DEF 14A of PPL Corp
Filed Apr 1, 2026 · FY20250001193125-26-135991
2026 DIRECTOR NOMINEES
2026 DIRECTOR NOMINEES
2026 DIRECTOR NOMINEES
| Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships(1) | | Arthur P. Beattie | 71 | 2020 | Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer, Southern Company | ● | AC (Chair), EC, FC | | Raja Rajamannar | 64 | 2011 | Senior Fellow and former Chief Marketing & Communications Officer and President, Healthcare, Mastercard Incorporated | ● | FC, GNSC | | Heather B. Redman | 61 | 2021 | Co-Founder and Managing Partner, Flying Fish Partners | ● | AC, FC | | Craig A. Rogerson | 69 | 2005 | Retired Chairman, President and Chief Executive Officer, Hexion Holdings Corporation | ● Chair of the Board | EC (Chair), PCC, SC (Chair) | | Vincent Sorgi | 54 | 2020 | President and Chief Executive Officer, PPL Corporation | Management Director | EC, SC | | Linda G. Sullivan | 62 | 2023 | Retired Chief Financial Officer and Executive Vice President, American Water Works Company Inc. | ● | AC, PCC(2), SC | | Keith H. Williamson | 73 | 2005 | President and Director, Centene Foundation, and former Executive Vice President, Secretary and General Counsel, Centene Corporation | ● | AC, GNSC | | Phoebe A. Wood | 72 | 2018 | Principal of CompaniesWood and retired Vice Chairman and Chief Financial Officer of Brown-Forman Corporation | ● | EC, GNSC (Chair), PCC, SC | | Armando Zagalo de Lima | 67 | 2014 | Retired Executive Vice President, Xerox Corporation | ● | EC, FC (Chair), GNSC |
2026 DIRECTOR NOMINEES
(1) Committees: AC – Audit EC – Executive FC – Finance GNSC – Governance, Nominating and Sustainability PCC – People and Compensation SC - Safety Committee (2) Ms. Sullivan will become Chair of the People and Compensation Committee and join the Executive Committee, immediately following the 2026 Annual Meeting of Shareowners on May 13, 2026. In selecting director nominees, the Governance, Nominating and Sustainability Committee considers skills, expertise, background, professional experience, education, and other individual characteristics that contribute to the Board's collective strength. PPL does not engage in illegal or discriminatory preferences based on gender, race, ethnicity, national origin or other protected class or status. For more detailed information as to individual nominees, please see “Proposal 1: Election of Directors” beginning on page 6.
Skills, Experience and Attributes of Our Director Nominees
Skills, Experience and Attributes of Our Director Nominees Each year, our Board of Directors evaluates its composition to ensure that it collectively reflects the qualifications, backgrounds, experience and perspectives necessary to oversee the company's strategy and risks. Our director nominees bring expertise aligned with our business and long-term strategy, a balance of tenure that provides continuity and fresh perspectives and diverse viewpoints. 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 and labor relations; • provide oversight of safety performance and safety culture across the organization; • are adept at identifying, assessing and mitigating risks, including emerging risks in artificial intelligence and cybersecurity; and represent a variety of 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 risk management. The additional key skills of our directors are identified and described below.
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. | | | 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 practical expertise to reviewing and overseeing the execution of business plans and bring insights to the challenges and opportunities of our operating utilities. These directors have a demonstrated commitment to promoting a culture of safety, discipline and compliance. This includes evaluating safety performance metrics and supporting management in the development of safety policies and processes. | | | 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 effectively utilizing disruptive technologies, including artificial intelligence. Our directors use this experience to oversee opportunities to leverage new technologies, navigate AI-related opportunities and risks and improve the business model. |
Skills, Experience and Attributes of Our Director Nominees
| | Cybersecurity Experience and knowledge of cybersecurity risks and protections of grid operations, technology and data from cyber-attacks. 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. |
Skills, Experience and Attributes of Our Director Nominees
In addition to senior executive leadership skills held by all of our director nominees, the table below identifies no more than five additional key skills and qualifications of each director nominee.
OUR NOMINEES STANDING FOR ELECTION
OUR NOMINEES STANDING FOR ELECTION
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2020 Age: 71 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 over 40 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 | |
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2011 Age: 64 Board Committees: • Finance • Governance, Nominating and Sustainability 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 • Senior Fellow (2025-present), Mastercard Incorporated, a technology company in the global payments industry (Mastercard) • Chief Marketing & Communications Officer (2013-2025), Mastercard • President, Healthcare (2016–2025), Mastercard • 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 | |
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2021 Age: 61 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 • Member of several nonpublic company boards, including Coldstream Holdings, Inc., the Washington State Investment Board and the Federal Reserve Bank of San Francisco Seattle Branch | |
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2005 Age: 69 Board Committees: • Executive (Chair) • People and Compensation • Safety (Chair) 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: OXEA Gmbh; Vibrantz Technologies, Inc.; College of Engineering Alumni Board of Michigan State University; and McLaren Northern Michigan Hospital Other public company boards and board committees Origin Materials, Inc. (Nasdaq: ORGN) (independent director, member of the audit committee and the compensation committee) Served as an independent director of Ashland Inc. (NYSE: ASH) (2019–2021) | |
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2020 Age: 54 Board Committees: • Executive • Safety 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 several 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, Edison Electric Institute (EEI) and St. Luke’s University Health Network, Inc. In addition, he is a member of EEI's Executive Committee and co-chairs its State Policy CEO Committee. He also serves as an emeritus member of the Board of Trustees of the Da Vinci Science Center. | |
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2023 Age: 62 Board Committees: • Audit • People and Compensation(1) • Safety Skills and Attributes: • Risk Management • Capital Markets, Finance and Accounting • Regulated Utility Experience • Technology, Digitalization and Innovation • Cybersecurity (1) Ms. Sullivan will become Chair of the People and Compensation Committee effective immediately after the 2026 Annual Meeting of Shareowners. | 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. In April 2024, Ms. Sullivan was appointed as the non-executive independent Board chair of NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy, reflecting her effective board leadership and commitment to strong governance. Additional experience Ms. Sullivan is a Certified Public Accountant (inactive) and a Certified Management Accountant. 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 public company boards and board committees NorthWestern Energy (Nasdaq: NWE) (non-executive independent Board chair) Served as an independent director of AltaGas Ltd. (TSX: ALA; OTCQX: ATGFF) (2020-2024) | |
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2005 Age: 73 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) | |
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2018 Age: 72 Board Committees: • Executive • Governance, Nominating and Sustainability (Chair) • People and Compensation • Safety 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 environmental, social and governance issues, directly relevant to the Board’s oversight function and our company’s energy strategy. Additional experience Ms. Wood has served as Chief Executive Officer of KirtleyWood LLC, a board advisory firm, since January 2025. Ms. Wood is a member of the North American Advisory Council of the Royal Institute of International Affairs (known as Chatham House), an independent non-profit focused on geopolitical challenges and international problems. In addition, she has been actively engaged in environmental, health and safety matters through work experience and in her oversight role as a member of other corporate boards. She has been actively involved with sustainability reporting and sustainability 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 public company boards and board committees Invesco Ltd. (NYSE: IVZ) (independent director, chair of the audit committee, member of the nomination and corporate governance committee and the compensation committee) Leggett & Platt, Incorporated (NYSE: LEG) (independent director, chair of the audit committee, member of the nominating, governance and sustainability committee) Pioneer Natural Resources Company (NYSE: PXD) (2013-2024) | |
OUR NOMINEES STANDING FOR ELECTION
| Director since: 2014 Age: 67 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) | |
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.
OUR NOMINEES STANDING FOR ELECTION
| Your Board of Directors recommends that you vote FOR each director nominee in Proposal 1. |
OUR NOMINEES STANDING FOR ELECTION
| GOVERNANCE OF THE COMPANY |
BOARD OF DIRECTORS
BOARD OF DIRECTORS
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
2025 Director Pay Components
2025 Director Pay Components Directors who are company employees (currently only our CEO, Mr. Sorgi) do not receive any separate compensation for service on the Board of Directors or committees of the Board. During 2025, compensation for non-employee directors consisted of the elements described in the table below. The independent Chair of the Board and standing committee chairs received additional compensation due to the increased workload and additional responsibilities associated with these critical Board leadership positions.
2025 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) | $125,000 | $175,000 | $25,000 | $20,000 | | Deferred Stock Units(2) | $170,000 | N/A | N/A | N/A |
2025 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.
