DEF 14A of PPL Corp, Apr 3, 2024

DEF 14A of PPL Corp

Filed Apr 3, 2024 · FY20230000950170-24-040720

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | 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 Board | EC, PCC | | Vincent Sorgi | 52 | 2020 | President and Chief Executive Officer, PPL Corporation | Management Director | 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 |

  3. DIRECTOR NOMINEES

    (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. *Based on gender, race, ethnicity and nationality

  4. Skills, Experience and Attributes of Our Director Nominees

    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: • have extensive knowledge of and experience in the regulated utility business and other regulated industries; • are seasoned senior executives in the areas of corporate finance, capital markets, and accounting; • bring deep knowledge of strategic planning, risk management, and operations; • understand human capital management, safety, and labor issues; • are adept at managing risks related to climate change and cybersecurity; and • represent diverse backgrounds and viewpoints. 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.

  5. Skills, Experience and Attributes of Our Director Nominees

    | | 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. |

  6. Skills, Experience and Attributes of Our Director Nominees

    | | 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. | | | 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. | | | 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. For directors with specific regulated utility experience, their background allows for a detailed and nuanced understanding of the challenges facing the company and supports contributions to and refinements of the company’s strategic direction. | | | 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. | | | 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. | | | Cybersecurity 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. | | | 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. |

  7. Skills, Experience and Attributes of Our Director Nominees

    All of our director nominees have extensive senior executive leadership skills. The table below identifies no more than five additional key skills and qualifications of each director nominee. * Tenure (based on anniversary date) and age as of April 3, 2024

  8. Skills, Experience and Attributes of Our Director Nominees

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  9. OUR NOMINEES STANDING FOR ELECTION

    OUR NOMINEES STANDING FOR ELECTION

  10. 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 | |

  11. OUR NOMINEES STANDING FOR ELECTION

    | Director since: 2011 Age: 62 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 | |

  12. OUR NOMINEES STANDING FOR ELECTION

    | 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 Investment Board | |

  13. OUR NOMINEES STANDING FOR ELECTION

    | 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 retired in January 2023, Mr. Rogerson brings years of demonstrated leadership ability as the former chief executive officer of large global chemical manufacturing companies, which he led through business and industry transformations. Mr. Rogerson provides a continuity of perspective and institutional insight to our Board. 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 innovation. He also has extensive environmental oversight, board leadership and corporate governance experience. Career Overview • Retired Chairman, President and Chief Executive Officer (2017–2023), Hexion Holdings Corporation and its predecessor Hexion, Inc., a global producer of thermoset resins as well as other chemical platforms serving a wide range of market applications. In April 2019, Hexion Inc. filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code and successfully emerged in July 2019. • 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) | |

  14. OUR NOMINEES STANDING FOR ELECTION

    | 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 provides a wealth of knowledge of strategy, risk management, regulatory oversight, human capital management, financial planning, innovation in the utility space, and mergers and acquisitions from a regulated utility industry perspective. As Chief Executive Officer, Mr. Sorgi has led PPL’s transformation over the past two years as it evolves into a premier, pure-play U.S. regulated utility holding company. In his prior role as Chief Operating Officer, he led the day-to-day operations of PPL’s high-performing utilities. As Chief Financial Officer from 2014 to 2019, Mr. Sorgi was instrumental in guiding PPL through the spinoff of its competitive generation business. Under Mr. Sorgi's leadership, PPL is advancing the future of energy technology and infrastructure while driving long-term value for customers and shareowners. 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 | |

  15. OUR NOMINEES STANDING FOR ELECTION

    | Director since: 2023 Age: 60 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 NorthWestern Energy (independent director, chair of the audit committee, member of the safety, environmental, technology and operations committee). Ms. Sullivan has been selected to succeed as NorthWestern Energy's non-executive independent Board chair and will no longer be the chair of the audit committee upon the current chair's retirement. AltaGas Ltd. (independent director, chair of the audit committee, member of the human resources and compensation committee). | |

  16. OUR NOMINEES STANDING FOR ELECTION

    | Director since: Dec. 2009 Age: 73 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). She is Chair of FuelCell Energy, Inc.’s board committee for environmental, social, governance and nominating. These roles at TD Bank and FuelCell provide additional insights into leadership, governance, and regulatory matters at evolving enterprises. Career Overview • Founding Partner (2009–2013), C&A Advisors, a consulting firm in the areas of financial services and risk management • Retired Senior Credit Executive (2007–2008), Bank of America after U.S. Trust was acquired by Bank of America; former Chief Credit Officer (2003–2008), U.S. Trust, 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 FuelCell Energy, Inc. (independent director, chair of the environmental, social, governance and nominating committee, member of the audit, finance, and risk committee) | |

  17. OUR NOMINEES STANDING FOR ELECTION

    | 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 Foundation. Career Overview • President and Director (2020–present), Centene Foundation • Chief Charitable Giving Officer (2020-present) and former Executive Vice President, Secretary and General Counsel (2012–2020), Centene Corporation, a provider of managed healthcare services, primarily through Medicaid, commercial and Medicare products • 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) | |

  18. OUR NOMINEES STANDING FOR ELECTION

    | 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 Invesco Ltd. (independent director, chair of the audit committee, member of the nomination and corporate governance committee and the compensation committee) 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) | |

  19. OUR NOMINEES STANDING FOR ELECTION

    | 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) | |

  20. OUR NOMINEES STANDING FOR ELECTION

    * * * 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.

  21. OUR NOMINEES STANDING FOR ELECTION

    | Your Board of Directors recommends that you vote FOR each director nominee in Proposal 1. |

  22. OUR NOMINEES STANDING FOR ELECTION

    | GOVERNANCE OF THE COMPANY |

  23. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Attendance. The Board of Directors met six times during 2023. Each director attended at least 75% of the meetings held in 2023 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 2023 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 2023 Annual Meeting of 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: Mr. Beattie, Mr. Rajamannar, Ms. Redman, Mr. Rogerson, Ms. Sullivan, Ms. von Althann, Mr. Williamson, Ms. Wood and Mr. Zagalo de 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. In 2023, the Board specifically considered Ms. Sullivan's position as a director for NorthWestern Energy Group d/b/a NorthWestern Energy, which is an unsecured creditor of affiliates of Talen Energy Corporation, because at the time PPL had pending litigation adverse to certain affiliates of Talen Energy Corporation. 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, 2023. In 2024, the Board determined there were no facts or circumstances that impair the independence of 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. Mr. Rogerson presides at these executive sessions and also serves as the independent Chair of the Board. Board Leadership Structure. Mr. Rogerson has served as independent Chair 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. 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 ongoing recent refreshment among our Board members, including the addition of Ms. Sullivan 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. 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 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. The responses and feedback from the questionnaires were summarized and presented to the full Board, then discussed with the entire Board in executive session at its January 2024 meeting. The Board and management take appropriate action to address suggestions and 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's Office PPL Corporation Two City 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.

