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.  )

Filed by the Registrant þ
Filed by a Party other than the Registrant o

Check the appropriate box:

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

 

PPL CORPORATION

(Name of Registrant as Specified In Its Charter)

 

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

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

 

PPL Corporation

 

Notice of Annual Meeting
May 18, 2011

and

 

Proxy Statement

 

PPL CORPORATION
Two North Ninth Street
Allentown, Pennsylvania 18101

Notice of Annual Meeting of Shareowners

 

 

  By Order of the Board of Directors,    

 

Robert J. Grey

Senior Vice President,

General Counsel and Secretary

 

April 6, 2011

 

Important Notice Regarding the Availability of Proxy
Materials for the Shareowner Meeting to Be Held on May 18, 2011:

This Proxy Statement and the Annual Report to Shareowners are available at
http://www.pplweb.com/PPLCorpProxy

 

TABLE OF CONTENTS

 

PPL CORPORATION
Two North Ninth Street
Allentown, Pennsylvania 18101

 

 

 

 

We are providing these proxy materials in connection with the solicitation by the Board of Directors of PPL Corporation of proxies to be voted at the company’s Annual Meeting of Shareowners to be held on May 18, 2011, and at any adjournment or postponement of the Annual Meeting. Directors, officers and other company employees may also solicit proxies by telephone or otherwise. Brokers, banks and other holders of record will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. We first released this proxy statement and the accompanying proxy materials to shareowners on or about April 6, 2011.

 

What am I voting on?

 

There are seven proposals scheduled to be voted on at the meeting:

 

 

Who can vote?

 

Holders of PPL Corporation common stock as of the close of business on the record date, February 28, 2011, may vote at the Annual Meeting, either in person or by proxy. Each share of PPL Corporation common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

 

What is the difference between holding shares as a shareowner of record and as a beneficial owner?

 

If your shares are registered directly in your name with PPL Corporation’s transfer agent, Wells Fargo Bank, N.A., you are considered, with respect to those shares, the “shareowner of record.” The Notice of Annual Meeting, Proxy Statement, 2010 Annual Report, proxy card and accompanying documents have been sent directly to you by PPL Corporation.

 

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name” and the “shareholder of record” of your shares is your broker, bank or other holder of record. The Notice of Annual Meeting, Proxy

Statement, 2010 Annual Report, proxy card and accompanying documents have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the shareowner of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in their mailing or by following their instructions for voting by telephone or on the Internet, if offered. The company urges you to instruct your broker, bank or other holder of record on how to vote your shares. Please understand that in this case, the company does not know that you are a shareowner, or how many shares you own.

 

How do I vote?

 

If you are a shareowner of record, you can vote by mail, by telephone, on the Internet or in person at the Annual Meeting.

 

 

Be sure to complete, sign and date the proxy card and return it in the postage-paid envelope we have provided. If you are a shareowner of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors.

 

If you are a shareowner of record, and the postage-paid envelope is missing, please mail your completed proxy card to PPL Corporation, c/o Shareowner Services^sm, P.O. Box 64873, St. Paul, MN 55164-0873.

 

 

The telephone and Internet voting procedures we have established for shareowners of record are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded.

 

By telephone: You can vote by calling the toll-free telephone number on your proxy card. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available when you call. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

 

On the Internet: The website for Internet voting is at www.eproxy.com/ppl/.  Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available when you go online. As with telephone voting, you can confirm that your instructions have been properly recorded.

 

The telephone and Internet voting facilities for shareowners of record will be available 24 hours a day and will close at 11:59 p.m., Central Time, on May 17, 2011.

 

The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive from them.

 

 

If you are a shareowner of record, you may come to the Annual Meeting and cast your vote there, either by proxy or by ballot. Please bring your admission ticket with you to the Annual Meeting. You may vote shares held in street name at the Annual Meeting only if you obtain a signed proxy from the record holder (broker or other nominee) giving you the right to vote the shares. Please see the attendance requirements discussed under “Who can attend the Annual Meeting?”

 

If you mail to us your properly completed and signed proxy card, or vote by telephone or on the Internet, your shares of PPL Corporation common stock will be voted according to the choices that you specify. If you sign and mail your proxy card without marking any choices, your proxy will be voted:

 

 

We do not expect that any other matters will be brought before the Annual Meeting. By giving your proxy, however, you appoint the persons named as proxies as your representatives at the meeting. If an issue comes up for vote at the Annual Meeting that is not included in the proxy material, the proxy holders will vote your shares in accordance with their best judgment.

 

As a participant in the PPL Corporation Employee Stock Ownership Plan, how do I vote shares held in my plan account?

 

If you are a participant in our Employee Stock Ownership Plan, you have the right to provide voting directions to the plan trustee, Fidelity Investments, by submitting your ballot card for those shares of our common stock that are held by the plan and allocated to your account. Plan participant ballots are treated confidentially. Full and fractional shares credited to your account under the plan as of February 28, 2011 will be voted by the trustee in accordance with your instructions. Participants may not vote in person at the Annual Meeting. Similar to the process for shareowners of PPL Corporation common stock, you may vote by mail, telephone or on the Internet. To allow sufficient time for voting by the trustee of the plan, your ballot must be returned by the close of business on May 13, 2011 if by mail and, if voting by telephone or on the Internet, by 11:59 p.m., Central Daylight Time, on May 13, 2011. Please follow the ballot instructions specific to the participants in the Employee Stock Ownership Plan.

 

If you do not return your ballot, or return it unsigned, or do not vote by phone or on the Internet, the plan provides that the trustee will vote your shares in the same percentage as shares held by participants for which the trustee has received timely voting instructions. The plan trustee will follow participants’ voting directions and the plan procedure for voting in the absence of voting directions, unless it determines that to do so would be contrary to the Employee Retirement Income Security Act of 1974.

 

May I change or revoke my vote?

 

Any shareowner giving a proxy has the right to revoke it at any time before it is voted by:

 

 

Will my shares be voted if I do not provide my proxy?

 

It depends on whether you hold your shares in your own name or as the beneficial owner in the name of a broker, bank or other holder of record. If you hold your shares directly in your own

name, they will not be voted unless you provide a proxy or vote in person at the Annual Meeting. Brokerage firms, banks or other holders of record generally have the authority to vote customers’ unvoted shares on certain routine matters. For example, if your shares are held in the name of a brokerage firm, bank or other holder of record, such firm can vote your shares for the ratification of the appointment of Ernst & Young LLP, as this matter is considered routine under the applicable rules. The election of directors is no longer considered a routine matter as to which a broker, bank or other holder of record may vote in their discretion on behalf of clients who have not furnished voting instructions with respect to an uncontested director election. The company urges you to instruct your broker, bank or other holder of record on how to vote your shares.

 

Who can attend the Annual Meeting?

 

If you are a shareowner of record, your admission ticket is enclosed with your proxy card. If you hold shares through the Employee Stock Ownership Plan, your admission ticket is the letter enclosed with your ballot card. You will need to bring your admission ticket, along with picture identification, to the meeting. If you own shares as a beneficial owner (in street name), please bring proof of your PPL common stock ownership, such as your most recent brokerage statement, or an ownership confirmation letter from your broker, or a portion of your PPL voting instruction card sent to you by your broker, along with picture identification, to the meeting. PPL will use your brokerage document to verify your ownership of PPL common stock and admit you to the meeting.