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
| | Fees Earned or Paid in Cash(1) | | | | | | | | Name of Director | Paid in Cash | Deferred into Cash Accounts | Deferred into Restricted Stock Units | Total | Stock Awards(2) | All Other Compensation(3) | Total | | Arthur P. Beattie | $75,000 | — | $75,000 | $150,000 | $170,000 | $10,000 | $330,000 | | Raja Rajamannar | 125,000 | — | — | 125,000 | 170,000 | — | 295,000 | | Heather B. Redman | — | $125,000 | — | 125,000 | 170,000 | 5,000 | 300,000 | | Craig A. Rogerson | — | — | 320,000 | 320,000 | 170,000 | 10,000 | 500,000 | | Linda G. Sullivan | 125,000 | — | — | 125,000 | 170,000 | 5,000 | 300,000 | | Natica von Althann | 145,000 | — | — | 145,000 | 170,000 | 9,500 | 324,500 | | Keith H. Williamson | — | 125,000 | — | 125,000 | 170,000 | 10,000 | 305,000 | | Phoebe A. Wood | 145,000 | — | — | 145,000 | 170,000 | 10,000 | 325,000 | | Armando Zagalo de Lima | — | 72,500 | 72,500 | 145,000 | 170,000 | — | 315,000 |
2025 DIRECTOR COMPENSATION
(1) These columns report the dollar amount of retainers actually paid in cash, deferred into cash accounts under the DDCP or deferred into Restricted Stock Units under the DDCP for Board and committee service by each director for 2025. The cash retainers for the 2025 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 $175,000 retainer for serving as the independent Chair of the Board. (2) This column represents the grant date fair value of the mandatorily deferred portion of the annual retainer during 2025 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, 2025, 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 — 45,043; Mr. Rajamannar — 91,610; Ms. Redman – 24,718; Mr. Rogerson — 239,434; Ms. Sullivan — 17,001; Ms. von Althann — 103,639; Mr. Williamson — 134,743; Ms. Wood — 48,912 and Mr. Zagalo de Lima — 125,273. 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.
2025 DIRECTOR COMPENSATION
| STOCK OWNERSHIP |
Elements of NEO Compensation
| Compensation Element | Form of Payment | Purpose | Features and Performance Measures | | | Performance Period | | | | Base Salary | Cash | To reward sustained performance, experience, value in the market and to PPL, and individual skills, knowledge and behaviors | • Annually, PCC reviews and applies judgment in setting base salary • Factors considered in setting base salary include individual performance, demonstrations of PPL SPIRIT values, knowledge and experience, overall responsibility and external market data | | | 1 Year | | | | Annual Cash Incentives | Cash | To motivate and reward corporate performance over the short term | • Capped at two times target payout for top performance • No payout if Corporate EPS is below a funding gate regardless of achievement levels attained for the other measures • Measures include financial measures, or Corporate EPS; critical corporate initiatives; operational goals; and individual performance | | | 1 Year | | | | Long-Term Incentives | Equity - Performance-Based Units 80% of Total LTI | 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 • Dividend equivalents accrue quarterly in the form of additional performance units, and vest according to the applicable level of achievement • 50% relative TSR, using PPL's peer group • 25% EG, based on the change in the company’s ongoing earnings • 25% LTS metrics, with a focus on long-term sustainability measures | | | 3 Years | | | | | Equity - Restricted Stock Units 20% of Total LTI | To align shareowner and executive interests while rewarding and encouraging retention | • Dividend equivalents accrue quarterly in the form of additional restricted stock units, but are not paid unless and until underlying award vests • Time based awards with three-year cliff vesting for awards made prior to 2025 and ratable vesting for awards made beginning in 2025. | | | 3 Years | | |
Executive Compensation Benchmarking
Executive Compensation Benchmarking PPL's compensation peer group, consisting of 16 publicly-traded utility companies that are comparably sized and operationally similar to PPL, is used as the primary market reference point in making compensation-based decisions for NEOs. Factors used in the review and selection of the peer group include: • Relevant Size Range - Revenue and market capitalization comparable to that of PPL; • Applicable Industry - Companies in the Utilities sector, specifically multi-utilities; and • Business Characteristics - Utilities in regulated markets; utilities with electric and gas operations, utilities with primarily domestic operations. Our compensation peer group remained unchanged for 2025 and consists of the following companies:
Executive Compensation Benchmarking
| The chart to the right illustrates PPL's percentile positioning compared to the peer group across several key metrics. This peer group is used in the compensation benchmarking phase of our program to ensure our executive compensation program is competitive in attracting, motivating and retaining qualified individuals. The peer group is also used to determine relative total shareowner return performance in the long-term incentive plan. | |
Executive Compensation Benchmarking
The PCC also uses market compensation survey data as one of several additional references 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. Our independent advisors adjust comparative market data to appropriately reflect our size.
Target Total Direct Compensation
| 2025 Target Total Direct Compensation | | | | | | Name | Base Salary | STI Target (% of Base Salary) | LTI Target (% of Base Salary) | Target TDC | | Vince Sorgi | $1,238,060 | 130% | 600% | $10,275,898 | | Joe Bergstein | 725,708 | 85% | 260% | 3,229,401 | | Wendy Stark | 663,400 | 85% | 220% | 2,686,770 | | Dean Del Vecchio | 669,500 | 85% | 210% | 2,644,525 | | Dave Bonenberger | 560,000 | 85% | 200% | 2,156,000 |
2025 Annual Cash Incentive Award Performance Measures
2025 Annual Cash Incentive Award Performance Measures 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.
2025 Annual Cash Incentive Award Performance Measures
| The measures used to assess management’s success in executing the company’s strategy and initiatives were: (1) Individual performance (10%); (2) Operational goals that include all three business segments weighted for their relative forecasted contribution to EPS (10%); (3) Critical corporate initiatives (15%); and (4) Corporate Financial Performance (Corporate EPS) (65%). | |
2025 Annual Cash Incentive Award Performance Measures
These measures align with our goals of increasing shareowner value and were set and communicated to the NEOs in the first quarter of 2025.
Corporate Financial Goal Performance (Corporate EPS)
| | In January 2025, the PCC approved an EPS target of $1.79. The actual corporate EPS for 2025 was $1.81, which resulted in an attainment of 125% of target. No payout for the corporate financial goal would have been made to NEOs for 2025 if Corporate EPS had been below the 50% threshold goal of $1.76. No annual cash incentive award would have been made to NEOs for 2025 if Corporate EPS had been below the funding gate of $1.69. |
Critical Corporate Initiative Goal Performance
(1) The 2025 Annual Critical Objectives achieved were to: (a) establish enterprise common data and AI platform standards and tools; (b) execute key technical, IT, and talent development/HR training initiatives; (c) implement OnePPL fleet management strategy; (d) develop OnePPL inventory management process; (e) define OnePPL vegetation management approach; (f) develop OnePPL emergency preparedness strategy; (g) have no reportable cyber/data privacy incidents that require SEC Notice; and (h) submit to the Department of Energy, completed full scale carbon dioxide capture unit at Cane Run FEED feasibility study. Because the company focused on other priorities, the company did not achieve the final objective to establish OnePPL technology platform promoting a common user experience. In determining the 2025 short-term incentive achievement, the PCC confirmed the performance with respect to the IT Reinvention – 2025 SAFe Adoption, the IT Reinvention – 2025 Managed Services Transition, and eight of the nine annual critical objectives, as described above. However, actual payouts were decreased when the PCC considered the workplace fatality which occurred in November 2025. While PPL's 2025 annual cash incentive plan design did not include an explicit safety metric or safety-based performance modifier, the PCC determined that leadership accountability for safety culture and practices warranted an adjustment to awards. In applying this negative discretion, the PCC emphasized the importance of sustained, enterprise-wide attention to safety as a foundational element of PPL's long-term performance. In exercising its negative discretion, the PCC adjusted the critical corporate initiatives component, which accounts for 15% of the total annual cash incentive attainment. The PCC made a retroactive adjustment to assign one-third of the achieved critical corporate initiatives (or 5% of total annual cash incentive) to safety with a 0% attainment. The resulting adjusted attainment was 108.33%. This resulted in an overall Annual Cash Incentive attainment reduction of approximately 6%. As described further in the next section, the PCC also applied negative discretion to the individual performance factor for each NEO to account for the workplace fatality, resulting in an overall reduction of 10% for each NEO.