  24. BOARD OF DIRECTORS

    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). Shareowner Engagement. We engage with our shareowners throughout the year in a variety of forums involving our directors, senior management, investor relations group, sustainability officer and legal department. We meet with our shareowners in person, by telephone or videoconference and at external venues, and attend conferences and other forums at which shareowners are present. 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. Over the past several years, the input we received from shareowners has influenced and informed the following actions related to sustainability, corporate governance, and executive compensation: • We communicated a multi-pronged clean energy strategy to guide the company’s transition. Our clean energy strategy includes net-zero by 2050 and interim goals. We have disclosed our strategy, specific clean energy initiatives and our emissions profile in company reports and in our CDP (formerly the Carbon Disclosure Project) climate survey. • In March of 2021, we appointed Mr. Rogerson as independent Chair of the Board, separating the positions of CEO and Chair of the Board. • We have continued our ongoing board refreshment, including the addition of Mr. Beattie in 2020, Ms. Redman in 2021, and Ms. Sullivan in January 2023. • We have established clear lines of oversight by our Board, including the oversight of cybersecurity by the full Board of Directors. • We included ESG target metrics in executive compensation beginning in 2022 and continuing in 2023, including in both the short-term incentive and long-term incentive awards, as more fully discussed in the Compensation Discussion and Analysis (CD&A) beginning on page 37. • For our 2024 compensation program, we identified a compensation peer group consisting of 16 publicly-traded utility companies that are comparably sized and operationally similar to PPL. • We adopted enterprise-wide policies on the environment, human rights, and health and safety to clearly articulate the company’s approach on these important ESG topics. • 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. • We made publicly available the company’s climate policy principles that guide the company’s advocacy on climate-related regulations and legislative proposals.

  25. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  26. 2023 Director Pay Components

    2023 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 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 Board leadership positions.

  27. 2023 Director Pay Components

    | | | Additional Retainers for Board Leadership | | | | Annual Retainer Components | Non- Employee Directors | 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 |

  28. 2023 Director Pay Components

    (1) The annual cash retainer and other fees are payable in quarterly installments to each director unless voluntarily deferred to the director’s deferred stock account or deferred cash account under the Directors Deferred Compensation Plan, or DDCP. (2) Each deferred stock unit represents the right to receive a share of PPL common stock and is fully vested upon grant but is not paid to the director until after retirement (as discussed below with respect to payments under the DDCP). Deferred stock units do not have voting rights, but accumulate quarterly dividend equivalents, which are reinvested in additional deferred stock units and are also not paid to the director until retirement. The People and 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 PCC’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.

  29. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  30. 2023 DIRECTOR COMPENSATION

    | | 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 | $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 |

  31. 2023 DIRECTOR COMPENSATION

    (1) This column reports the dollar amount of retainers either actually paid in cash or voluntarily deferred into cash accounts under the DDCP for Board and committee service by each director for 2023. The cash retainers for the 2023 committee chairs were: Mr. Beattie (Audit — $25,000); Mr. Rogerson (Executive — $20,000); Ms. von Althann (PCC — $20,000); Ms. Wood (GNSC — $20,000); and Mr. Zagalo de Lima (Finance — $20,000). Mr. Rogerson also received a $165,000 retainer for serving as the independent Chair of the Board. Ms. Redman voluntarily deferred $120,000 of her retainer into the deferred cash account under the DDCP. (2) This column reports the dollar amount of retainers voluntarily deferred into deferred stock accounts under the DDCP in 2023. (3) This column represents the grant date fair value of the mandatorily deferred portion of the annual retainer during 2023 as calculated under ASC Topic 718. The grant date fair value for the deferred stock units was calculated using the closing price of PPL common stock on the NYSE on the date of grant. Deferred stock units are granted in quarterly installments on the first business day of each fiscal quarter. 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. For Mr. Beattie, Ms. Redman, Mr. Rogerson, Ms. von Althann, Mr. Williamson and Ms. Wood, this column reflects contributions made under our charitable matching gift program. Non-employee directors are eligible to participate in our charitable matching gift program on the same basis as employees. Under the program, PPL will contribute, on a 100% matching basis, up to $10,000 per year per person to specified charitable institutions. For Mr. Rogerson, this column also includes $0 incremental cost for spousal flights.

  32. 2023 DIRECTOR COMPENSATION

    | STOCK OWNERSHIP |

  33. Driving Operational Efficiencies and Long-term Value

    Driving 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 Kentucky that was among the nation’s best. In addition, we continued to provide a smooth and seamless transition to PPL management 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 cleaner 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.

  34. How We Align PPL’s Compensation Program with Performance

    | | 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 49 for a description of the goals and the respective weighting) | • Portion of Annual Cash Incentive | | Business Segment Operational Goals | • Operational goals for each of LKE, PPL Electric and RIE (see page 49 for a description of the goals for each business segment) | • 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 2023, the baseline was the mid-point of the ongoing earnings forecast range. | • 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 |

  35. Changes to the Compensation Program for 2023 and 2024

    Changes to the Compensation Program for 2023 and 2024 • Following the acquisition of RIE, the PCC approved the Corporate TSA Execution Goals, new in 2023, to ensure the organization is focused on successful, on-budget integration of five critical applications that then allow for PPL to end services under the TSA with National Grid. • Following discussion with shareowners, for 2024, the PCC reviewed and identified a compensation peer group consisting of 16 publicly-traded utility companies that are comparably sized and operationally similar to PPL. This new formal compensation peer group will be used in the compensation benchmarking phase of our program as a formal market reference point in making compensation based decisions. • For our 2024 performance-based TSR awards, the relative performance peer group was changed from the UTY to match the newly adopted compensation peer group, which is comprised of other companies we believe investors view as market competitors.

  36. Elements of NEO 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 | • PCC applies judgment in setting annual salary to reflect performance, experience and responsibility, and considers market data | • 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 |

  37. Elements of NEO Compensation

    | 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 the defined performance period • 25% EG, based on the change in the company’s ongoing earnings over the defined performance period • 25% ESG metrics, with a focus on climate-related performance over the defined performance period • Three-year performance period | | 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 |

  38. Use of Market Data

    Use of Market Data The PCC 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 PCC also uses information on compensation practices from an 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. For additional insight into executive compensation practices, the PCC directed FW Cook, to conduct an executive market assessment and present market findings to the PCC. When determining 2023 compensation for our NEOs, the PCC considered these compensation data points.

  39. 2023 Annual Cash Incentive Awards

    2023 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 their relative forecasted contribution to EPS, (4) business segment operational goals (if applicable), and (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 2023. In summary, the performance measures for 2023 were as follows:

  40. 2023 Annual Cash Incentive Awards

    | 2023 PPL Cash Incentive Goal Weighting | | | | | | | | Corporate Financial | TSA | Operational Performance | | Individual | | Name(1) | Performance (EPS) | Execution | Corporate | Business Segment | Performance | | Vince Sorgi | 65% | 15% | 10% | — | 10% | | Joe Bergstein | 65% | 15% | 10% | — | 10% | | Fran Sullivan | 65% | 15% | 10% | — | 10% | | Wendy Stark | 65% | 15% | 10% | — | 10% | | John Crockett | 55% | 15% | 10% | 10% | 10% |

  41. 2023 Annual Cash Incentive Awards

    Per her Separation Agreement, Ms. Raymond received a cash payment at target in lieu of her annual cash incentive award. For additional information, please see below under "Separation Agreement for Ms. Raymond" on page 62.