 

What constitutes a quorum?

 

As of the record date, there were 484,431,366 shares of common stock outstanding and entitled to vote, and no shares of preferred stock of the company were outstanding. In order to conduct the Annual Meeting, a majority of the outstanding shares entitled to vote must be present, in person or by proxy, in order to constitute a quorum. If you submit a properly executed proxy card or vote by telephone or on the Internet, you will be considered part of the quorum. Abstentions, “broker non-votes” and votes withheld from director nominees will be counted as shares present and entitled to vote at the meeting for purposes of determining a quorum. A “broker non-vote” occurs when a broker, bank or other holder of record who holds shares for another person has not received voting instructions from the beneficial owner of the shares and, under New York Stock Exchange, or NYSE, listing standards, does not have discretionary authority to vote on a proposal.

 

What vote is needed for these proposals to be adopted?

 

 

The nominees receiving the highest number of votes, up to the number of directors to be elected, will be elected. Authority to vote for any individual nominee can be withheld by writing the number, which is beside that person’s name in the list of nominees, in the box provided to the right of such list on the accompanying proxy or by following the instructions if voting by telephone or on the Internet.

 

In any uncontested election of directors (an election in which the number of nominees is the same as the number of directors to be elected), any incumbent director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election must promptly tender his or her resignation following the final tabulation of shareowner votes. Your Board of Directors will decide whether to accept the resignation within 90 days following the final vote tabulation, through a process managed by the Compensation, Governance and Nominating Committee, excluding the director in question. Thereafter, your Board of Directors promptly will disclose its decision whether to accept the director’s resignation (and the reasons for rejecting the resignation, if applicable) in a Form 8-K filed with the Securities and Exchange Commission.

 

 

In order to approve the company’s Short-term Incentive Plan, the proposal must receive a majority of the votes cast, in person or by proxy, by the shareowners voting as a single class.

 

 

In order to approve the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, the proposal must receive a majority of the votes cast, in person or by proxy, by the shareowners voting as a single class.

 

 

In order to approve, on an advisory basis, the compensation paid to the company’s named executive officers, the proposal must receive a majority of the votes cast, in person or by proxy, by the shareowners voting as a single class.

 

 

This item offers three alternatives plus abstention. The alternative which receives a majority of the votes cast, in person or by proxy, by the shareowners voting as a single class will be approved on an advisory basis.

 

 

In order to approve either shareowner proposal, the proposal must receive a majority of the votes cast, in person or by proxy, by the shareowners voting as a single class. The two shareowner proposals are advisory votes, which require further action by the company to implement any changes.

 

Proposal 1 (election of directors) is not considered a routine matter as to which a broker, bank or other holder of record may vote in their discretion on behalf of clients who have not furnished voting instructions with respect to an uncontested director election. Because the company has a plurality voting standard for the election of directors, broker non-votes and abstentions will not affect the outcome of the vote on this proposal.

 

Proposals 2, 4, 5, 6 and 7 are “non-routine” matters under NYSE rules, and brokerage firms, banks or other holders of record are prohibited from voting on each of these proposals without receiving instructions from the beneficial owners of the shares. Broker non-votes will not be considered as votes cast and will have no effect on the outcome of the vote. Abstentions will likewise not be treated as votes cast for purposes of these proposals and will have no effect on the outcome of the vote.

 

Proposal 3 (ratification of auditors) is considered to be a “routine” matter under NYSE rules, and brokers, banks or other holders of record may vote in their discretion on behalf of clients who have not furnished voting instructions. Abstentions will not be treated as votes cast and will have no effect on the outcome of the vote on this proposal.

 

Who conducts the proxy solicitation and how much will it cost?

 

PPL Corporation will pay the cost of soliciting proxies on behalf of the Board of Directors. In addition to the solicitation by mail, a number of regular employees may solicit proxies in person, over the Internet, by telephone or by facsimile. We have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for the Annual Meeting, and we expect that the remuneration to Innisfree for its services will not exceed $15,000, plus reimbursement for out-of-pocket expenses. Brokers, dealers, banks and other holders of record who hold shares for the benefit of others will

be asked to send proxy material to the beneficial owners of the shares, and we will reimburse them for their expenses.

 

How does the company keep voter information confidential?

 

To preserve voter confidentiality, we voluntarily limit access to shareowner voting records to certain designated employees of PPL Services Corporation. These employees sign a confidentiality agreement that prohibits them from disclosing the manner in which a shareowner has voted to any employee of PPL affiliates or to any other person (except to the Judges of Election or the person in whose name the shares are registered), unless otherwise required by law.

 

What is householding, and how does it affect me?

 

Beneficial owners of common stock in street name may receive a notice from their broker, bank or other holder of record stating that only one proxy statement and/or other shareowner communications and notices will be delivered to multiple security holders sharing an address. This practice, known as “householding,” will reduce PPL’s printing, shipping and postage costs. Beneficial owners who participate in householding will continue to receive separate proxy forms. If any beneficial owner wants to revoke consent to this practice and wishes to receive his or her own documents and other communications, however, then he or she must contact the broker, bank or other holder of record with a notice of revocation. Any shareowner may obtain a copy of such documents now or in the future from PPL promptly upon request to the address and phone number for PPL listed on the back cover page of this proxy statement. If beneficial owners sharing an address wish to receive single copies of such materials in the future, they should contact their broker, banker or other holder of record.

 

When are the 2012 shareowner proposals due?

 

To be included in the proxy material for the 2012 Annual Meeting, any proposal intended to be presented at that Annual Meeting by a shareowner must be received by the Secretary of the company in writing no later than December 8, 2011:

 

Corporate Secretary’s Office

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

 

To be properly brought before the Annual Meeting, any other proposal must be received no later than 75 days in advance of the date of the 2012 Annual Meeting.

 

Ten members of our Board are standing for re-election, to hold office until the next Annual Meeting of Shareowners. Because the shareowners approved the company’s proposal at last year’s annual meeting to amend the company’s bylaws to eliminate the classification of the terms of the Board of Directors, all 10 directors will stand for election at this year’s Annual Meeting of Shareowners. Each nominee elected as a Director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or retirement.

 

The Board of Directors has no reason to believe that any of the nominees will become unavailable for election, but, if 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 these nominees, unless you indicate otherwise on the proxy or ballot card.

 

The following pages contain biographical information about the nominees. See also “Director Nomination Process” on page 16 regarding information concerning the particular experience, qualifications, attributes and/or skills that led the Compensation, Governance and Nominating Committee and the Board to determine that each nominee should serve as a director. In addition, a majority of our directors serve or have served on boards and board committees (including, in many cases, as committee chairs) of other public companies, which we believe provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

 

 

E. Allen Deaver, the company’s Lead Director, in compliance with the company’s “Guidelines for Corporate Governance,” will retire from the Board prior to the 2011 Annual Meeting of Shareowners, which follows his 75th birthday. Mr. Deaver retired in 1998 as Executive Vice President and a director of Armstrong World Industries, Inc., of Lancaster, Pennsylvania. He is also a director of the Geisinger Health System. He graduated from the University of Tennessee with a B.S. in Mechanical Engineering and is a former United States Army officer. He began his Armstrong career in 1960 and served as Executive Vice President for 10 years. Prior to that time, he gained experience in a variety of engineering and manufacturing positions in the United States and abroad. Mr. Deaver is chair of the Compensation, Governance and Nominating Committee and a member of the Executive, Finance and Nuclear Oversight Committees.