Customer Satisfaction
| Customer satisfaction achievement was at target for PPL Electric and below target for LKE and RIE, resulting in a payout of this measure at 81.44% for LKE and 35.79% for RIE. Across the business segments, customer satisfaction was primarily affected by price and outages related to storms. Price remains the lowest performing category of customer satisfaction in the overall utility industry. | |
Reliability - SAIFI
| | In 2025, we saw an increase in severity and frequency of storms across all three of our operating companies. LKE demonstrated improved reliability for the second year in a row in 2025, however, performance did not meet internal thresholds or achieve first quartile IEEE reliability benchmarks, resulting in a 0% payout. This outcome was primarily attributed to heightened storm activity that, while significant, did not meet exclusion thresholds and was double the historical average, alongside increased equipment failures related to aging infrastructure. Grid resilience and aging infrastructure investments are focus areas of the 2026 business plan. |
Reliability - SAIFI
PPL Electric experienced a record 53 storms in 2025. Reliability performance remained within first quartile but failed to meet the internal threshold, resulting in 0% payout. Tree-related outages, along with the record number of storms that did not meet exclusion thresholds, were the main drivers of service interruptions. For 2026, vegetation management and system hardening investments are focus areas of the 2026 business plan. Despite heightened storm activity, RIE delivered strong reliability performance in 2025 resulting in above target performance of 125%.
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 140% for off-hours. RIE achieved maximum performance for both on-hours and off-hours gas leak response time, resulting in a payout of 200% for both on-hours and off-hours. RIE has stringent regulatory requirements for gas leak response at 96.95% responded to within 30 minutes on-hours and 94.38% within 45 minutes off-hours for 2025. The company’s actual results were above these regulatory requirements at 98.5% and 99% on-time response for on-hours and off-hours, respectively. |
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, engagement, 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 and tailwinds experienced. Based on 2025 performance results, all NEOs, including Mr. Sorgi, received an individual performance factor of 165% of target. The PCC then applied a negative adjustment to account for the 2025 workplace fatality resulting in final 2025 individual performance for all NEOs, including Mr. Sorgi, of 120%. This above target but below maximum performance factor was determined to recognize the executive leadership team’s contributions, teamwork and outstanding leadership to produce strong results. The 2025 performance outcomes included: (i) the successful execution of the 2025 capital plan, which reflected a 50% year-over-year increase, to support the delivery of safe, reliable, and affordable energy; (ii) progress in regulatory proceedings including the filing of rate cases in our Kentucky, Pennsylvania and Rhode Island service territories, a decision on Certificate of Public Convenience and Necessity (CPCN) in Kentucky, a Distribution System Improvement Charge (DSIC) waiver approval in Pennsylvania, and the introduction of legislation to allow for utility ownership of generation in Pennsylvania; (iii) the successful launch of multi-year projects to implement our new Customer Information System (CIS) and Enterprise Resource Planning (ERP) solutions; and (iv) continued O&M efficiencies. Mr. Sullivan received an individual performance of 100% to reflect his separation from the company as described on page 60.
Individual Annual Cash Incentive Awards for 2025 Performance
Individual Annual Cash Incentive Awards for 2025 Performance The following annual incentive awards, inclusive of the negative discretion applied to critical corporate initiatives and individual performance, were approved by the PCC for 2025 performance.
Individual Annual Cash Incentive Awards for 2025 Performance
| | Weight x Goal Results | | | | 2025 | | Name | Corporate Financial | Critical Corporate | Operational | Individual | Earned | | | Performance (65%) | Initiatives (15%) | Performance (10%) | Performance (10%) | Award | | Vince Sorgi | 125% | 108.33% | 66.44% | 120% | 116.14% | | Joe Bergstein | 125% | 108.33% | 66.44% | 120% | 116.14% | | Wendy Stark | 125% | 108.33% | 66.44% | 120% | 116.14% | | Dean Del Vecchio | 125% | 108.33% | 66.44% | 120% | 116.14% | | Dave Bonenberger | 125% | 108.33% | 66.44% | 120% | 116.14% | | Fran Sullivan | 125% | 108.33% | 66.44% | 100% | 114.14% |
Individual Annual Cash Incentive Awards for 2025 Performance
This resulted in the following approved annual cash incentive awards:
Individual Annual Cash Incentive Awards for 2025 Performance
| Name | Proration for Time in Position | 2025 Base Salary | Target Opportunity (% of Base Salary) | 2025 Earned Award | 2025 Annual Cash Incentive Award | | Vince Sorgi | | $1,238,060 | 130% | 116.14% | $1,869,248 | | Joe Bergstein | | 725,708 | 85% | 116.14% | 716,412 | | Wendy Stark | | 663,400 | 85% | 116.14% | 654,902 | | Dean Del Vecchio | | 669,500 | 85% | 116.14% | 660,924 | | Dave Bonenberger | | 560,000 | 85% | 116.14% | 552,827 | | Fran Sullivan | 25.75% | 702,460 | 85% | 114.14% | 175,515 |
2025 Long-term Equity Incentive Award Grants
2025 Long-term Equity Incentive Award Grants The purpose of the long-term incentive program is to align our executives’ interests with those of shareowners by providing long-term equity incentives that are earned based on company performance. This goal is achieved through two distinct equity awards — performance units and restricted stock units. Performance units tie compensation to the financial performance, share price of PPL and corporate strategy based on TSR, EG and LTS performance measured over a three-year performance period. Restricted stock units align shareowner and executive interests while rewarding and encouraging retention.
2025 Long-term Equity Incentive Award Grants
| Total LTI Opportunity | | | | | | Name | 2025 LTI Grant (% of Base Salary) | 2025 LTI Grant ($) | 20% Restricted Stock Units | 80% Performance Units | | Vince Sorgi | 600% | $7,428,360 | $1,485,672 | $5,942,688 | | Joe Bergstein | 260% | 1,886,841 | 377,368 | 1,509,473 | | Wendy Stark | 220% | 1,459,480 | 291,896 | 1,167,584 | | Dean Del Vecchio | 210% | 1,405,950 | 281,190 | 1,124,760 | | Dave Bonenberger | 200% | 1,120,000 | 224,000 | 896,000 | | Fran Sullivan | 250% | 1,756,150 | 351,230 | 1,404,920 |
2025 Long-term Equity Incentive Award Grants
The PCC customarily grants the annual long-term incentive awards at its regularly scheduled January meeting. Consistent with our compensation program, off-cycle awards may be made from time-to-time, for example, on the date of hire, appointment or promotion of an executive officer.
2025 Restricted Stock Unit Grants (20% of Total LTI)
2025 Restricted Stock Unit Grants (20% of Total LTI) Restricted stock units are PPL stock-equivalent units representing a ratable future delivery of a specified number of shares of PPL common stock over a period of three years. The value of the shares that may ultimately vest may be greater than or less than the targeted value, depending on future increases or decreases in PPL’s common stock share price. Restricted stock units granted in 2025 were calculated by multiplying 2025 base salary by the target percentage, divided by the closing price of PPL common stock on the applicable date.
2025 Restricted Stock Unit Grants (20% of Total LTI)
| Restricted Stock Unit Awards Granted in 2025 - 20% of Total LTI (1) | | | | | Name | RSU Grant (% of Salary) | RSU Grant ($) | Units Granted(2) | | Vince Sorgi | 120% | $1,485,672 | 44,389 | | Joe Bergstein | 52% | 377,368 | 11,275 | | Wendy Stark | 44% | 291,896 | 8,722 | | Dean Del Vecchio | 42% | 281,190 | 8,402 | | Dave Bonenberger(3) | 40% | 224,000 | 6,648 | | Retention Award(4) | | 750,000 | 20,770 | | Fran Sullivan | 50% | 351,230 | 10,494 |
2025 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 30, 2025, $33.47). All NEOs, except Mr. Bonenberger, were awarded their full grants on January 30, 2025. (2) The number of units is rounded up to the nearest full unit. (3) Mr. Bonenberger received his annual restricted stock unit grant in two tranches: (i) his annual award with a value of $201,400 (January 30, 2025, $33.47) and (ii) an additional incremental grant due to his promotion with a value of $22,600 (April 25, 2025, $35.93). Mr. Bonenberger received a $750,000 restricted stock retention award. In light of Mr. Bonenberger's eligibility for retirement, the PCC authorized a retention award to promote stability in leadership and the company's continued benefit from his strategic expertise and institutional knowledge. The number of restricted stock units granted is the award value divided by the closing price of PPL common stock on March 31, 2025 ($36.11) to coincide with his promotion. The grant vests after a three-year restriction period as long as Mr. Bonenberger remains employed with the company. The full award would be forfeited upon voluntary termination, including retirement, before the vesting date.