  42. 2023 Annual Cash Incentive Awards

    | 2023 PPL Corporate Financial Performance | | 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 2023, the PCC approved an EPS target of $1.58. The actual Corporate EPS for 2023 was $1.60, which was above the target performance level. The percent of target opportunity earned in relation to PPL’s Corporate EPS goal was 116.67% of target. No payout for the corporate financial goal would have been made to NEOs for 2023 if Corporate EPS had been below the 50% threshold goal of $1.52. No annual cash incentive award would have been made to NEOs for 2023 if Corporate EPS had been below the funding gate of $1.48. |

  43. Customer Satisfaction

    | 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 63.8%. Customer satisfaction was negatively affected due to a customer billing issue in late 2022, which was resolved in 2023. RIE’s Customer Satisfaction achievement was above target resulting in a payout of this measure at 121.19%. | |

  44. Public Safety – Gas Leak Response Time

    | | LKE achieved a gas leak response time attainment above target for both on-hours and off-hours, resulting in a payout of 200% for on-hours and 181.25% for off-hours. 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 93.0% responded to within 30 minutes on-hours and 94.4% within 45 minutes off-hours for 2023. The company’s actual results were above these regulatory requirements at 97.8% and 98.5% on-time response for on-hours and off-hours, respectively. |

  45. Individual Performance

    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 PCC 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. Mr. Sorgi achieved performance of 180% of target. The PCC recognized his outstanding leadership in executing PPL’s strategic repositioning post-purchase of RIE and roll out of the OnePPL philosophy, and his continued commitment to advancing the operations, financial strength and culture of the organization. • Mr. Bergstein achieved performance of 180% of target. The PCC recognized his achievements in modeling PPL corporate values and his significant contributions to PPL’s strategic repositioning post-purchase of RIE, leading significant components of the acquisition’s integration, and successfully establishing the company’s integrated business plan and transformation management office. • Mr. Sullivan achieved performance of 180% of target. The PCC recognized his achievements in maintaining health and safety as a critical corporate priority, successfully establishing a centralized safety function in line with the OnePPL philosophy, his contributions in advancing the strategic repositioning of PPL and his direct leadership over the post-integration planning activities related to the RIE acquisition, including support for PPL's initiative to end services provided under the TSA. • Ms. Stark achieved performance of 180% of target. The PCC recognized her achievements in modeling PPL corporate values and her significant contribution to PPL’s strategic repositioning post-purchase of RIE, her direct leadership over the regulatory and approval processes including the support PPL received for a substantial portion of LG&E's and KU's generation replacement plan, overseeing the litigation settlement with Talen Energy Corporation related to the company's 2014 sale of hydroelectric facilities in Montana, and successfully integrating the entire legal function yielding both efficiencies as well as cost savings. • Mr. Crockett achieved performance of 150% of target. The PCC recognized his contributions toward the regulatory approval PPL received for a substantial portion of LG&E's and KU's generation replacement plan, while fostering DEI as a critical part of the company culture, supporting strong corporate values, and strong leadership developing and advancing the company’s clean energy transition strategy.

  46. Individual Annual Cash Incentive Awards for 2023 Performance

    Individual Annual Cash Incentive Awards for 2023 Performance The following annual incentive awards were approved by the PCC for 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 her annual cash incentive award.

  47. Individual Annual Cash Incentive Awards for 2023 Performance

    | | Weight x Goal Results | | | | | | | Name | Corporate Financial | TSA | Operational Performance | | Individual | 2023 Earned | | | Performance | Execution | Corporate | Business Segment | 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% | 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% | | Wendy Stark | 65% x 116.67% | 15% x 175% | 10% x 139.50% | — | 10% x 180% | 134.03% | | John Crockett | 55% x 116.67% | 15% x 175% | 10% x 139.50% | 10% x 150.02% | 10% x 150% | 134.37% |

  48. Individual Annual Cash Incentive Awards for 2023 Performance

    This resulted in the following approved annual cash incentive awards:

  49. Individual Annual Cash Incentive Awards for 2023 Performance

    | Name | 2023 Base Salary | Target Opportunity (% of Base Salary) | 2023 Earned Award | 2023 Annual Cash Incentive Award | | Vince Sorgi | $1,202,000 | 125% | 134.03% | $2,013,800 | | Joe Bergstein | 671,019 | 80% | 134.03% | 719,494 | | Fran Sullivan | 620,000 | 80% | 134.03% | 664,789 | | Wendy Stark | 567,788 | 80% | 134.03% | 608,804 | | John Crockett | 503,928 | 70% | 134.37% | 473,989 | | Steph Raymond | 466,796 | 70% | 100.00% | 326,757 |

  50. 2023 Long-term Equity Incentive Award Grants

    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.

  51. 2023 Long-term Equity Incentive Award Grants

    | Total LTI Target Opportunity (% of Base Salary) | | | | | | | Name | 2023 LTI Grant(1) | 20% Restricted Stock Units | 40% Performance Units (Based on TSR) | 20% Performance Units (Based on EG) | 20% Performance Units (Based on ESG) | | 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% |

  52. 2023 Long-term Equity Incentive Award Grants

    (1) Actual 2023 LTI Grants were made in consideration of the NEO's individual target as well as 2022 performance contributions. The PCC 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 2023.

  53. 2023 Restricted Stock Unit Grants (20% of Total LTI)

    2023 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.

  54. 2023 Restricted Stock Unit Grants (20% of Total LTI)

    | Restricted Stock Unit Awards Granted in 2023(1) | | | | | | Name | 2023 Base Salary | Target (% of Salary) | Target Value | Units Granted(2) | | Vince Sorgi | $1,202,000 | 100% | $1,202,000 | 40,996 | | Joe Bergstein | 671,019 | 55% | 369,060 | 12,588 | | Fran Sullivan | 620,000 | 40% | 248,000 | 8,459 | | Wendy Stark | 567,788 | 45% | 255,505 | 8,715 | | John Crockett | 503,928 | 32% | 161,257 | 5,500 | | Steph Raymond | 466,796 | 33% | 154,043 | 5,254 |

  55. 2023 Restricted Stock Unit Grants (20% of Total LTI)

    (1) Number of restricted stock units granted is the award value divided by the closing price of PPL common stock on the date of approval or, if later, the effective date (January 20, 2023, $29.32). All NEOs were awarded grants on January 20, 2023. (2) The number of units is rounded up to the nearest full unit.

  56. 2023 Performance Unit Award Grants (80% of Total LTI)

    2023 Performance Unit Award Grants (80% of Total LTI) The performance units awarded in 2023 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 2023 were calculated based on 2023 salary. 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.

  57. Performance Units – TSR (50% of the performance units granted)

    Performance Units – TSR (50% of the performance units granted)

  58. 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, 2023 to December 31, 2025. The PCC determined that, for the TSR awards granted in 2023, the UTY is an appropriate TSR industry group for PPL. The UTY is a market capitalization-weighted index of 20 geographically diverse, North American utility companies that are considered to be our peers by analysts and investors. |

  59. Performance Units – TSR (50% of the performance units granted)

    To achieve the target TSR award value granted in 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.

