PPL Corp DEF 14A, filed Apr 4, 2023

About this DEF 14A

PPL Corp (PPL)

DEF 14A 2023-04-04

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Added on June 12, 2026

$2 Billion

1^st Quartile

dividend and earnings growth projected through at least 2026 as a result of our strategic repositioning

credit profile – one of U.S. utility sector’s best – with a balance sheet that supports growth through 2026 without equity issuances

in completed infrastructure investments to build a smarter, more resilient grid and integrate distributed energy resources

performance in customer satisfaction¹ regionally and reliability² nationally at our Pennsylvania and Kentucky operations

PPL Corp filed this DEF 14A on April 4, 2023.

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

PPL CORPORATION
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



Date		May 17, 2023

Time		Online check-in begins: 8:30 a.m. Eastern Time Meeting begins: 9:00 a.m. Eastern Time

Place		Meeting live via the internet. Please visit: www.virtualshareholdermeeting.com/PPL2023

Items of Business		• To elect ten directors, as listed in this Proxy Statement, for a term of one year. • To conduct an advisory vote to approve the compensation of our named executive officers. • To conduct an advisory vote on the frequency of future executive compensation votes. • To ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2023. • To consider one shareowner proposal, if properly presented. • To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Record Date		You can vote if you were a shareowner of record on February 28, 2023.

Proxy Voting		Your vote is important. Please vote your shares by voting on the internet, by telephone or by completing and returning your proxy card. For more details, see the information beginning on page 98.


Proposal	Voting Options	Board Recommendation	More Information
Proposal 1 Election of Directors	FOR, AGAINST or ABSTAIN for each Director Nominee	FOR each Nominee	Page 6
Proposal 2 Advisory Vote to Approve Compensation of Named Executive Officers	FOR, AGAINST or ABSTAIN	FOR	Page 36
Proposal 3 Advisory Vote on the Frequency of Future Executive Compensation Votes	1 YEAR, 2 YEARS, 3 YEARS or ABSTAIN	1 YEAR	Page 37
Proposal 4 Ratification of the Appointment of Independent Registered Public Accounting Firm	FOR, AGAINST or ABSTAIN	FOR	Page 91
Proposal 5 Shareowner Proposal regarding Independent Board Chairman	FOR, AGAINST or ABSTAIN	AGAINST	Page 94


Corporate Governance or Compensation Matter		PPL’s Practice
Board Composition, Leadership and Operations
Current Number of Directors		10
Independence of Current Directors		90%
Board Committee Membership Independence (except Executive Committee)		Yes
Independent Chair of the Board		Yes
Voting Standards in Director Elections: Majority with Plurality Carve-out for Contested Elections		Yes
Frequency of Director Elections		Annual
Resignation Policy		Yes
Limits on Director Service on Other Boards		Yes


Corporate Governance or Compensation Matter		PPL’s Practice
Board Composition, Leadership and Operations
Mandatory Retirement Age		Yes (75)
Mandatory Tenure		No

Average Nominee Age		64

Average Nominee Tenure		7.6 years
Diversity of Nominees Based on Gender, Race, Ethnicity and Nationality		70%
Qualified Diverse Candidates Required to Be Considered in Director Search		Yes
Directors Attending Fewer than 75% of Meetings		None
Annual Board and Committee Self-Evaluation Process		Yes
Independent Directors Meet without Management Present		Yes
Number of Board Meetings Held in 2022		6