 

Your Board of Directors recommends that shareowners
vote FOR Proposal 1, the election of these nominees for director

 

Attendance. The Board of Directors met nine times during 2010. Each director attended at least 75% of the meetings held by the Board and the committees on which they served during the year, except for Mr. Conway. The average attendance of directors at Board and Committee meetings held during 2010 was 96%. Directors are expected to attend all meetings of shareowners, the Board, and the Committees on which they serve. All of our then-serving directors attended the 2010 Annual Meeting of Shareowners.

 

Independence of Directors. The Board has established guidelines to assist it in determining director independence, which conform to the independence requirements of the NYSE listing standards. In addition to applying these guidelines, which are summarized below and are available in the Corporate Governance section of our website (www.pplweb.com/about/corporate+governance), the Board considers all relevant facts and circumstances in making an independence determination. At its January 2011 meeting, the Board determined that the following 10 directors (constituting all of PPL’s non-employee directors) are independent from the company and management pursuant to its independence guidelines: Drs. Bernthal and Heydt, Messrs. Conway, Deaver, Elliott, Graham, Rogerson and Williamson, and Ms. Goeser and Ms. von Althann.

 

In reaching this conclusion, the Board considered transactions and relationships between each director or any member of his or her immediate family and the company and its subsidiaries. From time to time, our subsidiaries have transacted business in the ordinary course with companies with which several of our directors are or were affiliated. In particular, with respect to each of the most recent three completed fiscal years, the Board evaluated the following relationships:

 

 

The Board determined that all of these relationships were immaterial. Under the categorical standard of independence that the Board adopted for the company, business transactions between the company (and its subsidiaries) and a director’s employer or the employer of the director’s “immediate family member,” as defined by the rules of the NYSE, not involving more than 2 percent of the employer’s consolidated gross revenues in any fiscal year, will not impair the director’s independence. All of the transactions considered were significantly below 1 percent of the consolidated gross revenues of any of the companies involved.

 

Also, pursuant to NYSE standards, a director is not independent from the company and management if, within the last three years, the director or an immediate family member of the director:

 

 

 

In addition to the independence requirements set forth above, the Board evaluates additional independence requirements under applicable Securities and Exchange Commission, or SEC, rules for directors who are members of the audit committee. If a director is considered independent pursuant to the standards set forth above, the director also will be deemed to be independent for purposes of being a member of our Audit Committee if:

 

 

Executive Sessions; Presiding and Lead Director. The independent directors meet in regular executive sessions during each Board meeting without management present. The Board has designated Mr. Deaver as the presiding director to chair these executive sessions. Mr. Deaver also serves as the “lead” director of the Board. At the time of Mr. Deaver’s retirement, the Board will designate a new presiding and lead director.

 

Board Leadership Structure. The positions of Chairman and Chief Executive Officer, or CEO, are held by Mr. Miller. Mr. Deaver has served as a strong independent “lead” director for a number of years. The Board believes that the responsibilities delegated to the lead director are substantially similar to many of the functions typically fulfilled by a board chairman. The Board believes that its lead director position balances the need for effective and independent oversight of management with the need for strong, unified leadership. Of our 11 directors, only Mr. Miller is not independent from the company. All of our committees, with the exception of the Executive Committee on which Mr. Miller serves, are composed entirely of independent directors and the agendas are driven by the independent chairs through discussions with designated management liaisons. Each independent director is encouraged to, and does, regularly contact management with questions or suggestions for agenda items. The Board does not believe that the establishment of an independent Chairman is necessary or recommended at the present time. The Board continues to have the right to separate those roles if it were to determine that such a separation would be in the best interest of the company, its shareowners and other stakeholders.

 

The lead director serves in the following roles:

 

 

 

The Corporate Secretary’s Office, together with any other key employees requested by the lead director, provides support to the lead director in fulfilling his role.

 

Guidelines for Corporate Governance. You can find the full text of our Guidelines for Corporate Governance in the Corporate Governance section of our website (www.pplweb.com/about/corporate+governance).

 

Communications with the Board. Shareowners or other parties interested in communicating with the lead director, with the Board or with the independent directors as a group may write to the following address:

 

The Lead Director or the Board of Directors

c/o Corporate Secretary’s Office

PPL Corporation

Two North Ninth Street

Allentown, Pennsylvania 18101

 

The Corporate Secretary’s Office forwards all correspondence to the respective Board members, with the exception of commercial solicitations, advertisements or obvious “junk” mail. Concerns relating to accounting, internal controls or auditing matters are to be brought immediately to the attention of the company’s Office of Business Ethics and Compliance 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 Conduct and Integrity, which are 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 in the Corporate Governance section of our website (www.pplweb.com/about/corporate+governance).

 

The Board of Directors has five standing committees:

 

 

Each non-employee director usually serves on one or more of these committees. All of our committees, with the exception of the Executive Committee, are composed entirely of independent directors. The charters of all of the committees are available in the Corporate Governance section of the company’s website (www.pplweb.com/about/corporate+governance).

 

Executive Committee. During periods between Board meetings, the Executive Committee may exercise all of the powers of the Board of Directors, except that the Executive Committee may not elect directors, change the membership of or fill vacancies in the Executive Committee, fix the compensation of the directors, change the Bylaws, or take any action restricted by the Pennsylvania Business Corporation Law or the Bylaws (including actions committed to another Board committee). The Executive Committee met six times in 2010. The members of the Executive Committee are Mr. Miller (chair), Drs. Bernthal and Heydt, and Messrs. Conway, Deaver, Graham and Rogerson.

Messrs. Conway, Graham and Rogerson became members of the Executive Committee in January 2011.

 

Compensation, Governance and Nominating Committee. The principal functions of the Compensation, Governance and Nominating Committee, or CGNC, are:

 

 

All of the members of the CGNC are independent within the meaning of the listing standards of the NYSE and the company’s standards of independence described above under the heading “Independence of Directors.” In addition, each member of the CGNC is a “Non-Employee Director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is an “outside director” as defined in Section 162(m) of the Internal Revenue Code. This committee met six times in 2010. The members of the CGNC are Mr. Deaver (chair), Ms. Goeser, Messrs. Graham and Rogerson, and Dr. Heydt. Mr. Conway resigned from the CGNC in December 2010, and Mr. Rogerson joined the CGNC in January 2011.

 

Decisions regarding the compensation of our executive officers are made by the CGNC. Specifically, the CGNC has strategic and administrative responsibility for a broad range of issues, including ensuring that we compensate executive officers effectively and in a manner consistent with our stated compensation strategy. The CGNC also oversees the administration of our executive compensation plans, including the design of, and performance measures and award opportunities for, the executive incentive programs, and some employee benefits. The CGNC has delegated the ability to authorize stock awards to non-executive officers within the terms of a stock plan to the Corporate Leadership Council, composed of the top four senior executive officers, all of whom are named executive officers in this proxy statement.

