equity compensation:
(b) The following provides the adjustments for pension and defined benefit plan compensation:
Non-CEO NEO Average Compensation Reconciliation Footnotes (2) Average SCT Totals and Average CAP Totals for Non-CEO NEOs include: • for 2020, Mr. Bergstein; Paul W. Thompson, former President and CEO of LKE; Joanne H. Raphael, former Executive Vice President, General Counsel and Corporate Secretary; and Gregory N. Dudkin, former President of PPL Electric • for 2021, Mr. Bergstein, Mr. Dudkin, former Chief Operating Officer, Mr. Thompson, Ms. Stark and Philip Swift, former Chief Executive of Western Power Distribution • for 2022, Mr. Bergstein, Mr. Dudkin, Ms. Stark and Mr. Crockett • for 2023, Mr. Bergstein, Mr. Sullivan, Ms. Stark, Mr. Crockett and Ms. Raymond A reconciliation of average total compensation from the SCT to CAP for our non-CEO NEOs and additional related information is provided in the following tables:
(a) The following provides the adjustments for equity compensation:
(i) Certain non-CEO NEOs received cash dividends for awards granted under the applicable plan. (b) The following provides the adjustments for pension and defined benefit plan compensation:
(3) TSR assumes $100 invested on December 31, 2019, including reinvestment of dividends. Peer TSR represents the EEI Index of Investor-owned Electric Utilities, which is the index used to show performance in our Annual Report.
(4) In calculating CAP, PPL calculated the fair value (or change in fair value) of outstanding, vested and forfeited equity awards in accordance with SEC rules for CAP and computed in a manner consistent with the methodology for financial reporting purposes consistent with U.S. generally accepted accounting principles. For restricted stock units, CAP values are based on a closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price. For performance units (excluding TSR Awards), CAP values are based on the same valuation methodology as restricted stock unit awards above except year-end values are multiplied times the probability of achievement as of each such date. For TSR-based performance units, the fair value is calculated by a Monte Carlo simulation model that considers a correlation coefficient, expected stock volatility and expected life as of the applicable year-end date(s). For more information about the assumptions used to value awards on their grant date, see the “Grants of Plan-Based Awards During 2023” table on page 65. For more information about the reported value for future achievement of outstanding performance-based awards, see the “Outstanding Equity Awards at Fiscal Year End 2023” table on page 66. (5) Corporate EPS as adjusted for compensation purposes. See page 41 for more information on
List of Company Selected Measures
Relationship between CAP and Performance The following charts For purposes of these charts, CAP to PPL’s current CEO and to PPL’s former CEO are aggregated.
 
Fees to Independent Auditor for For the fiscal years ended December 31,
(a) Includes estimated fees for audit of annual financial statements and review of financial statements included in our company’s Quarterly Reports on Form 10-Q and for services in connection with statutory and regulatory filings or engagements, including comfort letters and consents for financings and filings made with the SEC. (b) Includes performance of specific agreed-upon procedures and due diligence activities. (c) Includes fees for tax advice in connection with the acquisition and integration of RIE, new legislation, and tax credit consulting. (d) Includes fees for access to a Deloitte online accounting research tool. Approval of Fees.The Audit Committee has procedures for pre-approving audit and non-audit services to be provided by the independent auditor. These procedures are designed to ensure the continued independence of the independent auditor. More specifically, the use of the independent auditor to perform either audit or non-audit services is prohibited unless specifically approved in advance by the Audit Committee of PPL. As a result of this approval process, the Audit Committee of PPL has pre-approved specific categories of services and authorization levels. All services outside of the specified categories and all amounts exceeding the authorization levels are approved by the Chair of the Audit Committee of PPL, who serves as the Committee designee to review and approve audit and non-audit services during the year. A listing of the approved audit and non-audit services is reviewed with the full Audit Committee of PPL no later than its next meeting. The Audit Committee of PPL approved 100% of the * * * * * *
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee reviews Deloitte’s performance and its audit results in determining whether to continue to retain Deloitte or to engage another firm as our independent registered public accounting firm. The Audit Committee recognizes the importance of maintaining the independence of the independent auditor and notes that Deloitte rotates its lead partner on a five-year cycle, most recently in 2021. Further, in an effort to ensure that PPL receives the best independent audit services available for its resources, PPL has periodically initiated a request for proposal
process. The Audit Committee evaluates the qualifications, performance, tenure and independence of Deloitte. In doing so, the Audit Committee considers a variety of factors, including insight provided to the Audit Committee by the auditors; ability to meet deadlines and respond quickly; content, timeliness and practicality of the audit firm’s communications with management; adequacy of information provided on accounting issues, auditing issues and regulatory developments; management feedback; lead partner performance; comprehensiveness of evaluations of internal control structure; the overall quality and efficiency of the services provided by the auditors; and the auditors’ technical expertise and knowledge of the company’s operations and industry. Representatives of Deloitte are expected to be present at the virtual Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. The Board of Directors has determined that it would be desirable to request an expression of opinion from the shareowners on the appointment of Deloitte. If the shareowners do not ratify the selection of Deloitte, the selection of the principal independent auditor will be reconsidered by the Audit Committee. Vote Required for
