PPL Corp
For the period ended Apr 3, 2024. Filed Apr 3, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 3, 2024 · Filed Apr 3, 2024
Contents
PROXY 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 2023 Annual Report before you vote.
We first released this proxy statement and the accompanying materials to shareowners on or about April 3, 2024.
VOTING 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. | |
| •Ratification of Deloitte & Touche LLP as independent auditor for 2024 ... Page 88. | |
| ✓ | Your Board recommends a vote FOR both proposals. |
PERFORMANCE HIGHLIGHTS FOR 2023
| Earnings Growth | Dividend Growth | Premier Credit Rating | Prudent Investments |
|---|---|---|---|
| Exceeded the midpoint of 2023 earnings from ongoing operations forecast1 | Delivered dividend growth aligned with our projected 6-8% earnings per share growth target | Maintained one of U.S. utility sector’s best credit profiles, that supports growth without equity issuances through 2027 | Completed $2.4 billion in planned infrastructure investment to build a smarter, more resilient grid and integrate future DERs |
| Exceptional Reliability | CustomerAffordability | Sustainable Energy Future | Innovative Technologies |
|---|---|---|---|
| Delivered first-quartile reliability performance2 for our customers in our Kentucky, Pennsylvania and Rhode Island operations | Exceeded our 2023 O&M savings target, achieving $75 million in annual savings to help keep energy affordable for our customers | Secured approval to replace 650 MW of aging fossil-fuel generation3 with a reliable, affordable and cleaner energy mix | Partnered on more than 150 research and development initiatives to accelerate clean energy technologies |
See page 38 for additional information on PPL’s performance highlights for 2023.
"Earnings from ongoing operations" is a non-GAAP financial measure that is adjusted for special items. See Annex A for a description of the adjustments.
Based on the System Average Interruption Frequency Index (SAIFI), which represents the average number of interruptions that a customer experiences over a specific period for each customer served.
Reflects approval of the Kentucky Public Service Commission for Louisville Gas and Electric Company and Kentucky Utilities Company to retire 600 MW of aging coal generation and more than 50 MWs of aging peaking units by 2027, replacing them with 640 MW of combined-cycle natural gas and more than 1,000 MW of solar and energy storage.
PPL CORPORATION 2024 Proxy Statement 1
DIRECTOR NOMINEES
| Name | Age | DirectorSince | Principal Occupation | Independent | CommitteeMemberships(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 & CommunicationsOfficer 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 theBoard | EC, PCC |
| Vincent Sorgi | 52 | 2020 | President and Chief Executive Officer, PPL Corporation | ManagementDirector | 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 andretired 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 |
(1)
Committees: AC – Audit EC – Executive FC – Finance GNSC – Governance, Nominating and Sustainability PCC – People and Compensation
For more detailed information as to individual nominees, please see “Proposal 1: Election of Directors” beginning on page 6.
2 PPL CORPORATION 2024 Proxy Statement
*Based on gender, race, ethnicity and nationality
CORPORATE GOVERNANCE HIGHLIGHTS
Board composition and refreshment is a priority for the Board of Directors, as the board is most effective with directors representing various qualifications, backgrounds, experience and perspectives. Most recently, in January 2023, the Board elected Ms. Sullivan as an independent director. Ms. Sullivan joined the PPL Board with over 20 years of experience at Edison International, an electric and gas utility holding company, and with significant experience as the former Chief Financial Officer of American Water Works Company Inc., a water and wastewater utility. Ms. Sullivan was identified through a search for a new director with significant utility experience. Pursuant to our Guidelines for Corporate Governance, qualified candidates from diverse backgrounds, including diversity of gender and race, were included in the pool of candidates considered.
In 2023, we continued our ongoing outreach efforts through dialogue with our shareowners. Senior management and Board members, including PPL’s CEO and independent Chair, participated in this process and discussed the company’s 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.
In January 2023, at the recommendation of the Governance, Nominating and Sustainability Committee, or GNSC, the Board of Directors approved revisions to the Guidelines for Corporate Governance to clarify the ethics and conflict of interest provisions. The updated Guidelines require notification of any actual or potential conflict; recusal from discussions or decisions which present a conflict with personal, business or professional interests; and resignation if a significant conflict exists and cannot be resolved.
PPL CORPORATION 2024 Proxy Statement 3
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 2023, 86% of the CEO’s target compensation opportunity was “at-risk” and 72% was performance-based.
| CompensationElement | Features for 2023 |
|---|---|
| Base Salary | •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 operational performance, as well as individual performance•Capped at two times target payout for top performance |
| Long-term Equity Incentives (LTI) | |
| Performance Units Basedon TSR, EG and ESG80% 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 anyTSR-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 compound annual growth rate from the mid-point of the ongoing earnings per share guidance for 2023 compared to the actual ongoing earnings results at the end of the performance periodESG-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 2024 Proxy Statement
Pay for Performance
For 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, (4) individual performance, (5) relative TSR performance, (6) corporate earnings growth and (7) corporate ESG metrics. All of our goals align with our commitment to shareowners to create long-term value for shareowners.
Performance-based compensation paid out for 2023 performance resulted in:
Annual cash incentive award payouts for NEOs at approximately 134% of target.
2021-2023 performance awards paid out at approximately 132.5% of target in the aggregate.
TSR-based performance units, which comprised 40% of the total LTI grants made to our NEOs in 2021, paid out at target for the 2021-2023 performance period.
ROE-based performance units, which comprised 40% of the total LTI grants made to our NEOs in 2021, paid out at 165% of target for the one-year performance period of January 1 through December 31, 2021.
PPL CORPORATION 2024 Proxy Statement 5
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.