2025 Performance Unit Award Grants (80% of Total LTI)
2025 Performance Unit Award Grants (80% of Total LTI) The performance units awarded in 2025 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 2025 were calculated based on 2025 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 compensation peer group, the company’s EG performance and LTS metrics, as follows.
Performance Units – TSR (50% of the performance units granted)
Performance Units – TSR (50% of the performance units granted)
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, 2025 to December 31, 2027. The PCC determined that, for the TSR awards granted in 2025, the compensation peer group adopted in 2024 and comprised of other companies we believe investors view as market competitors continues to be an appropriate peer group for relative TSR performance. |
Performance Units – TSR (50% of the performance units granted)
To achieve the target TSR award value granted in 2025, PPL’s TSR performance must be at or above the 50th percentile relative to the companies in PPL's compensation peer group 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 compensation peer group at the end of the three-year period.
Performance Units – EG (25% of the performance units granted)
Performance Units – EG (25% of the performance units granted)
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 2025, the baseline was the mid-point of the ongoing earnings forecast range of $1.74 - $1.86. | | At the end of the three-year performance period from January 1, 2025 to December 31, 2027, actual performance will be determined as the compound annual growth from the 2025 baseline compared to the actual ongoing earnings results in 2027. | |
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 2025, 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 4% at the end of the three-year period; this threshold was increased from 3% for 2024 EG awards.
Performance Units – LTS (25% of the performance units granted)
Performance Units – LTS (25% of the performance units granted) Long-Term Sustainability performance units align executive compensation with PPL’s focus on leading safety indicators and new generation. PPL is committed to the health, safety and welfare of its employees and of those with whom we do business. Because safety is an integral part of our values and culture, beginning in 2024, employee and contractor safety was included in the LTS-based performance unit awards for NEOs. Leading safety indicators include number of observations by first-line supervisors and other management, dedicated all-hands meetings, and contractor safety audits. As recommended by OSHA, the leading safety indicators portion of the performance-based LTI awards were not based on OSHA recordable injury rate, which could inhibit reporting of injuries. Instead, the PCC chose to include leading safety indicators that measure proactive behaviors designed to help enhance our safety culture. Payout of the LTS performance units will be based on (1) employee and contractor safety as measured by leading safety indicators and (2) commercial operation of the combined cycle natural gas plant at Mill Creek 5 Generating Unit by or before the end of the three-year performance period, which will support the reduction of greenhouse gas emissions.
Performance Units – LTS (25% of the performance units granted)
| 2025 Performance Units - LTS Metrics | | | | | | | | | Performance Measure | | Goal Weight | 0% Target | 50% Target | 100% Target | 150% Target | 200% Target | | Part 1 - Leading Safety Indicators (50%) | | | | | | | | | Operations Employee Safety (37.5%) | Safety Observations per Operations First-Line Supervisor of Safety Sensitive Employees (1)(2) | 12.5% | 225 | 262 | 300 | 337 | 375 | | | Safety Observations per Operations First-Line Supervisor of Non-Safety Sensitive Employees (1)(2) | 10% | 113 | 131 | 150 | 169 | 188 | | | Safety Observations per Operations Manager (1)(2) | 5% | 63 | 73 | 84 | 94 | 105 | | . | Safety Observations per Operations Director (1)(2) | 5% | 27 | 31 | 36 | 40 | 45 | | 1 | Dedicated Safety All-Hands Meeting per Operations Vice President (1)(2) | 5% | 1 | 2 | 3 | 4 | 5 | | Non-Operations Employee Safety (5%) | Dedicated Safety All-Hands Meeting per non-Operations (Shared Services) Department (1)(2) | 5% | 1 | 2 | 3 | 4 | 5 | | Contractor Safety (7.5%) | Contractor Safety Audits (2) | 7.5% | 15 | 18 | 20 | 22 | 25 | | Part 2 - New Generation (50%) | | | | | | | | | Commercial Operation of Combined Cycle Natural Gas Plant at Mill Creek Facility, which will support the reduction of Greenhouse Gas Emissions | | 50% | After Dec 31, 2027 | By Dec 31, 2027 | By Sep 31, 2027 | By Jun 30, 2027 | By Jun 1, 2027 |
Performance Units – LTS (25% of the performance units granted)
(1) Cumulative per person over the three-year performance period. Full interpolation between each stated target from 0% to 200%. The PCC granted the following performance unit awards for 2025 subject to PPL’s performance on TSR, EG and LTS over the 2025-2027 performance period.
Performance Units – LTS (25% of the performance units granted)
| Performance Unit Awards Granted in 2025 - 80% of Total LTI (1) 50% TSR, 25% EG, and 25% LTS | | | | | | | Name | PU Grant (% of Salary) | PU Grant ($) | PU-TSR Units Granted(2) | PU-EG Units Granted(2) | PU-LTS Units Granted(2) | | Vince Sorgi | 480% | $5,942,688 | 88,777 | 44,389 | 44,389 | | Joe Bergstein | 208% | 1,509,473 | 22,550 | 11,275 | 11,275 | | Wendy Stark | 176% | 1,167,584 | 17,443 | 8,722 | 8,722 | | Dean Del Vecchio | 168% | 1,124,760 | 16,803 | 8,402 | 8,402 | | Dave Bonenberger(3) | 160% | 896,000 | 13,294 | 6,648 | 6,648 | | Fran Sullivan | 200% | 1,404,920 | 20,988 | 10,494 | 10,494 |
Performance Units – LTS (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 30, 2025, $33.47). (2) The number of units is rounded up to the nearest full unit. (3) Mr. Bonenberger received his annual performance unit grant in two tranches: (i) his annual award with a value of $805,600 (January 30, 2025, $33.47) and (ii) an additional incremental grant due to his promotion with a value of $90,400 (April 25, 2025, $35.93). Following the PCC’s assessment and certification of performance in early 2028, the applicable percentage of the performance unit awards and dividend equivalents will vest, if any. The PCC has no discretion to provide for payment above the amount 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.
2023–2025 Performance Units
2023–2025 Performance Units TSR-based performance unit awards, accounting for 40% of the total LTI award, were made to the NEOs in 2023, 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, 2023 to December 31, 2025 relative to companies in the UTY. EG-based performance unit awards, accounting for 20% of the total LTI award, were made to the NEOs in 2023, subject to a three-year performance period. The actual number of units that could vest at the end of the three-year restriction period was contingent on PPL’s compound annual growth from the 2023 baseline compared to the actual ongoing earnings results in 2025. Sustainability-based performance unit awards, accounting for 20% of the total LTI award, were made to the NEOs in 2023, 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 attainment of sustainability-related measures from January 1, 2023 to December 31, 2025.
2023–2025 TSR-based Performance Units
2023–2025 TSR-based Performance Units Over the three-year performance period, PPL’s TSR ranked at the 71.4th percentile relative to companies in the UTY. Consequently, the 2023-2025 TSR-based performance units, and accrued dividend equivalents on the units, resulted in a payout at 161.1% of target.
2023–2025 EG-based Performance Units
2023–2025 EG-based Performance Units Over the three-year performance period, PPL’s compound earnings growth was 7.03%. Consequently, the 2023-2025 EG-based performance units, and accrued dividend equivalents on the units, paid out at 151.5% of target.
2023–2025 Sustainability-based Performance Units
2023–2025 Sustainability-based Performance Units Over the three-year performance period, PPL achieved above target attainment on each of the sustainability-related goals, including cumulative electrified fleet vehicle targets, reduction in building energy usage and the successful retirement of the Mill Creek Unit 1 coal-fired generating facility in Kentucky. Consequently, the 2023-2025 sustainability-based performance units, and accrued dividend equivalents on the units, paid out at 145.58% of target.
Retirement Programs
| Savings Plans | Description | NEO Participants | | PPL Deferred Savings Plan (PPL DSP) | • Tax-qualified defined contribution plan • PPL provides matching contributions of up to 3% of the participant’s compensation subject to contribution limits imposed by the Internal Revenue Service, or IRS • Compensation includes base salary plus annual cash incentive award • Participants vest in PPL’s matching contributions after one year of service • Participants may request distribution of their account at any time following termination of employment | Sorgi, Bergstein and Bonenberger | | PPL Retirement Savings Plan (PPL RSP) | • Tax-qualified defined contribution plan • PPL provides matching contributions of up to 4.5% of the participant’s compensation subject to contribution limits imposed by the IRS • PPL provides an additional fixed contribution based on years of service and 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 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 | Stark, Del Vecchio and Sullivan | | 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, Stark, Del Vecchio, Bonenberger and Sullivan |
Equity Grant Practices
Equity Grant Practices In response to Item 402(x)(1) of Regulation S-K, we do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of option-like awards in relation to our disclosure of material nonpublic information. In the event we determine to grant new awards of options-like awards, the PCC will evaluate the appropriate steps to take in relation to the foregoing. More broadly, the PCC generally makes annual grants of full-value share awards to our NEOs at the first PCC meeting of our fiscal year (typically late January). Awards are neither timed to relate to the price of our stock nor to correspond with the release of material nonpublic information. Grants are typically effective on the date of the PCC meeting approving such grants.