Total Number of Board and Committee Meetings Held in 2022		30

Proxy Access Bylaw		Yes
Sustainability and Other Governance Practices

Sustainability Strategy and Priorities		Yes

Voluntary Framework Disclosures (GRI, CDP Climate, TCFD, SASB & EEI-AGA)		Yes

Board and Committee Oversight of Sustainability and ESG Disclosure		Yes

ESG Considered in Enterprise Risk Management		Yes

Long-Term Incentives aligned with ESG Goals		Yes

Board Oversight of Corporate Culture		Yes

Board Oversight of Cybersecurity		Yes

Environmental Policy Statement		Yes

Carbon Reduction Goal Includes Net Zero by 2050		Yes

Health and Safety Policy Statement		Yes

Climate Policy Principles		Yes

Human Rights Policy Statement		Yes

DEI Goals and Metrics Disclosure (including EEO-1)		Yes

Code of Conduct for Directors, Officers and Employees		Yes

Supplier Code of Conduct		Yes

Shareowner Engagement Practice		Yes

Corporate Political Contribution Policy and Related Disclosure		Yes

Anti-hedging and Anti-pledging Policy		Yes

Robust Stock Ownership Policies		Yes

Material Related-Party Transactions with Directors		None

Independent Auditor		Deloitte & Touche LLP
Compensation Practices

CEO Pay Ratio		72:1

Clawback Policy		Yes

Employment Agreements for Executive Officers		No

Pay-for-Performance		Yes

Double-Trigger Change-in-Control Provisions		Yes

Percentage of 2022 Incentive Compensation at Risk		100%

Performance-based Percentage of 2022 Long-term Incentive Compensation		80%

Tax “Gross-ups” for Change-in-Control Severance Agreements		None

Annual Risk Assessment of Compensation Policies and Practices		Yes

Independent Compensation Consultant		Frederic W. Cook & Co., Inc.



				PROXY SUMMARY			Page 1



				PROPOSAL 1:
				ELECTION OF DIRECTORS			Page 6

				OUR NOMINEES STANDING FOR ELECTION			10



				GOVERNANCE OF THE COMPANY			Page 20

				BOARD OF DIRECTORS			20

				Attendance			20

				Independence of Directors			20

				Outside Board and Audit Committee Memberships			20

				Executive Sessions; Independent Chair of the Board			20

				Board Leadership Structure			20

				Board and Committee Evaluations			21

				Guidelines for Corporate Governance			21

				Communications with the Board			21

				Code of Ethics			21

				Shareowner Engagement			21

				BOARD COMMITTEES			23

				Board Committee Membership			23

				Principal Functions of Each Committee			24

				Audit Committee			24

				Compensation Committee			24

				Executive Committee			24

				Finance Committee			25

				Governance, Nominating and Sustainability Committee			25

				Compensation Processes and Procedures			25

				CEO and Other Management Succession			26

				Chair of the Board Succession			27

				Board Refreshment and Director Nomination Process			27

				Proxy Access - Nominations for Director for Inclusion in PPL’s 2024 Proxy Statement			28

				Shareowner Nominations			28

				THE BOARD’S ROLE IN RISK OVERSIGHT			29

				Overview			29

				Board Oversight of Key Risks			29

				COMPENSATION OF DIRECTORS			31

				2022 Director Pay Components			31

				Director Deferred Compensation Plan			31

				Director Equity Ownership Guidelines			31

				2022 Director Compensation			32



				STOCK OWNERSHIP			Page 33

				DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS			33



				TRANSACTIONS WITH RELATED PERSONS			Page 35



				EXECUTIVE COMPENSATION			Page 36

				PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			36

				PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION VOTES			37

				COMPENSATION COMMITTEE REPORT			38

				COMPENSATION DISCUSSION AND ANALYSIS (CD&A)			38

				Table of Contents for CD&A			38

				NAMED EXECUTIVE OFFICERS			39

				2022 PERFORMANCE ACHIEVEMENTS AND PAY ALIGNMENT			39

				Overview of 2022 Performance			39

				How We Align PPL’s Compensation Program with Performance			41

				Changes to the Compensation Program for 2022			43

				2022 Pay and Performance			43

				2022 Say-on-Pay Advisory Vote and Shareowner Engagement			43

				OVERVIEW OF PPL’S EXECUTIVE COMPENSATION PROGRAM FRAMEWORK			44

				Aligning Employees and Compensation Strategies with Our Corporate Strategic Framework			44