Report of the Audit Committee The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to, among other items, the integrity of the company’s financial statements. Company management is responsible for the preparation and integrity of the company’s financial statements, the financial reporting process and the associated system of internal controls over financial reporting and assessing the effectiveness of such controls. Deloitte & Touche LLP, the company’s principal independent registered public accounting firm, or “independent auditor,” is responsible for auditing the company’s annual financial statements, expressing an opinion as to whether the financial statements present fairly, in all material respects, the company’s financial position and results of operations in conformity with U.S. generally accepted accounting principles, and expressing an opinion as to the effectiveness of internal control over financial reporting in accordance with the Standards of the Public Company Accounting Oversight Board (PCAOB). The Audit Committee’s responsibility is to monitor and review these processes. Among other duties, the Audit Committee has reviewed and discussed the audited financial statements, significant accounting policies, and other disclosures with management and the independent auditor. The Audit Committee has also reviewed and discussed highlights of quarterly earnings calls and earnings press releases. The Audit Committee is directly responsible for the appointment, compensation, retention, termination and oversight of the work of the independent auditor. The independent auditor reports directly to the Audit Committee, and the Audit Committee is responsible for pre-approving all audit and permitted non-audit services to be provided by the independent auditor. Deloitte & Touche LLP commenced service as the company’s independent auditor in 2016. Each year, the Audit Committee evaluates the performance and independence of the independent auditor. When deciding whether to reappoint the independent auditor, the Audit Committee considers various factors, including the historical and recent performance of the independent auditor on the audit; its professional qualifications; the quality of ongoing discussions with the independent auditor; external data, including recent PCAOB reports on the independent auditor and its peer firms; the results of an internal survey of the independent auditor’s service and quality; and the appropriateness of fees. The Audit Committee also periodically solicits competitive proposals for audit services from other independent public accounting firms.
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has discussed with the independent auditor the matters required to be discussed by applicable auditing standards, as periodically adopted or amended, and the rules of the Securities and Exchange Commission (SEC) including the appropriateness and application of accounting principles. The Audit Committee has received the written disclosures and the letter from the company’s independent auditor required by applicable requirements of the
PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has had discussions with Deloitte & Touche LLP about its independence. The Audit Committee also considered whether the provision of non-audit services by Deloitte & Touche LLP is compatible with maintaining the independence of such independent auditor. In the performance of its responsibilities, the Audit Committee met periodically with the internal auditor and the independent auditor, with and without management present, to discuss the results of their examinations, their evaluations of the company’s internal controls, and the overall quality of the company’s financial reporting. The Audit Committee also met periodically with the Chief Compliance Officer as well as various members of management. With respect to risk management, the Audit Committee regularly reviews information with regard to inherent risks to the company, the identification, assessment, management and monitoring of those risks, and risk management practices and activities of the company. While the Audit Committee has responsibility for overseeing the company’s process for identifying, assessing and managing business risks, each of the other Board Committees also considers risks within its areas of responsibility. For example, the People and Compensation Committee reviews various risks related to compensation matters, and the Governance, Nominating and Sustainability Committee reviews legal and regulatory compliance risks as they relate to corporate governance. The Audit Committee has reviewed and discussed, together with management and the independent auditor, management’s assessment of internal controls relating to the adequacy and effectiveness of financial reporting. In addition, the Audit Committee has established processes and procedures for the receipt, retention and treatment of complaints regarding accounting or auditing matters. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements and management’s assessment of the effectiveness of the company’s internal control over financial reporting be included in the company’s Annual Report on Form 10-K for the year ended December 31, The Audit Committee has a charter that specifies its responsibilities. The committee charter, which has been approved by the Board of Directors, is available on the company’s website (www.pplweb.com/audit-committee) Audit Committee Arthur P. Beattie, Chair Heather B. Redman Linda G. Sullivan Keith H. Williamson
On what matters am I voting? There are • the election of ten directors, as listed in this proxy statement, for a term of one year; • an advisory vote to approve the compensation of our named executive officers, or NEOs; and
the ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31,