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 70) 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 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 70, and “Termination Benefits” beginning on page 71. 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 70 and “Termination Benefits” beginning on page 71. Separation Agreement for Mr. Sullivan. As announced in January 2025, the company eliminated its Chief Operating Officer role, dividing the responsibilities between two newly appointed roles, the EVP and COO-Utilities and the EVP-Engineering, Construction and Generation. With this announcement, Mr. Sullivan and the company entered into a Separation Agreement to be effective April 4, 2025. As reflected in his Separation Agreement, the PCC determined that Mr. Sullivan’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 71. Upon the qualifying termination, the Executive Severance Plan provided for a severance payment to Mr. Sullivan of $1,495,201, equal to two times Mr. Sullivan’s base salary, and a lump sum cash payment equal to (i) the aggregate amount of $40,281, which is the employee portion of COBRA premiums for 24 months, and (ii) $50,000 for outplacement assistance. Because Mr. Sullivan was eligible for retirement upon his termination, consistent with our normal practice, he received a pro-rated 2025 annual cash incentive award ($175,515) and accelerated vesting of all outstanding RSUs. Mr. Sullivan's 2025 TSR-based performance unit award with a grant date value of $702,460 was forfeited.
SUMMARY COMPENSATION TABLE (SCT)
SUMMARY COMPENSATION TABLE (SCT)
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 | 2025 | $1,238,060 | — | $7,865,249 | $1,869,248 | $2,119,321 | $129,453 | $13,221,331 | $11,102,010 | | President and CEO | 2024 | 1,237,367 | — | 6,741,436 | 1,773,831 | 1,483,614 | 119,495 | 11,355,743 | 9,872,129 | | | 2023 | 1,201,326 | — | 6,442,931 | 2,013,800 | 2,198,654 | 112,845 | 11,969,556 | 9,770,902 | | Joseph P. Bergstein, Jr. | 2025 | 724,777 | — | 1,997,817 | 716,412 | 1,371,590 | 53,524 | 4,864,120 | 3,492,530 | | EVP and CFO | 2024 | 690,763 | — | 1,792,117 | 673,367 | 778,037 | 52,608 | 3,986,892 | 3,208,855 | | | 2023 | 670,643 | — | 1,978,295 | 719,494 | 1,275,015 | 41,075 | 4,684,522 | 3,409,507 | | Wendy E. Stark | 2025 | 662,231 | — | 1,545,413 | 654,902 | — | 113,551 | 2,976,097 | 2,976,097 | | EVP-Utilities and CLO | 2024 | 612,907 | — | 1,213,157 | 604,047 | — | 110,628 | 2,540,739 | 2,540,739 | | | 2023 | 567,469 | $250,000 | 1,369,615 | 608,804 | — | 97,374 | 2,893,262 | 2,893,262 | | Dean A. Del Vecchio | 2025 | 668,975 | — | 1,488,712 | 660,924 | — | 81,110 | 2,899,721 | 2,899,721 | | EVP and CTIO | 2024 | 550,000 | 500,000 | 2,360,112 | 633,276 | — | 57,709 | 4,101,097 | 4,101,097 | | David J. Bonenberger | 2025 | 544,021 | — | 1,936,087 | 552,827 | 904,546 | 45,765 | 3,983,246 | 3,078,700 | | EVP and COO-Utilities | | | | | | | | | | | Francis X. Sullivan | 2025 | 202,082 | — | 1,508,198 | 175,515 | — | 1,615,161 | 3,500,956 | 3,500,956 | | Former EVP and COO | 2024 | 680,808 | — | 1,768,408 | 664,452 | — | 69,876 | 3,183,544 | 3,183,544 | | | 2023 | 613,227 | — | 1,329,392 | 664,789 | — | 41,335 | 2,648,743 | 2,648,743 |
SUMMARY COMPENSATION TABLE (SCT)
(1) This column reflects the title of each NEO as of December 31, 2025. (2) Salary includes cash compensation deferred to the PPL Executive Deferred Compensation Plan. The following NEOs deferred salary in 2025 in the amounts indicated: Mr. Sorgi ($37,142); Mr. Bergstein ($50,734); Ms. Stark ($79,468); and Mr. Bonenberger ($54,402). These amounts are included in the “Nonqualified Deferred Compensation in 2025” table on page 69 as executive contributions for the last fiscal year. (3) Bonus for Ms. Stark in 2023 represents the final cash payment of a sign-on award, which was payable 50% upon her employment start date and 50% upon completion of a full two years of employment in April 2023. Bonus for Mr. Del Vecchio in 2024 represents the cash portion of his sign-on award, payable upon his employment start date. (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 2025” table on page 63. The maximum potential values as of the grant date of the TSR-based performance units granted in 2025 assuming the highest level of performance are as follows: Mr. Sorgi — $6,816,298; Mr. Bergstein — $1,731,389; Ms. Stark — $1,339,274; Mr. Del Vecchio — $1,290,134; Mr. Bonenberger — $1,027,814 and Mr. Sullivan — $1,611,459. The maximum potential values as of the grant date of the EG-based performance units granted in 2025 assuming the highest level of performance are as follows: Mr. Sorgi — $2,971,400; Mr. Bergstein — $754,749; Ms. Stark — $583,851; Mr. Del Vecchio — $562,430; Mr. Bonenberger — $448,117 and Mr. Sullivan— $702,468. The maximum potential values as of the grant date of the LTS-based performance units granted in 2025 assuming the highest level of performance are as follows: Mr. Sorgi — $2,971,400; Mr. Bergstein — $754,749; Ms. Stark — $583,851; Mr. Del Vecchio — $562,430; Mr. Bonenberger — $448,117 and Mr. Sullivan — $702,468. The assumptions used in the Monte Carlo pricing model of TSR-based performance units were a 75.54% correlation coefficient, a 3-year expected life and a stock price volatility assumption of 19.07%. (5) Amounts for 2025 represent cash awards paid in March 2026 for performance under the company’s annual cash incentive award program for 2025. These amounts include amounts the NEOs have elected to defer to the PPL Executive Deferred Compensation Plan. The following NEOs deferred cash awards in the amounts indicated: Mr. Sorgi — $112,155; Mr. Bergstein — $143,282; Ms. Stark — $98,235; and Mr. Bonenberger — $82,924. These amounts will be included in the “Nonqualified Deferred Compensation in 2026” table as executive contributions in next year’s proxy statement if the executive is an NEO for 2026. (6) This column represents the sum of the changes during 2025 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, or PPL SCPP for Mr. Bergstein and Mr. Bonenberger. No above-market or preferential earnings under the PPL Executive Deferred Compensation Plan were reportable for 2025. See “Nonqualified Deferred Compensation in 2025” beginning on page 69 for additional information. The table below reflects the components of this column for 2025, 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; (iii) the company’s contributions under nonqualified deferred compensation plans, or NQDC; (iv) certain perquisites including financial planning, tax preparation services and executive physicals; and (v) other benefits or payments as noted.
SUMMARY COMPENSATION TABLE (SCT)
| Name | 401(k) Match | 401(k) Fixed Contribution | NQDC Employer Contributions | Financial Planning and Tax Preparation | Executive Physical | Other | Total | | Sorgi | $10,500 | N/A | $79,857 | $11,000 | $3,295 | $24,801(a) | $129,453 | | Bergstein | 10,500 | N/A | 31,444 | 9,000 | — | 2,580(b) | 53,524 | | Stark | 15,750 | $10,500 | 68,721 | 6,000 | — | 12,580(c) | 113,551 | | Del Vecchio | 10,500 | 10,500 | 28,568 | 10,000 | — | 21,542(d) | 81,110 | | Bonenberger | 10,500 | N/A | 17,250 | 3,940 | 1,495 | 12,580(e) | 45,765 | | Sullivan | 15,750 | 10,500 | 15,091 | — | — | 1,573,820(f) | 1,615,161 |
SUMMARY COMPENSATION TABLE (SCT)
(a) For Mr. Sorgi includes contributions made by the company under our charitable matching gift program, residential security upgrades, personal security costs, car service costs, as well as subscriptions for travel risk management and online privacy services. (b) For Mr. Bergstein includes subscriptions for travel risk management and online privacy services. (c) For Ms. Stark includes contributions made by the company under our charitable matching gift program, subscriptions for travel risk management and online privacy services. (d) For Mr. Del Vecchio includes contributions made by the company under our charitable matching gift program, costs attributed to his personal use of a company car, as well as subscriptions for travel risk management and online privacy services. (e) For Mr. Bonenberger includes contributions made by the company under our charitable matching gift program, subscriptions for travel risk management and online privacy service. (f) For Mr. Sullivan includes $1,495,201 of separation costs, which is equal to two times Mr. Sullivan's base salary, and a lump sum cash payment equal to (i) the aggregate amount of $40,281, which is the employee portion of COBRA premiums for 24 months, and (ii) $50,000 for outplacement assistance. Additionally, includes a payment for accrued vacation, costs attributed to his personal use of a company car as well as a subscription for online privacy services. (8) 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.
