UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

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PPL CORPORATION
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Message to Our Shareowners

Dear Shareowner,

Thank you for your continued investment in PPL. On behalf of our entire Board of Directors, we are pleased to invite you to our virtual 2022 Annual Meeting of Shareowners.

Over the past year, your company has taken significant steps to strategically reposition itself and to lay a strong foundation for long-term growth and success — all while delivering essential energy and exceptional service to our customers.

Our 2021 highlights included:

• Delivering top-quartile reliability, award-winning customer satisfaction and near-record safety performance across our utility operations.

• Maintaining affordable rates below regional averages.

• Advancing our clean energy strategy and committing to net-zero carbon emissions by 2050.

• Investing $2 billion in the U.S. to build smarter, more dynamic and more resilient energy networks.

• Receiving exceptional value in the sale of our U.K. utility business.

• Advancing the acquisition of The Narragansett Electric Company, Rhode Island’s primary electric and gas utility.

• Returning more than $2.3 billion to shareowners through dividends and share repurchases.

As PPL excelled operationally and executed on its strategic repositioning in 2021, our Board remained responsive to shareowner interests and committed to strong corporate governance. Among the year’s highlights, our Directors appointed a new independent Board Chair and welcomed new Director Heather Redman. Our company established its new net-zero carbon emissions goal, pledged more than $50 million in new investments to drive clean energy innovation, and linked executive incentive compensation to several goals aimed at climate-related and environmental, social and governance performance.

In the fall, we also published our latest Climate Assessment Report and filed our Triennial Integrated Resource Plan in Kentucky, the latter of which projected a significant increase in renewable additions in the 15-year planning horizon compared to our prior plan. In addition, throughout the year we pursued our enterprise-wide diversity, equity and inclusion strategy, strengthening diversity within our leadership ranks and overall workforce and continuing to enhance a culture of equity and inclusion. Additional performance highlights can be found throughout the proxy statement and our annual report to shareowners.

In closing, we’re very proud of our 2021 accomplishments, but our work is not done. We’re focused on delivering strong operational performance as we continue to create clean-energy-enabling grids. We continue to economically transition our Kentucky coal-fired generation and are committing not to burn unabated coal by 2050. We’ve received all the necessary regulatory approvals to acquire Narragansett Electric and are now working diligently through state appeals processes in order to close the transaction. And we’re excited to showcase a new PPL — a U.S.-focused energy company delivering superior utility operations, driving sustainable value for all stakeholders and leading a responsible clean energy transition for our customers. As always, we welcome your feedback on the direction we’re headed and encourage you to vote your shares. We appreciate your continued support.

Sincerely,

  Craig A. Rogerson
Independent Chair of the Board Vincent Sorgi
President and Chief Executive Officer

PPL CORPORATION

Two North Ninth Street

Allentown, Pennsylvania 18101

Notice of Annual Meeting of Shareowners

Date	May 18, 2022
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/PPL2022
Items of Business	•  To elect nine 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 ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2022. •  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, 2022.
Proxy Voting	Your vote is important. Please vote your shares by voting on the internet or by telephone or by completing and returning your proxy card. For more details, see the information beginning on page 84.

This year’s Annual Meeting will be held virtually and will be conducted live through an audio webcast on the internet. The virtual-only format offers an efficient and effective means to engage shareowners, helps prevent the spread of COVID-19, and affords shareowners the same rights as if the meeting were held in person, including the ability to vote your shares electronically during the meeting and ask questions in accordance with our rules of conduct for the meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PPL2022 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instructions that accompanied your proxy materials.

On Behalf of the Board of Directors,

Wendy E. Stark

Senior Vice President, General Counsel,

Corporate Secretary and Chief Legal Officer

April 6, 2022

Important Notice Regarding the Availability of Proxy

Materials for the Shareowner Meeting to Be Held on May 18, 2022:

This Proxy Statement and the Annual Report to Shareowners are available at

www.pplweb.com/PPLCorpProxy

QUICK INFORMATION

The following charts provide quick information about PPL Corporation’s 2022 Annual Meeting and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting.

We first released this proxy statement and the accompanying proxy materials to shareowners on or about April 6, 2022.

Annual Meeting Information

DATE & TIME Wednesday, May 18, 2022 9:00 a.m. Eastern Time LOCATION Meeting live via the internet. Please visit: www.virtualshareholdermeeting.com/PPL2022 RECORD DATE February 28, 2022

  Proposals That Require Your Vote

Proposal	Voting Options	Board Recommendation	More Information
Proposal 1 Election of Directors	FOR, AGAINST or ABSTAIN for each Director Nominee	FOR each     Nominee	Page 5
Proposal 2 Advisory Vote to Approve Compensation of Named Executive Officers	FOR, AGAINST or ABSTAIN	FOR	Page 28
Proposal 3 Ratification of the Appointment of Independent Registered Public Accounting Firm	FOR, AGAINST or ABSTAIN	FOR	Page 80

See information beginning on page 84 on how you can vote.

Corporate Governance and Compensation Facts

Corporate Governance or Compensation Matter	PPL’s Practice
Board Composition, Leadership and Operations
Current Number of Directors	10
Independence of Current Directors	90%
Standing Board Committee Membership Independence	Yes
Independent Chair of the Board	Yes
Voting Standards in Director Elections	Majority with plurality carve-out for contested elections
Frequency of Director Elections	Annual
Resignation Policy	Yes
Classified Board	No
Mandatory Retirement Age	Yes (75)
Mandatory Tenure	No
Average Nominee Age	63
Average Nominee Tenure	7.4 years
Diversity of Nominees Based on Gender	33%
Diversity of Nominees Based on Race, Ethnicity and Nationality	44%
Diversity of Nominees Based on Gender, Race, Ethnicity and Nationality	67%

Corporate Governance or Compensation Matter	PPL’s Practice
Board Composition, Leadership and Operations
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 2021	9
Total Number of Board and Committee Meetings Held in 2021	30
Proxy Access Bylaw	Yes
Sustainability and Other Governance Practices
Sustainability Strategy and Commitments	Yes
Voluntary Disclosures Using Frameworks (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
Board Oversight of Corporate Culture	Yes
Board Oversight of Cybersecurity	Yes
Environmental Commitment	Yes
Carbon Reduction Goal	Yes
Human Rights Policy Statement	Yes
DEI Commitments 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	Yes
Political Contributions Disclosed	Yes
Anti-hedging and Anti-pledging Policy	Yes
Robust Stock Ownership Policies	Yes
Family Relationships	None
Material Related-Party Transactions with Directors	None
Independent Auditor	Deloitte & Touche LLP
Compensation Practices
CEO Pay Ratio	77:1
Clawback Policy	Yes
Employment Agreements for Executive Officers	No
Repricing of Underwater Options	No
Excessive Perks	No
Pay-for-Performance	Yes
Frequency of Say-on-Pay Advisory Vote	Annual
Double-Trigger Change-in-Control Provisions	Yes
Percentage of Incentive Compensation at Risk	100%
Performance-based Percentage of Long-term Incentive Compensation	80%
Dividend Equivalents Paid on Unvested Equity Awards Granted to Executive Officers	None
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.

TABLE OF CONTENTS

PROXY SUMMARY	Page 1
PROPOSAL 1:
ELECTION OF DIRECTORS	Page 5
NOMINEES FOR DIRECTOR	7
GOVERNANCE OF THE COMPANY	Page 12
BOARD OF DIRECTORS	12
Attendance	12
Independence of Directors	12
Executive Sessions; Independent Chair of the Board	12
Board Leadership Structure	12
Board and Committee Evaluations	12
Guidelines for Corporate Governance	13
Communications with the Board	13
Code of Ethics	13
Shareowner Engagement	14
BOARD COMMITTEES	15
Board Committee Membership	15
Principal Functions of Each Committee	16
Audit Committee	16
Compensation Committee	16
Executive Committee	16
Finance Committee	17
Governance, Nominating and Sustainability Committee	17
Compensation Processes and Procedures	17
CEO and Other Management Succession	18
Director Nomination Process and Proxy Access	19
Chair of the Board Succession	20
THE BOARD’S ROLE IN RISK OVERSIGHT	21
Overview	21
Board Oversight of Key Risks	21
COMPENSATION OF DIRECTORS	23
2021 Director Pay Components	23
Director Deferred Compensation Plan	23
Director Equity Ownership Guidelines	23
2021 Director Compensation	24
STOCK OWNERSHIP	Page 25
DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS	25

TRANSACTIONS WITH RELATED PERSONS	Page 27
EXECUTIVE COMPENSATION	Page 28
PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	28
COMPENSATION COMMITTEE REPORT	29
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)	29
Table of Contents for CD&A	29
NAMED EXECUTIVE OFFICERS	30
2021 PERFORMANCE ACHIEVEMENTS AND PAY ALIGNMENT	30
Overview of 2021 Performance	30
How We Align PPL’s Compensation Program with Performance	32
Change to the Compensation Program for 2021 and 2022	34
2021 Pay and Performance	35
2021 Say-on-Pay Advisory Vote and Shareowner Engagement	35
OVERVIEW OF PPL’S EXECUTIVE COMPENSATION PROGRAM FRAMEWORK	36
Aligning Employees and Compensation Strategies with Our Corporate Strategic Framework	36
Elements of NEO Compensation	36
Process for Setting Executive Compensation	38
Use of Market Data	38
Establishing Performance Targets	39
2021 NAMED EXECUTIVE OFFICER COMPENSATION	39
Base Salary	39
2021 Annual Cash Incentive Awards	40
2021 Long-term Equity Incentive Awards	47
Other Elements of Compensation	51
GOVERNANCE POLICIES UNDERPINNING OUR COMPENSATION FRAMEWORK	55
Executive Equity Ownership Guidelines	55
Hedging and Pledging Prohibitions	56
Clawback Policy	56
Compensation Risk Assessment	56

PPL CORPORATION 2022 Proxy Statement    i

TABLE OF CONTENTS

ADDITIONAL INFORMATION	56
Other Compensation	56
Tax Implications of Our Executive Compensation Program	57
EXECUTIVE COMPENSATION TABLES	58
Summary Compensation Table	58
Grants of Plan-Based Awards During 2021	61
Outstanding Equity Awards at Fiscal Year-End  2021	63
Option Exercises and Stock Vested in 2021	65
Pension Benefits in 2021	65
Nonqualified Deferred Compensation in 2021	69
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL OF PPL CORPORATION	71
Change-in-Control Benefits	71
Payment Triggers and Benefits	71
Defined Terms under Change-in-Control Agreements	72
Additional Benefits	72

Termination Benefits	73
Severance	73
Annual Cash Incentive Awards	73
Long-term Incentive Awards	73
Summary of Benefits-Termination Events	74
CEO PAY RATIO	79
PROPOSAL  3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	Page 80
Fees to Independent Auditor for 2021 and 2020	80
Report of the Audit Committee	81
GENERAL INFORMATION	Page 83
ANNEX A	Page A-1

Website References

Throughout this proxy statement, we identify certain materials that are available in full on our website. The information contained on, or available through PPL’s internet website is not and shall not be deemed to be, incorporated by reference in this proxy statement.

Forward-looking Statements and Non-GAAP Financial Measures

This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “believe,” “expect,” “plans,” “intends,” “may,” “strategy,” “target,” “goals,” “anticipate,” and other similar words, and include, without limitation, statements regarding the acquisition of The Narragansett Electric Company, and the anticipated effects of that transaction. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in PPL’s Annual Report on Form 10-K for the year ended December 31, 2021 and other documents PPL files with the Securities and Exchange Commission. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by PPL speak only as of the date on which they are made. PPL is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.

This proxy statement, including the “Compensation Discussion and Analysis” section, contains references to “earnings or net income from ongoing operations” of PPL. This is a measure of financial performance used by PPL, among other things, in making incentive compensation grants and awards to executive officers. It is not, however, a financial measure prescribed by generally accepted accounting principles, or GAAP. This non-GAAP financial measure adjusts “net income” (which is a GAAP financial measure) for certain special items, with further adjustments for compensation purposes. For a reconciliation of net income from ongoing operations to net income, as well as a description and itemization of the special items and other adjustments used to derive net income from ongoing operations for PPL and each of its business segments for compensation purposes, please see Annex A to this proxy statement.

ii    PPL CORPORATION 2022 Proxy Statement

Proxy Summary

This summary highlights information found elsewhere in this proxy statement. It does not contain all of the information you should consider in voting your shares. Please refer to the complete proxy statement and 2021 Annual Report before you vote.

We first released this proxy statement and the accompanying proxy materials to shareowners on or about April 6, 2022.

Voting Matters and Board Voting Recommendations

Election of Directors ... Page 5.

✓          Your Board recommends a vote FOR each nominee.

Management Proposals

•  Advisory vote to approve the compensation of our named executive officers ... Page 28.

•  Ratification of Deloitte & Touche LLP as independent auditor for 2022 ... Page 80.

✓          Your Board recommends a vote FOR both proposals.

Performance Highlights for 2021

#1	Most Trusted	Net-zero	Leader
Ranked highest in business and residential customer satisfaction in region/segment (Kentucky Utilities and PPL Electric Utilities)1	Named Most Trusted Utility Brands by Escalent after nationwide survey (Kentucky Utilities and PPL Electric Utilities)	Set net-zero by 2050 greenhouse gas emissions goal, with interim reduction targets of 80% of 2010  levels by  2040 and 70% by 2035	Named best place to work for LGBTQ equality and disability inclusion2 and Trendsetter by the CPA-Zicklin Index for corporate political transparency

$2 billion	$2.3 billion	$3.5 billion	$50 million
Executed $2 billion in infrastructure investments to build smarter, more dynamic, more resilient energy networks	Returned $2.3 billion to shareowners through dividends and share repurchases	Reduced holding company debt by $3.5 billion, resulting in one of the strongest balance sheets in the U.S. utility sector	Announced commitment of more than $50 million in new investments to help accelerate low-carbon technologies

See page 30 for additional information on PPL’s performance highlights for 2021.

¹  Based on independent, nationwide surveys of residential and business customer satisfaction.

²  Based on perfect scores on the equality indices as determined by the Human Rights Campaign Foundation and Disability:IN.

PPL CORPORATION 2022 Proxy Statement    1

PROXY SUMMARY

Director Nominees

Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships(1)
Arthur P. Beattie	67	2020	Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer, The Southern Company	X	AC, EC, FC
Raja Rajamannar	60	2011	Chief Marketing & Communications Officer and President, Healthcare, MasterCard Incorporated	X	CC, GNSC
Heather B. Redman	57	2021	Co-Founder and Managing Partner, Flying Fish Partners	X	AC, FC
Craig A. Rogerson	65	2005	Chairman, President and Chief Executive Officer, Hexion Holdings Corporation and Hexion Inc.	Independent Chair of the Board	CC, EC
Vincent Sorgi	50	2020	President and Chief Executive Officer, PPL Corporation	Management Director	EC
Natica von Althann	71	2009	Former financial and risk executive at Bank of America and Citigroup	X	CC, EC, FC
Keith H. Williamson	69	2005	President, Centene Charitable Foundation, and former Executive Vice President, Secretary and General Counsel, Centene Corporation	X	AC, GNSC
Phoebe A. Wood	68	2018	Principal of CompaniesWood and former Vice Chairman and Chief Financial Officer of Brown-Forman Corporation	X	AC, EC, GNSC
Armando Zagalo de Lima	63	2014	Retired Executive Vice President, Xerox Corporation	X	EC, FC, GNSC

⁽¹⁾ Board Committees: AC – Audit    CC – Compensation    EC – Executive    FC – Finance    GNSC – Governance, Nominating and Sustainability

For more detailed information as to individual nominees, please see “Proposal 1: Election of Directors” beginning on page 5.