Why am I receiving these proxy materials? Our Board of Directors has made these materials available to you on the internet or has delivered printed versions of these materials to you by mail in connection with the Board of Directors’ solicitation of proxies for use at our Annual Meeting of Shareowners. As a shareowner, you are invited to participate in the virtual Annual Meeting and are requested to vote on the items of business described in this Proxy Statement. What is included in these materials? These proxy materials include: • this Proxy Statement for the Annual Meeting; and • our Annual Report for the fiscal year ended December 31, If you received printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting. Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of printed proxy materials? In accordance with SEC rules, instead of mailing a printed copy of our proxy materials to all of our shareowners, we have elected to furnish such materials to selected shareowners by providing access to these documents over the internet. Accordingly, commencing on or about April How can I get electronic access to the proxy materials? The Notice provides you with instructions regarding how to: • view our proxy materials for the Annual Meeting on the internet; • vote your shares after you have viewed our proxy materials; and • request a printed copy of the proxy materials. Copies of the proxy materials are available for viewing atwww.pplweb.com/PPLCorpProxy. If you received printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.
Who can vote? Holders of PPL Corporation common stock as of the close of business on the record date, February 28,
What is the difference between holding shares as a shareowner of record and as a beneficial owner? If your shares are registered directly in your name with PPL Corporation’s transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, the “shareowner of record.” The Notice or printed copies of the proxy materials have been sent directly to you by PPL Corporation. If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name,” and the “shareholder of record” of your shares is your broker, bank or other holder of record. If this is the case, the Notice or printed copies of the proxy materials should have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record as to how to vote your shares. The company urges you to instruct your broker, bank or other holder of record on how to vote your shares. Please understand that, if you are a beneficial owner, the company may not know that you are a shareowner or how many shares you own. If I am a shareowner of record, how do I vote? If you are a shareowner of record, you can vote via the internet, by telephone, by mail or by participating in the virtual Annual Meeting.
If you received a Notice, you may vote by proxy at www.proxyvote.com by following the instructions found in the Notice. If you received or requested printed copies of the proxy materials by mail, you may vote via the internet by following the instructions on your proxy card. • By telephone
If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free telephone number found on your proxy card. When you call, please have the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The telephone and internet voting facilities for shareowners of record will be available 24 hours a day, seven days a week, and will close at 11:59 p.m., Eastern Time, on May • By mail
If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by completing, signing and dating the proxy card and returning it in the postage-paid envelope we have provided. If you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors. If the postage-paid envelope is missing, please mail your completed proxy card to PPL Corporation, c/o Vote Processing, Broadridge, 51 Mercedes Way, Edgewood, NY 11717. We must receive your mailed proxy card no later than 11:59 p.m., Eastern Time, on May • By participating in the virtual Annual Meeting
See “How can I participate in the Annual Meeting” below for instructions as to how you can vote at the virtual meeting. If you vote via the internet or by telephone, or mail to us your properly completed and signed proxy card, your shares of PPL Corporation common stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted: • FOR the election of all nominees listed for director;
•
FOR the advisory vote to approve compensation of NEOs; and
FOR the ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31,
We do not expect any other matters to be brought before the Annual Meeting. By giving your proxy, however, you appoint the persons named as proxies as your representatives at the meeting. If any other items or matters are properly presented before the Annual Meeting,
If I am a beneficial owner of shares held in street name, how do I vote? As the beneficial owner of shares held in street name, you have the right to direct your broker, bank or other holder of record how to vote your shares, and it is required to vote your shares in accordance with your instructions. If you do not give instructions to your brokerage firm or bank, it will nevertheless be entitled to vote your shares with respect to “routine” items, but it will not be permitted to vote your shares with respect to “non-routine” items. In the case of a non-routine item, your shares will be considered “broker non-votes” on that proposal. We recommend that you follow the voting instructions in the materials you receive from your broker, bank or other holder of record to vote via the internet, by telephone or by mail. As a participant in the PPL Corporation Employee Stock Ownership Plan, or ESOP, how do I vote shares held in my plan account? If you are a participant in our ESOP, you have the right to provide voting directions to the plan trustee, Fidelity Management Trust Company, by submitting your ballot If you do not return your ballot, or return it unsigned, or do not vote by phone or on the internet, the plan provides that the trustee will vote your shares in the same percentage as shares held by participants for which the trustee has received timely voting instructions. The plan trustee will follow participants’ voting directions and the plan procedure for voting in the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974. ESOP participant ballots are treated confidentially. May I change or revoke my vote? Any shareowner giving a proxy has the right to revoke it at any time before it is voted by: • giving notice in writing to our Corporate Secretary, which must be received no later than the close of business on May • completing, signing, dating and returning a new proxy card or voting instruction form with a later date; • providing a later-dated vote using the telephone or internet voting procedures; or • voting at the virtual Annual Meeting.