 

The CGNC periodically reviews executive officer compensation to ensure that compensation is consistent with our compensation philosophies, company and personal performance, changes in market practices and changes in an individual’s responsibilities. At the CGNC’s first regular in-person meeting each year, which it holds in January, the CGNC reviews the performance of executive officers and makes awards for the just-completed fiscal year.

 

To assist in its efforts to meet the objectives outlined above, the CGNC previously retained Towers Watson, a nationally known executive compensation consulting firm, to advise it on a regular basis on executive compensation programs. A group of former Towers Perrin and Watson Wyatt executive compensation consultants created Pay Governance, LLC, an independent consulting firm, in 2010 and the CGNC retained Pay Governance to advise it as of May 18, 2010. Pay Governance provides additional information to the CGNC so that it can determine whether the company’s executive compensation programs are reasonable and consistent with competitive practices. Representatives of Pay Governance regularly participate in CGNC meetings and provide advice as to compensation trends and best practices, plan design and competitive market comparisons.

The CGNC regularly engages Pay Governance to provide the following information and analyses:

 

 

Additionally, management may request analyses or information from Pay Governance in order to assist it in the administration of the executive compensation programs, including competitive analysis on new executive positions and valuation support for the company’s stock award program — such as Black-Scholes calculations for stock options and the valuation of performance unit grants for accounting purposes.

 

The vice president of Human Resources and Services is management’s liaison to the CGNC, and his staff provides support for the CGNC and regularly interacts with Pay Governance.

 

Annually, the CGNC requests that Pay Governance present emerging issues and trends in executive compensation among the 25 largest U.S. utilities at its July meeting and continues with a detailed analysis of competitive pay levels and practices at its year-end meeting. The CGNC uses this analysis to provide a general understanding of current market practices when it assesses performance and considers salary levels and incentive awards at its January meeting following the performance year.

 

Senior management develops the business plan and recommends to the CGNC the related goals for the annual cash incentive program and the long-term incentive program for the upcoming year, based on industry and market conditions and other factors. All of the incentive goals are reviewed and approved by the CGNC.

 

The CGNC has the authority to review and approve annually the compensation structure, including goals and objectives, of the chief executive officer, or CEO, and other executive officers who are subject to Section 16 of the Exchange Act, including all of the executive officers named in this proxy statement. The CEO reviews with the CGNC his evaluation of the performance and leadership of: (1) the executive officers who report directly to him; (2) the presidents of the major business lines who report to the chief operating officer, or COO, with input from the COO; and (3) the treasurer and the controller, with input from the chief financial officer. The CEO presents his compensation recommendations to the CGNC, and based in large part on such recommendations, the CGNC approves the annual compensation, including salary, incentive compensation and other remuneration of such executive officers. In preparing his recommendations, the CEO may discuss his evaluations and potential recommendations with the vice president of Human Resources and Services and representatives of Pay Governance. The CEO does not discuss his own compensation with Pay Governance.

 

The CGNC manages a process for the Board of Directors to evaluate our CEO. Each director, other than the CEO, completes an evaluation of the CEO and submits the evaluation to the Chair of the CGNC, who is also the lead director. The evaluation is presented to the outside directors of the Board and discussed at the January meeting. A summary evaluation is compiled by the Chair of the CGNC, who then discusses the evaluation with the CEO. The CGNC determines the CEO’s salary and incentive awards at its January meeting, based on the Board’s evaluation.

The Board of Directors, with recommendations from the CGNC, determines the amount and form of director compensation. Pay Governance also assists the CGNC with this determination.

 

Prior to retaining Pay Governance in May 2010, Towers Watson provided the CGNC with executive compensation and benefits consulting services. Towers Watson also regularly provides the company with other services, such as actuarial valuation of pension plans and retiree welfare plans, due diligence reviews of acquisition opportunities and workforce management and human resource consulting services. The CGNC annually reviews, but did not formally approve, total expenditures paid to Towers Watson prior to May 2010, and to Pay Governance after May 2010. The CGNC does specifically approve expenditures for executive compensation consulting. Management reviews and approves all other expenses. In 2010, the aggregate amount paid to Towers Watson and Pay Governance for executive compensation consultant services to the CGNC was $304,000 and $28,000, respectively. The amount paid to Towers Watson for all other services was $1,406,000. Pay Governance does not provide any other services to the company.

 

The CGNC establishes guidelines for new directors and evaluates director candidates. In considering candidates, the CGNC seeks individuals who possess strong personal and professional ethics, high standards of integrity and values, independence of thought and judgment and who have senior corporate leadership experience. The company believes that prior business experience is valuable, and it seeks candidates who have certain prior experience relevant to serving on the Board, such as financial, operating and nuclear.

 

In addition, the CGNC seeks individuals who have a broad range of demonstrated abilities and accomplishments beyond corporate leadership. These abilities include the skill and expertise sufficient to provide sound and prudent guidance with respect to all of the company’s operations and interests. The CGNC believes that, while diversity and variety of experiences and viewpoints represented on the board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the CGNC focuses on skills, expertise or background that would complement the existing board, recognizing that the company’s businesses and operations are diverse and global in nature. Our directors come from diverse backgrounds including industrial, financial, non-profit and healthcare. Finally, the CGNC seeks individuals who are capable of devoting the required amount of time to serve effectively, including preparation time and attendance at Board, committee and shareowner meetings.

 

Nominations for the election of directors may be made by the Board of Directors, the CGNC or any shareowner entitled to vote in the election of directors generally. The CGNC screens all candidates in the same manner regardless of the source of the recommendation. The CGNC’s review is typically based on any written materials provided with respect to the candidate. The CGNC determines whether the candidate meets the company’s general qualifications and specific qualities and skills for directors and whether requesting additional information or an interview is appropriate.

 

If the CGNC or management identifies a need to add a new Board member to fulfill a special need or to fill a vacancy, the CGNC usually retains a third-party search firm to identify a candidate or candidates. The CGNC seeks prospective nominees through personal referrals, independent inquiries by directors and search firms. Once the CGNC 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 CEO, the chair of the CGNC and other members of the CGNC, if available, then interview the prospective candidates in person. 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 CGNC makes a recommendation to the full Board as to the 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 CGNC.

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’ or nominees’ biographical information set forth on pages 7 to 10. In particular, in connection with the nominations of each director for election as directors at the 2011 Annual Meeting of Shareowners, the Board considered their contributions to the company’s success during their previous years of Board service. With regards to Dr. Bernthal, the Board considered his service with the U.S. Nuclear Regulatory Commission and his governmental and leadership experience. For Mr. Conway, the Board considered his general business background and his leadership expertise as a CEO of a publicly traded company. With regards to Mr. Deaver, the Board considered his engineering and general business background, as well as his senior executive experience. For Mr. Elliott, the Board considered his broad experience in the financial services industry, and his accounting and risk management expertise. With regards to Ms. Goeser, the Board considered her leadership and business experience in a variety of industry positions. For Mr. Graham, the Board considered his international construction and development experience, as well as his leadership skills from serving as a CEO of a publicly traded company. With regards to Dr. Heydt, the Board considered his business experience and leadership expertise from serving as CEO of a large healthcare system. For Mr. Miller, the Board considered his operating and nuclear experience, as well as his leadership skills. With regards to Mr. Rogerson, the Board considered his general business background and his leadership expertise as a CEO of several publicly traded companies. With regards to Ms. von Althann, the Board considered her financial and risk management experience, as well as senior management experience. With regards to Mr. Williamson, the Board considered his general business, finance and legal background.