2    PPL CORPORATION 2022 Proxy Statement

PROXY SUMMARY

Executive Compensation Program

  Overview   Our executive compensation program reflects the company’s ongoing commitment to pay for performance. The compensation of our named executive officers, or NEOs, is aligned with our corporate strategic framework, which links executive compensation with the interests of our shareowners. In 2021, 85% of the Chief Executive Officer’s (CEO) target compensation opportunity was “at-risk” and 72% was performance-based.   CEO’s 2021 Target Total Direct Compensation Mix  

Compensation Element	Features for 2021
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 and ROE   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 up to 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) ROE-based Performance Units (50% of Performance Units) •  For 2021 only, as a result of the planned sale of WPD, the performance period was one year based on PPL’s annual corporate return on equity (ROE) for 2021, with a three-year restriction period
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

PPL CORPORATION 2022 Proxy Statement    3

PROXY SUMMARY

Pay for Performance

For 2021, we based performance-related compensation for the NEOs primarily on (1) corporate net income from ongoing operations as adjusted for compensation purposes, or Corporate Net Income, (2) net income from ongoing operations of each business segment as adjusted for compensation purposes, (3) corporate and business segment operational goals, (4) individual performance, (5) relative TSR, and (6) corporate ROE. All of our goals align with our commitment to shareowners to create long-term value for shareowners.

Our 2021 performance resulted in:

• Annual cash incentive award payouts ranging from 167.98% to 187.56% of target.

• 2019-2021 performance awards were paid out at 100% of target in the aggregate.

• TSR-based performance units, which comprised 40% of the total LTI grants made to our NEOs in 2019, were forfeited due to performance below threshold level for the 2019-2021 performance period.

• ROE-based performance units, which comprised 40% of the total LTI grants made to our NEOs in 2019, paid out at 200% of target for the 2019-2021 performance period.

Corporate Governance Highlights

• To reflect its commitment to diversity, the Board amended the company’s Guidelines for Corporate Governance in January 2021 to require the pool of candidates considered by the Governance, Nominating and Sustainability Committee to include qualified persons who reflect diverse backgrounds, including diversity of gender and race or ethnicity and if any third-party search firm is used, it will be specifically instructed to include such candidates.

• Effective March 1, 2021, the Board appointed Mr. Rogerson to be its independent Chair.

• Effective October 11, 2021, the Board elected Ms. Redman to the Board as an independent director. Ms. Redman is Co-Founder and Managing Partner of Flying Fish Partners, a venture capital firm investing in early-stage artificial intelligence and machine learning startups, including energy-related applications, and has expertise in disruptive technologies, emerging regulation and evolving public policy, energy development and energy technology.

• In October 2021, the company published its Employer Information Report EEO-1 Consolidated Report for each of 2019 and 2020 on its website.

• In November 2021, the company published its latest comprehensive climate assessment report, which is available on PPL’s website.

• In addition to changes highlighted during 2021, effective January 28, 2022, the Governance and Nominating Committee changed its name to Governance, Nominating and Sustainability Committee to better reflect the sustainability responsibilities of the company overseen by that committee. The committee also revised its Charter to add oversight of the company’s corporate political activity, with such oversight to include receiving reports at least annually as to political spending and related activities by the company, if any.

• Also, effective January 28, 2022, the Compensation Committee revised its Charter to add that it would periodically review and assess the company’s strategy for human capital management.

4    PPL CORPORATION 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

What are you voting on? The Board of Directors is asking you to elect the nine director nominees listed below 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.

The Board of Directors has no reason to believe that any of the 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.

In compliance with the company’s Guidelines for Corporate Governance, Steven G. Elliott was not renominated and will continue to serve on the Board until immediately prior to the 2022 Annual Meeting of Shareowners, which follows his 75^th birthday. Mr. Elliott served as the Chair of the Audit Committee until March 1, 2022 and is a member of the Audit and Finance Committees. We thank Mr. Elliott for his effective and thoughtful service to our company. At the time of the meeting, the Board size will be reduced from the current ten to nine directors consistent with the number of nominees.

Additionally, the Board carefully considered the lower level of support for Mr. Rogerson in 2021. It has taken steps to address certain investors’ concerns underlying that vote, including the adoption of the company’s net-zero greenhouse gas emissions goal in August of 2021, the November 2021 publication of its latest comprehensive climate assessment report, as well as the enhancement of the responsibilities overseen by the now-renamed Governance, Nominating and Sustainability Committee, as detailed in this Proxy Statement. The Board also took into account Mr. Rogerson’s 100% attendance record in 2021 for all Board and Committee meetings following his medical leave due to COVID-19 in 2020.

The table below summarizes, in no particular order, the primary experiences, qualifications and skills that our nominees for director bring to the Board.

Qualifications and Skills
Global Business Perspective		✓	✓	✓	✓	✓	✓	✓	✓
Risk Management	✓	✓	✓	✓	✓	✓		✓	✓
Regulated Industry	✓	✓			✓	✓	✓	✓
Customer Relationships and Marketing		✓				✓	✓		✓
Operations Experience		✓	✓	✓	✓	✓	✓		✓
Finance and Accounting	✓		✓	✓	✓	✓	✓	✓	✓
Technology/Cybersecurity		✓	✓					✓	✓
Environmental/Sustainability		✓	✓	✓				✓
Senior Executive Leadership	✓	✓	✓	✓	✓	✓	✓	✓	✓

PPL CORPORATION 2022 Proxy Statement    5

PROPOSAL 1: ELECTION OF DIRECTORS

The table below reflects how each nominee has self-identified certain demographic attributes.

Demographic Attributes
Tenure (Years)*	1	10	0	16	1	12	16	4	7
Age (Years)*	67	60	57	65	50	71	69	68	63
Gender	M	M	F	M	M	F	M	F	M
Race/Ethnicity
African American/Black							✓
Asian		✓
Cuban American/Hispanic						✓
White	✓		✓	✓	✓	✓		✓	✓
Nationality - Portuguese									✓

* Tenure (based on anniversary date) and age as of April 6, 2022

6    PPL CORPORATION 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

NOMINEES FOR DIRECTOR

ARTHUR P. BEATTIE   Age: 67   Director since: 2020   Independent Director Board Committees:   •   Audit (Chair) •   Executive •   Finance

Professional Experience:

• Retired Executive Vice President, Chief Financial Officer and Chief Risk Officer (2010–2018), The Southern Company, an American gas and electric utility holding company based in the southern United States (Southern)

• Executive Vice President and Chief Financial Officer (2005-2010), Alabama Power Company, a utility subsidiary of Southern

• Prior to 2005, served in various executive, officer and management positions for nearly three decades at Alabama Power Company, including as a Vice President, Comptroller and Treasurer

• Serves as an independent director of Southwest Water Company

Experience and Qualifications: With over 42 years of experience in the utility industry, and having served as chief financial officer and chief risk officer of a publicly traded utility holding company, Mr. Beattie brings to our Board a wealth of knowledge regarding the regulated utility industry as to debt and equity capital markets, financial planning and reporting, and enterprise risk management. He has industry experience in mergers, acquisitions and divestitures, and has served in various leadership positions on diverse Southern operating subsidiaries and charitable foundations. Mr. Beattie also has public board experience, having served on the board of Emageon, Inc. as an independent director and Chair of its Audit Committee before the company was acquired in 2009.

RAJA RAJAMANNAR   Age: 60   Director since: 2011   Independent Director Board Committees:   •   Compensation •   Governance, Nominating and Sustainability

Professional Experience:

• Chief Marketing & Communications Officer and President, Healthcare (2016–present), and Chief Marketing Officer (2013–2016), MasterCard Incorporated, a technology company in the global payments industry

• Executive Vice President, Senior Business, and Chief Transformation Officer of WellPoint, Inc. (2012–2013)

• Senior Vice President and Chief Innovation and Marketing Officer for Humana Inc. (2009–2012)

• Various senior management marketing and sales positions with Citigroup (1994–2009)

• Various sales and product management roles with Unilever (1988–1994)

Experience and Qualifications: With years of demonstrated leadership and business experience in a variety of regulated industry and international positions, Mr. Rajamannar brings to our Board valuable insight into global organizational and operational management, as well as marketing, data and digital technologies expertise. He also specialized in environmental management as a part of his post graduate studies.

PPL CORPORATION 2022 Proxy Statement    7

PROPOSAL 1: ELECTION OF DIRECTORS

HEATHER B. REDMAN   Age: 57   Director since: 2021   Independent Director Board Committees:   •   Audit •   Finance Other Public Directorships:               •   Brooklyn ImmunoTherapeutics, Inc.

Professional Experience:

• Co-Founder and Managing Partner (2016-present), Flying Fish Partners, a venture capital firm investing in early stage artificial intelligence and machine learning startups, including energy-related applications

• Vice President of Business Operations (2014-2017), Indix Corporation, a big data artificial intelligence startup

• Principal and Senior Vice President (2001-2014), Summit Power Group, a leading developer of clean energy projects

• Served in executive leadership positions with Atom Entertainment, PhotoDisc and Getty Images

• Member of the North American Advisory Board for The Hawthorn Club, an international network for executive women in the energy industry, and serves on several nonpublic boards, including Beneficial State Bank and the Washington State University Board of Regents and Foundation

Experience and Qualifications: With her extensive technology, energy and finance background and demonstrated leadership, Ms. Redman brings to our Board a wealth of experience in these areas, as well as in emerging regulation and evolving public policy, and expertise in disruptive technologies.

CRAIG A. ROGERSON   Age: 65   Director since: 2005   Independent Director   Chair of the Board Board Committees:   •   Compensation •   Executive (Chair) Former Public Directorships within the Last Five Years:   •   Ashland Global Holdings Inc.
(2019-January 2021) •   Chemtura Corporation
(2008-2017)

Professional Experience:

• Chairman, President and Chief Executive Officer (July 1, 2019–present), Hexion Holdings Corporation, and continues to serve as Chairman, President and Chief Executive Officer (2017–present), 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, Hercules Incorporated (2003–2008)

• Serves as a director for: American Chemistry Council; Society of Chemical Industry; Pancreatic Cancer Action Network; Advisory Board of the Chemical Engineering & Materials Science College and College of Engineering Alumni Board of Michigan State University

Experience and Qualifications: With years of demonstrated managerial ability as a CEO of large global chemical manufacturing companies, Mr. Rogerson brings to our Board significant organizational, operational and risk management expertise, as well as extensive environmental oversight and board leadership experience.

8    PPL CORPORATION 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

VINCENT SORGI   Age: 50   Director since: 2020   Management Director Board Committees:   •   Executive

Professional Experience:

• President and Chief Executive Officer (June 2020-present), PPL Corporation

• President and Chief Operating Officer (July 2019-May 2020), Executive Vice President (January 2019-June 2019) and Chief Financial Officer (2014-2019), Senior Vice President (2014-2019) and Vice President and Controller (2010-2014), PPL Corporation; Controller for PPL’s former energy supply and marketing segment (2007-2010) and financial director of the former PPL Generation subsidiary (2006-2007)

• Prior to joining PPL, worked for Public Service Enterprise Group for nine years and prior to that, Deloitte & Touche LLP for four years

• Member, American Institute of Certified Public Accountants

• Serves as a director for the Electric Power Research Institute, the Edison Electric Institute, St. Luke’s Health Network and Da Vinci Science Center

Experience and Qualifications: With more than 25 years of experience in the utility industry, Mr. Sorgi brings to our Board extensive finance and accounting expertise, providing valuable insight into the areas of finance, accounting and controls. He also provides a wealth of knowledge on strategy, risk management, financial planning, and mergers and acquisitions from a utility industry perspective.

NATICA VON ALTHANN   Age: 71   Director since: 2009   Independent Director Board Committees:   •   Compensation (Chair) •   Executive •   Finance Other Public Directorships:   •   FuelCell Energy, Inc.

Professional Experience:

• Independent director for several public and private companies

• Founding Partner (2009–2013), C&A Advisors, a consulting firm in the areas of financial services and risk management

• Retired Senior Credit Risk Management Executive, Bank of America after U.S. Trust was acquired by Bank of America (2007–2008); retired Chief Credit Officer, U.S. Trust (2003–2008)

• 26 years at Citigroup in various senior management roles including managing director and co-head of Citigroup’s U.S. Telecommunications – Technology group, managing director and global industry head of the Retail and Apparel group and division executive and market region head for Latin America in the Citigroup private banking group

• Director, TD Bank US Holding Company and its two bank subsidiaries, TD Bank, N.A. and TD Bank USA, N.A.

Experience and Qualifications: With her extensive background in the banking industry, including operating responsibilities and senior management experience for international businesses, Ms. von Althann brings to our Board a wealth of knowledge regarding organizational and operational management from a regulated industry perspective, as well as financial and risk management expertise.

PPL CORPORATION 2022 Proxy Statement    9

PROPOSAL 1: ELECTION OF DIRECTORS

KEITH H. WILLIAMSON   Age: 69   Director since: 2005   Independent Director Board Committees:   •   Audit •   Governance, Nominating and Sustainability

Professional Experience:

• President, Centene Charitable Foundation (2020–present)

• 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, Centene Corporation (2006–2012)

• President, Capital Services Division, Pitney Bowes Inc. (1999–2006) and various positions in tax, finance and legal groups, including oversight of the treasury function and rating agency activity (1988–1998)

Experience and Qualifications: With decades of demonstrated leadership and international business experience in a variety of industry positions with publicly traded companies, Mr. Williamson brings to our Board a combination of general business and finance experience, including from a regulated industry, as well as customer relationship expertise.

PHOEBE A. WOOD   Age: 68   Director since: 2018   Independent Director Board Committees:   •   Audit •   Executive •   Governance, Nominating and Sustainability (Chair) Other Public Directorships:   •   Invesco Ltd. •   Leggett & Platt, Incorporated •   Pioneer Natural Resources Company

Professional Experience:

• Principal (2008–present), CompaniesWood, a consulting firm specializing in early-stage investments

• Vice Chairman and Chief Financial Officer (2006-2008) and Executive Vice President and Chief Financial Officer (2001–2006), Brown-Forman Corporation

• Vice President and Chief Financial Officer and director, Propel Corporation (2000–2001)

• Almost 24-year tenure at Atlantic Richfield Corporation in various financial management capacities

Experience and Qualifications: With her extensive experience as a financial executive, including in the energy industry, and board service with publicly traded companies in other industries, Ms. Wood brings to our Board a wealth of experience in finance, accounting, strategic planning, capital markets and risk management. She has been actively engaged in environmental, health and safety matters through work experience and through board oversight. She has also overseen management of information technology. Through her longstanding experience on various public company boards, Ms. Wood has been actively involved with sustainability reporting, ESG ratings and has served on several panels regarding sustainability topics.

10    PPL CORPORATION 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

ARMANDO ZAGALO DE LIMA   Age: 63   Director since: 2014   Independent Director Board Committees:   •   Executive •   Finance (Chair) •   Governance, Nominating and Sustainability

Professional Experience:

• Retired Executive Vice President (2010–2015), Xerox Corporation, a multinational enterprise for business process and document management

• President, Xerox Technology (2012–2014)

• 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)

Experience and Qualifications: Having served as a senior executive of a public technology company, Mr. Zagalo de Lima provides critical insight to our Board in emerging technologies and services, customer service and global business operations and associated risks in these areas.

*    *    *

Vote Required for Approval. The affirmative vote of a majority of the votes cast, in person or by proxy, by all shareowners voting as a single class, is required to elect each director. For more information about voting, see “General Information – What vote is needed for these proposals to be adopted?” beginning at page 87.

Your Board of Directors recommends that you vote FOR each nominee included in Proposal 1

PPL CORPORATION 2022 Proxy Statement    11

GOVERNANCE OF THE COMPANY

BOARD OF DIRECTORS

Attendance. The Board of Directors met nine times during 2021. Each director attended at least 75% of the meetings held in 2021 by the Board and the committees on which the director served during the period of director service. The average attendance of directors at Board and committee meetings held during 2021 was 99%. Directors are expected to attend all meetings of shareowners, the Board and the committees on which they serve. All of our directors attended the 2021 Annual Meeting of Shareowners, except for Ms. Redman, who did not join the Board until October 11, 2021.