				Elements of NEO Compensation			44

				Process for Setting Executive Compensation			46

				Use of Market Data			46

				Establishing Performance Targets			47

				2022 NAMED EXECUTIVE OFFICER COMPENSATION			47

				Base Salary			47

				2022 Annual Cash Incentive Awards			48

				2022 Long-term Equity Incentive Award Grants			54

				Other Elements of Compensation			58
				GOVERNANCE POLICIES UNDERPINNING OUR COMPENSATION FRAMEWORK			61

				Executive Equity Ownership Guidelines			61

				Hedging and Pledging Prohibitions			62

				Clawback Policy			62

				Compensation Risk Assessment			62



				ADDITIONAL INFORMATION			62

				Other Compensation			62

				Tax Implications of Our Executive Compensation Program			63

				EXECUTIVE COMPENSATION TABLES			64

				Summary Compensation Table			64

				Grants of Plan-Based Awards During 2022			66

				Outstanding Equity Awards at Fiscal Year-End 2022			68

				Option Exercises and Stock Vested in 2022			71

				Pension Benefits in 2022			71

				Nonqualified Deferred Compensation in 2022			74

				POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF PPL CORPORATION			76

				Change-in-Control Benefits			76

				Payment Triggers and Benefits			76

				Defined Terms under Change-in-Control Agreements			77

				Additional Benefits			77

				Termination Benefits			77

				Severance			78

				Annual Cash Incentive Awards			78

				Long-term Incentive Awards			78


• Advisory vote to approve the compensation of our named executive officers ... Page 36.
• Advisory vote on the frequency of future executive compensation votes ... Page 37.
• Ratification of Deloitte & Touche LLP as independent auditor for 2023 ... Page 91.


		✓		Your Board recommends a vote FOR Proposals 2 and 4 and a vote of 1 Year on Proposal 3.



Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships⁽¹⁾

Arthur P. Beattie	68	2020	Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer, Southern Company	●	AC, EC, FC

Raja Rajamannar	61	2011	Chief Marketing & Communications Officer and President, Healthcare, MasterCard Incorporated	●	CC, GNSC

Heather B. Redman	58	2021	Co-Founder and Managing Partner, Flying Fish Partners	●	AC, FC

Craig A. Rogerson	66	2005	Retired Chairman, President and Chief Executive Officer, Hexion Holdings Corporation and Hexion Inc.	● Chair of the Board	CC, EC

Vincent Sorgi	51	2020	President and Chief Executive Officer, PPL Corporation	Management Director	EC

Linda G. Sullivan	59	2023	Retired Chief Financial Officer and Executive Vice President, American Water Works Company Inc.	●	CC, FC

Natica von Althann	72	2009	Retired financial and risk executive at Bank of America and Citigroup	●	CC, EC, FC

Keith H. Williamson	70	2005	President, Centene Charitable Foundation, and former Executive Vice President, Secretary and General Counsel, Centene Corporation	●	AC, GNSC

Phoebe A. Wood	69	2018	Principal of CompaniesWood and retired Vice Chairman and Chief Financial Officer of Brown-Forman Corporation	●	AC, EC, GNSC

Armando Zagalo de Lima	64	2014	Retired Executive Vice President, Xerox Corporation	●	EC, FC, GNSC


Compensation Element		Features for 2022

Base Salary		• Reviewed annually • Compensation Committee applies judgment in setting salary to reflect performance, experience and responsibility, and also considers market data

Annual Cash Incentive		• Paid in cash • Combination of corporate and business segment financial and operational performance, as well as individual performance • Capped at two times target payout for top performance

Long-term Equity Incentives (LTI)