  60. Performance Units – EG (25% of the performance units granted)

    Performance Units – EG (25% of the performance units granted)

  61. 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 2023, the baseline was the mid-point of the ongoing earnings forecast range of $1.50 - $1.65. | | At the end of the three-year performance period from January 1, 2023 to December 31, 2025, actual performance will be determined as the compound annual growth from the 2023 baseline compared to the actual ongoing earnings results in 2025. | |

  62. Performance Units – EG (25% of the performance units granted)

    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 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.

  63. Performance Units – ESG (25% of the performance units granted)

    Performance Units – ESG (25% of the performance units granted) 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, 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 grants with a target retirement date of December 31, 2024 and a weighting of 75%. The PCC determined it was important to include this metric in the 2023 grants in the event regulatory delays or other 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%.

  64. Performance Units – ESG (25% of the performance units granted)

    | 2023 Performance Units - ESG Metrics | | | | | | | | Performance Measure | Goal Weight | 0% Target | 50% Target | 100% Target | 150% Target | 200% Target | | 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 | |

  65. Performance Units – ESG (25% of the performance units granted)

    (1) 0% to 200% target values represent the percentage of total fleet vehicles expected to be an EV or hybrid at year-end. The PCC granted the following performance unit awards for 2023 subject to PPL’s performance on TSR, EG and ESG over the 2023-2025 performance period.

  66. Performance Units – ESG (25% of the performance units granted)

    | Performance Unit Awards Granted in 2023(1) 50% TSR, 25% EG, and 25% ESG | | | | | | | | Name | 2023 Base Salary | Target (% of Salary) | Target Value | TSR Units Granted(2) | EG Units Granted(2) | ESG Units Granted(2) | | Vince Sorgi | $1,202,000 | 400% | $4,808,000 | 81,992 | 40,996 | 40,996 | | Joe Bergstein | 671,019 | 220% | 1,476,242 | 25,175 | 12,588 | 12,588 | | Fran Sullivan | 620,000 | 160% | 992,000 | 16,917 | 8,459 | 8,459 | | Wendy Stark | 567,788 | 180% | 1,022,018 | 17,429 | 8,715 | 8,715 | | John Crockett | 503,928 | 128% | 645,028 | 11,000 | 5,500 | 5,500 | | Steph Raymond | 466,796 | 132% | 616,171 | 10,508 | 5,254 | 5,254 |

  67. Performance Units – ESG (25% of the performance units granted)

    (1) Number of performance units granted is the award value divided by the closing price of PPL common stock on the date of approval or, if later, the effective date (January 20, 2023, $29.32). All NEOs were awarded grants on January 20, 2023. (2) The number of units is rounded up to the nearest full unit. Following the PCC’s assessment and certification of performance in early 2026, the applicable percentage of the performance unit awards and dividend equivalents will vest, if any. The PCC 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.

  68. 2021–2023 Performance Units

    2021–2023 Performance Units TSR-based performance unit awards, accounting for 40% of the total LTI award, were made to the NEOs in 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, 2021 to December 31, 2023 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 2021, subject to a one-year performance period and a three-year restriction period. The actual number of units that could vest at the end of the three-year restriction period was contingent on PPL’s annual ROE from January 1, 2021 to December 31, 2021.

  69. 2021–2023 TSR-based Performance Units

    2021–2023 TSR-based Performance Units Over the three-year performance period, PPL’s TSR ranked at the 50th percentile relative to companies in the UTY. Consequently, the 2021-2023 TSR-based performance units, and accrued dividend equivalents on the units, resulted in a payout at 100% of target. Performance units that paid out at target as a result of 2021–2023 TSR performance had a grant date value of over $2.88 million in the aggregate for the NEOs, including $1.92 million for Mr. Sorgi and $0.96 million in the aggregate for Mr. Bergstein, Mr. Sullivan, Ms. Stark and Mr. Crockett. Upon her separation, all of Ms. Raymond's outstanding TSR-based performance units were forfeited.

  70. 2021–2023 ROE-based Performance Units

    2021–2023 ROE-based Performance Units Over the one-year performance period, PPL’s annual ROE was 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 2021-2023 ROE-based performance units, and accrued dividend equivalents on the units, paid out at 165% of target. Performance units that paid out at 165% as a result of PPL’s 2021-2023 ROE performance had a grant date value of $2.88 million in the aggregate for the NEOs, including $1.92 million for Mr. Sorgi and $0.96 million in the aggregate for Mr. Bergstein, Mr. Sullivan, Ms. Stark and Mr. Crockett. Upon her separation, all of Ms. Raymond's outstanding ROE-based performance units were forfeited.

  71. Retirement Programs

    | 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 • For participants in the PPL RSP, matching contributions of up to 4.5% and fixed contributions based on years of service and eligible compensation, contributions range from 3% to 7% of the participants’ 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 RSP because of statutory limits on qualified plan benefits • 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 |

  72. Retirement Programs

    | Savings Plans | Description | NEO Participants | | LG&E and KU Savings Plan | • Tax-qualified defined contribution plan • LKE provides matching contributions of up to 4.5% of the participant’s compensation subject to contribution limits imposed by the IRS • LKE provides an additional fixed contribution based on years of service and eligible compensation, subject to contribution limits imposed by the IRS. Contributions range from 3% to 7% of participants eligible compensation • Compensation includes base salary, plus annual cash incentive 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 fixed contributions are made under this plan on behalf of eligible participants to make up for matching contributions and fixed contributions that could not be made on behalf of such participants under the LG&E and KU Savings Plan because of statutory limits on qualified plan benefits • Compensation includes base salary plus annual cash incentive award • There is no vesting condition for the company matching contributions or fixed contributions | Crockett |

  73. GOVERNANCE POLICIES UNDERPINNING OUR COMPENSATION FRAMEWORK

    | 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 |

  74. 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. 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 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 73, and “Termination Benefits” beginning on page 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. 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 73 and “Termination Benefits” beginning on page 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.

  75. SUMMARY COMPENSATION TABLE (SCT)

    SUMMARY COMPENSATION TABLE (SCT)

  76. SUMMARY COMPENSATION TABLE (SCT)

    | Name and Principal Position(1) | Year | Salary(2) | Bonus(3) | Stock Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | Total Without Change in Pension Value(8) | | 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 | | | | | | | | | |