GRANTS OF PLAN-BASED AWARDS DURING 2025
GRANTS OF PLAN-BASED AWARDS DURING 2025 The following table provides information about equity and non-equity incentive plan awards granted in 2025.
GRANTS OF PLAN-BASED AWARDS DURING 2025
| 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 | | $804,739 | $1,609,478 | $3,218,956 | | | | | | | Sorgi | 1/30/2025 | | | | | | | 44,389 | $1,485,700 | | | 1/30/2025(5) | | | | 22,194 | 88,777 | 177,554 | | 3,408,149 | | | 1/30/2025(6) | | | | 22,195 | 44,389 | 88,778 | | 1,485,700 | | | 1/30/2025(6) | | | | 22,195 | 44,389 | 88,778 | | 1,485,700 | | Joseph P. | | 308,426 | 616,851 | 1,233,703 | | | | | | | Bergstein, Jr. | 1/30/2025 | | | | | | | 11,275 | 377,374 | | | 1/30/2025(5) | | | | 5,638 | 22,550 | 45,100 | | 865,695 | | | 1/30/2025(6) | | | | 5,638 | 11,275 | 22,550 | | 377,374 | | | 1/30/2025(6) | | | | 5,638 | 11,275 | 22,550 | | 377,374 | | Wendy E. | | 281,945 | 563,890 | 1,127,780 | | | | | | | Stark | 1/30/2025 | | | | | | | 8,722 | 291,925 | | | 1/30/2025(5) | | | | 4,361 | 17,443 | 34,886 | | 669,637 | | | 1/30/2025(6) | | | | 4,361 | 8,722 | 17,444 | | 291,925 | | | 1/30/2025(6) | | | | 4,361 | 8,722 | 17,444 | | 291,925 | | Dean A. | | 284,538 | 569,075 | 1,138,150 | | | | | | | Del Vecchio | 1/30/2025 | | | | | | | 8,402 | 281,215 | | | 1/30/2025(5) | | | | 4,201 | 16,803 | 33,606 | | 645,067 | | | 1/30/2025(6) | | | | 4,201 | 8,402 | 16,804 | | 281,215 | | | 1/30/2025(6) | | | | 4,201 | 8,402 | 16,804 | | 281,215 | | David J. | | 238,000 | 476,000 | 952,000 | | | | | | | Bonenberger | 1/30/2025 | | | | | | | 6,018 | 201,422 | | | 3/31/2025 | | | | | | | 20,770 | 750,005 | | | 4/25/2025 | | | | | | | 630 | 22,636 | | | 1/30/2025(5) | | | | 3,009 | 12,035 | 24,070 | | 462,024 | | | 4/25/2025(5) | | | | 315 | 1,259 | 2,518 | | 51,883 | | | 1/30/2025(6) | | | | 3,009 | 6,018 | 12,036 | | 201,422 | | | 4/25/2025(6) | | | | 315 | 630 | 1,260 | | 22,636 | | | 1/30/2025(6) | | | | 3,009 | 6,018 | 12,036 | | 201,422 | | | 4/25/2025(6) | | | | 315 | 630 | 1,260 | | 22,636 | | Francis X. | | 76,886 | 153,771 | 307,543 | | | | | | | Sullivan | 1/30/2025(5) | | | | 5,247 | 20,988 | 41,976 | | 805,729 | | | 1/30/2025(6) | | | | 5,247 | 10,494 | 20,988 | | 351,234 | | | 1/30/2025(6) | | | | 5,247 | 10,494 | 20,988 | | 351,234 |
GRANTS OF PLAN-BASED AWARDS DURING 2025
(1) These columns show the potential payout range under the 2025 annual cash incentive award program. For additional information, see “CD&A — 2025 Named Executive Officer Compensation — Individual Annual Cash Incentive Awards for 2025 Performance” beginning on page 51. 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 in number of shares of stock for the performance units, TSR, EG and LTS, granted in 2025 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 — 2025 Named Executive Officer Compensation — 2025 Long-term Equity Incentive Award Grants — 2025 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 2025 to the NEOs under PPL’s SIP. Annual RSU grants made in 2025 have ratable vesting over the three-year restriction period, while retention RSU grants made in 2025 have a 3-year cliff vesting with no provisions for acceleration upon retirement. 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 LTS were based on the closing price of PPL common stock on the NYSE on the grant dates as follows: $33.47 on January 30, 2025, $36.11 on March 31, 2025 and $35.93 on April, 25, 2025. For performance units based on TSR, the grant date fair value of $38.39 on January 30, 2025 and $41.21 on April 25, 2025 was calculated using a Monte Carlo pricing model value, assuming a 75.54% correlation coefficient, a 3-year expected life and stock price volatility of 19.07%. (5) The payout range for TSR-based performance unit awards granted in 2025 is from 25% to 200% of target. The performance period is from 2025 through 2027. At the end of the performance period, PPL TSR for the three-year period is compared to the total return of the companies in PPL's compensation peer group. 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. The payout range for EG-based performance unit awards granted in 2025 is from 50% to 200% of target and the payout range for LTS-based performance unit awards granted in 2025 is from 50% to 200% of target. The performance period is from 2025 through 2027.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following table provides information on all unvested restricted stock unit awards and unearned and unvested performance units, for each NEO as of December 31, 2025. There are no outstanding options as of December 31, 2025 as no options have been granted since 2013. 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 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 31, 2025, which was $35.02. For additional information about stock awards, see “CD&A — 2025 Named Executive Officer Compensation — 2025 Long-term Equity Incentive Award Grants” beginning on page 52.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| | | Stock Awards | | | | | Name | Grant Date(1) | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 | | 144,877 | 5,073,593 | | | | | 1/25/2024(4) | | | 161,131 | 5,642,794 | | | 1/25/2024(5) | | | 93,993 | 3,291,630 | | | 1/25/2024(6) | | | 93,993 | 3,291,630 | | | 1/30/2025(4) | | | 22,885 | 801,446 | | | 1/30/2025(5) | | | 91,543 | 3,205,819 | | | 1/30/2025(6) | | | 57,214 | 2,003,637 | | Joseph P. Bergstein, Jr. | | 39,843 | 1,395,302 | | | | | 1/25/2024(4) | | | 42,834 | 1,500,058 | | | 1/25/2024(5) | | | 24,987 | 875,034 | | | 1/25/2024(6) | | | 24,987 | 875,034 | | | 1/30/2025(4) | | | 5,813 | 203,573 | | | 1/30/2025(5) | | | 23,252 | 814,292 | | | 1/30/2025(6) | | | 14,533 | 508,933 | | Wendy E. Stark | | 28,310 | 991,416 | | | | | 1/25/2024(4) | | | 28,995 | 1,015,418 | | | 1/25/2024(5) | | | 16,915 | 592,360 | | | 1/25/2024(6) | | | 16,915 | 592,360 | | | 1/30/2025(4) | | | 4,497 | 157,469 | | | 1/30/2025(5) | | | 17,987 | 629,912 | | | 1/30/2025(6) | | | 11,242 | 393,695 | | Dean A. Del Vecchio | | 49,126 | 1,720,393 | | | | | 2/19/2024(4) | | | 38,760 | 1,357,385 | | | 2/19/2024(5) | | | 22,611 | 791,841 | | | 2/19/2024(6) | | | 22,611 | 791,841 | | | 1/30/2025(4) | | | 4,332 | 151,691 | | | 1/30/2025(5) | | | 17,327 | 606,801 | | | 1/30/2025(6) | | | 10,830 | 379,251 | | David J. Bonenberger | | 39,160 | 1,371,383 | | | | | 1/25/2024(4) | | | 17,567 | 615,204 | | | 1/25/2024(5) | | | 10,248 | 358,869 | | | 1/25/2024(6) | | | 10,248 | 358,869 | | | 1/30/2025(4) | | | 3,102 | 108,648 | | | 1/30/2025(5) | | | 12,411 | 434,626 | | | 1/30/2025(6) | | | 7,757 | 271,641 | | | 4/25/2025(4) | | | 322 | 11,281 | | | 4/25/2025(5) | | | 1,289 | 45,158 | | | 4/25/2025(6) | | | 806 | 28,224 | | Francis X. Sullivan | 1/25/2024(4) | | | 42,268 | 1,480,213 | | | 1/25/2024(5) | | | 24,656 | 863,458 | | | 1/25/2024(6) | | | 24,656 | 863,458 | | | 1/30/2025(4) | | | 5,410 | 189,472 | | | 1/30/2025(5) | | | 21,642 | 757,888 | | | 1/30/2025(6) | | | 13,526 | 473,680 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