Performance Units Based on TSR, EG and ESG 80% of LTI		• Payable in shares of PPL common stock • Payout range from 0% to 200% of target, subject to certification of performance at the end of the three-year performance period • Dividends accrue quarterly in the form of additional performance units, and vest according to the applicable level of achievement of the performance goal, if any TSR-based Performance Units (50% of Performance Units) • Based on three-year total shareowner return (TSR) performance relative to the PHLX Utility Sector Index (UTY) EG-based Performance Units (25% of Performance Units) • Based on three-year cumulative earnings growth (EG) from the pro forma ongoing earnings guidance for the full year assuming RIE ownership ESG-based Performance Units (25% of Performance Units) • Based on three-year performance of three climate-related measures, consisting of reductions in company vehicle emissions, reductions in building energy usage, and closure of Mill Creek Unit 1, a coal-fired generating facility in Kentucky

Restricted Stock Units 20% of LTI		• Payable in shares of PPL common stock • Restricted for three years following grant • Dividends accrue quarterly in the form of additional restricted stock units, but are not paid unless and until underlying award vests

Other Elements		• Limited perquisites • Retirement plans • Deferred compensation plans


What are you voting on?		The Board of Directors is asking you to elect all 10 director nominees to hold office until the next Annual Meeting of Shareowners. Each nominee elected as a director will continue in office until the director’s successor has been elected and qualified, or until the director’s earlier death, resignation or retirement.


		Senior Executive Leadership Former or current C-level executive or served in another policy-making executive role at a public or private company. Directors: Beattie, Rajamannar, Redman, Rogerson, Sorgi, Sullivan, von Althann, Williamson, Wood, Zagalo de Lima

		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. Directors: Beattie, Rajamannar, Redman, Rogerson, Sorgi, Sullivan, von Althann, Williamson, Wood, Zagalo de Lima


		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. Directors: Beattie, Redman, Rogerson, Sorgi, Sullivan, von Althann, Williamson, Wood, Zagalo de Lima
		Operations Experience and Safety Experience in senior management of operating companies. Directors with operations experience bring a practical approach to reviewing and overseeing the implementation of business plans and bring insights on the challenges and opportunities of our operating utilities, including a priority focus on safety and compliance. Directors: Rajamannar, Redman, Rogerson, Sorgi, von Althann, Williamson, Zagalo de Lima
		Regulated Industry Significant experience as a senior executive of a regulated company, including utilities or companies in the banking, pharmaceutical 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. Directors: Beattie, Rajamannar, Sorgi, Sullivan, von Althann, Williamson, Wood
		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. Directors: Rajamannar, Redman, Rogerson, Sorgi, Sullivan, Wood
		Technology, Digitalization and Innovation Leadership and oversight experience in technology, digital platforms, and innovation. These skills are gained through managing efficiency improvements through technology, implementing enterprise-wide digitalization and automation initiatives, and utilizing disruptive technologies. Our directors use this experience to oversee opportunities to leverage new technologies and improve the business model. Directors: Rajamannar, Redman, Sorgi, Sullivan, Wood, Zagalo de Lima


		Cybersecurity Experience and knowledge of cybersecurity risks and protections of grid operations, technology and data from cyber-attack. Our directors with cybersecurity skills apply these skills to oversee management’s efforts to protect the company’s assets from cyber risks. Directors: Rajamannar, Redman, Sullivan, Wood, Zagalo de Lima
		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. Directors: Rajamannar, Rogerson, von Althann, Zagalo de Lima
		Regulated Utility Experience Significant experience as a senior executive of a regulated utility. This experience 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. Directors: Beattie, Sorgi, Sullivan


Committee		Principal Function

Audit Committee		• Oversee: • the integrity of the financial statements of the company and its subsidiaries; • the effectiveness of the company’s disclosure controls and procedures and internal control over financial reporting; • the identification, assessment and management of risk; • the company’s compliance with legal and regulatory requirements and the company’s compliance and ethics program; • the qualifications, independence and selection of independent registered public accounting firm, or “independent auditors”; and • the performance of the company’s independent auditor and internal audit function.