  77. SUMMARY COMPENSATION TABLE (SCT)

    (1) This column reflects the title of each NEO as of December 31, 2023. Effective March 4, 2024, Ms. Stark's title changed to Executive Vice President-Utilities, Chief Legal Officer (CLO) and Corporate Secretary and Mr. Crockett was named Chief Development Officer of the company, in addition to his role as President of LKE. Ms. Raymond separated from the company on September 1, 2023. (2) Salary includes cash compensation deferred to the PPL Executive Deferred Compensation Plan or, for Mr. Crockett, to the LG&E and KU Nonqualified Savings Plan. The following NEOs deferred salary in 2023 in the amounts indicated: Mr. Sorgi ($36,040); Mr. Bergstein ($46,945); Ms. Stark ($56,747) and Mr. Crockett ($58,140). These amounts are included in the “Nonqualified Deferred Compensation in 2023” table on page 71 as executive contributions for the last fiscal year. (3) Bonus for Ms. Stark in 2021 and 2023 represents a sign-on award, which was payable 50% upon her employment start date and 50% upon completion of a full two years of employment. (4) This column represents the aggregate grant date fair value of restricted stock units and performance units as calculated under ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value of restricted stock units is calculated using the closing price of PPL common stock on the NYSE on the date of grant. The grant date fair value of the performance units reflected in this column are the target payouts estimated using a Monte Carlo pricing model based on the probable outcome of the performance condition, determined as of the grant date, and are disclosed in the “Grants of Plan-Based Awards During 2023” table on page 65. The maximum potential values as of the grant date of the TSR-based performance units granted in 2023 assuming the highest level of performance are as follows: Mr. Sorgi — $5,673,846; Mr. Bergstein — $1,742,110; Mr. Sullivan — $1,170,656; Ms. Stark — $1,206,087; Mr. Crockett — $761,200 and Ms. Raymond — $727,154. The maximum potential values as of the grant date of the EG-based performance units granted in 2023 assuming the highest level of performance are as follows: Mr. Sorgi — $2,404,005; Mr. Bergstein — $738,160; Mr. Sullivan— $496,036; Ms. Stark — $511,048; Mr. Crockett — $322,520 and Ms. Raymond — $308,095. The maximum potential values as of the grant date of the ESG-based performance units granted in 2023 assuming the highest level of performance are as follows: Mr. Sorgi — $2,404,005; Mr. Bergstein — $738,160; Mr. Sullivan— $496,036; Ms. Stark — $511,048; Mr. Crockett — $322,520 and Ms. Raymond — $308,095. The assumptions used in the Monte Carlo pricing model of performance units-TSR were a 69.4% correlation coefficient, a 3-year expected life and a stock price volatility assumption of 25.38%. Ms. Raymond's amount represents the incremental increase in value of $368,652 computed in accordance with ASC Topic 718 resulting from the accelerated vesting of her outstanding restricted stock units as of her separation date of September 1, 2023, pursuant to her Separation Agreement. Further information regarding the 2023 awards is included in the “Grants of Plan-Based Awards During 2023” and “Outstanding Equity Awards at Fiscal Year-End 2023” tables elsewhere in this proxy statement. Amounts for 2023 represent cash awards paid in March 2024 for performance under the company’s annual cash incentive award program for 2023. These amounts include amounts the NEOs have elected to defer to the PPL Executive Deferred Compensation Plan or, for Mr. Crockett, to the LG&E and KU Nonqualified Savings Plan. The following NEOs deferred cash awards in the amounts indicated: Mr. Sorgi — $120,828; Mr. Bergstein — $143,899; Ms. Stark — $91,321 and Mr. Crockett — $28,439. These amounts will be included in the “Nonqualified Deferred Compensation in 2023” table as executive contributions in next year’s proxy statement if the executive is an NEO for 2024. This column represents the sum of the changes during 2023 in the actuarial present value of accumulated benefit in the PPL Retirement Plan and PPL Supplemental Executive Retirement Plan, or PPL SERP, for Mr. Sorgi, and the PPL Retirement Plan and PPL Supplemental Compensation Pension Plan for Mr. Bergstein and Ms. Raymond. No above-market or preferential earnings under the PPL Executive Deferred Compensation Plan or the LG&E and KU Nonqualified Savings Plan were reportable for 2023. No amounts are shown for 2022 for Mr. Sorgi or Mr. Bergstein because their change in pension value during 2022 was a negative amount. Mr. Sorgi’s net decrease in pension value for 2022 was ($1,679,475) and consisted of a decrease in the value of his accumulated benefit under the PPL Retirement Plan of ($368,817) and a decrease in the value of his accumulated benefit under the PPL SERP of ($1,310,658). Mr. Bergstein’s net decrease in pension value for 2022 was ($595,981) and consisted of a decrease in the value of his accumulated benefit under the PPL Retirement Plan of ($413,589) and a decrease in the value of his accumulated benefit under the PPL Supplemental Compensation Pension Plan of ($182,392). See “Nonqualified Deferred Compensation in 2023” beginning on page 71 for additional information. (7) The table below reflects the components of this column for 2023, which include (i) the company’s matching contribution for each individual’s 401(k) plan contributions; (ii) the company’s fixed contribution for any individual participating in the PPL RSP or the LG&E and KU Nonqualified Savings plans; (iii) the company’s contributions under nonqualified deferred compensation plans, or NQDC; (iv) certain perquisites including financial planning and tax preparation services, and executive physicals; and (v) other benefits or payments as noted.

  78. SUMMARY COMPENSATION TABLE (SCT)

    | Name | 401(k) Match | 401(k) Fixed Contribution | NQDC Employer Contributions | Financial Planning and Tax Preparation | 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 |

  79. SUMMARY COMPENSATION TABLE (SCT)

    (a) For Mr. Sorgi includes $6,750 of contributions made by the company under our charitable matching gift program, $1,495 for residential security updates, and $0 for spousal travel with no incremental cost. Under our charitable matching gift program, we will contribute, on a 100% matching basis, up to $10,000 per year per person to specified charitable institutions. (b) For Mr. Sullivan includes the cost attributed to his personal use of a company car. (c) For Ms. Raymond includes $933,592, which is 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 for outplacement assistance. This also includes $35,907 that was paid to Ms. Raymond for accrued vacation. 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 order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. The change in pension value is subject to many external variables, such as interest rates, assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that are not related to the company’s performance and are outside of the control of the PCC.

  80. GRANTS OF PLAN-BASED AWARDS DURING 2023

    GRANTS OF PLAN-BASED AWARDS DURING 2023 The following table provides information about equity and non-equity incentive plan awards granted in 2023.

  81. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | Name | Grant | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of | Grant Date Fair Value of Stock and | | | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or Units(3) | 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 |