Independence of Directors. The Board has established guidelines to assist it in determining director independence, which conform to the independence requirements of the New York Stock Exchange, or NYSE, listing standards. In addition to applying these guidelines, which are available in the Corporate Governance section of our website (www.pplweb.com/governance), the Board considers all relevant facts and circumstances in making an independence determination, including transactions and relationships between each director or members of the directors’ immediate family and the company and its subsidiaries. The Board determined that nine directors, constituting all of PPL’s non-employee directors, are independent from the company and management pursuant to its independence guidelines: Messrs. Beattie, Elliott, Rajamannar, Rogerson, Williamson and Zagalo de Lima, and Mses. Redman, von  Althann and Wood.

Executive Sessions; Independent Chair of the Board. The independent directors meet in regular executive sessions during each regularly scheduled Board meeting without management present. From January 1, 2021 through February 28, 2021, former director John W. Conway, as the independent Lead Director of the Board, presided over these executive sessions. Effective March 1, 2021, Mr. Rogerson was appointed by the Board as its independent Chair of the Board, and he now leads the executive sessions.

Board Leadership Structure. Consistent with its commitment to regularly evaluate its leadership structure, effective March 1, 2021, the Board appointed Mr. Rogerson as the independent Chair of the Board upon the retirement of Mr. Spence as non-executive Chairman of the Board. From 2011 through February 28, 2021, Mr. Conway served as independent Lead Director. Since the appointment of Mr. Rogerson as the independent Chair of the Board, there is no longer a lead director and Mr. Conway retired from the Board in May 2021.

At this time, the Board believes it is most effective for PPL to have an independent Chair. Mr. Rogerson has substantial knowledge of our company through his longstanding service on our Board and significant organizational, operational and risk management expertise, as well as extensive environmental oversight and board leadership experience. Mr. Rogerson, having served with four different CEOs, as well as different management teams during his tenure, has provided continuity and leadership to each CEO. In addition, PPL has been active in strategic acquisitions and divestitures over the past decade. Having a Chair with Mr. Rogerson’s institutional knowledge and proven track record has been instrumental in smoothly executing these strategic transactions.

There has been significant and ongoing refreshment among our Board members. Maintaining an appropriate blend of seasoned and less tenured directors provides valuable perspectives, including when considering long-term strategy and decisions. Based on these facts and circumstances, the Board is confident that Mr. Rogerson offers valuable insight of an independent outside director who also has a deep understanding of our business and brings a wealth of experience and unique perspective regarding changes to our company and within our industry.

The Board will continue to evaluate the effectiveness of the Board’s leadership structure, including a review of the need or desire for an independent Chair, on at least an annual basis, and will make any future decisions based upon the best interests of the company and its shareowners at that time. The Board believes the company and its shareowners are best served by maintaining the flexibility for the Board to determine who should serve in the roles of Chair and CEO, and whether those roles should be combined or separated.

Board and Committee Evaluations. Annually, the Board and each committee, other than the Executive Committee, evaluate Board and committee performance. We use a director questionnaire to facilitate the annual evaluation of topics such as Board dynamics, Board and committee effectiveness and engagement, assessment of director performance, access to management, agenda requests and the like, encouraging a broad range of commentary from each director. The Board Chair reviews the results and shares them with the entire Board in executive session at the next Board meeting. Each committee conducts its own annual assessment as well.

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GOVERNANCE OF THE COMPANY

Guidelines for Corporate Governance. The full text of our Guidelines for Corporate Governance can be found in the Corporate Governance section of our website (www.pplweb.com/governance).

Communications with the Board. Shareowners or other parties interested in communicating with the Board, the independent Chair, any Board member or with the independent directors as a group may write to the person or persons at the following address:

c/o Corporate Secretary’s Office

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

The Corporate Secretary’s Office assists the Board with all correspondence, including providing communications to Board members where appropriate, with the general exception of ordinary course business communications from customers and vendors, commercial solicitations, advertisements or obvious “junk” mail. Concerns relating to accounting, internal controls or financial statement fraud are to be brought immediately to the attention of the Corporate Audit group and are handled in accordance with procedures established by the Audit Committee with respect to such matters.

Code of Ethics. We maintain a code of business conduct and ethics, our Standards of Integrity, which is applicable to all Board members and employees of the company and its subsidiaries, including the principal executive officer, the principal financial officer and the principal accounting officer of the company. You can find the full text of the Standards of Integrity in the Corporate Governance section of our website (www.pplweb.com/governance).

PPL CORPORATION 2022 Proxy Statement    13

GOVERNANCE OF THE COMPANY

Shareowner Engagement. We engage with our shareowners throughout the year in a variety of forums involving our directors, senior management, investor relations group, sustainability officer and legal department. We meet with our shareowners in person, by telephone or videoconference and at external venues, and attend conferences and other forums at which shareowners are present. During 2021, the Chair of the Board joined management in its outreach with our larger investors. Our engagement covers a broad range of governance and business topics, including business strategy and execution, board composition and refreshment, executive compensation practices, risk oversight, climate change, sustainability, employee engagement and culture and workforce development. These meaningful exchanges provide us with a valuable understanding of our shareowners’ perspectives as well as an opportunity to share our views with shareowners. In response to our ongoing engagement with shareowners and the Board’s ongoing assessment and oversight of climate-related matters, the company announced in August 2021 that it had set a net-zero by 2050 greenhouse gas emissions goal, with interim reduction targets of 80% of 2010 levels by 2040 and 70% by 2035.

14    PPL CORPORATION 2022 Proxy Statement

GOVERNANCE OF THE COMPANY

BOARD COMMITTEES

The Board of Directors has five standing committees: Audit Committee; Compensation Committee; Executive Committee; Finance Committee; and Governance, Nominating and Sustainability Committee.

Each non-employee director usually serves on one or more committees. Except for the Executive Committee, all of our committees are composed entirely of independent directors under the listing standards of the NYSE and the company’s standards of independence described under the heading “Independence of Directors.” In addition, all members of the Audit Committee qualify as “audit committee financial experts.” (See the biographies of our Audit Committee members within Proposal 1.) Each committee has a charter, all of which are available in the Corporate Governance section of the company’s website (www.pplweb.com/governance).

The following table shows the directors who are currently members or chairs of each of the standing Board Committees and the number of meetings each committee held in 2021.

Board Committee Membership

Director		Audit	Compensation	Executive	Finance	Governance,      Nominating and   Sustainability
Arthur P. Beattie(1) (2)	I	Chair		✓	✓
Steven G. Elliott(1) (3)	I	✓			✓
Raja Rajamannar	I		✓			✓
Heather B. Redman(1) (4)	I	✓			✓
Craig A. Rogerson(5)	I/●		✓	Chair
Vincent Sorgi(6)				✓
Natica von Althann(7)	I		Chair	✓	✓
Keith H. Williamson(1)	I	✓				✓
Phoebe A. Wood(1)	I	✓		✓		Chair
Armando Zagalo de Lima(8)	I			✓	Chair	✓
Number of Meetings in 2021		5	5	2	5	4

I Independent Director                         ● Chair of the Board

⁽¹⁾  Designated as an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission, or SEC.

⁽²⁾ Joined the Finance Committee on March 1, 2021, became Chair of the Audit Committee on March 1, 2022 and joined the Executive Committee on March 1, 2022.

⁽³⁾ Served as Chair of the Audit Committee through February 2022.

⁽⁴⁾ Joined the Audit Committee and Finance Committee on October 11, 2021.

⁽⁵⁾ Became independent Chair of the Board and Chair of the Executive Committee on March 1, 2021; previously served as Chair of the Compensation Committee.

⁽⁶⁾  Joined the Executive Committee on March 12, 2021.

⁽⁷⁾ Became Chair of the Compensation Committee on March 1, 2021; previously served as Chair of the Finance Committee.

⁽⁸⁾ Joined and became Chair of the Finance Committee on March 1, 2021.

PPL CORPORATION 2022 Proxy Statement    15

GOVERNANCE OF THE COMPANY

Principal Functions of Each Committee

The following table describes the principal functions of each committee.

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 independent registered public accounting firm’s, or “independent auditor’s,” qualifications, independence and selection; 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.

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GOVERNANCE OF THE COMPANY

Committee	Principal Function
Finance Committee	•  Review and approve annually the business plan, which includes the annual financing plan, as well as the capital expenditure plan for the company and its subsidiaries; •  Approve third-party financing transactions, guarantees or other credit or liquidity support in excess of $50 million, to the extent not contemplated by the annual financing plan approved by the Finance Committee; •  Approve reductions of the outstanding securities of the company in excess of $100 million; •  Authorize capital expenditures in excess of $100 million; •  Authorize acquisitions and dispositions in excess of $100 million; and •  Review, approve and monitor the policies and practices of the company and its subsidiaries in managing financial risk.
Governance, Nominating and Sustainability Committee (GNSC) (Name revised from Governance and Nominating Committee, effective January 28, 2022, to better reflect its sustainability responsibilities)	•  Oversee corporate governance for the company; •  Oversee the company’s practices and positions to further its sustainability strategy and corporate governance, including specific environmental and corporate social responsibility initiatives; •  Provide oversight of the company’s corporate political activity, with such oversight to include receiving reports at least annually as to political spending and related activities by the company, if any; •  Conduct a reasonable prior review, and provide oversight of, any related-person transactions consistent with the company’s Related-Person Transaction Policy; •  Establish and administer programs for evaluating the performance of Board members and committees; •  Recommend to the Board any changes in size or composition of the Board; •  Recommend to the Board the composition of each committee of the Board; and •  Identify and recommend to the Board candidates for election to the Board.

Compensation Processes and Procedures

The Compensation Committee undertakes to compensate executive officers effectively and in a manner consistent with our stated compensation and corporate strategies. The Compensation Committee has the exclusive authority to grant equity awards to executive officers and delegates specified administrative functions to certain officers, including the CEO and the Chief Human Resources Officer, or CHRO. The Compensation Committee has strategic and administrative responsibilities with respect to our executive compensation arrangements, including:

• reviewing and approving the design of the executive compensation program and practices;

• monitoring new rules and regulations and assessing evolving best practices concerning executive compensation;

• determining the elements of compensation and the financial and other metrics to be used to measure performance for the upcoming year;

• setting annual goals and targets for each executive officer, including the NEOs;

• evaluating the performance and leadership of the CEO, seeking input from all independent directors, and reviewing the performance of the other executive officers against their established goals and objectives; and

• determining and approving the annual compensation of the executive officers based on such evaluations.

PPL CORPORATION 2022 Proxy Statement    17

GOVERNANCE OF THE COMPANY

The Compensation Committee has retained Frederic W. Cook & Co., Inc., or FW Cook, as its independent compensation consultant to assist the committee in determining whether the company’s executive compensation program is reasonable and consistent with competitive practices. FW Cook provides advice and counsel on executive and director compensation matters and provides information and advice regarding market trends, competitive compensation programs and strategies including:

• Reporting regularly on current trends in utility industry executive compensation and providing data analyses, market assessments or other information as requested to assist in the administration of the executive compensation programs.

• Providing a detailed analysis of competitive pay levels and practices to the Compensation Committee, which the Compensation Committee uses to understand current market practices when it assesses performance and considers salary levels and incentive awards at its January meeting following the conclusion of the performance year.

• Reviewing the pay program for the company’s non-employee directors relative to a group of utility companies and to a broad spectrum of general industry companies.

• Providing a review of compensation for the executive officer positions at PPL, including each of the NEOs. This review includes information for both utility and general industry and results in a report on the compensation of executive officers and competitive market data. A detailed discussion of the competitive market comparison process is provided in the CD&A, beginning on page 29.

Although the Compensation Committee considers analysis and advice from its independent consultant when making compensation decisions for the CEO and other NEOs, the committee uses its own independent judgment in making final decisions concerning compensation paid to all executive officers, including the CEO and other NEOs.

FW Cook and its affiliates did not provide any services to the company or any of the company’s affiliates other than advising the Compensation Committee on executive officer and director compensation during 2021. In addition, the Compensation Committee annually evaluates whether any work provided by FW Cook may present a conflict of interest and determined that there was no conflict of interest for 2021.

The Compensation Committee can also seek the input of management to inform decision-making. Each year, senior management develops a strategic business plan, which includes recommendations on the proposed goals for the annual cash incentive and long-term incentive programs. The Compensation Committee takes this into account when establishing and setting all incentive goals for executive officers.

No individual is present when matters pertaining to their own compensation are being discussed, and neither the CEO nor any of the other executive officers discusses their own compensation with the Compensation Committee or the Compensation Committee’s independent compensation consultant.

CEO and Other Management Succession

At least annually, consistent with its charter, the Compensation Committee reviews the company’s plan for management succession, both in the ordinary course of business and in response to emergency situations, recognizing the importance of continuity of leadership to ensure a smooth transition for its employees, customers and shareowners. As part of this process, the Compensation Committee reviews the top and emerging talent internally, their level of readiness and development needs. This process is conducted not only for the CEO position but also for other critical senior level positions in the company. The Compensation Committee also reviews external successor candidates for the CEO position, with assistance periodically from an independent third-party consultant.

On April 12, 2021, Gregory N. Dudkin, who had been serving as the President of the company’s subsidiary, PPL Electric Utilities Corporation, was named Executive Vice President and Chief Operating Officer (COO) of the company.

On April 12, 2021, Wendy E. Stark joined the company as Senior Vice President, General Counsel and Corporate Secretary. Effective the same date, Joanne H. Raphael, the former Executive Vice President, General Counsel and Corporate Secretary, became Executive Vice President and Chief Legal Officer (CLO) until her retirement on June 1, 2021. Effective January 1, 2022, Ms. Stark was also named CLO.

18    PPL CORPORATION 2022 Proxy Statement

GOVERNANCE OF THE COMPANY

Director Nomination Process and Proxy Access

The GNSC establishes guidelines for new directors and evaluates director candidates. In its evaluation, the GNSC will consider the qualifications, qualities and skills of director candidates as outlined in our Guidelines for Corporate Governance, including:

• strong personal and professional ethics, high standards of integrity and values, independence of thought and judgment and who have senior corporate leadership experience;

• prior business experience at a senior executive level;

• diverse experience relevant to serving on the Board, such as financial, operating, executive management, technology and regulated industry experience;

• a broad range of demonstrated abilities and accomplishments beyond corporate leadership, including the skill and expertise sufficient to provide sound and prudent guidance with respect to all of the company’s operations and interests; and

• capability to devote the required amount of time to serve effectively, including preparation time and attendance at Board, committee and shareowner meetings.

To reflect its commitment to diversity, the Board amended the Guidelines for Corporate Governance in January 2021 to require the pool of candidates considered by the GNSC to include qualified persons who reflect diverse backgrounds, including diversity of gender and race or ethnicity and if any third-party search firm is used, it will be specifically instructed to include such candidates. The GNSC will assess the effectiveness of this policy as part of its annual review of the Guidelines for Corporate Governance.

Requests to be considered for election as a director may be made by the Board of Directors, the GNSC or any shareowner entitled to vote in the election of directors generally. The GNSC screens all candidates in the same manner regardless of the source of the recommendation.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth beginning on page 7, their past contributions to the company’s success and their expected future engagement and contributions in furtherance of PPL’s strategic goals.