Compensation Committee		• Oversee the company’s executive compensation philosophy, policies and programs and how these policies and programs align with the company’s overall business strategy; • Periodically review and assess the company’s strategy for human capital management; • Oversee management’s executive officer succession planning; • Discuss results of annual say-on-pay vote and periodically recommend the frequency of such vote; • Review and evaluate the performance of the CEO and other executive officers of the company, including setting goals and objectives, and approving their compensation, including incentive awards; • Review and approve the stock ownership requirements for the company’s directors and executive officers; • Review the fees and other compensation paid to outside directors for their services on the Board and its committees; and • Undertake independence and conflicts of interest assessments of its compensation consultant.

Executive Committee		• Exercise all of the powers of the Board of Directors during periods between Board meetings, with the exception of: • submission to shareowners of any action requiring approval of shareowners; • creation or filling of vacancies on the Board; • changing the membership of and filling of vacancies on any committee of the Board; • adoption, amendment or repeal of the Bylaws; • amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; • action on matters committed by the Bylaws or resolution of the Board exclusively to another committee of the Board; and • taking any action as may not be exercised by a committee under the Pennsylvania Business Corporation Law or the Bylaws.


Annual Retainer Components	Non- Employee Directors	Additional Retainers for Board Leadership
Annual Retainer Components	Non- Employee Directors	Independent Chair of the Board Fee	Audit Committee Chair Fee	All Other Committee Chair Fees

Cash⁽¹⁾	$120,000	$165,000	$25,000	$20,000

Deferred Stock Units⁽²⁾	$155,000	N/A	N/A	N/A


Name of Directors and NEOs	Shares of Common Stock Owned⁽¹⁾
Arthur P. Beattie		20,095	⁽²⁾
Joseph P. Bergstein, Jr.		89,308	⁽³⁾
John R. Crockett III		28,328	⁽⁴⁾
Raja Rajamannar		69,057	⁽²⁾
Heather B. Redman		8,179	⁽²⁾
Craig A. Rogerson		175,635	⁽²⁾
Vincent Sorgi		302,371	⁽⁵⁾
Wendy E. Stark		21,042	⁽⁶⁾
Linda G. Sullivan		1,156	⁽²⁾
Natica von Althann		80,004	⁽²⁾
Keith H. Williamson		108,312	⁽²⁾
Phoebe A. Wood		30,198	⁽²⁾
Armando Zagalo de Lima		88,903	⁽²⁾
All 19 executive officers and directors as a group		1,216,677	⁽⁷⁾


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
The Vanguard Group, Inc.⁽⁸⁾ 100 Vanguard Blvd. Malvern, PA 19355	92,068,873		12.50%
BlackRock, Inc.⁽⁹⁾ 55 East 52nd Street New York, NY 10055	59,968,558		8.10%
State Street Corporation⁽¹⁰⁾ State Street Financial Center One Lincoln Street Boston, MA 02111	44,203,138		6.00%



Named Executive Officer		Title
Vincent Sorgi		President and Chief Executive Officer (CEO)
Joseph P. Bergstein, Jr.		Executive Vice President and Chief Financial Officer (CFO)
Gregory N. Dudkin⁽¹⁾		Executive Vice President
Wendy E. Stark⁽²⁾		Executive Vice President, Chief Legal Officer (CLO) and Corporate Secretary
John R. Crockett III		President, LG&E and KU Energy LLC (LKE)



	How We Define It	Where We Use It

Corporate EPS	• PPL Corporation earnings per share from ongoing operations • Corporate EPS is adjusted for compensation purposes to reflect impacts of merger, acquisition and disposition activity, if any; and regulatory agreements that are economically net neutral • See Annex A for a reconciliation of financial measures presented in accordance with GAAP to non-GAAP measures used for compensation	• Portion of Annual Cash Incentive


Corporate Operational Goals	• Operational goals of LKE, PPL Electric and RIE weighted for each business segment (see page 50 for a description of the goals and the respective weighting)	• Portion of Annual Cash Incentive


Business Segment Operational Goals	• Operational goals for each of LKE, PPL Electric and RIE (see page 50 for a description of the goals for each business segment)	• Portion of Annual Cash Incentive