Will my shares be voted if I do not provide my proxy? It depends on whether you hold your shares in your own name or as the beneficial owner in the name of a broker, bank or other holder of record. If you hold your shares directly in your own name, they will not be voted unless you provide a proxy card or vote at the virtual Annual Meeting. Brokerage firms, banks or other holders of record generally have the authority to vote customers’ unvoted shares on certain routine matters. For example, if your shares are held in the name of a brokerage firm, bank or other holder of record, such firm can vote your shares for the ratification of the appointment of Deloitte & Touche LLP, as this matter is considered routine under the applicable NYSE rules. The company urges you to instruct your broker, bank or other holder of record on how to vote your shares. How can I participate in the Annual Meeting? This year’s Annual Meeting will be The virtual meeting platform is fully supported across browsers
to participate in the meeting. Participants should also give themselves sufficient time to log in and ensure that they can hear streaming audio prior to the start of the meeting. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online access to the meeting will open at 8: What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website? If you have any technical difficulties or any questions regarding the virtual meeting website, we are ready to assist you. Please call 844-983-0876 (toll-free) or 303-562-9303 (toll and international line). If there are any technical issues in convening or hosting the meeting, we will promptly post information to our investor relations website, www.pplweb.com/PPLCorpProxy, including information on when the meeting will be reconvened. How do I submit a question at the Annual Meeting? If you wish to submit a question, you may do so in two ways:
Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, service issues or customer bills, are not pertinent to meeting matters and therefore will not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at
www.pplweb.com/PPLCorpProxy. The company reserves the right to consolidate similar questions and respond only once to the substance of such similar questions. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting. How will the Annual Meeting be conducted? The Chair of our Board (or any other person designated by our Board) has broad authority to conduct the Annual Meeting in an orderly manner. This authority includes establishing rules of conduct, which will be available prior to the virtual meeting at www.pplweb.com/PPLCorpProxy, for shareowners who wish to participate in the meeting. To ensure the meeting is conducted in a manner that is fair to all shareowners, the Chair (or such other person designated by our Board) may exercise broad discretion in recognizing shareowners who wish to participate, the order in which questions are asked and the amount of time devoted to any one question. Consistent with our prior in-person annual meetings, however, we expect that all questions submitted in accordance with the rules of conduct generally will be addressed. What constitutes a quorum? In order to conduct the Annual Meeting, a majority of the outstanding shares entitled to vote must be present at the virtual meeting, or by proxy, to constitute a quorum. As of the record date of February 28,
What vote is needed for these proposals to be adopted?