If the GNSC or management identifies a need to add a new Board member to contribute a particular skill or attribute or to fill a vacancy, the GNSC may retain a third-party search firm to identify a candidate or candidates. The GNSC also seeks prospective nominees through personal referrals and independent inquiries by directors. Once the GNSC has identified a prospective nominee, it generally requests the third-party search firm to gather additional information about the prospective nominee’s background and experience. The Chair of the Board, the CEO, the Chair of the GNSC and other members of the GNSC, as well as additional directors, if available, then interview the prospective candidate. After completing the interview and evaluation process, which includes evaluating the prospective nominee against the standards and qualifications set out in the company’s Guidelines for Corporate Governance, the GNSC makes a recommendation to the full Board as to any persons who should be nominated by the Board. The Board then votes on whether to approve the nominee after considering the recommendation and report of the GNSC. As a result of this process, the GNSC recommended that Ms. Redman be nominated by the Board, and the Board elected Ms. Redman effective October 11, 2021.

The Board of Directors adopted proxy access in 2015. Pursuant to the company’s Bylaws, a shareowner, or a group of up to 25 shareowners, owning 3% or more of PPL’s outstanding common stock continuously for at least three years, may nominate, and include in PPL’s proxy materials, directors constituting up to the greater of (1) 20% of the Board or (2) two directors, provided that the shareowner(s) and the nominee(s) satisfy the requirements specified in the Bylaws.

Shareowners interested in recommending nominees for directors should submit their recommendations in writing to:

Corporate Secretary

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

PPL CORPORATION 2022 Proxy Statement    19

GOVERNANCE OF THE COMPANY

In order to be considered, we must generally receive nominations by shareowners not less than 90 days nor more than 120 days prior to the Annual Meeting. In order to be included in our proxy statement under the proxy access provisions of our Bylaws for the 2023 Annual Meeting, the company must receive the nominations no earlier than November 7, 2022 and no later than December 7, 2022.

The nominations must also contain the information required by our Bylaws, such as the name and address of the shareowner making the nomination and of the proposed nominees and certain other information concerning the shareowner and the nominee. The exact procedures for making nominations are included in our Bylaws, which can be found at the Corporate Governance section of our website (www.pplweb.com/governance).

In addition to satisfying the foregoing requirements under PPL’s Bylaws, to comply with the universal proxy rules (once effective), shareowners who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 19, 2023.

Chair of the Board Succession

Annually, the GNSC reviews a succession plan for the chair of the board, and if applicable, the lead director position. The review covers key skills and competencies of the chair or lead director roles, as applicable, the risk of loss of the current chair, an assessment of the current board members relative to key skills and competencies and the identification of potential chair successors. As part of the regular review of attributes and skills for any potential director candidate, the GNSC also considers whether that candidate might qualify as a future chair or lead director in the succession pipeline.

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GOVERNANCE OF THE COMPANY

THE BOARD’S ROLE IN RISK OVERSIGHT

Overview. The Board, together with its committees, oversees the company’s risk management practices with the aid and input of our senior management and professional advisors. The Board regularly reviews the material risks associated with the company’s business plans and activities as part of its consideration of the ongoing operations and strategic direction of the company.

Throughout 2021, the Board exercised continuous oversight of the company’s strategy and response to the COVID-19 pandemic, receiving frequent updates from management. These updates and regular discussions provided the Board with opportunities to effectively exercise its oversight function and to provide leadership, guidance and support to management during unprecedented times.

While systemic risk oversight is a function of the full Board, the Board recognizes that material risks may arise from or impact multiple areas of the organization. As such, the Board retains primary oversight of certain risks, including strategic, operational, cultural, legal, regulatory, cyber-related and physical security risks, and tasks its Audit Committee, Compensation Committee, Finance Committee and GNSC with principal oversight of the company’s management of material risks within each respective committee’s areas of responsibility. In turn, each committee reports to the Board regularly, including with respect to material risks within its purview, fostering awareness and communication of significant matters among all directors, and promoting a coordinated approach to risk oversight.

At meetings of the Board and its committees, directors receive updates from management regarding our risk profile and risk management activities. Outside of formal meetings, the Board, its committees and individual Board members have full access to senior executives and other key employees, including the CEO, Chief Financial Officer (CFO), COO, CLO, Chief Compliance Officer, Chief Information Security Officer, or CISO, CHRO, Vice President-Corporate Audit, Vice President-Public Affairs and Sustainability and Senior Director of Risk Management, or SDRM. In addition, the Board, and each committee, may request information from the company’s professional advisors or engage its own independent advisors.

Board Oversight of Key Risks

• Oversight of Cybersecurity Risks. Cybersecurity and the effectiveness of the company’s cybersecurity strategy are regular topics of discussion at Board meetings. The company’s strategy for managing cyber-related risks is risk-based and, where appropriate, integrated within the company’s enterprise risk management processes. The company’s CISO, who reports directly to the COO, leads a dedicated cybersecurity team and is responsible for the

PPL CORPORATION 2022 Proxy Statement    21

GOVERNANCE OF THE COMPANY

design, implementation, and execution of cyber-risk management strategy. The CISO provides periodic reports to the Board, no less than twice a year, regarding the company’s cybersecurity risk exposures and mitigation strategies. We conduct cybersecurity training annually for all employees and workforce phishing drills several times a year that include supplemental training when appropriate. PPL follows industry best practices, control frameworks, and industry standards to include the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). Leading third parties periodically assess the maturity of our security practices using the NIST CSF.

• Oversight of Environmental, Social and Governance (ESG) Risks. The Board has delegated to the GNSC responsibility for overseeing the company’s practices and positions to further its sustainability strategy and corporate governance, including specific environmental and corporate social responsibility initiatives. The committee receives updates, which include climate-related issues, at regularly scheduled meetings, and the full Board receives sustainability updates as significant issues arise. The committee also has oversight of the company’s corporate political activity, and in that capacity, receives reports at least annually as to political spending and related activities by the company, if any. The company has also established a Corporate Sustainability Committee, which includes senior leaders throughout the company. The committee is responsible for reviewing and guiding the development of a sustainability strategy, providing oversight and establishing priorities and performance metrics. The sustainability strategy, commitments and priorities are reviewed and approved by the Corporate Leadership Council, which consists of the CEO, CFO, COO, CLO and CHRO, and presented to the Board. The company also maintains a robust enterprise risk management (ERM) process that provides a business portfolio view of material risks that may impact achievement of the company’s business strategy. As part of the ERM process, representatives from the company’s operating companies and service groups identify, assess, monitor and report on ongoing and emerging risks, including climate-related and broader ESG risks. The company’s Risk Management group oversees this process and reports quarterly to the Audit Committee.

22    PPL CORPORATION 2022 Proxy Statement

GOVERNANCE OF THE COMPANY

COMPENSATION OF DIRECTORS

2021 Director Pay Components. Directors who are company employees, currently only Mr. Sorgi, do not receive any separate compensation for service on the Board of Directors or committees of the Board. During 2021, compensation for non-employee directors consisted of the elements described in the table below. The independent Chair of the Board and committee chairs received additional compensation due to the increased workload and additional responsibilities associated with these critical board leadership positions. PPL reimburses each director for usual and customary travel expenses.

Annual Retainer Components	Non-    Employee       Directors	Additional Retainers for Board Leadership
		Independent       Chair of the Board     Fee(3)	Audit        Committee       Chair Fee	All Other Committee   Chair Fees (Excluding     Executive  Committee)
Cash(1)	$115,000	$165,000	$25,000	$20,000
Deferred Stock Units(2)	$150,000	N/A	N/A	N/A

⁽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.

⁽³⁾ Effective March 1, 2021, the Compensation Committee established an annual independent Chair of the Board fee of $165,000 when Mr. Rogerson was named as the independent Chair of the Board. Prior to March 1, 2021, the Board had a lead independent director role for which the annual fee was $30,000, and a non-executive Board Chair role, for which the annual fee was $150,000.

The Compensation Committee assesses the compensation of directors annually and, if applicable, makes recommendations to the Board. As part of this assessment, FW Cook, the Compensation Committee’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.

Directors Deferred Compensation Plan. Pursuant to the DDCP, non-employee directors may elect to defer all or any part of their fees or any retainer that is not part of the mandatory stock unit deferrals. Under this plan, directors can defer compensation other than the mandatory deferrals into a deferred cash account or the deferred stock account. The deferred cash account earns a return as if the funds had been invested in one or more of the core investment options offered to employees under the PPL Deferred Savings Plan at Fidelity Investments. These investment accounts include large, mid and small cap index and investment funds, international equity index funds, target date funds, bond funds and a stable value fund, with returns that ranged from -1.63% to 31.73% during 2021. Payment of the amounts allocated to a director’s deferred cash account and accrued earnings, together with deferred stock units and accrued dividend equivalents, is deferred until after the director’s retirement from the Board of Directors, at which time the deferred cash and stock is disbursed in one or more annual installments for a period of up to 10 years, as previously elected by the director.

Director Equity Ownership Guidelines. The Board requires directors to hold, within five years after their election to the Board, shares of company common stock (including deferred stock units held in the DDCP) with a value of at least five times the annual cash retainer fee. All outside directors who have been on the Board more than five years, as well as Ms. Wood, were in compliance with their equity ownership guidelines as of December 31, 2021. Mr. Beattie and Ms. Redman, who have served on the Board less than five years, were on track as of December 31, 2021 to meet their equity ownership requirements within five years of their respective election to the Board.

PPL CORPORATION 2022 Proxy Statement    23

GOVERNANCE OF THE COMPANY

The following table summarizes all compensation earned during 2021 by our non-employee directors with respect to Board of Directors and committee service.

2021 DIRECTOR COMPENSATION

	Fees Earned or Paid in Cash
Name of Director	Paid in Cash(1)			Deferred into Restricted Stock Units(2)			Total			Stock Awards(3)			All Other Compensation(4)			Total
Arthur P. Beattie		$	57,500		$	57,500		$	115,000		$	150,000		$	5,000		$	270,000
John W. Conway(5)			51,099			—			51,099			56,868			—			107,967
Steven G. Elliott			140,000			—			140,000			150,000			10,000			300,000
Raja Rajamannar			115,000			—			115,000			150,000			—			265,000
Heather B. Redman			25,625			—			25,625			33,424			2,500			61,549
Craig A. Rogerson			272,500			—			272,500			150,000			10,000			432,500
William H. Spence(6)			71,250			—			71,250			37,500			—			108,750
Natica von Althann			135,000			—			135,000			150,000			5,720			290,720
Keith H. Williamson			115,000			—			115,000			150,000			10,000			275,000
Phoebe A. Wood			135,000			—			135,000			150,000			10,000			295,000
Armando Zagalo de Lima			—			131,667			131,667			150,000			—			281,667

⁽¹⁾ This column reports the dollar amount of retainers either actually paid in cash or voluntarily deferred into cash accounts under the DDCP for Board and committee service by each director for 2021. The cash retainers for the 2021 committee chairs were: Mr. Elliott (Audit — $25,000); Mr. Rogerson (Compensation and Executive — $20,000 in the aggregate for two months as Compensation Committee Chair and 10 months as Executive Committee Chair); Ms. von Althann (Finance and Compensation — $20,000 in the aggregate for two months as Finance Committee Chair and 10 months as Compensation Committee Chair); Ms. Wood (GNSC — $20,000); and Mr. Zagalo de Lima (Finance — $16,667 for serving 10 months as Chair). Mr. Conway received a prorated $7,500 retainer for serving as the independent Lead Director for January and February 2021 prior to Mr. Rogerson being appointed as independent Chair of the Board on March 1, 2021. Mr. Spence received a prorated $37,500 retainer for serving as non-executive Chairman of the Board prior to Mr. Rogerson being appointed as independent Chair of the Board. Mr. Rogerson received a prorated $137,500 retainer for serving as the independent Chair of the Board from March 1, 2021 through the end of the year. Ms. Redman voluntarily deferred $25,625 of her retainer into the deferred cash account under the DDCP.

⁽²⁾ This column reports the dollar amount of retainers voluntarily deferred into deferred stock accounts under the DDCP.

⁽³⁾  This column represents the grant date fair value of the mandatorily deferred portion of the annual retainer during 2021 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.

All deferred stock units held in each director’s deferred stock account are vested. As of December 31, 2021, the aggregate number of deferred stock units (including dividend equivalents) held by each current non-employee director was as follows: Mr. Beattie — 9,536; Mr. Conway — 130,822; Mr. Elliott — 64,047; Mr. Rajamannar — 59,392; Ms. Redman — 1,186; Mr. Rogerson — 158,794; Ms. von Althann — 69,858; Mr. Williamson — 96,923; Ms. Wood — 22,238 and Mr. Zagalo de Lima — 72,374.

⁽⁴⁾  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.

⁽⁵⁾  Mr. Conway retired from the Board effective May 18, 2021.

⁽⁶⁾  Mr. Spence retired from the Board effective March 1, 2021.

24    PPL CORPORATION 2022 Proxy Statement

STOCK OWNERSHIP

DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

All directors and executive officers as a group hold less than 1% of PPL’s common stock. The table below shows the number of shares of our common stock beneficially owned as of March 2, 2022, by: each of our directors; each NEO for whom compensation is disclosed in the Summary Compensation Table; all of our director nominees and executive officers as a group; and the persons known by the company to be beneficial owners of more than 5% of PPL’s common stock as of February 14, 2022. The table also includes information about stock options, restricted stock units granted to executive officers under the company’s Incentive Compensation Plan for Key Employees, or ICPKE, the company’s Amended and Restated 2012 Stock Incentive Plan, or SIP, and stock units credited to the accounts of our directors under the DDCP.

Name of Directors and NEOs	Shares of   Common Stock   Owned(1)
Arthur P. Beattie		11,493	(2)
Joseph P. Bergstein, Jr.		81,935	(3)
Gregory N. Dudkin		89,702	(4)
Steven G. Elliott		66,215	(2)
Raja Rajamannar		61,495	(2)
Heather B. Redman		2,488	(2)
Craig A. Rogerson		162,266	(2)
Vincent Sorgi		265,748	(5)
Wendy E. Stark		11,949	(6)
Philip Swift		14,591
Paul W. Thompson		57,870	(7)
Natica von Althann		72,106	(2)
Keith H. Williamson		99,544	(2)
Phoebe A. Wood		23,830	(2)
Armando Zagalo de Lima		75,817	(2)
All 20 executive officers and directors as a group		1,236,134	(8)

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
The Vanguard Group, Inc.(9)   100 Vanguard Blvd.   Malvern, PA 19355	88,748,861		11.82%
BlackRock, Inc.(10)   55 East 52nd Street   New York, NY 10055	64,561,072		8.60%
State Street Corporation(11)   State Street Financial Center   One Lincoln Street   Boston, MA 02111	40,805,150		5.44%

⁽¹⁾ The number of shares owned includes: (a) shares directly owned by certain relatives with whom directors or officers share voting or investment power; (b) shares held of record individually by a director or officer or jointly with others or held in the name of a bank, broker or nominee for such individual’s account; (c) shares in which certain directors or officers maintain exclusive or shared investment or voting power, whether or not the securities are held for their benefit; and (d) with respect to executive officers, shares held for their benefit by the Trustee under PPL’s Employee Stock Ownership Plan, or ESOP.

PPL CORPORATION 2022 Proxy Statement    25

STOCK OWNERSHIP

⁽²⁾  Consists of stock units credited to the director’s deferred stock account under the DDCP.

⁽³⁾ Includes 30,856 restricted stock units and 20,645 shares of common stock that may be acquired within 60 days of March 2, 2022 upon the exercise of stock options granted under the ICPKE.

⁽⁴⁾  Includes 31,041 restricted stock units.

⁽⁵⁾  Includes 99,678 restricted stock units and 55,153 shares of common stock that may be acquired within 60 days of March 2, 2022 upon the exercise of stock options granted under the SIP.

⁽⁶⁾  Consists of 11,949 restricted stock units.

⁽⁷⁾  Includes 13,928 restricted stock units.