  82. GRANTS OF PLAN-BASED AWARDS DURING 2023

    (1) These columns show the potential payout range under the 2023 annual cash incentive award program. For additional information, see “CD&A — 2023 Named Executive Officer Compensation — 2023 Annual Cash Incentive Awards” beginning on page 47. The cash incentive payout range is generally from 50% to 200% of target. If the actual Corporate EPS performance is below the funding gate requirement to achieve a payout, then the entire award will be forfeited. (2) These columns show the potential payout range for the performance units, TSR, EG and ESG, granted in 2023 to the NEOs under PPL’s SIP. Each performance unit entitles the executive to receive additional performance units each quarter equal in value to the amount of quarterly dividends paid on PPL common stock. For additional information, see “CD&A — 2023 Named Executive Officer Compensation — 2023 Long-term Equity Incentive Award Grants — 2023 Performance Unit Award Grants (80% of Total LTI)” beginning on page 53. (3) This column shows the number of forward-looking time-vested restricted stock units granted in 2023 to the NEOs under PPL’s SIP. In general, restrictions on the awards will lapse three years from the date of grant. Each restricted stock unit entitles the executive to receive additional restricted stock units each quarter equal in value to the amount of quarterly dividends paid on PPL common stock. These additional restricted stock units are payable in shares of PPL common stock at the end of the restriction period, subject to the same conditions as the underlying restricted stock units. (4) This column shows the grant date fair value, as calculated under ASC Topic 718, of the performance units and restricted stock units granted to the NEOs, without taking into account estimated forfeitures. The grant date fair value for restricted stock units and performance units based on EG and ESG were based on the closing price of PPL common stock on the NYSE on the grant date of January 20, 2023, which was $29.32. For performance units based on TSR, the grant date fair value of $34.60 was calculated on the grant date of January 20, 2023 using a Monte Carlo pricing model value, assuming a 69.4% correlation coefficient, a 3-year expected life and stock price volatility of 25.38%. (5) The payout range for TSR-based performance unit awards granted in 2023 is from 25% to 200% of target. The performance period is from 2023 through 2025. At the end of the performance period, PPL TSR for the three-year period is compared to the total return of the companies in the UTY. Shares of PPL common stock reflecting the applicable number of performance units, as well as dividend equivalents, will vest and be paid according to the applicable level of achievement of the performance goal, if any. If actual performance falls below the 25% payout level, the payout is zero. (6) The payout range for EG-based performance unit awards granted in 2023 is from 50% to 200% of target and the payout range for ESG-based performance unit awards granted in 2023 is from 50% to 175% of target. The performance period is from 2023 through 2025. As a result of Ms. Raymond's Separation Agreement, the 14,889 represents a modification to accelerate the vesting of all of outstanding restricted stock units, including the 5,254 granted on January 20, 2023. In addition, Ms. Raymond forfeited all outstanding TSR, ROE, EG and ESG performance based awards totaling 60,248 including the 10,508 TSR, 5,254 EG and 5,254 ESG awards granted on January 20,2023 included in this table.

  83. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 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, 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 29, 2023, the last trading day of 2023, which was $27.10. For additional information about stock awards, see “CD&A — 2023 Named Executive Officer Compensation — 2023 Long-term Equity Incentive Award Grants” beginning on page 53.

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Vincent Sorgi | | | | | | 121,243 | 3,285,685 | | | | | 1/27/2022(4) | | | | | | | 80,172 | 2,172,670 | | | 1/27/2022(5) | | | | | | | 60,130 | 1,629,524 | | | 1/27/2022(6) | | | | | | | 70,152 | 1,901,111 | | | 1/20/2023(4) | | | | | | | 126,507 | 3,428,336 | | | 1/20/2023(5) | | | | | | | 84,338 | 2,285,557 | | | 1/20/2023(6) | | | | | | | 42,169 | 1,142,779 | | Joseph P. Bergstein, Jr. | | | | | | 35,523 | 962,673 | | | | | 1/27/2022(4) | | | | | | | 22,614 | 612,829 | | | 1/27/2022(5) | | | | | | | 16,961 | 459,644 | | | 1/27/2022(6) | | | | | | | 19,788 | 536,251 | | | 1/20/2023(4) | | | | | | | 38,843 | 1,052,644 | | | 1/20/2023(5) | | | | | | | 25,896 | 701,790 | | | 1/20/2023(6) | | | | | | | 12,948 | 350,895 | | Francis X. Sullivan | | | | | | 9,847 | 266,854 | | | | | 1/27/2022(4) | | | | | | | 1,937 | 52,486 | | | 1/27/2022(5) | | | | | | | 1,453 | 39,386 | | | 1/27/2022(6) | | | | | | | 1,696 | 45,950 | | | 1/20/2023(4) | | | | | | | 26,102 | 707,351 | | | 1/20/2023(5) | | | | | | | 17,402 | 471,596 | | | 1/20/2023(6) | | | | | | | 8,701 | 235,798 | | Wendy E. Stark | | | | | | 21,645 | 586,580 | | | | | 1/27/2022(4) | | | | | | | 15,946 | 432,135 | | | 1/27/2022(5) | | | | | | | 11,959 | 324,102 | | | 1/27/2022(6) | | | | | | | 13,953 | 378,118 | | | 1/20/2023(4) | | | | | | | 26,892 | 728,760 | | | 1/20/2023(5) | | | | | | | 17,929 | 485,868 | | | 1/20/2023(6) | | | | | | | 8,964 | 242,934 | | John R. Crockett III | | | | | | 14,011 | 379,698 | | | | | 1/27/2022(4) | | | | | | | 11,322 | 306,832 | | | 1/27/2022(5) | | | | | | | 8,492 | 230,145 | | | 1/27/2022(6) | | | | | | | 9,908 | 268,503 | | | 1/20/2023(4) | | | | | | | 16,972 | 459,944 | | | 1/20/2023(5) | | | | | | | 11,315 | 306,629 | | | 1/20/2023(6) | | | | | | | 5,657 | 153,315 | | Stephanie R. Raymond | | | | | | 15,030 | 407,313 | | |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    (1) For a better understanding of this table, we have included an additional column showing the grant date of the unearned and unvested performance units. No stock options are outstanding and no options have been granted since 2013. All restricted stock units for the NEOs under PPL’s SIP and ICPKE vest on the third anniversary of the grant date. The dates that restrictions lapse for each restricted stock unit award granted to the NEOs and the number of restricted stock units, including any accrued dividend equivalents reflected as additional restricted stock units, are:

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | Name | Grant Date | 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 | | | | |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    (3) These performance units, including TSR, EG and ESG, are payable in shares of PPL common stock following a three-year performance period. While the performance period ends on December 31, 2024 for the 2022 awards and on December 31, 2025 for the 2023 awards, the number of performance units earned is not determined until the PCC certifies that the level of performance goals have been achieved. The number of performance units earned at the time of certification may be more or less than the number of awards reflected in this table, depending on whether or not the performance goals have been achieved and the level of achievement. See “CD&A — 2023 Named Executive Officer Compensation — 2023 Long-term Equity Incentive Award Grants — 2023 Performance Unit Award Grants (80% of Total LTI)” beginning on page 53 for a discussion of the performance goals related to TSR, ROE, EG and ESG awards and the attainment levels for each award. (4) The number of TSR-based performance units granted in 2022 disclosed in the table for each NEO represents the threshold payout amount. The threshold amount is used because PPL’s TSR was below threshold as compared to its industry peers for 2022 and 2023, the first and second year of the three-year performance period for the 2022 awards. The number of TSR-based performance units granted in 2023 disclosed in the table for each NEO represents 150% of the target payout amount. 150% of the target amount is used because PPL’s TSR was above target as compared to its industry peers for 2023, the first year of the three-year performance period for the 2023 awards, and 150% represents the next higher performance measure above target. The number of shares shown in the table for each NEO also includes dividend equivalents reflected as additional performance units. (5) The number of EG-based performance units granted in 2022 disclosed in the table for each NEO represents 150% of the target payout amount. 150% of target amount is used because, based upon 2022 and 2023 performance, the company currently expects to exceed target performance, and 150% represents the next higher performance measure above target. The number of EG-based performance units granted in 2023 disclosed in the table for each NEO represents the maximum payout amount. Although it is still early in the three-year performance period, a maximum payout amount was used because, based upon 2023 performance, the company currently expects to exceed the 150% performance measure. The number of shares shown in the table for each NEO also includes dividend equivalents reflected as additional performance units. The number of ESG-based performance units granted in 2022 disclosed in the table for each NEO represents 175% of the targeted payout amount. A projected attainment of 175% reflects a projected maximum payout (200%) for the Mill Creek Unit 1 metric and a projected target payout (100%) for each of the reduction in vehicle emissions and building energy usage metrics. These projections are based upon 2022 and 2023 performance and Kentucky regulatory approvals. The number of ESG-based performance units granted in 2023 disclosed in the table for each NEO represents the targeted payout amount, because based on 2023 performance, the company currently expects to exceed the threshold performance. The number of shares shown in the table for each NEO also includes dividend equivalents reflected as additional performance units.