Under our articles of incorporation and our Guidelines for Corporate Governance, directors must be elected by a majority of the votes cast in uncontested elections, such as the election of directors at the Annual Meeting. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee. Any nominee who is an incumbent director and does not receive a majority of votes cast “for” the director’s election would be required to tender a resignation promptly following the failure to receive the required vote. Within 90 days following the final tabulation of the shareowner vote, the Governance, Nominating and Sustainability Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation. The Board must then promptly disclose its decision-making process. In a contested election, the required vote would be a plurality of votes cast. Full details of this policy are set forth in our Guidelines for Corporate Governance, which can be found in the Corporate Governance section of our website (www.pplweb.com/governance-documents). Proposal 1 (election of directors)
Proposal Who conducts the proxy solicitation and how much will it cost? PPL Corporation will pay the cost of soliciting proxies on behalf of the Board of Directors. In addition to the solicitation by mail, a number of regular employees may solicit proxies in person, over the internet, by telephone or by facsimile. We have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for the Annual Meeting, and we expect that the remuneration to Innisfree for its services will not exceed $15,000, plus reimbursement for out-of-pocket expenses. Brokers, banks and other holders of record who hold shares for the benefit of others will be asked to send proxy material to the beneficial owners of the shares, and we will reimburse them for their expenses. Who can assist me if I have questions about the Annual Meeting or need help voting my shares? Your vote is important! If you need any help voting your shares or have questions about the Annual Meeting, please call the firm assisting us with the solicitation of proxies: INNISFREE M&A INCORPORATED Shareowners may call toll-free at 877-825-8730 Banks and brokers may call collect at 212-750-5833 How does the company keep voter information confidential? To preserve voter confidentiality, we voluntarily limit access to shareowner voting records to certain designated employees of PPL Services Corporation. These employees sign a confidentiality agreement that prohibits them from disclosing the manner in which a shareowner has voted to any employee of a PPL affiliate or to any other person (except to the Judges of Election or the person in whose name the shares are registered), unless otherwise required by law. What is householding, and how does it affect me? • Shareowners of Record
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareowners of record who have the same address and last name will receive only one copy of the Notice
or, if you receive paper copies of the proxy materials, one copy of this Proxy Statement and the Householding conserves natural resources and reduces our distribution costs. Shareowners who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you are eligible for householding, but you and other shareowners of record with whom you share an address currently receive multiple copies of the Notice or this Proxy Statement and any accompanying documents, or if you hold PPL stock in more than one account, and in either case you wish to receive only a single copy of the Notice or proxy materials for your household, please contact EQ Shareowner Services in writing: ATTN: Householding/PPL Corporation, P.O. Box 64854, St. Paul, MN 55164-0854, or by phone at 800-345-3085. Alternatively, if you participate in householding and wish to receive a separate copy of the Notice or this Proxy Statement and any accompanying documents or prefer to discontinue your participation in householding, please contact EQ Shareowner Services as indicated above and a separate copy will be sent to you promptly.
• Beneficial Owners
If you are a beneficial owner, you can request information about householding from your bank, broker or other holder of record. You may also contact Broadridge in writing: ATTN: Householding Department, 51 Mercedes Way, Edgewood, NY 11717, or by phone at 866-540-7095. When are the To be included in the proxy materials for the Corporate Secretary’s Office PPL Corporation Two 645 Hamilton Street Allentown, Pennsylvania 18101 To be properly brought before the 2025 Annual Meeting, any other proposal must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 2024 Annual Meeting or between January
Acronyms used in this proxy statement
ANNEX A
Reconciliation of Reported Earnings to Earnings from Ongoing Operations As Adjusted for Compensation Purposes
(1) Reported Earnings represents Net Income. (2) Represents a settlement agreement with Talen Montana, LLC and affiliated entities and other litigation costs. (3) Represents costs primarily related to PPL’s centralization efforts and other strategic efforts. (4) Primarily integration and related costs associated with the acquisition of Rhode Island Energy. (5) Primarily final closing and other related adjustments for the sale of PPL Safari Holdings, LLC. (6) Certain expenses related to billing issues. (7) Prior period impact related to a FERC refund order. (8) Prior period impact of a methodology change in determining unbilled revenues. (9) Primarily includes certain expenses related to distributed energy investments and certain expenses associated with a litigation settlement.
Management utilizes Earnings from • Gains and losses on sales of assets not in the ordinary course of business. • Impairment charges. • Significant workforce reduction and other restructuring effects. • Acquisition and divestiture-related adjustments. • Significant losses on early extinguishment of debt. • Other charges or credits that are, in management’s view, non-recurring or otherwise not reflective of the company’s ongoing operations.