⁽⁸⁾  Includes 236,855 restricted stock units, 97,752 shares of common stock that may be acquired within 60 days of March 2, 2022 upon the exercise of stock options granted under the ICPKE or the SIP, and 575,254 stock units credited to the directors’ deferred stock accounts under the DDCP.

⁽⁹⁾  Based solely on a review of the Schedule 13G/A filed by The Vanguard Group, Inc. with the SEC on February 9, 2022. As reported on the Schedule 13G/A, as of December 31, 2021, The Vanguard Group beneficially owned, in the aggregate, 88,748,861 shares held by The Vanguard Group affiliates and had shared voting power over 1,508,773 shares, shared dispositive power over 3,428,909 shares and sole dispositive power over 85,319,952 shares.

⁽¹⁰⁾  Based solely on a review of the Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 1, 2022. As reported on the Schedule 13G/A, as of December 31, 2021, BlackRock, Inc. beneficially owned, in the aggregate, 64,561,072 shares held by BlackRock affiliates and had sole voting power over 56,106,422 shares and sole dispositive power over 64,561,072 shares. We and our affiliates engage in ordinary course brokerage, asset management or other transactions or arrangements with BlackRock, Inc. and its affiliates. These transactions are negotiated on arm’s-length bases and contain customary terms and conditions. Affiliates of BlackRock, Inc. also provide investment management services for the company’s pension trusts in the U.S. and in the U.K. prior to the sale of the U.K. utility business in June 2021. The U.K. pension schemes are separate from the company and are managed by independent trustees. The company and the company’s affiliates paid fees of about $1,350,000 in 2021 to BlackRock, Inc. and its affiliates. While BlackRock’s affiliates’ engagement is unrelated to BlackRock’s common stock ownership, these relationships were reviewed, pre-approved and ratified by the GNSC in compliance with the company’s related-person transaction policy.

⁽¹¹⁾ Based solely on a review of the Schedule 13G/A filed by State Street Corporation with the SEC on February 11, 2022. As reported on the Schedule 13G/A, as of December 31, 2021, State Street Corporation beneficially owned, in the aggregate, 40,805,150 shares held by State Street affiliates and had shared voting power over 36,761,430 shares and shared dispositive power over 40,788,506 shares.

26    PPL CORPORATION 2022 Proxy Statement

TRANSACTIONS WITH RELATED PERSONS

The Board of Directors has adopted a written related-party transaction policy that reflects the process the Board uses to identify potential conflicts of interest arising out of financial transactions, arrangements or relations between PPL and any related persons. This policy applies to any transaction or series of transactions in which PPL Corporation or a subsidiary is a participant, the amount exceeds $120,000 and a “related person” has a direct or indirect material interest. A related person includes not only the company’s directors and executive officers, but others related to them by certain family relationships, as well as shareowners who own more than 5% of any class of PPL Corporation’s voting securities. There are no related-party transactions to disclose regarding the company’s directors or executive officers. For information on certain transactions involving the company and its 5% shareowners, see “Stock Ownership” above.

Under the policy, the GNSC conducts a reasonable prior review of each related-party transaction, and any material amendment or modification to a related-party transaction, for potential conflicts of interest, and to either (i) approve (or ratify), and, to the extent applicable, provide ongoing GNSC oversight, or (ii) prohibit such a transaction if the GNSC determines it to be inconsistent with the interests of the company and its shareowners.

In connection with its review and approval or ratification of a related-party transaction, the GNSC or the Board, as applicable, will consider the relevant facts and circumstances, including:

• the importance of the transaction both to PPL and to the related person;

• whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of PPL or the independence of a non-employee director;

• whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by PPL with non-related persons, if any; and

• any other matters that management or the disinterested directors deem appropriate.

We collect information about potential related-party transactions in annual questionnaires completed by directors and executive officers. We also review any payments made by the company or its subsidiaries to each director and executive officer and their immediate family members, and to or from those companies that either employ a director or an immediate family member of any director or executive officer. In addition, we review any payments made by the company or its subsidiaries to, or any payments received by the company and its subsidiaries from, any shareowner who owns more than 5% of any class of PPL Corporation’s voting securities. The company’s Office of General Counsel determines whether a transaction requires review by the GNSC and transactions that fall within the definition of the policy are reported to the GNSC. The disinterested independent members of the GNSC or the Board, as applicable, review and consider the relevant facts and circumstances and determine whether to approve, deny or ratify the related-party transaction. The GNSC will prohibit a related-party transaction that it determines to be inconsistent with the interests of the company and its shareowners.

PPL CORPORATION 2022 Proxy Statement    27

EXECUTIVE COMPENSATION

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

What are you voting on? The Board of Directors is asking you to vote, in an advisory manner, to approve the 2021 compensation of our named executive officers, or NEOs, as described on pages 29-79.

The Board recommends a vote FOR this proposal, because it believes our compensation policies and practices are effective in achieving their objectives to:

• Drive the executive team to produce superior, sustainable financial and operating results.

• Support strategic initiatives that increase value for shareowners.

• Align compensation effectively with short- and long-term shareowner interests.

• Attract and retain talented and experienced individuals.

Our executive compensation program reflects the company’s ongoing commitment to pay for performance. Our NEOs’ compensation is aligned with the interests of shareowners and is linked to short- and long-term company performance. For 2021, we based performance-related compensation for the NEOs primarily on (1) corporate net income from ongoing operations as adjusted for compensation purposes, or Corporate Net Income, (2) net income from ongoing operations of each business segment as adjusted for compensation purposes, (3) corporate and business segment operational goals, (4) individual performance, (5) relative total shareowner return, or TSR, and (6) corporate return on equity, or ROE. All of our goals align with our commitment to create long-term value for shareowners. In 2021, 85% of the CEO’s target compensation opportunity was “at-risk” and 72% was performance-based. For the CFO, 75% of target compensation was “at-risk,” while for the other NEOs other than Mr. Swift, on average, 72% of target compensation was “at-risk.”

In considering your vote, you may wish to review the information on PPL’s compensation policies and decisions regarding the NEOs presented in the “Compensation Discussion and Analysis” and “Executive Compensation Tables” beginning on page 29, as well as the discussion regarding “Compensation Processes and Procedures” beginning on page 17.

The company currently holds advisory votes on an annual basis. Although the results of the vote are non-binding and advisory in nature, the Board values the opinions of our shareowners and will consider the outcome of the vote when making future decisions on the compensation of our NEOs and about our executive compensation program. In addition, the company is required at least once every six years to submit to shareowners the question of how frequently the company is required to seek shareowner approval of executive compensation. We currently expect the next shareowner vote on frequency to occur at our 2023 Annual Meeting of Shareowners.

The Board of Directors recommends approval of the following resolution:

RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is approved.

Vote Required for Approval. The affirmative vote of a majority of the votes cast, in person or by proxy, by all shareowners voting as a single class, is required to approve the advisory vote on 2021 compensation of our NEOs.

Your Board of Directors recommends that you vote FOR Proposal 2

28    PPL CORPORATION 2022 Proxy Statement

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the following Compensation Discussion and Analysis (CD&A) and discussed it with management.

Based on its review and discussions with management, the Compensation Committee recommended to the Board that the CD&A be incorporated by reference into the company’s Annual Report on Form 10-K for the year ended December 31, 2021 and included in this Proxy Statement.

Compensation Committee

Natica von Althann, Chair

Raja Rajamannar

Craig A. Rogerson

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Table of Contents for CD&A

NAMED EXECUTIVE OFFICERS	30
2021 PERFORMANCE ACHIEVEMENTS AND PAY ALIGNMENT	30
Overview of 2021 Performance	30
How We Align PPL’s Compensation Program with Performance	32
Changes to the Compensation Program for 2021 and 2022	34
2021 Pay and Performance	35
2021 Say-on-Pay Advisory Vote and Shareowner Engagement	35
OVERVIEW OF PPL’S EXECUTIVE COMPENSATION PROGRAM FRAMEWORK	36
Aligning Employees and Compensation Strategies with Our Corporate Strategic Framework	36
Elements of NEO Compensation	36
Process for Setting Executive Compensation	38
Use of Market Data	38
Establishing Performance Targets	39
2021 NAMED EXECUTIVE OFFICER COMPENSATION	39
Base Salary	39
2021 Annual Cash Incentive Awards	40
2021 Long-term Equity Incentive Awards	47
Other Elements of Compensation	51
GOVERNANCE POLICIES UNDERPINNING OUR COMPENSATION FRAMEWORK	55
Executive Equity Ownership Guidelines	55
Hedging and Pledging Prohibitions	56
Clawback Policy	56
Compensation Risk Assessment	56
ADDITIONAL INFORMATION	56
Other Compensation	56
Tax Implications of Our Executive Compensation Program	57

PPL CORPORATION 2022 Proxy Statement    29

EXECUTIVE COMPENSATION

NAMED EXECUTIVE OFFICERS

For 2021, our named executive officers, or NEOs, were:

Named Executive Officer	Title
Vincent Sorgi	President and Chief Executive Officer (CEO)
Joseph P. Bergstein, Jr.(1)	Executive Vice President and Chief Financial Officer (CFO)
Gregory N. Dudkin(2)	Executive Vice President and Chief Operating Officer (COO)
Paul W. Thompson(3)	Executive Vice President
Wendy E. Stark(4)	Senior Vice President, General Counsel, Corporate Secretary and Chief Legal Officer (CLO)
Philip Swift(5)	Chief Executive of Western Power Distribution (WPD)

⁽¹⁾ Effective April 12, 2021, Mr. Bergstein was promoted to Executive Vice President and Chief Financial Officer from Senior Vice President and Chief Financial Officer.

⁽²⁾ Effective April 12, 2021, Mr. Dudkin was promoted to Executive Vice President and Chief Operating Officer from President of PPL Electric Utilities Corporation (PPL Electric).

⁽³⁾ Effective October 1, 2021, Mr. Thompson’s title changed to Executive Vice President from President and CEO of LG&E and KU Energy LLC (LKE) in preparation for his departure effective January 1, 2022.

⁽⁴⁾ Effective April 12, 2021, Ms. Stark joined the company as Senior Vice President, General Counsel and Corporate Secretary. Chief Legal Officer was added to Ms. Stark’s title effective January 1, 2022.

⁽⁵⁾ Effective June 14, 2021, PPL completed the sale of its U.K. utility business of which Mr. Swift served as Chief Executive. Actual compensation for Mr. Swift represents what he earned through this date.

The 2021 compensation of these NEOs is explained in the following sections and in the Executive Compensation Tables that follow this CD&A.

2021 PERFORMANCE ACHIEVEMENTS AND PAY ALIGNMENT

Overview of 2021 Performance

2021 was a significant year for PPL as we strategically repositioned the company for long-term growth, continued to deliver outstanding operational performance, advanced our clean energy strategy and positively impacted the lives of millions in the communities we serve.

Most importantly, we provided energy safely, reliably and affordably for more than 2.7 million customers in Pennsylvania, Kentucky and Virginia. At the same time, our employees demonstrated tremendous resilience, acting responsibly to navigate the pandemic.

The past year was very much about repositioning PPL and laying a strong foundation for future success. Included are highlights of our 2021 performance.

Repositioning PPL to drive long-term value for all stakeholders

In 2021, we took bold steps to reposition PPL as a U.S.-focused energy company driving sustainable growth and poised to deliver an affordable clean energy transition while maintaining reliability for our customers.

In March, we announced agreements to sell our U.K. utility business to National Grid plc for £7.8 billion and, in a separate transaction, to acquire National Grid’s Rhode Island utility business, The Narragansett Electric Company, for $3.8 billion. Following the announcement, in June we completed the sale of our U.K. utility business, which consisted primarily of Western Power Distribution plc and its operating subsidiaries (WPD), achieving exceptional value at almost $11 billion for the U.K. assets, simplifying our business mix, and eliminating risks associated with foreign ownership. The sale of the U.K. utility business is sometimes referred to in this Compensation Discussion & Analysis as the sale of WPD. We’ve received all the necessary regulatory approvals to acquire Narragansett Electric and are now working diligently through state appeals processes in order to close the transaction.

30    PPL CORPORATION 2022 Proxy Statement

EXECUTIVE COMPENSATION

Delivering exceptional service and continuous improvement

As we refocused PPL for the future, we also delivered in the moment. We sustained strong reliability, achieved award-winning customer satisfaction, improved safety performance and maintained affordable energy rates below regional averages. In addition, we executed more than $2 billion in infrastructure improvements to build smarter, more dynamic, more resilient energy networks.

Regarding reliability, both PPL Electric and our Kentucky operations achieved one of their best years on record for SAIFI — which measures the average number of outages our customers experience — despite the companies’ significant storm season. In Kentucky, we also maintained industry-leading generation availability.

Regarding customer satisfaction, both PPL Electric and Kentucky Utilities Company (KU) ranked highest in their respective regions and segments in independent nationwide surveys of electric utility residential and business customer satisfaction. It was the 10th year in a row that PPL Electric earned top honors for residential customer satisfaction in its region and segment and 6th consecutive year KU earned the distinction.

Regarding safety, our Pennsylvania and Kentucky utilities all demonstrated year-over-year DART rate improvements. DART, short for Days Away Restricted Time, is a key measure that the Occupational Safety and Health Administration uses to track workplace safety.

Advancing our clean energy strategy and charting a path to net-zero

Over the past year, we also made significant progress as we pursued our broad-based clean energy strategy focused on decarbonizing our operations, investing in clean energy research and development, and positioning the grid as an enabler of clean energy resources.

Among our 2021 highlights, we set a new goal to achieve net-zero carbon emissions by 2050, with interim emissions reduction targets of 80% from 2010 levels by 2040 and 70% by 2035. We announced a commitment of more than $50 million in new investments to drive clean energy innovation and deep decarbonization research and development. Louisville Gas and Electric Company and KU launched a new partnership with the University of Kentucky’s Center for Applied Energy Research to study carbon capture at natural gas combined-cycle power plants and reached new agreements to provide the output from a planned 125 megawatt solar facility to large customers in their service areas. Our utilities in Pennsylvania and Kentucky also joined a national coalition to support greater adoption of electric vehicles.

In addition, we published our latest comprehensive climate assessment report in November, which is available on our website. The report highlighted the risks and opportunities associated with climate change; evaluated potential future emissions under multiple scenarios, including a scenario consistent with limiting global warming to 1.5 degrees Celsius; and outlined our strategy to enable a responsible transition that balances our commitments to the environment, our customers, our employees and our communities. We also completed our triennial Kentucky Integrated Resource Plan in October, which reflected a significant increase in projected renewable additions in the 15-year planning horizon compared to our prior plan.

Creating shareowner value and maintaining a strong financial foundation

As we worked to create shareowner value and maintain a strong financial foundation, we executed our business plan and continued to deliver equity returns for shareowners that were in line with those allowed by regulators.

We secured a successful outcome in our Kentucky rate review that supports infrastructure investments that will drive value for our customers and shareowners. Our ability to fully deploy advanced metering infrastructure and utilize a new recovery rider to retire our aging coal plants positions PPL to deliver an affordable clean energy transition in Kentucky that balances the interests of all stakeholders going forward.

Using $3.9 billion of proceeds from the sale of our U.K. utility business, we reduced corporate debt by $3.5 billion, significantly strengthening our balance sheet. We also identified opportunities to deploy over $1 billion in incremental investment opportunities at our existing utilities in Pennsylvania and Kentucky through 2025. These investments will support grid modernization and advance a sustainable energy future.

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EXECUTIVE COMPENSATION

Lastly, we returned $2.3 billion to shareowners through dividends and share repurchases.

