PPL Corp
For the period ended May 16, 2025. Filed Apr 2, 2025.
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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.
May 16, 2025 · Filed Apr 2, 2025
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 2024 Annual Report before you vote.
We first released this proxy statement and the accompanying materials to shareowners on or about April 2, 2025.
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 35. | |
| •Ratification of Deloitte & Touche LLP as independent auditor for 2025 ... Page 83. | |
| ✓ | Your Board recommends a vote FOR both proposals. |
| Shareowner Proposal ... Page 86. | |
|---|---|
| X | Your Board recommends a vote AGAINST this proposal. |
PERFORMANCE HIGHLIGHTS FOR 2024
See page 37 for additional information on PPL’s performance highlights for 2024.
2024 reported earnings (GAAP) were $1.20 per share and, adjusting for special items, ongoing earnings were $1.69 per share, which represented a 7% increase over the midpoint of the company’s 2023 ongoing EPS target. "Earnings from ongoing operations" or "ongoing earnings" is a non-GAAP financial measure that is adjusted for special items. See Annex A for a reconciliation of earnings from ongoing operations.
Savings based on a 2021 baseline and driven by the continued deployment of smart grid technology, automation and data science.
Reliability performance based on System Average Interruption Frequency Index (SAIFI), the average number of interruptions that a customer experiences over a specific period for each customer served.
Generation performance based on Equivalent Forced Outage Rate (EFOR). Represents the number of hours a unit is forced offline, compared to the number of hours a unit is running.
PPL CORPORATION 2025 Proxy Statement 1
DIRECTOR NOMINEES
| Name | Age | DirectorSince | Principal Occupation | Independent | CommitteeMemberships(1) |
|---|---|---|---|---|---|
| Arthur P. Beattie | 70 | 2020 | Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer, Southern Company | ● | AC (Chair), EC, FC |
| Raja Rajamannar | 63 | 2011 | Chief Marketing & CommunicationsOfficer and President, Healthcare,MasterCard Incorporated | ● | FC, GNSC |
| Heather B. Redman | 60 | 2021 | Co-Founder and Managing Partner, Flying Fish Partners | ● | AC, FC |
| Craig A. Rogerson | 68 | 2005 | Executive Chairman, The Lycra Company, and retired Chairman, President and Chief Executive Officer, Hexion Holdings Corporation | ●Chair of theBoard | EC (Chair), PCC |
| Vincent Sorgi | 53 | 2020 | President and Chief Executive Officer, PPL Corporation | ManagementDirector | EC |
| Linda G. Sullivan | 61 | 2023 | Retired Chief Financial Officer and Executive Vice President, American Water Works Company Inc. | ● | AC, PCC |
| Natica von Althann | 74 | 2009 | Retired financial and risk executive at Bank of America and Citigroup | ● | EC, FC, PCC (Chair) |
| Keith H. Williamson | 72 | 2005 | President and Director, Centene Foundation, and former Executive Vice President, Secretary and General Counsel, Centene Corporation | ● | AC, GNSC |
| Phoebe A. Wood | 71 | 2018 | Principal of CompaniesWood andretired Vice Chairman and Chief Financial Officer of Brown-Forman Corporation | ● | EC, GNSC (Chair), PCC |
| Armando Zagalo de Lima | 66 | 2014 | Retired Executive Vice President,Xerox Corporation | ● | EC, FC (Chair), GNSC |
(1)
Committees: AC – Audit EC – Executive FC – Finance GNSC – Governance, Nominating and Sustainability PCC – People and Compensation
In selecting director nominees, the Governance, Nominating and Sustainability Committee considers skills, expertise, background, professional experience, education, and other individual characteristics that contribute to the Board's collective strength. PPL does not engage in illegal or discriminatory preferences based on gender, race, ethnicity, national origin or other protected class or status. For more detailed information as to individual nominees, please see “Proposal 1: Election of Directors” beginning on page 6.