SHAREOWNER INQUIRIES: Equiniti Trust Company EQ Shareowner Services 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 Toll Free: 1-800-345-3085 Outside U.S.: 1-651-450-4064
FOR QUESTIONS ABOUT PPL CORPORATION OR ITS SUBSIDIARIES: Refer to the following address, but note that we plan to change the mailing address of our principal executive office on or about August 1, 2024: PPL Treasury Department Two North Ninth Street Allentown, PA 18101 Via e-mail: invserv@pplweb.com PPL Corporate Offices: 1-610-774-5151 PPL Corporation, PPL Electric Utilities Corporation, Louisville Gas and Electric Company and Kentucky Utilities Company file a joint Form 10-K Report with the Securities and Exchange Commission. The Form 10-K Report for
PPL CORPORATION C/O PROXY SERVICES P.O. BOX 9163 FARMINGDALE, NY 11735
SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before the Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May During the Meeting - Go to www.virtualshareholdermeeting.com/ PPL2024 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May instructions VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. We must receive your mailed proxy card no later than 11:59 p.m. Eastern Time on May 14, 2024. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY PPL CORPORATION The Board of Directors recommends a vote FOR each Director Nominee included in Proposal 1 and FOR Proposals 2 and 3. 1. Election of directors: For Against Abstain 1a. Arthur P. Beattie 1e. Vincent Sorgi 1c. Heather B. Redman 1f. Linda G. Sullivan 1i. Phoebe A. Wood 1j. Armando Zagalo de Lima Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1b. Raja Rajamannar 1d. Craig A. Rogerson 1g. Natica von Althann 1h. Keith H. Williams 2. Advisory vote to approve compensation of named executive officers 3. Ratification of the appointment of Independent Registered Public Accounting Firm THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. FOR ANY OTHER MATTERS PROPERLY PRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
PPL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, MAY 15, 2024 9:00 A.M. EASTERN TIME
V32895-P04637-Z86858 PPL CORPORATION Annual Meeting of Shareowners May This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 15, 2024 Vincent Sorgi and Wendy E. Stark, and each of them, are hereby appointed proxies, with the power of substitution, to vote the shares of the undersigned, as directed on the reverse side of this proxy, at the Annual Meeting of Shareowners of PPL Corporation to be held on May The shares of stock you hold in the account or in a dividend reinvestment account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted 3. By signing the proxy, you revoke all prior proxies and appoint Vincent Sorgi and Wendy E. Stark, and each of them, with full power of substitution, to vote these shares on the matters shown on the reverse side and any other matters which may properly come before the Annual Meeting and all adjournments or postponements thereof. Continued and to be signed on reverse side
PPL CORPORATION C/O PROXY SERVICES P.O. BOX 9163 FARMINGDALE, NY 11735
SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before the Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May VOTE BY MAIL Mark, sign and date your ballot card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. We must receive your mailed ballot card no later than 11:59 p.m. Eastern Time on May 10, 2024. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS BALLOT CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY PPL CORPORATION The Board of Directors recommends a vote FOR each Director Nominee included in Proposal 1 and FOR Proposals 2 and 3. 1. Election of directors: For Against Abstain PPL CORPORATION C/O PROXY SERVICES P.O. BOX 9163 FARMINGDALE, NY 11735 1a. Arthur P. Beattie 1e. Vincent Sorgi 1c. Heather B. Redman 1f. Linda G. Sullivan 1i. Phoebe A. Wood 1j. Armando Zagalo de Lima 1b. Raja Rajamannar 1d. Craig A. Rogerson 1g. Natica von Althann 1h. Keith H. Williamson 2. Advisory vote to approve compensation of named executive officers 3. Ratification of the appointment of Independent Registered Public Accounting Firm For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
PPL CORPORATION ANNUAL MEETING OF SHAREOWNERS WEDNESDAY, MAY 15, 2024 9:00 A.M. EASTERN TIME
PPL CORPORATION Annual Meeting of Shareowners May Employee Stock Ownership Plan (ESOP) This ballot is solicited by the Board of Directors This is a ballot for voting these shares of PPL Corporation Common Stock held in the ESOP. Please complete the ballot card and return in the envelope provided or vote by telephone or the internet. Fidelity Management Trust Company, as Trustee of the ESOP, will vote shares held in your ESOP Account as directed on the ballot at the Annual Meeting of Shareowners of PPL Corporation to be held on May 15, 2024. If you do not return your ballot card, or return it unsigned, or do not vote by telephone or internet, the ESOP provides that the Trustee will vote these shares in the same percentage as shares held by participants for which the Trustee has received timely voting instructions. Please review the information carefully and indicate how you wish these shares to be voted at the Annual Meeting. Mark, sign, date and use the return envelope for mailing your ballot (if you do not vote by telephone or internet) to Fidelity Management Trust
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