Building strong communities and fostering a diverse and inclusive workforce

PPL advanced initiatives to strengthen economic vitality and quality of life in the communities we serve. Overall, our companies and foundations contributed more than $12 million to improve education; foster diversity, equity and inclusion (DEI); promote sustainable communities; and support local programs focused on strengthening the communities we serve. And in the aftermath of devastating December tornadoes in Kentucky, we responded quickly, providing financial support to assist Kentucky families and businesses. Together with our employees and retirees, our Pennsylvania and Kentucky foundations contributed $7 million to the United Way and partner agencies as part of our annual giving campaigns.

Within PPL, we implemented an enterprise-wide diversity, equity and inclusion strategy; adopted DEI commitments; strengthened diversity within our leadership ranks, overall workforce and the board; and expanded our support for social justice and equity initiatives in our local communities. Our strong commitment to DEI resulted in the company being named a best place to work for LGBTQ equality by the Human Rights Campaign Foundation, a best place to work for disability inclusion by Disability:IN and the American Association of People with Disabilities (AAPD); and a top utility for workforce diversity by DiversityInc.

The above successes and many others in 2021 reflect the collective contributions of our engaged Board, our experienced management team and our talented employees across PPL.

How We Align PPL’s Compensation Program with Performance

For 2021, we based performance-related compensation for the NEOs primarily on (1) corporate net income from ongoing operations as adjusted for compensation purposes, or Corporate Net Income, (2) net income from ongoing operations of each business segment as adjusted for compensation purposes, (3) corporate and business segment operational goals, (4) individual performance, (5) relative total shareowner return, or TSR, and (6) corporate return on equity, or ROE. All of our goals align with our commitment to create long-term value for shareowners.

The selection of measures is given careful consideration, with a view to both short-term and longer-term strategic goals, while focusing on areas most within management’s control. Our annual cash incentive awards measure performance based upon achievement of select financial and operational goals. Earnings are central to our business strategy and a primary focus of the investment community. Consequently, Corporate EPS performance measures have historically been central to the annual compensation program for our NEOs. However, in light of potential share repurchases following the sale of WPD, for 2021 only, the corporate financial metric was changed to Corporate Net Income, rather than Corporate EPS, as discussed in more detail below. In addition to Corporate Net Income for compensation purposes, our business segment heads are also expected to meet their respective business segment’s adjusted net income goals. For 2021, all NEOs were also compensated based on achievement of operational goals at each business segment.

Our equity-based awards use relative TSR and corporate ROE to further align executives’ interests with the long-term interests of shareowners. The TSR metric provides a comparison of our three-year TSR performance relative to the companies in the PHLX Utility Sector Index (UTY). No company in the UTY has significant U.K. utility operations. The corporate ROE metric provides a measurement of our performance across our entire business, including our U.K. operations through June 14, 2021. This approach provides an objective assessment of how the market is responding to our current and prospective operational performance in comparison to our peers, which is correlated to market performance.

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EXECUTIVE COMPENSATION

Although virtually all PPL operations are fully regulated, the company operates in multiple regulatory environments that can and do vary significantly by region. To align our NEOs’ actions with the company’s overall goals, NEO performance objectives are focused on enterprise-wide metrics that measure the financial and operational performance of PPL, as well as financial and operational metrics for its largest business segments during 2021. This provides direct alignment to our goal of increasing shareowner value.

	How We Define It	Where We Use It
Corporate Net Income	•  PPL Corporation net income from ongoing operations •  Corporate Net Income is adjusted for compensation purposes to reflect, if any, impacts of merger, acquisition and disposition activity; benefits from the use of proceeds from WPD sale; 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 WPD weighted for each business segment (see page 43 for a description of the goals and the respective weighting)	•  Portion of Annual Cash Incentive
Business Segment Adjusted Net Income	•  Net income from ongoing operations of each business segment •  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 for each business segment
Business Segment Operational Goals	•  Operational goals for each of LKE, PPL Electric and WPD (see page 43 for a description of the goals for each business segment)	•  Portion of Annual Cash Incentive for each business segment
Individual Performance	•  Individual performance goals for each NEO based upon results and personal leadership in the areas of safety; diversity, equity and inclusion; employee engagement; environmental stewardship; and the modeling of PPL corporate values	•  Portion of Annual Cash Incentive
TSR	•  Total shareowner return, which is a combination of share price appreciation and reinvested dividends •  Performance assessed relative to companies in the UTY	•  Performance Units •  Portion of long-term incentive, or LTI, compensation
ROE	•  Corporate return on equity, which is the average of PPL Corporation’s annual corporate ROE for the performance period with a three-year restriction period. For 2021 only, the performance period was one-year as discussed on page 48 of this CD&A.	•  Performance Units •  Portion of LTI compensation

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EXECUTIVE COMPENSATION

Further information about the targets that apply to specific awards for each NEO is set out in “2021 Named Executive Officer Compensation” beginning on page 39 of this CD&A.

A substantial portion of NEO compensation is delivered in the form of equity, and our senior executives are subject to significant Executive Equity Ownership Guidelines as described on page 55. These practices directly align our compensation structure with our performance by linking NEO compensation to share price appreciation and sustainable long-term growth.

Changes to the Compensation Program for 2021 and 2022

As the Compensation Committee determined what would be an appropriate incentive compensation structure, in light of the sale of WPD and PPL’s strategic repositioning, it considered a number of factors that would be disproportionately affected by the sale.

Changes Due to the Sale of WPD

In August 2020, PPL announced that it initiated a formal process to sell its U.K. utility business, WPD, in 2021. As a result of the anticipated sale of WPD, the Compensation Committee made the following changes to NEO compensation program, each of which is applicable for 2021 only:

• In light of potential share repurchases following the anticipated sale of WPD, the corporate financial metric under the annual incentive program was changed from Corporate EPS to Corporate Net Income for 2021 only. In making this decision, the Compensation Committee considered the possibility that potentially significant share repurchases using a portion of the proceeds from the sale would result in a reduction of outstanding shares that could have disproportionately inflated the Corporate EPS for 2021.

• The Compensation Committee approved Corporate Net Income goals, which include: (1) targets and attainment for all business segments through April 30, 2021, which apply only to Mr. Swift, and (2) targets and attainment for only the US-based business segments for the full year, which apply to all NEOs other than Mr. Swift.

• ROE-based performance unit grants historically had a three-year performance period, but for 2021 only, the Compensation Committee shifted to a one-year performance period from January 1, 2021 through December 31, 2021, while maintaining the three-year vesting schedule and other grant characteristics. In making this decision, the Compensation Committee considered that 2021 was a transitional year for the company and that it was not practicable to set ROE targets for a three-year period based on information available going into 2021.

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Other Changes for 2021 and 2022

PPL also incorporated certain other changes to NEO compensation in 2021 and 2022 as part of its ongoing commitment to evaluate and, where applicable, adapt its practices to continue to drive its pay-for-performance philosophy.

•  To link safety and social factors to NEO compensation, the Compensation Committee included an individual performance portion of the NEO’s annual short-term incentive goals weighted at 10% of the total incentive beginning in 2021. Goal achievement will be assessed in January following the performance year based on results and personal leadership in the areas of safety; diversity, equity and inclusion; employee engagement; environmental stewardship; and the modeling of PPL corporate values.

•  In 2022, the Compensation Committee evaluated PPL’s LTI mix and considered how to further link executive compensation to its future strategy, which resulted in adding earnings growth (EG) and environmental, social and governance (ESG) metrics to the LTI mix at 20% each. Priority ESG metrics are tied to climate-related performance. 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. TSR-based performance unit grants will continue to comprise 40% of the NEO’s total LTI, and RSUs will continue to comprise 20% of the NEO’s total LTI.

2021 Pay and Performance

In 2021, PPL reported losses for the year that were non-cash in nature and primarily related to the sale of WPD and certain tax changes in the U.K. Excluding the accounting effect of these one-time events, PPL’s operating businesses and PPL on a consolidated basis had strong financial and operational performance in 2021, which correlated with 2021 compensation:

• Annual cash incentive award payouts ranging from 167.98% to 187.56% of target.

• 2019-2021 equity performance awards were paid out at 100% of target in the aggregate.

• TSR-based performance units, which comprised 40% of the total LTI grants made to our NEOs in 2019, were forfeited due to below threshold level performance for the 2019-2021 performance period.

• ROE-based performance units, which comprised 40% of the total LTI grants made to our NEOs in 2019, paid out at 200% of target for the 2019-2021 performance period.

We provide further details of these matters throughout this CD&A and particularly in “2021 Named Executive Officer Compensation” beginning on page 39.

2021 Say-on-Pay Advisory Vote and Shareowner Engagement

The Compensation Committee considered the results of the last shareowner advisory vote on executive compensation when reviewing potential changes to PPL’s executive compensation program. PPL received a shareowner vote of over 95% in support of the compensation of our NEOs in response to our say-on-pay proposal at the company’s 2021 Annual Meeting.

During our annual engagement efforts in the fall of 2021, we discussed our corporate governance practices, including our executive compensation program, with a number of our shareowners. See “Shareowner Engagement” on page 14 for annual outreach efforts. We did not receive recommendations for substantial changes to our executive compensation program. Taking this feedback and the significant level of support received for the 2021 say-on-pay advisory vote into account, the Compensation Committee determined that our executive compensation philosophy, compensation objectives and program design remain appropriate and decided not to make significant changes to the core design of our program.

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EXECUTIVE COMPENSATION

OVERVIEW OF PPL’S EXECUTIVE COMPENSATION PROGRAM FRAMEWORK

Our executive compensation program reflects PPL’s ongoing commitment to pay-for-performance, with executive compensation aligned to shareowner interests and linked to short- and long-term company performance.

Aligning Employees and Compensation Strategies with Our Corporate Strategic Framework

PPL’s corporate strategic framework provides the basis for determining annual and longer-term performance goals and objectives under our executive compensation program.

The performance goals that PPL has established reinforce the core features of our operational mission to deliver power safely, reliably and affordably. If we are effective in these areas, our underlying performance should increase shareowner value. Our executive compensation program is structured to reward our executives for performance toward these goals.

Elements of NEO Compensation

The executive compensation program is composed of three key elements — base salary, an annual cash incentive and long-term equity incentives — which make up total direct compensation.

Compensation Element	Purpose	Features	Performance Measures and Time Horizon
Base Salary	To reward sustained performance, experience, value in the market and to PPL, and individual skills, knowledge and behaviors	•  Compensation Committee applies judgment in setting annual salary to reflect performance, experience and responsibility, and considers market data	•  Review annually individual performance and market position
Annual Cash Incentive	To motivate and reward corporate performance over the short term	•  Paid in cash •  Combination of corporate and business segment financial and operational performance, as well as individual performance •  Capped at two times target payout for top performance	•  Financial measures, which include Corporate Net Income and business segment adjusted net income, business segment operational goals, and individual goals •  One-year performance period

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Compensation Element	Purpose	Features	Performance Measures and Time Horizon
Long-term Equity Incentives
Performance Units Based on TSR and ROE	To align shareowner and executive interests and to drive sustainable growth over the long term	•  Vests between 0% and 200% of target payout, subject to certification of performance at the end of the three-year performance period •  Payable in shares of PPL common stock •  Dividends accrue quarterly in the form of additional performance units, and vest according to the applicable level of achievement of the performance goal, if any •  Represents 80% of the total long-term equity incentive opportunity	•  50% relative TSR, using the UTY over a three-year performance period •  50% corporate ROE; the average of PPL Corporation’s annual corporate ROE for the performance period. For 2021 only, the performance period was one-year as discussed on page 48 of this CD&A. •  Three-year restriction period
Restricted Stock Units	To align shareowner and executive interests while rewarding and encouraging retention	•  Payable in shares of PPL common stock •  Dividends accrue quarterly in the form of additional restricted stock units, but are not paid unless and until underlying award vests •  Represents 20% of the total long-term equity incentive opportunity	•  Time based •  Restricted for three years following grant

In addition, the NEOs receive modest perquisites, such as executive physicals, financial planning, tax preparation services and matching charitable contributions, as well as certain retirement benefits. Executive officers may also receive periodic residential security system upgrades and relocation benefits. For additional information, see “Other Elements of Compensation” section on page 51.

The PPL compensation framework places a heavy emphasis on performance-based pay through the use of annual and long-term performance-based compensation elements. In 2021, 85% of the CEO’s target compensation opportunity was “at-risk” and 72% was performance-based. For the CFO, 75% of target compensation was “at risk,” for the other NEOs, excluding Mr. Swift who separated from the company in June 2021, on average, 72% of target compensation was “at risk.”

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EXECUTIVE COMPENSATION

The following charts illustrate the 2021 elements of compensation divided among base salary, target annual cash incentive and target long-term incentive opportunity.

Elements of Compensation as a Percentage of Target Total Direct Compensation — 2021⁽¹⁾

⁽¹⁾  Based on target compensation as a percentage of target total direct compensation for performance as of December 31, 2021.

⁽²⁾  Includes Messrs. Dudkin and Thompson and Ms. Stark. Excludes Mr. Swift who separated from the company in June 2021.

⁽³⁾ At-Risk Compensation includes target short-term incentive and all long-term equity awards.

⁽⁴⁾  Performance-Based Compensation includes target short-term incentive and performance-based equity awards.

Process for Setting Executive Compensation

As part of its duties, there are a number of activities the Compensation Committee undertakes each year in reviewing the operation and effectiveness of the executive compensation program.

Use of Market Data

The Compensation Committee uses market compensation data from the Willis Towers Watson General Industry Executive Compensation Survey as one of several criteria when reviewing individual NEO compensation levels. The survey data provide a large sample size resulting in more consistent and reliable market comparisons. Although the survey participants can vary slightly from year to year, the large nature of the sample size minimizes the risk that this change could distort general market trends. The market data are adjusted to appropriately reflect our size.

The Compensation Committee also uses information on compensation practices from a select group of industry companies, which includes public utilities with revenue, market capitalization and enterprise value that are generally between one-half to two times those of PPL.

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EXECUTIVE COMPENSATION

For additional insight into executive compensation practices, the Compensation Committee directed Frederic W. Cook & Co., Inc., or FW Cook, the Compensation Committee’s independent compensation consultant, to conduct an executive market assessment and present market findings to the Compensation Committee. When determining 2021 compensation for our NEOs, the Compensation Committee considered these compensation data points.

Establishing Performance Targets

Each year, the Compensation Committee reviews and sets the performance targets that apply to incentive awards. This process is particularly important in seeking to ensure alignment between pay and performance over short- and long-term periods. Incentive targets are aligned with annual business plans and budgets. The Compensation Committee sets goals that it deems as rigorous but attainable with strong performance.

In setting the PPL Corporate Net Income performance target for compensation purposes for 2021, the Compensation Committee reviewed comprehensive data and systematically assessed PPL’s targets by considering the following.

• PPL’s historical performance

• Historical performance within the industry

• PPL’s earnings forecasts for the coming year

• Implications of the expected sale of WPD in 2021

In setting the targets for the business segments, the Compensation Committee considers historical business segment performance and segment business plans that support PPL’s earnings forecasts for the coming year, as well as key operational metrics to support our mission of providing safe, affordable, reliable, sustainable energy to our customers and superior, long-term returns to our shareowners. This information is used to set goals that are considered challenging and competitive within the industry. The targets for the 2021 awards were reviewed during the first quarter of 2021 and are summarized beginning on page 40.

2021 NAMED EXECUTIVE OFFICER COMPENSATION

Base Salary

Each year, the Compensation Committee reviews base salary in the context of responsibilities, experience, value in the market and to PPL, sustained individual performance and internal parity to determine whether an executive’s base salary will be increased. In reaching a decision, the Compensation Committee reviews market compensation data and whether each executive’s current salary is competitive and commensurate with their performance, skills and experience.

In 2021, the Compensation Committee approved base salary increases effective January 1, 2021 ranging from 3% to 10% as well as mid-year base salary increases due to new appointments or promotions. The table below reflects base salary increases during the year.