Individual Performance	• Individual performance goals for each NEO based upon results and personal leadership in the areas of (i) safety, (ii) diversity, equity and inclusion, (iii) employee engagement, (iv) environmental stewardship, and (v) the modeling of PPL corporate values	• Portion of Annual Cash Incentive


TSR	• Total shareowner return, which is a combination of share price appreciation and accrued dividends • Performance assessed relative to companies in the UTY	• Performance Units • Portion of long-term incentive, or LTI, compensation


EG	• Corporate earnings growth, which is the compound annual growth rate of ongoing earnings over the three-year performance period. For 2022, the baseline was the mid-point of the pro forma ongoing earnings guidance, assuming RIE ownership for the full year.	• Performance Units • Portion of LTI compensation


ESG	• Three priority corporate environmental, social and governance metrics focused on climate-related performance measures over the three-year performance period	• Performance Units • Portion of LTI compensation


• The Compensation Committee evaluated PPL’s LTI mix for 2022 and considered how to further link executive compensation to PPL’s strategy. While keeping the overall mix of 20% time-based and 80% performance-based, the Committee added EG and ESG metrics to the LTI mix at 20% each, replacing the 40% ROE-based performance units. ESG metrics are tied to climate-related matters. TSR continues to be one of the leading performance measures among utilities and a vital metric that recognizes PPL’s share performance compared with that of other utilities in the UTY, therefore TSR-based performance unit grants continue to comprise 40% of the NEO’s total LTI.

• Historically, for executives within one of the business segments, a portion of the short-term incentive, or STI, payout was based upon both the indivdiual business segment financial measures and the consolidated results of the coporate financial measure. In 2022, the Compensation Committee modified the STI program for our executives to align compensation with consolidated PPL financial results only. This change is designed to coincide with the company’s transformation in deploying a centralized operating model and leveraging our industry-leading innovation across our business segments to drive value for customers and shareowners.

• The Compensation Committee approved Operational Goals for 2022 that were consistent in type and methodology across all business segments, as appropriate for their mix of business. All business segments measure Customer Satisfaction and Reliability and LKE and RIE also measure Public Safety as related to their gas business.



Name	2021 Year-End Salary		2022 Salary		% Change

Vince Sorgi		$1,133,000		$1,166,990	3.0%

Joe Bergstein		632,500		651,475	3.0%

Greg Dudkin		740,000		762,200	3.0%

Wendy Stark		525,000		551,250	5.0%

John Crockett		475,000		489,250	3.0%


2022 PPL Cash Incentive Goal Weighting
Name	Corporate Financial Performance	Operational Performance		Individual Performance
Name	Corporate Financial Performance	Corporate	Business Segment	Individual Performance

Vince Sorgi	70%	20%	—	10%

Joe Bergstein	70%	20%	—	10%

Greg Dudkin	70%	20%	—	10%

Wendy Stark	70%	20%	—	10%

John Crockett	60%	10%	20%	10%


2022 PPL Operational Performance

Goal Summary Statement	Target	Actual Results	Attainment Score		Goal Weight	Goal Score	Corporate Weight		Corporate Goal Score
LKE

Achieve J.D. Power Residential Electric Customer Satisfaction targeted rating	1st Q Nationally 745.5	741.73		86.30%	40%	34.52%

Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target*	0.840	0.847		96.76%	30%	29.03%

Achieve Equivalent Forced Outage Rate (EFOR) goal target*	1.87%	2.74%		72.29%	10%	7.23%

Achieve Equivalent Availability Factor (EAF) goal target	85.37%	86.31%		135.34%	10%	13.53%

Achieve Gas Leak Response Time goal target - On-Hours (No Payout if any significant event occurs)	51.50%	53.80%		161.11%	5%	8.06%

Achieve Gas Leak Response Time goal target - Off-Hours (No Payout if any significant event occurs)	86.00%	86.40%		109.09%	5%	5.45%