 

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

 

In order to be considered, we must receive nominations by shareowners at least 75 days prior to the 2012 Annual Meeting. 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/about/corporate+governance).

 

Compensation Committee Interlocks and Insider Participation. None of the members of the CGNC during 2010 or as of the date of this proxy statement is or has been an officer or employee of the company, and no executive officer of the company served on the compensation committee or board of any company while that company employed any member of the CGNC or the company’s Board of Directors. Mr. Conway resigned from the CGNC in December 2010, prior to the appointment of Mr. Miller to the Board of Directors of Crown Holdings, Inc., the company for which Mr. Conway serves as Chairman of the Board, President and Chief Executive Officer.

 

Finance Committee. The principal functions of the Finance Committee are:

 

All of the members of this committee are independent within the meaning of the listing standards of the NYSE and the company’s standards of independence described above under the heading “Independence of Directors.” The Finance Committee met four times in 2010. The members of the Finance Committee are Ms. von Althann (chair), and Messrs. Conway, Deaver, Elliott and Williamson. Mr. W. Keith Smith, the former chair of the Finance Committee, resigned when he retired from the Board in May 2010. Mr. Elliott joined the Finance Committee in January 2011 when he was elected to the Board of Directors.

 

Nuclear Oversight Committee. The principal functions of the Nuclear Oversight Committee are:

 

 

All of the members of this committee are independent within the meaning of the listing standards of the NYSE and the company’s standards of independence described above under the heading “Independence of Directors.” The Nuclear Oversight Committee met three times in 2010. The members of the Nuclear Oversight Committee are Dr. Bernthal (chair), Messrs. Deaver, Graham and Rogerson, Dr. Heydt and Ms. von Althann.

 

Audit Committee. The primary function of the Audit Committee is to assist the company’s Board of Directors in the oversight of:

 

 

The Charter of the Audit Committee, which specifies the Audit Committee’s responsibilities, is available on our website (www.pplweb.com/about/corporate+governance). The Audit Committee met eight times during 2010. The members of the Audit Committee are not employees of the company, and the Board of Directors has determined that each of its Audit Committee members has met the independence and expertise requirements of the NYSE, the rules of the SEC and the company’s independence standards described above under the heading “Independence of Directors.” The members of the Audit Committee are Dr. Heydt (chair), Dr. Bernthal, Mr. Elliott and Ms. von Althann. Mr. W. Keith Smith resigned from the Audit Committee when he retired from the Board in May 2010. Mr. Elliott joined the Audit Committee in January 2011 when he was elected to the Board of Directors. Our Board of Directors has determined that Mr. Elliott and Ms. von Althann are audit committee financial experts as defined by the rules and regulations of the SEC.

 

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to, among other items, the integrity of the company’s financial statements. Company management is responsible for the preparation and integrity of the company’s financial statements, the financial reporting process and the associated system of internal controls over financial reporting and assessing the effectiveness of such controls. Ernst & Young LLP, the company’s principal independent registered public accounting firm, is responsible for auditing the company’s annual financial statements, expressing an opinion as to whether the financial statements present fairly, in all material respects, the company’s financial position and results of operations in conformity with U.S. generally accepted accounting principles, and expressing an opinion as to the effectiveness of internal control

over financial reporting in accordance with the Standards of the Public Company Accounting Oversight Board (PCAOB). The Audit Committee’s responsibility is to monitor and review these processes. PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the financial statements of LG&E and KU Energy LLC (LKE), a wholly owned subsidiary, for the period November 1, 2010 (date of acquisition) to December 31, 2010. Ernst & Young LLP referred to PricewaterhouseCoopers LLP’s audit opinion of LKE in their audit opinion of the company’s annual financial statements. The Audit Committee has reviewed and discussed the audited financial statements with management, as well as Ernst & Young LLP and PricewaterhouseCoopers LLP, hereinafter referred to as the “independent auditors.”

 

In its capacity as a Committee of the Board of Directors, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors. The independent auditors report directly to the Audit Committee, and the Audit Committee is responsible for preapproving all audit and permitted non-audit services to be provided by the independent auditors. The Audit Committee has a policy to periodically solicit competitive proposals for audit services from independent accounting firms. The Audit Committee has discussed with the independent auditors the matters required to be discussed by applicable Auditing Standards as periodically adopted or amended, and the rules of the Securities and Exchange Commission (SEC) including the appropriateness and application of accounting principles.

 

The Audit Committee has received the written disclosures and the letters from its independent auditors required by applicable requirements of the PCAOB and the American Institute of Certified Public Accountants (AICPA) regarding the independent auditors’ communications with the Audit Committee concerning independence, and has had discussions with the independent auditors about their independence. The Audit Committee also considered whether the provision of non-audit services by the independent auditors is compatible with maintaining the independence of such independent auditors.

 

In the performance of its responsibilities, the Audit Committee met periodically with the internal auditor and the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the company’s internal controls, and the overall quality of the company’s financial reporting.

 

The Audit Committee has reviewed and discussed, together with management and the independent auditors, management’s assessment of internal controls relating to the adequacy and effectiveness of financial reporting. The Audit Committee has also discussed with company management and the internal auditor the process utilized in connection with the certifications of the company’s principal executive officer and principal financial officer under the Sarbanes-Oxley Act of 2002 and related SEC rules for the company’s annual and quarterly filings with the SEC.

 

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements and management’s assessment of the effectiveness of the company’s internal control over financial reporting be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

The Audit Committee has a Committee Charter that specifies its responsibilities. The Committee Charter, which has been approved by the Board of Directors, is available on the company’s website (www.pplweb.com/about/corporate+governance). Also, the Audit Committee’s procedures and practices comply with the requirements of the SEC and the NYSE applicable to corporate audit committees.

 

 

The Audit Committee

 

 

The Board provides oversight of the company’s risk management practices. The Board reviews material risks associated with the company’s business plan periodically as part of its consideration of the ongoing operations and strategic direction of the company. At meetings of the Board and its committees, directors receive periodic updates from management regarding 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 CFO, the COO and the chief risk officer, or CRO.

 

Each of the committees of the Board, other than the Executive Committee, reports regularly to the full Board on risk-related matters. The committees also oversee the management of material risks that fall within such committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisers. The CRO communicates key risks to the Audit and Finance Committees. This communication includes the identification of key risks, emerging risks and how these risks are being managed.