Name	2020 Year-End Salary		2021 Salary		% Change
Vince Sorgi		$1,100,000		$1,133,000	3.0%
Joe Bergstein		$575,000		$632,500	10.0%
Greg Dudkin		$607,700		$740,000	21.8%
Paul Thompson		$662,900		$682,800	3.0%
Wendy Stark		—		$525,000	—
Phil Swift		£420,000		£441,000	5.0%

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EXECUTIVE COMPENSATION

Individual base salaries for each of the NEOs were generally adjusted to bring salaries in line with market and maintain market competitiveness. Additionally, the following points are noted:

• Messrs. Sorgi and Thompson each received a 3.0% increase in base salary in January 2021 to maintain market competitiveness aligned with their performance, skills and experience in their positions.

• Mr. Dudkin received a 3.0% increase in base salary in January 2021 to maintain market competitiveness. When he assumed the role of COO in April 2021, he received an adjustment of 18.2% to his base salary to bring him within a competitive range of market for his new role as COO.

• Mr. Bergstein received a 10.0% increase to bring his base salary closer to market and to recognize his continued performance. No additional compensation changes were made as a result of his promotion to Executive Vice President.

• Ms. Stark joined the company in April 2021 and her initial base salary was set by the Compensation Committee based on her prior experience and market competitiveness.

• Mr. Swift received a 5.0% increase to maintain market competitiveness.

2021 Annual Cash Incentive Awards

The annual cash incentive awards measure and reward performance against the company’s financial and operational goals for the year and the individual contributions towards the achievement of those goals. The measures used to assess management’s success in executing the company’s strategy and initiatives were (1) Corporate Net Income, (2) corporate operational goals that include all three business segments weighted for the forecasted contribution to earnings, (3) business segment adjusted net income, (4) business segment operational goals and (5) individual performance. These measures align with our goals of increasing shareowner value and were set and communicated to the NEOs in the first quarter of 2021.

In summary, the performance measures for 2021 were as follows:

2021 PPL Cash Incentive Goal Weighting
Name	Proration for Time in Position	Financial Performance		Operational Performance		Individual Performance
		Corporate	Business Segment	Corporate	Business Segment
Vince Sorgi		70%	—	20%	—	10%
Joe Bergstein		70%	—	20%	—	10%
Greg Dudkin(1)	27.67%	30%	30%	10%	20%	10%
	72.33%	70%	—	20%	—	10%
Paul Thompson		30%	30%	10%	20%	10%
Wendy Stark		70%	—	20%	—	10%
Phil Swift		30%	30%	10%	20%	10%

⁽¹⁾ Consistent with our compensation program, Mr. Dudkin’s promotion to COO during 2021 resulted in a mid-year change to his cash incentive goal weighting to reflect his new position with 27.67% of his cash incentive based on his time as President of PPL Electric and 72.33% based on his time as Executive Vice President and COO of PPL Corporation.

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EXECUTIVE COMPENSATION

2021 PPL Corporate Financial Performance
Corporate Net Income
For compensation purposes, annual cash incentive awards are based, in part, on PPL Corporation Net Income, which is from ongoing operations as adjusted for compensation purposes, to reflect, if any, impacts of merger, acquisition and disposition activity; benefits from the use of proceeds from WPD sale; and regulatory agreements that are economically net neutral (see Annex A for a description of the adjustments). In January 2021, the Compensation Committee approved an alternative version of the Corporate Net Income goal due to the anticipated sale of WPD, which would apply only to Mr. Swift. The Corporate Net Income goal, which included only the US-based business segments for the full year’s targets and attainment, was applicable to all NEOs other than Mr. Swift.
	Financial Goal	Threshold		Target		Maximum		Actual Results		Attainment Score
	All NEOs except Mr. Swift (without WPD – Domestic only)
	Achieve ongoing PPL Corporation Net Income goal target (in millions) – Domestic Only		$616.994		$725.875		$780.316		$782.205		200.00%
	(No payout if corporate financial goal is below 50% target)
	Mr. Swift (with WPD)
	Achieve ongoing PPL Corporation Net Income goal target (in millions)		$580.638		$683.151		$734.387		$760.120		200.00%
	(No payout if corporate financial goal is below 50% target)
	Target and Actual Results calculated using January through April, 2021.
The percent of target opportunity earned in relation to PPL’s Corporate Net Income goal was 200% of target for each of the two versions of the Corporate Net Income goal. No payout for the corporate financial goal would have been made to NEOs for 2021 if Corporate Net Income had been below the 50% goal of $631.914 million with WPD or $671.434 million for domestic only. No annual cash incentive award would have been made to NEOs for 2021 if Corporate Net Income had been below the 0% goal of $580.638 million with WPD or $616.994 million for domestic only.

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EXECUTIVE COMPENSATION

The adjusted net income goal for each business segment is aligned with the segment’s expected contribution to PPL’s overall financial performance and is set based on the business plan approved by PPL’s Board of Directors.

2021 PPL Business Segment Financial Performance
LKE – Paul Thompson
Adjusted Net Income
	Financial Goal	Threshold		Target		Maximum		Actual Results		Attainment Score
	LKE
	Achieve ongoing LKE Net Income goal target (in millions)		$370.628		$436.033		$468.736		$472.062		200.00%
LKE’s adjusted net income exceeded target primarily due to continued focus on operating efficiency and financing optimization.
PPL Electric – Greg Dudkin (applicable until his promotion on April 12, 2021)
Adjusted Net Income
	Financial Goal	Threshold		Target		Maximum		Actual Results		Attainment Score
	PPL Electric
	Achieve ongoing PPL Electric Net Income goal target (in millions)		$405.801		$477.413		$513.219		$503.387		172.54%
PPL Electric’s adjusted net income exceeded target primarily due to higher distribution sales volumes and lower interest expense.
WPD – Phil Swift
Adjusted Net Income
	Financial Goal	Threshold		Target		Maximum		Actual Results		Attainment Score
	WPD
	Achieve the ongoing WPD Net Income goal target (in millions)		$290.367		$341.608		$367.229		$379.409		200.00%
WPD’s adjusted net income exceeded target primarily due to higher than forecasted distribution volume.

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2021 PPL Operational Performance
Goal Summary Statement	Target	Actual Results	Attainment Score		Goal Weight	Goal Score	Corporate Weight		Corporate Goal Score
LKE
Achieve the Customer Satisfaction Rating target	18.0	15.0		87.50%	50%	43.75%
Achieve the reliability System Average Duration Index (SAIDI) goal target *	86.38	80.33		154.82%	40%	61.93%
Achieve Equivalent Forced Outage Rate (EFOR) goal target *	0.045	0.0176		200.00%	10%	20.00%
Total Operational Performance for LKE						125.68%		23%		28.91%
PPL Electric
Achieve Customer Satisfaction (CSAT) targeted rating	85%	90%		200.00%	50%	100.00%
Achieve the reliability non-storm System Average Interruption Frequency Index (SAIFI) goal target *	0.650	0.680		62.50%	50%	31.25%
Total Operational Performance for PPL Electric						131.25%		26%		34.13%
WPD
Achieve the Operational Incentive Revenues (Stakeholder Engagement, Customer Minutes Lost, Customer Interruptions, Broad Measure Customer Satisfaction (BMCS), Time to Connect, Incentive on Connection Engagement) goal target (in millions)	£76.42	£79.24		169.95%	100%	169.95%
Total Operational Performance for WPD						169.95%		51%		86.67%
Total Weighted Corporate Operational Performance								100%		149.71%

* Indicates a lower number is better

LKE

LKE’s Customer Satisfaction metric is based upon points earned for performance compared to a competitive group of six utilities selected to ensure a meaningful comparison to appropriate industry peers as conducted by a third party. Performance is assessed quarterly, and points are given for performance above (six points) or within (three points) the competitive range. Bonus points are achieved by finishing first (two points) or second (one point) in an absolute ranking. To achieve the targeted customer satisfaction objective of 18 points, LKE needed to perform above the competitive range for at least two quarters and within the range for two quarters. Due to the rate case and resumption of customers disconnects, LKE saw a decline in customer satisfaction, finishing above the competitive range in the first quarter and within the competitive range the last three quarters.

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EXECUTIVE COMPENSATION

LKE’s reliability metric is based upon LKE’s combined Transmission and Distribution SAIDI, the average outage duration for each customer served, with the objective of achieving the lowest possible actual result. LKE had excellent Transmission reliability performance, causing the achievement above target.

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. Through a concentrated effort on long-term outage planning, process standardization across the fleet and ongoing focus on process improvement, LKE performed exceptionally well with limited plant outages resulting in achievement of a maximum payout.

PPL Electric

PPL Electric’s CSAT target measures overall customer satisfaction and other key components that impact performance. The metric is gathered by a third-party vendor and represents the percent of customers who select 8, 9 or 10 on a 10-point scale for their overall satisfaction with PPL Electric as a provider of electric service to their home or business. Responses are weighted between residential and business customers to achieve a blended overall CSAT rate. The annual target is set based on previous performance and current management expectations. For 2021, CSAT was above target, which is attributable to sustained improvement in residential CSAT throughout the year.

PPL Electric’s non-storm SAIFI target is based on an industry-recognized metric used to measure reliability by electric utilities. The metric measures the average number of interruptions per customer, based on standards set by the Institute of Electrical and Electronics Engineers (IEEE), with the objective of achieving the lowest possible actual result. The annual target is set based on previous performance and current management expectations. For 2021, IEEE SAIFI was below target primarily due to increased weather-related outages.

WPD

WPD’s Operational Incentive Revenues represent earned payouts authorized by WPD’s regulator, Ofgem, for WPD’s operational performance. Performance is assessed in the following five areas.

• Stakeholder Engagement and Customer Vulnerability Incentive is a competitive incentive across all U.K. gas, electric and transmission companies that rewards outstanding performance. WPD previously held the top position for six consecutive years in RIIO-ED1, contributing to strong Operational Incentive Revenue payouts.

• Customer Minutes Lost / Customer Interruptions is measured against a target, tightened annually, set on a mixture of benchmark and WPD’s own performance. Since inception, WPD has earned the highest overall percent revenue of any Distribution Network Operator (DNO) group, in the latest 2020/21 regulatory year achieving over 72% of the maximum available revenue, which has produced strong Operational Incentive Revenue payouts.

• BMCS provides customer satisfaction survey results from an Ofgem-sponsored survey of WPD customers. WPD earned the maximum available revenue in 2020/21.

• Time to Connect is comprised of two components: (1) elapsed time to quote for new service installation and (2) elapsed time to connect new customers. Operational Incentive Revenue is paid or based on a common DNO target set by Ofgem. WPD achieved over 78% of the maximum available revenue in 2020/21.

• Incentive on Connection Engagement is a discretionary, penalty only component decided by Ofgem. WPD has not received such a penalty in the past five years since this incentive was introduced.

WPD’s 2021 Operational Incentive Revenue target was £76.42 million. With WPD operational performance historically at or near the top for DNOs, and Ofgem increasing performance expectations each year, the performance range for minimum, targeted and maximum payout was rigorous.

The performance period for WPD’s Operational Incentive Revenue target runs on fiscal year March 1 through April 30. The fiscal year for 2021 goal attainment completed on April 30, 2021, prior to the sale of WPD and the payout of Mr. Swift’s prorated annual cash incentive award.

44    PPL CORPORATION 2022 Proxy Statement

EXECUTIVE COMPENSATION

Safety at PPL

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 2021 leadership in safety was included as a component of the individual performance portion of annual cash incentive awards for NEOs. Additionally, in the event of a workplace fatality, the Compensation Committee may exercise discretion as to cash incentive payouts.

Individual Annual Cash Incentive Awards for 2021 Performance

The following annual incentive awards were approved by the Compensation Committee for 2021 performance and ranged from 167.98% of target to 187.56% of target:

Name	Proration for Time in Position	Weight x Goal Results				Individual Performance	2021 Earned Award
		Financial Performance		Operational Performance
		Corporate	Business Segment	Corporate	Business Segment
Vince Sorgi		70% x 200%	—	20% x 149.71%	—	10% x 175%	187.44%
Joe Bergstein		70% x 200%	—	20% x 149.71%	—	10% x 135%	183.44%
Greg Dudkin(1)	27.67% 72.33%	30% x 200% 70% x 200%	30% x 172.54% —	10% x 149.71% 20% x 149.71%	20% x 131.25% —	10% x 150% 10% x 150%	167.98% 184.94%
Paul Thompson		30% x 200%	30% x 200%	10% x 149.71%	20% x 125.68%	10% x 100%	170.11%
Wendy Stark		70% x 200%	—	20% x 149.71%	—	10% x 135%	183.44%
Phil Swift		30% x 200%	30% x 200%	10% x 135.67%	20% x 169.95%	10% x 200%	187.56%

⁽¹⁾ Consistent with our compensation program, Mr. Dudkin’s promotion to COO during 2021 resulted in a mid-year change to his cash incentive goal attainment to reflect his new position.

Beginning in 2021, 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 Compensation Committee in January following the performance year, based on results and personal leadership in the areas of safety; diversity, equity and inclusion; employee engagement; environmental stewardship; and the modeling of PPL corporate values. Consistent with other goals, individual performance was assessed using a scale of 0-200% of target. The evaluation was holistic and considered, in part, absolute and relative performance, improvement or decline during the performance period and headwinds/tailwinds experienced.

In determining that Mr. Sorgi achieved performance of 175% of target for this component, the Compensation Committee recognized his outstanding leadership in PPL’s strategic repositioning through the sale of WPD, progress towards the purchase of Narragansett Electric, establishing and executing the vision for PPL’s strategic repositioning, and his continued commitment to advancing the operations, financial strength and culture of the organization.

In determining that Mr. Bergstein achieved performance of 135% of target for this component, the Compensation Committee recognized his achievements in modeling PPL corporate values and his significant involvement in the strategic repositioning of PPL through the sale of WPD, progress towards the purchase of Narragansett Electric, and PPL’s strategic repositioning.

In determining that Mr. Dudkin achieved performance of 150% of target for this component, the Compensation Committee recognized his achievements in leading PPL Electric in achieving excellent customer satisfaction, maintaining health and safety as a priority, and fostering DEI as an essential part of the company culture; his leadership in the strategic repositioning of PPL; his direct leadership over the regulatory approval process and integration planning activities related to the Narragansett Electric acquisition; and his involvement in helping to decarbonize PPL’s operations.

PPL CORPORATION 2022 Proxy Statement    45

EXECUTIVE COMPENSATION

In light of his transition from President and Chief Executive Officer of LKE and its subsidiaries to the role of Executive Vice President effective October 1, 2021 and retirement effective January 1, 2022, Mr. Thompson’s individual component was assessed at 100% of target. See “Additional Information — Other Compensation — Transition and Retirement Agreement for Mr. Thompson” on page 57 for more information regarding the payments to which Mr. Thompson is entitled in connection with his separation.

In determining that Ms. Stark achieved performance of 135% of target for this component, the Compensation Committee recognized her achievements in leadership in PPL’s strategic repositioning and completing the sale of WPD and the progress towards the purchase of Narragansett Electric and providing leadership related to PPL’s regulatory strategy while modeling PPL corporate values at the highest level.

In determining that Mr. Swift achieved performance of 200% of target for this component, the Compensation Committee recognized his achievements in leading WPD during the sale process and the successful sale of WPD. See “Compensation for Mr. Swift Associated with the Sale of WPD” on page 50 for more information regarding the payments to which Mr. Swift is entitled in connection with his separation.