  88. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table provides information for each of the NEOs with respect to (1) stock option exercises during 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 2023 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.

  89. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | 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) | | Vincent Sorgi | — | — | 233,254 | $6,330,982 | | Joseph P. Bergstein, Jr. | — | — | 67,531 | 1,846,292 | | Francis X. Sullivan | — | — | 1,338 | 36,260 | | Wendy E. Stark | — | — | 25,167 | 682,026 | | John R. Crockett III | — | — | 16,734 | 456,226 | | Stephanie R. Raymond | 18,580 | $50,538 | 1,147 | 33,630 |

  90. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1) Amounts reflect the difference between the exercise price of the stock option award and the closing price on the NYSE of the shares of PPL common stock underlying the stock option award at the time of exercise. (2) Amounts reflect the closing price on the NYSE of the shares of PPL common stock underlying the restricted stock units on the day the restrictions lapsed and the closing price on December 29, 2023 on the NYSE of the shares of PPL common stock underlying the TSR-based and ROE-based performance unit awards granted in 2021 that are deemed to have been earned as of December 31, 2023, the last day of the three-year performance period.

  91. PENSION BENEFITS IN 2023

    PENSION BENEFITS IN 2023 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.

  92. PENSION BENEFITS IN 2023

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1)(2) | Payments During Last Fiscal Year | | Vincent Sorgi | PPL Retirement Plan | 17.7 | $744,205 | — | | | PPL SERP | 17.7 | 7,765,572 | — | | Joseph P. Bergstein, Jr. | PPL Retirement Plan | 24.4 | 927,814 | — | | | PPL Supplemental Compensation Pension Plan | 24.4 | 3,864,273 | — | | Stephanie R. Raymond | PPL Retirement Plan | 12.5 | 492,153 | — | | | PPL Supplemental Compensation Pension Plan | 12.5 | 579,631 | — |

  93. PENSION BENEFITS IN 2023

    The assumptions used in estimating the present values of each NEO’s accumulated pension benefit are as follows:

  94. PENSION BENEFITS IN 2023

    | Plan | Assumed Retirement Date(a) | Discount Rate | 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 Compensation Pension Plan | 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. |

  95. PENSION BENEFITS IN 2023

    (a) For each plan, this column reflects the age at which retirement may occur without any reduction in benefits. For the PPL Retirement Plan and the PPL Supplemental Compensation Pension Plan, an employee may retire without any reduction in benefits at age 60 provided that the employee has at least 20 years of service. (b) The annuity form of payment is used for the PPL Supplemental Compensation Pension Plan as that is the only form of benefit under those plans. A blend of the annuity and lump-sum forms of payment is used for the PPL Retirement Plan as both forms of payment are available under those plans. The lump-sum form of payment is used for the PPL SERP as the covered NEOs have elected that form of payment. (2) The present values in the column reflect theoretical figures prescribed by the SEC for disclosure and comparison purposes. The table below reflects the benefits payable under the PPL SERP and the PPL Supplemental Compensation Pension Plan upon the listed events assuming termination of employment occurred as of December 31, 2023.

  96. PENSION BENEFITS IN 2023

    | 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 |

  97. PENSION BENEFITS IN 2023

    (a) Mr. Sorgi has elected to receive benefits payable under the PPL SERP as a lump-sum payment, subject to applicable law. For Mr. Bergstein, the PPL Supplemental Compensation Pension Plan does not provide for a lump-sum payment, but a lump-sum amount is shown here for comparison purposes. The amounts shown in this table represent the values that would have become payable based on a December 31, 2023 termination of employment. Actual payment would be made following December 31, 2023 subject to plan rules and in compliance with Section 409A of the Internal Revenue Code. (b) Mr. Bergstein participates in the PPL Supplemental Compensation Pension Plan. He does not participate in the PPL SERP. If Mr. Bergstein had died on December 31, 2023, he would have been eligible to receive benefits under the PPL Supplemental Compensation Pension Plan. If he had terminated employment on December 31, 2023, he would be eligible at age 55 for a monthly payment of approximately $20,737 under the PPL Supplemental Compensation Pension Plan. Ms. Raymond participated in the PPL Supplemental Compensation Pension Plan. She did not participate in the PPL SERP. If Ms. Raymond had died on December 31, 2023, she would have been eligible to receive benefits under the PPL Supplemental Compensation Pension Plan. PPL Retirement Plan. The PPL Retirement Plan covers Mr. Sorgi, Mr. Bergstein and Ms. Raymond and is a funded and tax-qualified defined benefit retirement plan that covers approximately 1,040 active employees as of December 31, 2023 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. 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 20 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 $330,000 for 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 Mr. Sorgi 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.

  98. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    NONQUALIFIED DEFERRED COMPENSATION IN 2023 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 2023 to Mr. Sorgi, Mr. Bergstein, and Ms. Raymond of up to 3% of the executive’s cash compensation (base salary plus annual cash incentive award) to match executive contributions that would have been made to PPL’s tax-qualified 401(k) deferred savings plan, also known as the PPL Deferred Savings Plan, except for IRS-imposed limitations on those contributions. The company made matching contributions to this plan during 2023 to Ms. Stark of up to 4.5% and a fixed contribution based on years of service of the executive’s cash compensation (base salary plus annual cash incentive award) to match executive contributions that would have been made to PPL’s tax-qualified 401(k) retirement savings plan, also known as the PPL Retirement Savings Plan, except for IRS-imposed limitations on those contributions. The PPL Executive Deferred Compensation Plan is unfunded and is not qualified for tax purposes. All benefits under this plan are subject to the claims of the company’s creditors in the event of bankruptcy. A hypothetical account is established for each participant who elects to defer, and the participant selects one or more deemed investment choices that generally mirror those that are available to employees under the PPL Deferred Savings Plan and the PPL Retirement 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 1.81% to 46.22% during 2023. Earnings and losses on each account are determined based on the performance of the investment funds selected by the participant. The company maintains each account as a bookkeeping entry. During 2023, Mr. Sorgi, Mr. Bergstein, Mr. Sullivan and Ms. Stark notionally invested in one or more of those funds. 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 Plan. Mr. Crockett is a participant in the LG&E and KU Nonqualified Savings Plan. The plan allows participants to defer up to a maximum of 75% of base salary and annual cash incentive awards. In addition, the participant receives a matching contribution up to 4.5% and a fixed contribution based on years of service if that participant is not eligible for matching contributions in the LG&E and KU Savings Plan (a tax-qualified 401(k) plan) at the time the deferred compensation would have otherwise been paid to the participant. The participant is also eligible to participate in the Retirement Income Account. The employer will deposit a contribution based on a percentage of compensation based on years of service. The LG&E and KU Nonqualified Savings Plan is unfunded and is not qualified for tax purposes. All benefits under the LG&E and KU Nonqualified Savings Plan are subject to the claims of creditors in the event of bankruptcy. A hypothetical account is established for each participant who elects to defer. The amount in the participant’s hypothetical account is credited with interest at an annual rate equal to the Prime Interest Rate as reported in The Wall Street Journal. The Prime Interest Rate is reset quarterly based on the last day of the preceding calendar quarter or March 31, June 30, September 30, and December 31. Under this investment option, the interest is calculated by applying the Prime Interest Rate to the balance in the hypothetical account. Mr. Crockett’s rate of return for 2023 was 21.6%. 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.

