PPL CORP (PPL)
Sector: Utilities
2026 Annual Meeting Analysis
PPL CORP · Meeting: May 13, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined in 2020, has relevant utility industry and financial expertise, 100% attendance, no overboarding, and PPL's 3-year TSR of +55.6% outperforms XLU by +10.3pp, well below the 65pp threshold needed to trigger a vote against.
Joined in 2011, brings strong technology and marketing expertise relevant to PPL's digital transformation, 100% attendance, no overboarding, and the TSR trigger does not apply given PPL's outperformance of XLU.
Joined in 2021, brings valuable AI, cybersecurity, and clean energy expertise, 100% attendance, no overboarding, and the TSR trigger does not apply given PPL's strong 3-year return relative to XLU.
Joined in 2005, serves as independent Board Chair with extensive operational and risk management experience, 100% attendance, holds two public board seats (PPL and Origin Materials) which is within the policy limit, and the TSR trigger does not apply.
CEO and management director since 2020, brings deep utility industry and financial expertise directly relevant to PPL's strategy, 100% attendance, and the TSR trigger does not apply given PPL's 3-year outperformance of the XLU benchmark.
Joined in 2023, brings three decades of regulated utility CFO experience including at American Water Works, is a CPA, 100% attendance, and the 24-month new-director exemption further insulates her from the TSR trigger.
Joined in 2005, brings legal, finance, and regulated industry governance expertise, 100% attendance, no overboarding, and the TSR trigger does not apply given PPL's positive absolute and relative 3-year stock performance.
Joined in 2018, brings extensive financial executive experience including in the energy sector, 100% attendance, serves on two additional public boards (Invesco and Leggett & Platt) which is within the policy limit of three outside boards, and the TSR trigger does not apply.
Joined in 2014, brings deep technology, operations, and digital innovation experience relevant to PPL's utility-of-the-future strategy, 100% attendance, no overboarding, and the TSR trigger does not apply.
All nine director nominees receive a FOR vote. PPL's 3-year price return of +55.6% outperforms the XLU utilities ETF benchmark by +10.3 percentage points, well short of the 65pp underperformance threshold required to trigger a vote against any director. All directors attended 100% of board and committee meetings. No director is overboarded. The board has an independent chair, a robust skills matrix, all committees are fully independent, and audit committee members have clear financial expertise.
Say on Pay
✓ FORCEO
Vincent Sorgi
Total Comp
$13,221,331
Prior Support
96%%
CEO total compensation of approximately $13.2 million is consistent with benchmarks for a large-cap regulated utility CEO, and 88% of the CEO's target pay is at-risk with 73% performance-based — well above the 50-60% minimum threshold required by policy. The pay-for-performance alignment is strong: the 2023-2025 performance stock awards paid out at 161% (TSR), 152% (earnings growth), and 146% (sustainability) of target, reflecting PPL's 55.6% three-year price return and 71st-percentile TSR ranking in its peer group. The prior year say-on-pay vote received over 96% support, the company has a meaningful clawback policy, and the compensation committee appropriately applied negative discretion to reduce annual incentive payouts following a 2025 workplace fatality, demonstrating responsible governance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,380,000
Non-Audit Fees
$1,119,000
Non-audit fees (audit-related fees of $96K + tax fees of $1,017K + other fees of $6K = $1,119K) represent approximately 17.5% of audit fees ($6,380K), well below the 50% threshold that would raise independence concerns. Deloitte's tenure is not explicitly disclosed in the filing so the tenure trigger cannot be applied; no material restatements are disclosed; and Deloitte is a Big 4 firm fully appropriate for a $29 billion market cap utility.
Overall Assessment
PPL's 2026 annual meeting ballot is straightforward with no significant governance concerns. All nine director nominees receive FOR votes supported by strong 3-year TSR outperformance versus the XLU utilities ETF, 100% board attendance, and appropriate independence structures; Deloitte's non-audit fee ratio is well within policy limits warranting auditor ratification; and the say-on-pay program earns a FOR vote based on a heavily performance-weighted pay structure with demonstrated alignment between executive payouts and shareholder returns.