This resulted in the following annual cash incentive awards approved for the NEOs:

Name	Proration for Time in Position(1)	2021 Base Salary(2)		Target Opportunity (% of Base Salary)		2021 Earned Award		2021 Annual Cash Incentive Award
								Prorated		Total
Vince Sorgi			$1,133,000		125%		187.44%				$2,654,619
Joe Bergstein			$632,500		80%		183.44%				$928,206
Greg Dudkin(3)	27.67%		$740,000		80%		167.98%		$275,174
	72.33%						184.94%		$791,888
											$1,067,062
Paul Thompson			$682,800		85%		170.11%				$987,284
Wendy Stark			$525,000		75%		183.44%				$722,295
Phil Swift	45.21%		£441,000		55%		187.56%				£205,672

⁽¹⁾ Cash incentive awards were prorated based upon the number of days in each position, to the extent applicable. Ms. Stark’s annual incentive award was not prorated per the terms of her offer letter.

⁽²⁾ Cash incentive awards were calculated based on year-end base salary of the performance period, with the exception of Mr. Swift, whose cash incentive was calculated as of June 14, 2021, the date WPD was sold.

⁽³⁾  Consistent with our compensation program, Mr. Dudkin’s promotion to COO during 2021 resulted in a mid-year change to his cash incentive goal attainment to reflect his new position.

46    PPL CORPORATION 2022 Proxy Statement

EXECUTIVE COMPENSATION

2021 Long-term Equity Incentive Awards

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 and share price of PPL based on TSR and ROE performance measured over a defined performance period. Restricted stock units align shareowner and executive interests while rewarding and encouraging retention.

Target Opportunity (% of Base Salary)
Name	Proration for Time in Position(1)	Total Long-term Incentive (LTI)	20% Restricted Stock Units	40% Performance Units (Based on TSR)	40% Performance Units (Based on ROE)
Vince Sorgi		425%	85%	170%	170%
Joe Bergstein		220%	44%	88%	88%
Greg Dudkin(2)	25%	180%	36%	72%	72%
	75%	220%	44%	88%	88%
Paul Thompson		150%	30%	60%	60%
Wendy Stark(3)	75%	155%	31%	62%	62%
Phil Swift		120%	24%	48%	48%

⁽¹⁾ LTI awards were prorated based upon the number of months in each position, to the extent applicable.

⁽²⁾ Consistent with our compensation program, Mr. Dudkin’s promotion to COO during 2021 resulted in a mid-year change to his LTI target opportunity.

⁽³⁾  Ms. Stark did not join the company until April 12, 2021, so as a result, consistent with our compensation program, her 2021 LTI award was prorated for the time served in her position.

The Compensation Committee 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.

2021 Restricted Stock Units (20% of Total LTI)

Restricted stock units are PPL stock-equivalent units representing a future delivery of a specified number of shares of PPL common stock at the end of three years. The value of the shares that may ultimately vest may be greater than or less than the targeted value, depending on future increases or decreases in PPL’s common stock share price.

Restricted Stock Unit Awards Granted in 2021(1)
Name	Adjustment / Proration(2)	2021  Base Salary		Target (% of Salary)			Target Value		Award Value		Units  Granted(3)
Vince Sorgi			$1,133,000		85	%		$963,050		$963,050		34,692
Joe Bergstein			$632,500		44	%		$278,300		$278,300		10,026
Greg Dudkin(2)	January 2021		$626,000		36	%		$225,360		$225,360		8,119
	April 2021		$740,000		44	%		$325,600
	Difference(4)							$100,240
	75% Proration(5)									$75,180		2,617
Paul Thompson			$682,800		30	%		$204,840		$204,840		7,379
Wendy Stark(2)	April 2021		$525,000		31	%		$162,750		$122,063		4,249
Phil Swift			£441,000		24	%		£105,840		£105,840		5,238

⁽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 21, 2021, $27.76 equivalent to £20.21 using an exchange rate of £0.72817 for Mr. Swift’s award; April 12, 2021, $28.73). All NEO’s, except Ms. Stark, were awarded grants on January 21, 2021.

PPL CORPORATION 2022 Proxy Statement    47

EXECUTIVE COMPENSATION

⁽²⁾ Consistent with our compensation program, LTI awards were prorated based upon the number of months in each position, to the extent applicable. Mr. Dudkin’s LTI targets changed upon his promotion to COO and, as a result, Mr. Dudkin received a prorated grant on April 12, 2021. Ms. Stark received a prorated LTI award upon her joining the company on April 12, 2021.

⁽³⁾  The number of units is rounded up to the nearest full unit.

⁽⁴⁾  This reflects the difference in the full-year target value of the LTI award in each position.

⁽⁵⁾  The difference in the full-year target values was prorated based upon the number of months Mr. Dudkin served as COO.

2021 Performance Unit Awards (80% of Total LTI)

The performance units awarded in 2021 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 2021 were calculated based on 2021 salary.

Target award values are established at the start of the year, and the actual number of shares that an NEO receives is contingent on PPL’s TSR performance relative to the companies in the UTY and corporate ROE performance, as follows.

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, 2021 to December 31, 2023.   The Compensation Committee determined that the UTY is an appropriate TSR industry group for PPL. The UTY is a market capitalization-weighted index of 20 geographically diverse, North American utility companies that are considered to be our peers by analysts and investors.

To achieve the target TSR award value granted in 2021, PPL’s TSR performance must be at or above the 50th percentile relative to the companies in the UTY at the end of the three-year performance period.

At the end of the performance period, awards can range from 0% to 200% of target depending on relative performance. TSR awards are forfeited if PPL ranks below the 25th percentile of the companies in the UTY at the end of the three-year period.

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

ROE is more directly impacted by executive performance and aligns with operational performance and capital allocation. ROE achievement is calculated based on the average of PPL Corporation’s annual corporate ROE for the performance period with a three-year restriction period. For 2021 only, the performance period was one-year as discussed below.   Annual ROE is calculated by taking earnings from ongoing operations of PPL Corporation, divided by the average total equity.

48    PPL CORPORATION 2022 Proxy Statement

EXECUTIVE COMPENSATION

In setting ROE targets, PPL considered its business plan and ROE forecast as well as that of other utilities. PPL must achieve ROE from ongoing operations in 2021 at or above the 50th percentile of companies in the UTY for an above-target payout, and ROE of at least 15% for the maximum payout. Similar to past years, ROE awards will be forfeited if the annual ROE for 2021 performance period is below 8%. As an additional governor, the maximum award will not exceed 100% payout if PPL’s credit rating should drop below investment grade.

Over the one-year performance period of January 1, 2021 to December 31, 2021, PPL’s annual ROE was 13.63%. Having met all requirements for payout, the 2021 ROE-based performance units, and accrued dividend equivalents on the units, will pay out at 165% following the end of the three-year restriction period in early 2024.

The Compensation Committee granted the following performance unit awards for 2021 subject to PPL’s relative TSR ranking over the 2021-2023 performance period and attainment of ROE during 2021.

Performance Unit Awards Granted in 2021(1) 50% TSR and 50% ROE
Name	Adjustment  / Proration(2)	2021 Base Salary		Target (% of Salary)			Target Value		Award Value		TSR Units Granted		ROE Units Granted(3)
Vince Sorgi			$1,133,000		340	%		$3,852,200		$3,852,200		69,384		69,384
Joe Bergstein			$632,500		176	%		$1,113,200		$1,113,200		20,051		20,051
Greg Dudkin(2)	January 2021		$626,000		144	%		$901,440		$901,440		16,237		16,237
	April 2021		$740,000		176	%		$1,302,400
	Difference(4)							$400,960
	75% Proration(5)									$300,720		5,234		5,234
Paul Thompson			$682,800		120	%		$819,360		$819,360		14,758		14,758
Wendy Stark(2)	April 2021		$525,000		124	%		$651,000		$488,250		8,498		8,498
Phil Swift			£441,000		96	%		£423,360		£423,360		10,475		10,475

⁽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 21, 2021, $27.76 equivalent to £20.21 using an exchange rate of £0.72817 for Mr. Swift’s award; April 12, 2021, $28.73). All NEO’s except Ms. Stark were awarded grants on January 21, 2021.

⁽²⁾ Consistent with our compensation program, LTI awards were prorated based upon the number of months in each position, to the extent applicable. Mr. Dudkin’s LTI targets changed upon his promotion to COO in April and, as a result, Mr. Dudkin received a prorated grant on April 12, 2021. Ms. Stark received a prorated LTI award upon her joining the company on April 12, 2021.

⁽³⁾ The number of units is rounded up to the nearest full unit.

⁽⁴⁾ This reflects the difference in the full-year target value of the LTI award in each position.

⁽⁵⁾ The difference in the full-year target values was prorated based upon the number of months Mr. Dudkin served in each position.

PPL CORPORATION 2022 Proxy Statement    49

EXECUTIVE COMPENSATION

Following the Compensation Committee’s assessment and certification of performance in early 2024, the applicable percentage of the performance unit awards and dividend equivalents will vest, if any. The Compensation Committee has no discretion to provide for payment other than as reflected in the actual attainment of the stated performance goals. Dividend equivalents accrue on the performance units as additional performance units and will vest and be paid according to the applicable level of achievement of the performance goal, if any.

2019–2021 Performance Units

TSR-based performance unit awards, accounting for 40% of the total LTI award, were made to the NEOs in 2019, 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, 2019 to December 31, 2021 relative to companies in the UTY.

ROE-based performance unit awards, accounting for 40% of the total LTI award, were made to the NEOs in 2019, 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 average annual ROE from January 1, 2019 to December 31, 2021.

Forfeiture of 2019–2021 TSR-based Performance Units

Over the three-year performance period, PPL’s TSR ranked at the 15th percentile relative to companies in the UTY. As a result, the 2019-2021 TSR-based performance units, and accrued dividend equivalents on the units, were forfeited. Performance units forfeited as a result of 2019–2021 TSR performance had a grant date value of over $1.63 million in the aggregate for the NEOs, including $593,013 for Mr. Sorgi and $1.038 million in the aggregate for Messrs. Bergstein, Dudkin and Thompson.

Payout of 2019–2021 ROE-based Performance Units

Over the three-year performance period, PPL’s annual ROE was 14.65% in 2019, 14.01% in 2020, and 13.48% in 2021, resulting in a three-year average of 14.05%. In order to pay at or above target of 10% or maximum of 14%, PPL’s credit rating was also required to be above investment grade. Having met these requirements, the 2019-2021 ROE-based performance units, and accrued dividend equivalents on the units, paid out at the maximum of 200%. Performance units that paid out at maximum as a result of PPL’s 2019-2021 ROE performance had a grant date value of $1.63 million in the aggregate for the NEOs, including $593,013 for Mr. Sorgi and $1.038 million in the aggregate for Messrs. Bergstein, Dudkin and Thompson.

Due to the sale of WPD on June 14, 2021, all outstanding long-term incentive awards for Mr. Swift vested at target.

Compensation for Mr. Swift Associated with the Sale of WPD

The successful sale of WPD in June 2021 was one of the most strategic transactions in the repositioning of PPL. To acknowledge Mr. Swift’s expected substantial role in connection with the WPD sale process, in addition to his ongoing obligations leading WPD in the ordinary course of business, the Compensation Committee approved the following compensation for him:

• A one-time cash Transition Incentive Award was granted to Mr. Swift to encourage him to remain with WPD and continue performing his obligations in the best interest of WPD and PPL through the closing of the transaction. In addition to continuing to lead WPD in the ordinary course of business, Mr. Swift would have a significant role in shepherding an expedient, efficient and cooperative diligence process and supporting the consummation of the transaction. As such, the Committee approved a cash award in the amount of £1,786,050, to be paid 50% upon the signing of the initial sale agreement and 50% upon the closing of the sale transaction.

• Upon closing of the sale of WPD, Mr. Swift was to be paid a prorated portion of his annual cash incentive award based upon financial and operational goal attainment at the time of closing.

• Upon closing of the sale of WPD, all outstanding LTI awards for Mr. Swift were to vest in full at target.

In connection with the closing of the sale of WPD on June 14, 2021, Mr. Swift received his prorated Annual Cash Incentive Award and all outstanding LTI awards previously granted to Mr. Swift vested at target.

50    PPL CORPORATION 2022 Proxy Statement

EXECUTIVE COMPENSATION

Other Elements of Compensation

In addition to the three elements of total direct compensation (base salary, annual cash incentive and long-term equity incentives in the form of performance units and restricted stock units), the company also provides other forms of compensation to the NEOs, which are summarized below.

Limited Perquisites

PPL provides limited executive perquisites to its NEOs. We believe these perquisites are consistent with market practice and serve a direct business interest.

Financial planning and tax preparation and support, up to an aggregate cost of $11,000 per year, and estate planning, not to exceed $5,000 in the aggregate, are offered to each NEO. These services are provided in recognition of time constraints on executives and their more complex compensation program that requires professional financial, tax and estate planning. We believe that good financial planning by experts reduces the amount of time and attention that executive officers must spend on such issues. Such planning also helps ensure the objectives of our compensation program are met and not hindered by unexpected tax or other consequences.

Additionally, each NEO is eligible for an executive physical, up to an aggregate cost of $6,000 every two years, and genetic testing not to exceed $5,000 in the aggregate. The Compensation Committee believes the benefit is beneficial to both the employee and the company through potential reduced costs and increased productivity.

PPL periodically provides security assessments and residential security system upgrades to its NEOs. The company also provides relocation benefits to employees in connection with joining the company.

The incremental cost to PPL of all perquisites received by each of our NEOs for the year is summarized in Note 6 to the Summary Compensation Table on page 59.

Retirement Programs

The company provides eligible employees with the opportunity to build financial resources for retirement through tax-qualified pension benefit plans and defined contribution plans (401(k) plans). In addition, the company provides eligible executives with non-tax-qualified supplemental pension benefit and deferred compensation opportunities. We have historically viewed our retirement benefits as a means of providing financial security to our salaried employees after they have spent a substantial portion of their careers with the company.

PPL CORPORATION 2022 Proxy Statement    51

EXECUTIVE COMPENSATION

NEOs are eligible for the following pension benefit plans.

Retirement Plan	Description	NEO Participants
PPL Retirement Plan	•  Tax-qualified defined benefit pension plan •  Closed to new salaried employees after December 31, 2011	Messrs. Sorgi, Bergstein and Dudkin
PPL Supplemental Executive Retirement Plan (PPL SERP)	•  Nonqualified defined benefit pension plan to provide for retirement benefits above amounts available under the PPL Retirement Plan •  Vested and eligible to commence payment at age 50 with 10 years of service •  Closed to new officers after December 31, 2011	Messrs. Sorgi and Dudkin
PPL Supplemental Compensation Pension Plan	•  Nonqualified defined benefit pension plan that applies to certain employees hired before January 1, 2012 who are not eligible for the PPL SERP	Mr. Bergstein
LG&E and KU Pension Plan (LG&E Pension Plan)	•  Tax-qualified defined benefit pension plan •  Closed to new participants after December 31, 2005	Mr. Thompson
LG&E and KU Supplemental Executive Retirement Plan (LG&E SERP)	•  Nonqualified defined benefit pension plan •  Closed to new participants after December 31, 2011	Mr. Thompson
Electricity Supply Pension Scheme (ESPS)	•  U.K. tax-approved defined benefit pension scheme	Mr. Swift

Additional details about these plans are provided under “Executive Compensation Tables — Pension Benefits in 2021” beginning on page 65.

52    PPL CORPORATION 2022 Proxy Statement

EXECUTIVE COMPENSATION

NEOs are eligible for the following voluntary retirement savings opportunities.

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	Messrs. Sorgi, Bergstein and Dudkin
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 3% fixed contribution subject to contribution limits imposed by the IRS •  Compensation includes base salary plus annual cash incentive award •  Participants vest in PPL’s matching contributions after two years of service •  Participants may request distribution of their account at any time following termination of employment	Ms. Stark
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 of 3% 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	Messrs. Sorgi, Bergstein and Dudkin, and Ms. Stark

PPL CORPORATION 2022 Proxy Statement    53

EXECUTIVE COMPENSATION

Savings Plans	Description	NEO Participants
LG&E and KU      Savings Plan	•  Tax-qualified defined c