For a better understanding of this table, we have included an additional column showing the grant date of the unearned and unvested performance units. All restricted stock units for the NEOs granted under PPL’s SIP are time based. Restricted stock unit grants made prior to 2025 have three-year cliff vesting, while awards granted beginning in 2025 have ratable vesting over the three-year restriction period. The grant date, number of restricted stock units, including any accrued dividend equivalents reflected as additional restricted stock units, and the year the restrictions lapse for each restricted stock award unit granted to the NEOs are detailed below:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| Name | Grant Date | 2026 | 2027 | 2028 | | Sorgi | 1/20/23(a) | 45,395 | | | | | 1/25/24(a) | | 53,710 | | | | 1/30/25(b) | 15,257 | 15,257 | 15,258 | | Bergstein | 1/20/23(a) | 13,939 | | | | | 1/25/24(a) | | 14,278 | | | | 1/30/25(b) | 3,875 | 3,875 | 3,876 | | Stark | 1/20/23(a) | 9,650 | | | | | 1/25/24(a) | | 9,666 | | | | 1/30/25(b) | 2,998 | 2,998 | 2,998 | | Del Vecchio | 2/19/24(a) | | 40,462 | | | | 1/30/25(b) | 2,888 | 2,888 | 2,888 | | Bonenberger | 1/20/23(a) | 5,198 | | | | | 1/25/24(a) | | 5,856 | | | | 1/30/25(b) | 2,068 | 2,068 | 2,069 | | | 3/31/25(c) | | | 21,256 | | | 4/25/25(b) | 215 | 215 | 215 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
(a) Awards granted on this date have three-year cliff vesting and vest on the third anniversary of the grant date. (b) Awards granted on this date have ratable vesting over the three-year restriction period. (c) The Retention Award granted to Mr. Bonenberger to promote stability in leadership and the company's continued benefit from his strategic expertise and institutional knowledge has a three-year cliff vesting and will vest fully on the third anniversary of the grant date. If Mr. Bonenberger voluntarily leaves the company for any reason, including retirement, prior to the vesting date, the full award will be forfeited. (3) These performance units, including TSR, EG and LTS, are payable in shares of PPL common stock following a three-year performance period. While the performance period ends on December 31, 2025 for the 2023 awards and on December 31, 2026 for the 2024 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 — 2025 Named Executive Officer Compensation — 2025 Long-term Equity Incentive Award Grants — 2025 Performance Unit Award Grants (80% of Total LTI)” beginning on page 53 for a discussion of the performance goals related to TSR, EG and LTS awards and the attainment levels for each award. (4) The number of TSR-based performance units granted in 2024 disclosed in the table for each NEO represents 150% of the target payout amount. 150% of target amount is used because PPL’s TSR was above the 50th percentile as compared to its industry peers for 2024 and 2025, the first and second year of the three-year performance period for the 2024 awards, and 150% represents the next higher performance measure. The number of TSR-based performance units granted in 2025 disclosed in the table for each NEO represents 25% of the target or the threshold payout amount. 25% of the target amount is used because PPL’s TSR was below the 25th percentile as compared to its industry peers for 2025, the first year of the three-year performance period for the 2025 awards, and 25% represents the next higher performance measure. 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 2024 disclosed in the table for each NEO represents 175% of the target payout amount. 175% of target amount is used because, based upon 2024 and 2025 performance, the company currently expects to exceed the 150% performance measure, and 175% represents the next higher performance measure. The number of EG-based performance units granted in 2025 disclosed in the table for each NEO represents 200% or the maximum payout amount. Although it is still early in the three-year performance period, a maximum payout amount was used because, based upon 2025 performance, the company is currently projected to exceed the 175% 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 sustainability-based performance units granted in 2024 disclosed in the table for each NEO represents 175% of the target payout amount. 175% of the target amount is used because, based upon 2024 and 2025 performance, the company currently expects to exceed the 150% performance measure, and 175% represents the next higher performance measure. The number of LTS-based performance units granted in 2025 disclosed in the table for each NEO represents 125% of the target payout amount. 125% payout amount is used because, based upon 2025 performance, the company currently expects to exceed the target performance and 125% reflects the next higher performance level above target. The number of shares shown in the table for each NEO also includes dividend equivalents reflected as additional performance units.
STOCK VESTED IN 2025
STOCK VESTED IN 2025 The following table provides information for each of the NEOs with respect to the number of shares acquired during 2025 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. There were no stock option exercises in 2025 as there are no remaining options outstanding. No options have been granted since 2013.
STOCK VESTED IN 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Vincent Sorgi | 358,741 | $12,499,903 | | Joseph P. Bergstein, Jr. | 109,107 | 3,803,098 | | Wendy E. Stark | 75,689 | 2,638,053 | | David J. Bonenberger | 44,747 | 1,566,357 | | Francis X. Sullivan | 100,311 | 3,568,647 |
STOCK VESTED IN 2025
(1) 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 31, 2025 on the NYSE of the shares of PPL common stock underlying the TSR-based, EG-based and sustainability-based performance unit awards granted in 2023 that are deemed to have been earned as of December 31, 2025, the last day of the three-year performance period.
PENSION BENEFITS IN 2025
PENSION BENEFITS IN 2025 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 (PPL SCPP) and (3) the PPL Supplemental Executive Retirement Plan (PPL SERP). Ms. Stark, Mr. Del Vecchio and Mr. Sullivan do not participate in a PPL Pension Plan.
PENSION BENEFITS IN 2025
| 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 | 19.7 | $993,640 | — | | | PPL SERP | 19.7 | 11,119,072 | — | | Joseph P. Bergstein, Jr. | PPL Retirement Plan | 26.4 | 1,195,157 | — | | | PPL SCPP | 26.4 | 5,746,557 | — | | David J. Bonenberger | PPL Retirement Plan | 40.0 | 2,533,603 | — | | | PPL SCPP | 40.0 | 4,426,414 | — |
PENSION BENEFITS IN 2025
(1) The assumptions used in estimating the present values of each NEO’s accumulated pension benefit are as follows:
PENSION BENEFITS IN 2025
| Plan | Assumed Retirement Date(a) | Discount Rate | Mortality Assumption(b) | | PPL Retirement Plan | 60 | 5.72% | 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 SCPP | 60 | 5.72% | 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 | 5.39% | Lump-sum Form of Payment. IRC §417(e) Mortality Rates for 2026 projected statically to future years using IRS 2025 Adjusted Scale MP-2021 which reflects the suspension of assumed mortality improvement for 2020-2023 and the 0.78% cap on mortality improvement for all years after 2024. |
PENSION BENEFITS IN 2025
(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 SCPP, 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 SCPP 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. Mr. Sorgi has elected a lump-sum form of payment for the PPL SERP. (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 SCPP upon the listed events assuming termination of employment occurred as of December 31, 2025.
