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
Table of Contents
| PROXY SUMMARY | Page 1 | STOCK OWNERSHIP | Page 33 |
|---|---|---|---|
| DIRECTORS, EXECUTIVE OFFICERS AND | |||
| PROPOSAL 1: ELECTION OF DIRECTORS | Page 6 | CERTAIN BENEFICIAL OWNERS | 33 |
| OUR NOMINEES STANDING FOR ELECTION | 10 | ||
| TRANSACTIONS WITH RELATED PERSONS · Page 35 | |||
| GOVERNANCE OF THE COMPANY | Page 20 | ||
| BOARD OF DIRECTORS | 20 | EXECUTIVE COMPENSATION | Page 36 |
| Attendance | 20 | PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS | 36 |
| Independence of Directors | 20 | ||
| Outside Board and Audit Committee | |||
| Memberships | 20 | PEOPLE AND COMPENSATION | |
| Executive Sessions; Independent Chair of the | COMMITTEE REPORT | 37 | |
| Board | 20 | COMPENSATION DISCUSSION AND | |
| Board Leadership Structure | 20 | ANALYSIS (CD&A) | 37 |
| Board and Committee Evaluations | 21 | Table of Contents for CD&A | 37 |
| Guidelines for Corporate Governance | 21 | NAMED EXECUTIVE OFFICERS | 38 |
| Communications with the Board | 21 | 2023 PERFORMANCE ACHIEVEMENTS | |
| Code of Ethics | 21 | AND PAY ALIGNMENT | 38 |
| Shareowner Engagement | 21 | Overview of 2023 Performance | 38 |
| BOARD COMMITTEES | 23 | How We Align PPL’s Compensation Program | |
| Board Committee Membership | 23 | with Performance | 40 |
| Principal Functions of Each Committee | 24 | Changes to the Compensation Program for | |
| Audit Committee | 24 | 2023 and 2024 | 42 |
| Executive Committee | 24 | 2023 Pay and Performance | 42 |
| Finance Committee | 24 | 2023 Say-on-Pay Advisory Vote | |
| Governance, Nominating and Sustainability | and Shareowner Engagement | 42 | |
| Committee | 25 | OVERVIEW OF PPL’S EXECUTIVE | |
| People and Compensation Committee | 25 | COMPENSATION PROGRAM FRAMEWORK | 43 |
| Compensation Processes and Procedures | 26 | Aligning Employees and Compensation | |
| CEO and Other Management Succession | 26 | Strategies with Our Corporate Strategic | |
| Chair of the Board Succession | 27 | Framework | 43 |
| Board Refreshment and Director Nomination | Elements of NEO Compensation | 43 | |
| Process | 27 | Process for Setting Executive Compensation | 45 |
| Proxy Access - Nominations for Director for | Use of Market Data | 45 | |
| Inclusion in PPL’s 2025 Proxy Statement | 28 | Establishing Performance Targets | 46 |
| Shareowner Nominations for the 2025 Annual | 2023 NAMED EXECUTIVE OFFICER | ||
| Meeting | 28 | COMPENSATION | 46 |
| THE BOARD’S ROLE IN RISK OVERSIGHT | 29 | Base Salary | 46 |
| Overview | 29 | 2023 Annual Cash Incentive Awards | 47 |
| Board Oversight of Key Topics | 29 | 2023 Long-term Equity Incentive Award | |
| Oversight of Cybersecurity Risks | 29 | Grants | 53 |
| Oversight of Sustainability | 30 | Other Elements of Compensation | 56 |
| COMPENSATION OF DIRECTORS | 31 | GOVERNANCE POLICIES UNDERPINNING | |
| 2023 Director Pay Components | 31 | OUR COMPENSATION FRAMEWORK | 60 |
| Directors Deferred Compensation Plan | 31 | Executive Equity Ownership Guidelines | 60 |
| Director Equity Ownership Guidelines | 31 | Hedging and Pledging Prohibitions | 60 |
| Continuing Education, Events and Expense | Clawback Policy | 61 | |
| Reimbursement | 31 | Compensation Risk Assessment | 61 |
| 2023 Director Compensation | 32 | ADDITIONAL INFORMATION | 61 |
PPL CORPORATION 2024 Proxy Statement i
TABLE OF CONTENTS
| Other Compensation | 61 | Additional Benefits | 74 |
| Tax Implications of Our Executive | Termination Benefits | 74 | |
| Compensation Program | 62 | Severance | 74 |
| EXECUTIVE COMPENSATION TABLES | 63 | Annual Cash Incentive Awards | 75 |
| Summary Compensation Table (SCT) | 63 | Long-term Incentive Awards | 75 |
| Grants of Plan-Based Awards During 2023 | 65 | CEO PAY RATIO | 82 |
| Outstanding Equity Awards at Fiscal Year-End | PAY VERSUS PERFORMANCE | 83 | |
| 2023 | 66 | ||
| Option Exercises and Stock Vested in 2023 | 68 | PROPOSAL 3: RATIFICATION OF THE | |
| Pension Benefits in 2023 | 68 | APPOINTMENT OF INDEPENDENT | |
| Nonqualified Deferred Compensation in 2023 | 71 | REGISTERED PUBLIC ACCOUNTING FIRM | Page 88 |
| POTENTIAL PAYMENTS UPON | Fees to Independent Auditor for 2023 and | ||
| TERMINATION OR CHANGE IN CONTROL | 2022 | 88 | |
| OF PPL CORPORATION | 73 | Report of the Audit Committee | 89 |
| Change-in-Control Benefits | 73 | ||
| Payment Triggers and Benefits | 73 | GENERAL INFORMATION | Page 91 |
| Defined Terms under Change-in-Control | |||
|---|---|---|---|
| Agreements | 74 | ANNEX A | Page A-1 |
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 about our future goals, strategy, plans, earnings or 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, 2023 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 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.