Total Operational Performance for LKE						97.82%		47%		45.98%
PPL Electric

Achieve J.D. Power Residential Electric Customer Satisfaction targeted rating	1st Q Nationally 745.5	749.55		118.37%	50%	59.19%

Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target*	0.650	0.738		0.00%	50%	0.00%

Total Operational Performance for PPL Electric						59.19%		48%		28.41%


		While LKE’s Reliability achievement was first quartile in industry performance, it was just under the target performance set for compensation purposes, resulting in a payout of this measure at 96.76%.
		While PPL Electric’s Reliability was also first quartile in industry performance, it was below the minimum performance target set for compensation purposes, resulting in a payout of this measure at 0%.
		Based on the improvements in RIE’s Reliability since PPL took ownership in May 2022, RIE’s achievement was over the target performance, resulting in a payout of this measure at 158.89%.


LKE’s EFOR is the measurement of the percent of steam generation not available due to forced outages or reduction in generation output, with the objective of achieving the lowest possible actual result. Targets are set using historical regional results to drive optimal business performance. LKE’s performance was top decile, but with the aggressive target and performance below the previous year, the result was a payout of 72.29% for this measure.
LKE’s EAF measures the ratio of a given period in which a generating unit is available without any outages or reductions in capacity. It is calculated by summing the available capacity of a unit on an hour-by-hour basis and comparing that sum to its rated capacity. LKE performed exceptionally well, resulting in a payout of this measure at 135.34%.



Name	2022 Base Salary		Target Opportunity (% of Base Salary)		2022 Earned Award		2022 Annual Cash Incentive Award

Vince Sorgi		$1,166,990		125%		131.53%		$1,918,678

Joe Bergstein		651,475		80%		134.03%		698,538

Greg Dudkin		762,200		80%		129.03%		786,773

Wendy Stark		551,250		80%		133.03%		586,662

John Crockett		489,250		60%		126.08%		370,108



Target Opportunity (% of Base Salary)
Name	Total Long-term Incentive(LTI)	20% Restricted Stock Units	40% Performance Units (Based on TSR)	20% Performance Units (Based on EG)	20% Performance Units (Based on ESG)

Vince Sorgi	475%	95%	190%	95%	95%

Joe Bergstein	240%	48%	96%	48%	48%

Greg Dudkin	250%	50%	100%	50%	50%

Wendy Stark	200%	40%	80%	40%	40%

John Crockett	160%	32%	64%	32%	32%


Restricted Stock Unit Awards Granted in 2022⁽¹⁾
Name	2022 Base Salary		Target (% of Salary)	Target Value		Units Granted⁽²⁾

Vince Sorgi		$1,166,990	95%		$1,108,641		37,774

Joe Bergstein		651,475	48%		312,708		10,655

Greg Dudkin		762,200	50%		381,100		12,985

Wendy Stark		551,250	40%		220,500		7,513

John Crockett		489,250	32%		156,560		5,335


		Beginning in 2022, PPL added earnings growth metrics to its executive compensation mix. 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 2022, the baseline was the mid-point of the pro forma ongoing earnings guidance, assuming RIE ownership for the full year. At the end of the three-year performance period from
January 1, 2022 to December 31, 2024, actual performance will be determined as the compound annual growth from the 2022 baseline compared to the actual ongoing earnings results in 2024. The reliance on pro forma financial information reflects that RIE was acquired in May 2022, and we anticipate actual financial information will be used to establish the baseline for grants in future years.


2022 Performance Units - ESG Metrics
Performance Measure	Goal Weight		0% Target	50% Target	100% Target	150% Target	200% Target

Achieve Cumulative Electrified Fleet Vehicle target⁽¹⁾		5.00%	304	333	362	397	432

Achieve Building GWh Energy Use Target		16.75%	91.2	90.5	89.8	89.1	88.5

Achieve Building BBtu Energy Use Target		3.25%	290	288	286	284	282

Retirement of Mill Creek Unit 1 by 12/31/2024		75.00%	Not Complete	—	—	—	Complete