PENSION BENEFITS IN 2025
| Name(a) | Retirement | Death | Disability | | Sorgi | $12,382,165 | $12,382,165 | $12,382,165 | | Bergstein(b) | — | 2,433,651 | — | | Bonenberger(c) | — | 2,100,225 | — |
PENSION BENEFITS IN 2025
(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 and Mr. Bonenberger, the PPL SCPP 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, 2025 termination of employment. Actual payment would be made following December 31, 2025 subject to plan rules and in compliance with Section 409A of the Internal Revenue Code. (b) Mr. Bergstein participates in the PPL SCPP. He does not participate in the PPL SERP. If Mr. Bergstein had died on December 31, 2025, he would have been eligible to receive benefits under the PPL SCPP. If he had terminated employment on December 31, 2025, he would be eligible for a monthly payment of approximately $28,476 under the PPL SCPP. Mr. Bonenberger participates in the PPL SCPP. He does not participate in the PPL SERP. If Mr. Bonenberger had died on December 31, 2025, he would have been eligible to receive benefits under the PPL SCPP. If he had terminated employment on December 31, 2025, he would be eligible for a monthly payment of approximately $30,052 under the PPL SCPP. PPL Retirement Plan. The PPL Retirement Plan covers Mr. Sorgi, Mr. Bergstein and Mr. Bonenberger and is a funded and tax-qualified defined benefit retirement plan that covers approximately 870 active employees as of December 31, 2025 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 2025, $102,180. 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 SCPP described below unless the employee is eligible for benefits under the PPL SERP described below. PPL Supplemental Compensation Pension Plan (PPL SCPP). This plan covers Mr. Bergstein and Mr. Bonenberger 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 $350,000 for 2025. 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.
NONQUALIFIED DEFERRED COMPENSATION IN 2025
NONQUALIFIED DEFERRED COMPENSATION IN 2025 PPL Executive Deferred Compensation Plan (PPL EDCP). The PPL EDCP allows participants to defer all or a portion of their cash compensation in excess of the required minimum payroll taxes. In addition to participant contributions, the company will make matching contributions and, for some participants, fixed contributions that would have been made to PPL’s tax-qualified 401(k) plans, the PPL Deferred Savings Plan and the PPL Retirement Savings Plan, except for IRS-imposed limitations on those contributions. As described on page 57, company contributions for: • Participants in the PPL DSP (Sorgi, Bergstein, and Bonenberger) consist of matching contributions to the PPL EDCP of up to 3% of the participant’s compensation. • Participants in the PPL RSP (Stark, Del Vecchio, and Sullivan) consist of matching contributions to the PPL EDCP of up to 4.5% of the participant's compensation and fixed contributions ranging from 3% to 7% of the participant's compensation based on years of service. The PPL EDCP 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, and the participant selects one or more deemed investment choices that generally mirror those available under the PPL DSP and the PPL RSP 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 2.76% to 32.90% during 2025. 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 2025, all of our NEOs 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 PPL EDCP 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. The table below provides the 2025 non-qualified deferred compensation for each of our NEOs in the PPL EDCP, consisting of executive deferrals of 2025 salary, executive deferrals of 2024 annual cash incentive awards paid in 2025, company matching contributions and for some participants company fixed contributions, and notional earnings based on the selected investment accounts.
NONQUALIFIED DEFERRED COMPENSATION IN 2025
| 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) | | Sorgi | PPL EDCP | $143,572 | $79,857 | $1,209,213 | — | $6,511,277 | | Bergstein | PPL EDCP | 185,408 | 31,444 | 409,454 | — | 2,486,014 | | Stark | PPL EDCP | 170,075 | 68,721 | 177,279 | — | 1,248,099 | | Del Vecchio | PPL EDCP | — | 28,568 | 3,324 | — | 37,965 | | Bonenberger | PPL EDCP | 111,550 | 17,250 | 426,406 | — | 2,662,197 | | Sullivan | PPL EDCP | — | 15,091 | 6,373 | $(66,503) | — |
NONQUALIFIED DEFERRED COMPENSATION IN 2025
(1) The following NEOs deferred salary in 2025 in the amounts indicated: Sorgi — $37,142; Bergstein — $50,734; Stark — $79,468; and Bonenberger — $54,402, which is included in the “Salary” column of the Summary Compensation Table for 2025. In addition, the following NEOs deferred a portion of their cash incentive awards for 2024 performance paid in 2025: Sorgi — $106,430; Bergstein — $134,673; Stark — $90,607; and Bonenberger— $57,148. Amounts for Sorgi, Bergstein and Stark were included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2024 as they were NEOs in the prior year. (2) Amounts in this column are company matching contributions during 2025 and are included in the Summary Compensation Table for 2025 under the heading “All Other Compensation.” (3) Aggregate earnings for 2025 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, 2025. The totals in this column are inclusive of the following amounts that were reported as compensation to the NEO in the Summary Compensation Table for previous years, when the individuals were NEOs:
NONQUALIFIED DEFERRED COMPENSATION IN 2025
| Name | Executive Contributions | Registrant Contributions | Total | | Sorgi | $1,477,816 | $523,370 | $2,001,186 | | Bergstein | 899,016 | 155,676 | 1,054,692 | | Stark | 446,501 | 225,911 | 672,412 | | Del Vecchio | — | 6,150 | 6,150 | | Sullivan | — | 42,253 | 42,253 |
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.
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 6,591 as of October 1, 2025. 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 2025. We initially identified employees within 1% below and 1% above estimated median pay. From this group of employees, we selected our median employee. 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 61, 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 2025, our CEO’s total compensation was $13,221,331, while our median employee’s total compensation was $178,625. Accordingly, our CEO Pay Ratio was 74 to 1.
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 (CD&A) 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, 88% of the CEO’s 2025 target compensation was “at-risk” and 73% was performance based. 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 earnings growth (EG). For example, the CEO 2025 CAP is greater than 2025 Summary Compensation Table (SCT) disclosure, driven by year-over-year stock appreciation and corresponding increase in payout probabilities for outstanding long-term incentive awards. See the table below for more details followed by a description of the relationship between CAP and select performance metrics.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year | SCT Total for CEO | Comp Actually Paid to CEO | Average SCT Total for | Average Comp Actually Paid | Value of Initial Fixed $100 Investment Based on: | | Net Income | Corporate | | | (Sorgi) | (Sorgi)(1)(4) | Non-CEO NEOs(2) | to Non-CEO NEOs(2)(4) | Company TSR | Peer Group TSR(3) | (millions) | EPS(5) | | 2025 | $13,221,331 | $15,906,018 | $3,644,828 | $3,996,944 | $150 | $144 | $1,181 | $1.81 | | 2024 | 11,355,743 | 21,062,470 | 3,453,068 | 5,362,484 | 135 | 129 | 888 | 1.69 | | 2023 | 11,969,556 | 10,652,416 | 3,034,235 | 2,396,766 | 109 | 108 | 740 | 1.60 | | 2022 | 9,146,575 | 9,088,623 | 2,706,259 | 2,888,926 | 113 | 118 | 756 | 1.41 | | 2021 | 11,356,481 | 11,504,637 | 3,976,822 | 3,779,539 | 113 | 117 | (1,480) | 1.02 |
List of Company Selected Measures
| The adjacent 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 38 for more information on how we align our compensation with performance, including Corporate EPS, critical corporate initiatives and operational goals, in our annual cash incentive plan and Annex A for a reconciliation of financial measures presented in accordance with GAAP to non-GAAP measures used for compensation. See page 39 for more information on how TSR, EG, and LTS are utilized in our LTI plan. | Most Important Performance Measures (alphabetical ranking) | | | Corporate Earnings Per Share (Corporate EPS) | | | Critical Corporate Initiatives | | | Earnings Growth (EG) | | | Long-Term Sustainability (LTS) | | | Operational Goals | | | Relative Total Shareowner Return (TSR) |
Acronyms used in this proxy statement
| CAP | Compensation Actually Paid | PCAOB | Public Company Accounting Oversight Board | | CD&A | Compensation Discussion and Analysis | PCC | People and Compensation Committee | | Corporate EPS | Corporate earnings per share from ongoing operations | PHLX | Philadelphia Stock Exchange, part of NASDAQ | | 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 | | ESOP | Employee Stock Ownership Plan | PPL RSP | PPL Retirement Savings Plan | | GAAP | Generally accepted accounting principles | PPL SERP | PPL Supplemental Executive Retirement Plan | | GNSC | Governance, Nominating and Sustainability Committee | PPL SCCP | PPL Supplemental Compensation Pension Plan | | ICPKE | Incentive Compensation Plan for Key Employees | RIE | The Narragansett Electric Company d/b/a Rhode Island Energy | | IRS | Internal Revenue Service | SAFe | Scaled Agile Framework | | LKE | LG&E and KU Energy LLC | SAIFI | System Average Interruption Frequency Index | | LTI | Long-term Incentives | SCT | Summary Compensation Table | | LTS | Long-term Sustainability | SEC | Securities and Exchange Commission | | NACD | National Association of Corporate Directors | SIP | PPL Corporation Amended and Restated 2012 Stock Incentive Plan | | NEO | Named executive officer | TDC | Total Direct Compensation | | NYSE | New York Stock Exchange | TSR | Total Shareowner Return | | O&M | Operations and Maintenance | UTY | PHLX Utility Sector Index |