  99. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | Name | Name of Plan | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(4) | | Vincent Sorgi | PPL Executive Deferred Compensation Plan | $151,161 | $83,700 | $948,652 | — | $3,772,174 | | Joseph P. Bergstein, Jr. | PPL Executive Deferred Compensation Plan | 186,653 | 31,175 | 253,323 | — | 1,341,146 | | Francis X. Sullivan | PPL Executive Deferred Compensation Plan | — | 12,235 | 664 | — | 12,999 | | Wendy E. Stark | PPL Executive Deferred Compensation Plan | 144,746 | 61,810 | 74,731 | — | 496,083 | | John R. Crockett III | LG&E and KU Nonqualified Savings Plan | 58,140 | 44,910 | 51,897 | — | 325,275 | | Stephanie R. Raymond | PPL Executive Deferred Compensation Plan | 31,502 | 945 | 12,997 | — | 96,816 |

  100. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    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:

  101. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | Name | Executive Contributions | Registrant Contributions | Total | | Sorgi | $1,168,706 | $352,485 | $1,521,191 | | Bergstein | 520,111 | 92,543 | 612,654 | | Stark | 136,885 | 98,348 | 235,233 | | Crockett | 34,877 | 32,653 | 67,530 |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF PPL CORPORATION

    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.

  103. CEO PAY RATIO

    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 6,763 as of October 1, 2023. To determine our median employee, we used regular wages, including annual cash incentive and other bonuses and overtime, as our consistently applied compensation measure, and annualized pay for those who commenced work during 2023. We initially identified employees within 1% below and 1% above estimated median pay. From this group of employees, we selected our median employee, taking into consideration employees whose pay was projected to be consistent year-over-year and further excluding employees that have experienced higher pay volatility over the past five years. 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 63, which includes salary and overtime pay, as well as cash incentive payments, change in pension value and company matching contributions to the applicable 401(k) savings plan. For 2023, our CEO’s total compensation was $11,969,556, while our median employee’s total compensation was $173,259. Accordingly, our CEO Pay Ratio was 69 to 1.

  104. PAY VERSUS PERFORMANCE

    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, 86% of the CEO’s 2023 target compensation was “at-risk” and 72% was performance based. In June 2020, William H. Spence retired from his position as CEO, therefore he is included in the Pay versus Performance Tables as our former CEO. Mr. Sorgi was promoted to the position of President and CEO effective June 1, 2020. 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 9% over the same period. See the table below for more details followed by a description of the relationship between CAP and select performance metrics.

  105. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  106. PAY VERSUS PERFORMANCE TABLE

    | Year | SCT Total | Comp Actually | SCT Total | Comp Actually Paid to | Average SCT Total for | Average Comp Actually Paid | Value of initial fixed $100 investment based on: | | Net Income | Corporate | | | for CEO | Paid to CEO(1)(4) | for Former CEO | Former CEO(4) | Non-CEO NEOs(2) | to Non-CEO NEOs(2)(4) | Company TSR | Peer Group TSR(3) | (millions) | EPS(5) | | 2023 | $11,969,556 | $10,652,416 | | | $3,034,235 | $2,396,766 | $91 | $107 | $740 | $1.60 | | 2022 | 9,146,575 | 9,088,623 | | | 2,706,259 | 2,888,926 | 95 | 117 | 756 | 1.41 | | 2021 | 11,356,481 | 11,504,637 | | | 3,976,822 | 3,779,539 | 94 | 116 | (1,480) | 1.02 | | 2020 | 7,774,443 | 5,057,638 | $9,926,113 | $569,444 | 3,743,503 | 1,635,344 | 84 | 99 | 1,469 | 2.49 |

  107. List of Company Selected Measures

    | The following table highlights PPL’s performance measures that are most closely tied to executive compensation as reported in the Pay vs. Performance Table above. See page 41 for more information on Corporate EPS, TSA Execution and Operational Goals and how they are utilized in our short-term incentive plans and Annex A for a reconciliation of financial measures presented in accordance with GAAP to non-GAAP measures used for compensation. See page 41 for more information on how TSR, EG, and ESG are utilized in our LTI plans. | Most Important Performance Measures (alphabetical ranking) | | | Corporate Earnings Per Share | | | Earnings Growth | | | Environmental, Social and Governance | | | Operational Goals | | | Relative Total Shareowner Return | | | TSA Execution |

  108. Acronyms used in this proxy statement

    | CAP | Compensation Actually Paid | NEO | Named executive officer | | CD&A | Compensation Discussion and Analysis | NYSE | New York Stock Exchange | | CDP | Formerly the Carbon Disclosure Project | O&M | Operations and Maintenance | | Corporate EPS | Corporate earnings per share from ongoing operations as adjusted for compensation purposes | PCAOB | Public Company Accounting Oversight Board | | DEI | Diversity, Equity and Inclusion | PCC | People and Compensation Committee | | DDCP | Directors Deferred Compensation Plan | PPL | PPL Corporation | | EAF | Equivalent Availability Factor | PPL DSP | PPL Deferred Savings Plan | | EFOR | Equivalent Forced Outage Rate | PPL EDCP | PPL Executive Deferred Compensation Plan | | EG | Earnings Growth | PPL Electric | PPL Electric Utilities Corporation | | EPS | Earnings per share from ongoing operations | PPL RSP | PPL Retirement Savings Plan | | ESG | Environmental, Social and Governance | RIE | The Narragansett Electric Company d/b/a Rhode Island Energy | | ESOP | Employee Stock Ownership Plan | R&D | Research and Development | | GAAP | Generally accepted accounting principles | ROE | Return on Equity | | GNSC | Governance, Nominating and Sustainability Committee | SAIFI | System Average Interruption Frequency Index | | ICPKE | Incentive Compensation Plan for Key Employees | SCT | Summary Compensation Table | | IRS | Internal Revenue Service | SEC | Securities and Exchange Commission | | KU | Kentucky Utilities Company | SERP | Supplemental Executive Retirement Plan | | LG&E | Louisville Gas and Electric Company | SIP | Amended and Restated 2012 Stock Incentive Plan | | LKE | LG&E and KU Energy LLC | TSA | Transition Services Agreement | | LTI | Long-term Incentives | TSR | Total Shareowner Return | | MW | Megawatts | UTY | PHLX Utility Sector Index | | NACD | National Association of Corporate Directors | | |