2 PPL CORPORATION 2025 Proxy Statement
CORPORATE GOVERNANCE HIGHLIGHTS
The company took several key steps to implement PPL's utility of the future strategy, including the appointment in February 2024 of Dean A. Del Vecchio, our Executive Vice President and Chief Technology & Innovation Officer (CTIO). The CTIO is a newly created position and reflects the priority of advanced technology in our utility of the future strategy. PPL has a stated mission to provide safe, affordable, reliable, sustainable energy to our customers and competitive, long-term returns to shareowners, and to succeed we must embrace new technologies and innovative solutions to address the challenges of our business.
In 2024 and early 2025, the company implemented a reorganization of its leadership team, designed to be agile and reflect our business priorities. Following these organizational adjustments, our Corporate Leadership Council includes our:
President and Chief Executive Officer (CEO);
Executive Vice President and Chief Financial Officer (CFO);
Executive Vice President and Chief Technology & Innovation Officer (CTIO);
Executive Vice President and Chief Operating Officer-Utilities (COO-Utilities);
Executive Vice President-Engineering, Construction and Generation (EVP-Eng, Constr and Gen);
Executive Vice President-Utilities and Chief Legal Officer (EVP-Utilities and CLO); and
Executive Vice President and Chief Human Resources Officer (CHRO).
This key reorganization was completed in March 2024 with additional changes announced in January 2025. Changes include:
The presidents of each of our operating companies report to our Executive Vice President-Utilities and Chief Legal Officer, with a focus on external affairs, policy and regulatory strategy. J. Gregory Cornett was appointed as President of Rhode Island Energy as part of this reorganization.
As previously announced, the responsibilities of Francis X. Sullivan, our former Executive Vice President and Chief Operating Officer, were assumed by other officers of the company. David J. Bonenberger became Executive Vice President and Chief Operating Officer-Utilities (COO-Utilities) and Lonnie E. Bellar became Executive Vice President-Engineering, Construction and Generation (EVP-Eng, Constr and Gen), with both reporting to our CEO.
In November 2024, Jeffrey R. Jankowski was elected as Corporate Secretary.
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. When undertaking a director search, the GNSC and the Board identify the appropriate skills, qualifications and characteristics for new candidates to complement the existing Board. This measured and thoughtful approach to refreshment has been successful, including in recent years.
In 2024, we continued our ongoing outreach efforts through dialogue with our shareowners. Senior management, including PPL’s CEO and EVP-Utilities and CLO, participated in this process and discussed the company’s strategy including its approach to a cleaner energy future and related disclosures; risk oversight; board composition and refreshment; executive compensation; and corporate governance practices.
PPL CORPORATION 2025 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 2024, 79% of the CEO’s target compensation opportunity was “at-risk” and 68% was performance-based.
| CompensationElement | Features for 2024 |
|---|---|
| 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, corporate strategic initiatives, and corporate 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 LTS80% 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), and beginning in 2024, our compensation peer groupEG-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 2024 compared to the actual ongoing earnings results at the end of the performance periodLTS-based Performance Units (25% of Performance Units)•Based on three-year performance of long-term sustainability measures, including employee and contractor safety and reductions in building energy usage |
| 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 2025 Proxy Statement
Pay for Performance
For 2024, 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) corporate strategic initiatives, (3) corporate operational goals, (4) individual performance, (5) relative TSR performance, (6) corporate earnings growth and (7) corporate sustainability metrics. All of our goals align with our commitment to shareowners to create long-term value for shareowners.
Performance-based compensation paid out for 2024 performance resulted in:
Annual cash incentive award payouts for NEOs at approximately 115% of target.
2022-2024 performance awards paid out as follows:
TSR-based performance units, which comprised 40% of the total LTI grants made to our NEOs in 2022, paid out at 157% of target for the 2022-2024 performance period.
EG-based performance units, which comprised 20% of the total LTI grants made to our NEOs in 2022, paid out at 146% of target for the 2022-2024 performance period.
Sustainability-based performance units, which comprised 20% of the total LTI grants made to our NEOs in 2022, paid out at 196% of target for the 2022-2024 performance period.
PPL CORPORATION 2025 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.