 

A primary function of the Audit Committee is to assist the Board in the oversight of the identification and management of risk. More specifically, the Audit Committee is responsible for the review of the company’s process for identifying, assessing and managing business risks and exposures and discussing related guidelines and procedures. The Audit Committee regularly reviews risk management activities related to the financial statements, legal and compliance matters, information technology and other key areas. The Audit Committee also periodically meets in executive session with representatives from the company’s independent registered public accounting firm, the Executive Director-Corporate Audit Services and the Senior Director-Business Ethics and Compliance.

 

The Audit Committee also oversees the company’s enterprise risk management process. The CRO has responsibility for leading the company’s enterprise risk management process. The company’s Risk Management group and Corporate Audit Services department report to the Audit Committee regarding key risk matters. The Executive Director-Corporate Audit Services reports directly to the Audit Committee.

 

The Finance Committee is responsible for, among other items provided in its Charter, reviewing, approving and monitoring the policies and practices to be followed by the company and its subsidiaries in managing market risk, credit risk, liquidity risk and currency risk. The company’s internal Risk Management Committee is chaired by the CRO. The Risk Management Committee and the CRO serve at the direction of the Finance Committee to provide oversight of risk management activities related to buying and selling electric energy and gas, fuel procurement and the issuance of corporate debt.

 

The Compensation, Governance and Nominating Committee considers various risks including those related to the attraction and retention of talent, the design of compensation programs, succession planning, governance matters and the identification of qualified individuals to become board members. The company has determined that any risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the company.

 

The Nuclear Oversight Committee considers risks in connection with its responsibilities for oversight of the company’s nuclear function, including various risks related to ensuring the company has appropriate systems in place to protect the health and safety of the public and maintain compliance with applicable laws and regulations.

 

Annual Retainer. Directors who are company employees do not receive any separate compensation for service on the Board of Directors or committees of the Board of Directors. During 2010, directors who were not employees of PPL, except for Messrs. Rogerson and Williamson, received an annual retainer of $151,400, of which a minimum of $101,400 was mandatorily allocated to a deferred stock account under the Directors Deferred Compensation Plan, or DDCP. Messrs. Rogerson and Williamson, for the reasons explained below, received an annual retainer of $120,000, of which $70,000 was mandatorily allocated to a deferred stock account under the DDCP. The remaining $50,000 portion of the annual retainer for all

directors was paid in cash in monthly installments to each director, unless voluntarily deferred to their stock account or to their deferred cash account (as discussed below). The stock portion was allocated in monthly installments to each director’s deferred stock account.

 

In June 2008, the Board revised the terms of the annual retainer paid to directors for service on the Board. As described below in “— One-time Grant of Restricted Stock Units,” prior to the effective date of this revision, upon a director’s first-time election to the Board, the director received a one-time award of 7,000 deferred restricted stock units, or “Special Stock Units,” mandatorily allocated to the director’s deferred stock account in the DDCP. Special Stock Units are subject to a five-year restriction period and forfeiture in the event a director leaves the Board before the five-year restriction period lapses. Effective June 16, 2008, the award of Special Stock Units to newly elected directors was eliminated, and the mandatory deferred stock unit annual retainer was increased. The new retainer terms were applicable (1) to all new directors who join the Board on or after June 16, 2008, including Messrs. Elliott and Graham and Ms. von Althann, and (2) to ongoing directors serving on our Board as of June 16, 2008, beginning on January 1 of the year immediately following the year in which the restrictions on their Special Stock Units lapse. Because Messrs. Rogerson and Williamson joined the Board after most of the other Board members, except Messrs. Elliott and Graham and Ms. von Althann, their Special Stock Units did not vest until September 1, 2010 and they did not receive the increased deferred stock unit retainer until January 1, 2011. The increase to the portion of the annual retainer that is mandatorily allocated to a deferred stock account was to replace the loss in value of the Special Stock Units as they vest.

 

Each deferred stock unit represents the right to receive a share of PPL common stock and, except for the Special Stock Units, is fully vested upon grant, but does not have voting rights. Deferred stock units accumulate quarterly dividend-equivalent payments, which are reinvested in additional deferred stock units.

 

Effective January 1, 2011, the annual retainer increased by $5,100 for all directors, with a $2,000 increase to the cash portion and a $3,100 increase to the portion mandatorily allocated to a deferred stock account.

 

One-time Grant of Restricted Stock Units. Each non-employee director who was on the Board on January 1, 2004 received Special Stock Units as a one-time additional retainer equal to 7,000 deferred restricted stock units (which reflect the 2-for-1 common stock split completed in August 2005), which were mandatorily allocated to such director’s deferred stock account under the DDCP. Any new director joining the Board of Directors after that time, but before June 2008, also received this one-time additional retainer of Special Stock Units. These deferred stock units have a five-year restriction period and are subject to forfeiture if the director leaves the Board of Directors before the five-year restriction period ends. The five-year restriction period for most directors, except for Messrs. Rogerson and Williamson, lapsed on January 1, 2009. Messrs. Rogerson and Williamson did not receive their one-time awards until September 1, 2005, when they joined the Board, so their restrictions did not lapse until September 1, 2010. They began receiving the same mandatory deferral into their stock accounts as all of the other directors as of January 1, 2011. In June 2008, the Board eliminated the award of any new Special Stock Units to newly elected directors. As a result, no such award was granted to Mr. Graham when he joined the Board on July 1, 2008, to Ms. von Althann when she joined the Board on December 1, 2009, or to Mr. Elliott when he joined the Board on January 1, 2011, but each such director received the higher adjusted retainer.

 

Committee Retainers. During 2010, each committee chair, except for the Audit Committee Chair, received an annual cash retainer of $10,000, which was paid in monthly installments. The Audit Committee Chair received an annual cash retainer of $15,000 during 2010.

 

Presiding Director Retainer. The presiding director, who is also our “lead” independent director, receives an annual cash retainer of $30,000, which is paid in monthly installments.

 

Other Fees. During 2010, each non-employee director also received a fee of $1,500 for attending each Board of Directors meeting, committee meeting and other meetings at the company’s request, and a fee of $1,000 for participating in meetings held by telephone conference call. Effective

January 1, 2011, the fee for attending each meeting of the Board of Directors increased to $2,000 per meeting. PPL also reimburses each director for usual and customary travel expenses.

 

Directors Deferred Compensation Plan. Pursuant to the DDCP, non-employee directors may elect to defer all or any part of the fees and 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 as part of PPL’s 401(k) plans, including publicly available mutual funds, institutionally managed funds and “lifestyle funds” available from a mutual fund provider (for 2010, the lifestyle funds were Fidelity Investments’ Freedom Funds). The brokerage account option that is available to employees is not available to directors. For 2010, only two directors elected to defer any of their cash retainer or fees into a deferred cash account. These directors deferred cash into one or more of the following Fidelity funds, with the annual return shown for each fund: Fidelity Freedom 2020 (12.93%); Spartan Total Market Index (17.41%); JPM Core Bond R5 Fund (7.48%); and a stable value fund managed by Fidelity (2.39%). Payment of the amounts allocated to the deferred cash account and accrued earnings, together with the deferred stock units and accrued dividend equivalents, is deferred until after the directors’ retirement from the Board of Directors, at which time they receive the deferred cash and stock in one or more annual installments for a period of up to ten years as previously elected by the director.

 

The following table summarizes all compensation earned during 2010 by our non-employee directors.

 

 

 

 

All directors and executive officers as a group hold less than 1 percent of PPL’s common stock. The table below shows the number of shares of our common stock beneficially owned as of March 4, 2011 by each of our directors and each named executive officer for whom compensation is disclosed in the Summary Compensation Table, as well as the number of shares beneficially owned by all of our directors and executive officers as a group. The table also includes information about stock options, stock units, restricted stock, restricted stock units granted to executive officers under the company’s Incentive Compensation Plan, or ICP, and stock units credited to the accounts of our directors under the Directors Deferred Compensation Plan, or DDCP.

 

		Shares of
		Common Stock
Name		Owned(1)
F. M. Bernthal			68,417	(2)
J. W. Conway			66,201	(3)
E. A. Deaver			62,858	(4)(5)
S. G. Elliott			687	(6)
P. A. Farr			397,952	(7)
L. K. Goeser			30,022	(8)
S. E. Graham			14,458	(9)
R. J. Grey			358,670	(10)
S. Heydt			77,410	(5)(11)
J. H. Miller			1,273,482	(12)
C. A. Rogerson			20,616	(13)
W. H. Spence			383,858	(14)
V. A. Staffieri			80,940	(15)
N. von Althann			4,839	(16)
K. H. Williamson			20,616	(17)
All 21 executive officers and directors as a group			3,565,804	(18)

 

 

 

 

Based on filings made under Sections 13(d) and 13(g) of the Exchange Act, as of February 14, 2011, the only persons known by the company to be beneficial owners of more than 5% of PPL’s common stock are as follows:

 

 

 

 

To our knowledge, our directors and executive officers met all filing requirements under Section 16(a) of the Exchange Act during 2010.

 

The Board of Directors adopted a written related-person transaction policy in January 2007 to recognize the process the Board will use 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.

 

Under the policy, each related-person transaction must be reviewed and approved or ratified by the disinterested independent members of the Board, other than any employment relationship or transaction involving an executive officer and any related compensation, which must be approved by the Compensation, Governance and Nominating Committee, or CGNC. We collect information about potential related-person 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. We also 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 Board or the CGNC. Transactions that fall within the definition of the policy are reported to the Board or the CGNC. The disinterested independent members of the Board, or the CGNC, as applicable, review and consider the relevant facts and circumstances and determine whether to approve, deny or ratify the related-person transaction.

 

BlackRock, Inc. filed a Schedule 13G in February 2011, stating that it holds 6.22% of PPL’s common stock. As a result of beneficially owning more than 5% of PPL’s common stock, BlackRock is currently considered a “related person” under PPL’s related-person transaction policy. After conducting a review of any relationships between BlackRock and its subsidiaries and our company and its subsidiaries, the company determined that the company invests its short-term cash overnight in money market funds managed by BlackRock Institutional Management Corporation, which received fees in the amount of approximately $250,400 during 2010. Certain affiliates of BlackRock also provided asset management investment services for one of the company’s U.S. retirement plan trust and the company’s legacy pension trusts in the United Kingdom, all of which are separate from the company and are managed by independent trustees. These relationships were reviewed and ratified by the Board of Directors in compliance with the company’s related-person transaction policy.

 

FMR LLC filed a Schedule 13G in February 2011, stating that it holds 5.42% of PPL’s common stock. As a result of beneficially owning more than 5% of PPL’s common stock, FMR is currently considered a “related person” under PPL’s related-person transaction policy. After conducting a review of any relationships between FMR and its subsidiaries and our company and its subsidiaries, the company determined that affiliates of FMR provide a variety of services to the company under the general umbrella of “Fidelity Investments” in connection with our stock plans and benefit plans:

 

 

 

 

All of these relationships with FMR affiliates were reviewed and ratified by the company’s Board of Directors in compliance with the company’s related-person transaction policy.

 

The Compensation, Governance and Nominating Committee has reviewed the following Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussions with management, the committee recommended that the Compensation Discussion and Analysis be incorporated by reference into the company’s Annual Report on Form 10-K for the year ended December 31, 2010 and included in this Proxy Statement.

 

 

Compensation, Governance and Nominating Committee

 

 

Compensation Discussion and Analysis (“CD&A”)

 

Overview

 

The discussion below outlines our approach to executive compensation. In conjunction with the Compensation, Governance and Nominating Committee of the Board of Directors, or the Committee, we regularly review the appropriateness of the program in aligning executive compensation with the short- and long-term interests of shareowners. Recognizing the dynamic business environment over the past few years, the Committee’s 2010 review of the executive compensation program concluded that the program continued to meet its objectives and was in the best interest of shareowners.

 

As we describe in detail below, one of the central tenets of our approach to rewarding PPL executives is aligning executive rewards with value creation for our shareowners by providing a balanced approach to rewarding executives to achieve shorter-term business plan objectives as well as strategic, longer-term objectives.

 

Our executive compensation program performed exactly as designed during this period. When the company’s results did not meet its 2008 earnings forecast, the top executives of the company received no cash bonus. When the company exceeded earnings targets despite extremely challenging conditions in 2009 and 2010, executives were rewarded with above-target cash incentive awards.

 

The longer-term focus for our executives is encouraged through grants of restricted stock units, performance units and stock options, as well as a requirement that executives hold a significant amount of PPL common stock. In all cases, the executives of the company saw the value of this compensation drop as the company’s stock price remained relatively flat over the past several years. And, in the case of the performance units granted in 2008, the award was forfeited because total shareowner return failed to meet the threshold for receiving an award. Accordingly, the named executive officers received no value for this award in 2010.

 

Since mid-2008, PPL’s stock price has been pressured by the significant decline in wholesale power prices. Reflecting a long-term focus, in 2010 and early 2011, the executives of the company took steps to fundamentally transform PPL Corporation into a significantly larger, more financially robust company. This transformation was accomplished through the acquisitions of E.ON U.S. LLC, now known as LG&E and KU Energy LLC, or LKE, in Louisville, Kentucky, and the Central

Networks businesses in the United Kingdom, which not only have grown the company but also re-balanced its business mix.

 

These acquisitions of regulated enterprises were pursued and executed in a bold, yet deliberate fashion. In our industry, acquisition opportunities that clearly enhance shareowner value are few and far between. They also traditionally have been very difficult to bring across the finish line. These strategic initiatives underscore the value of a compensation program that encourages both long-term and short-term perspectives among our senior executive team.

 

As a result, our regulated operations will provide a significant majority of the company’s annual earnings and cash flows, materially improving our risk profile. This strategic objective was established, in part, in response to the relative contribution of competitive earnings and cash flows from our Supply business and the inherent volatility of these earnings and cash flows, which are driven by commodity market cycles.

 

For 2011 and beyond, we expect that our regulated businesses will produce an increasing proportion of our earnings, reducing our relative exposure to commodity market swings. In addition, our competitive supply segment is well-positioned to benefit when wholesale electricity markets rebound. This new balance in our business provides the company with the ability to thrive in a wide variety of future scenarios, which should benefit shareowners over the long term.

 

Our improved business mix also strengthens our financial stability and provides the potential to grow our already solid dividend in years to come.

 

During this time, the company has reviewed and, aside from minor adjustments, decided to maintain its general approach to direct compensation. We believe our compensation approach serves the company’s, as well as shareowners’, interests by attracting and retaining a highly qualified team of executives and by emphasizing both short-term earnings performance as well as long-term stock price and total return growth.

 

As we maintain a steady approach to paying executives to keep a balanced focus on both the shorter- and longer-term, we are confident that the recent strategic decisions management has made will position the company for improving financial performance and increased shareowner value going forward.

 

2010 Highlights

 

 

 

 

 

Objectives of PPL’s Executive Compensation Program

 

PPL’s executive compensation program is designed to recruit, retain and motivate executive leadership and align compensation with the company’s performance. Because executive officer performance has the potential to affect the company’s profitability, the elements of our executive compensation program are intended to further the company’s business objectives by encouraging and retaining leadership excellence and expertise, by rewarding our executive officers for sustained financial and operating performance, and by aligning executive rewards with value creation for our shareowners over both the short-and long-term.

 

A key component of the program is total direct compensation — salary and a combination of annual cash and stock-based incentive awards — which is intended to provide an appropriate, competitive level of compensation, to reward recent results and to motivate longer-term contributions to achieving the company’s strategic business objectives. We evaluate the direct compensation program as a whole, seeking to deliver a balance of current cash compensation and stock-based compensation. The program also balances a level of fixed compensation paid regularly — salary — with incentive compensation that varies with the performance of the company. The incentive compensation program focuses executive awards on annual and longer-term performance and, for executive officers including the named executive officers reflected in the Summary Compensation Table on page 52, provides the major portion of direct compensation in the form of PPL stock, ensuring that management and shareowner interests are aligned.

 

Other elements of PPL’s executive compensation program include: a target amount of stock ownership to align executive interests with those of our shareowners; a reasonable level of retirement income; and, in the event of special circumstances like termination of employment in connection with a change in control of PPL, special severance protection to help ensure executive retention during the change in control process and to ensure executive focus on serving the company and shareowner interests without the distraction of possible job and income loss.

 

To ensure appropriate alignment with business strategy and objectives and shareowner interests, the Committee regularly reviews the executive compensation program and each of its components.

 

Acquisition of E.ON U.S. LLC

 

On November 1, 2010, PPL acquired E.ON U.S. LLC, now known as LG&E and KU Energy LLC, or LKE, from the German company E.ON AG. In connection with the acquisition, PPL agreed to continue, for 24 months, specified components of the executive compensation program in place for the LKE executives on terms materially no less favorable in the aggregate than those executives’ then-current terms, including each executive’s annual base salary, annual cash incentive opportunity and long-term incentive opportunity. Additionally, for a smaller group of executives, PPL agreed to continue specified benefits such as a supplemental executive retirement plan, a non-qualified deferred compensation plan and certain perquisites.

 

Effective for 2011, PPL integrated the senior executives of LKE, including Victor A. Staffieri, a named executive officer of PPL and the Chairman of the Board, Chief Executive Officer and President of LKE, into the PPL executive compensation structure to the extent possible under the terms of the existing contracts and obligations with respect to the pre-acquisition program. In particular, we have aligned LKE performance measures for purposes of 2011 annual cash incentive awards with the PPL program and we have granted LKE senior executives PPL equity for the 2011 grants.

PPL modified the E.ON AG financial performance components in determining Mr. Staffieri’s 2010 annual cash incentive award. Instead of the annual cash incentive component previously based solely on E.ON AG financial performance, it was revised to be based on a combination of LKE and PPL financial performance. Specifically, PPL used LKE performance for the 10 months prior to the acquisition and PPL 2010 earnings per share performance for the two months following the acquisition.

 

In many respects, the LKE approach to executive compensation is similar to PPL’s approach. Pay levels and mix of forms of compensation are similar, though the LKE program contains certain features, particularly as pertains to perquisites, that PPL does not provide within its compensation approach. Many of those perquisites have been eliminated to align with PPL’s pay practices, as described below in “Perquisites and Other Benefits.”

 

Compensation Elements

 

Our executive compensation program consists of: (1) direct compensation; (2) indirect compensation; and (3) special compensation.

 

Direct Compensation

 

The direct compensation program includes salary, an annual cash incentive award and stock-based, long-term incentive awards. Stock-based incentive awards are granted in three forms of equity: restricted stock units, performance units and stock options.

 

Broadly stated, the direct compensation program is intended to reward:

 

 

In general, we offer a direct compensation program that is intended, in the aggregate and at target performance levels, to be competitive with that of companies of similar size and complexity, which are also the companies with which we compete for talent. The Committee and the company target direct compensation to be generally at the median of the competitive market. Each year, competitive data are provided by the Committee’s compensation consultant, Pay Governance, based on companies of similar size in terms of revenue scope, both in the energy services industry and general industry companies other than energy services or financial services companies. In providing these competitive data, Pay Governance uses published compensation surveys, (including Towers Watson’s Executive Compensation Database and Long-Term Incentive Report (approximately 809 corporate participants), Energy Services Industry Executive Compensation Database (approximately 102 corporate participants), and Benchmark Compensation Survey of Energy Trading and Marketing Positions (approximately 64 corporate participants)). When possible and appropriate, analyses are performed to size-adjust the survey data to achieve a closer correlation with the appropriate revenue scope for the applicable PPL business position. We do not generally review specific pay levels of individual survey companies, but rather review the statistical median of a large group of companies in order to better understand the market for executive-level positions with minimal year-to-year volatility that might exist when surveying a smaller group of companies. The result of these analyses produces a market median reference point we refer to as the “PPL competitive data,” which we believe appropriately reflects the competitive marketplace in which we compete for executive talent. General industry data determine the PPL competitive data used for staff positions and for purposes of maintaining internal equity across business lines and corporate positions for

setting incentive levels. Energy industry data are used as the PPL competitive data reference point for salaries of business line positions.

 

PPL competitive data are used in conjunction with the respective executive officer’s performance, expertise and experience for evaluating salary levels to ensure that PPL direct compensation remains competitive in the aggregate, as well as to set target incentive levels for different levels of executives. For example, salary amounts for a particular position are based on the chief executive officer’s assessment (other than with respect to his own compensation), with input from the chief operating officer and the chief financial officer, as appropriate, and the Committee’s assessment of the individual’s performance, expertise and experience. Total direct compensation in relation to other executives, as well as prior year individual performance and performance of the business line for which the executive is responsible, are also taken into consideration in determining any adjustment in pay level. Pay levels are reviewed based on the PPL competitive data provided by the compensation consultant’s analyses to ensure competitive pay is maintained to retain incumbent talent and to attract required expertise. The PPL competitive data are also used to ensure that recommended compensation levels provide competitive compensation for PPL executives over time.

 

In addition to assessing competitive trends and general pay levels, Pay Governance reports to the Committee regularly on recent and emerging compensation trends they perceive in the energy services industry.

 

The majority of direct compensation for executive officers consists of incentive compensation that varies with the performance of the company. A portion of incentive compensation is intended to reward annual or “short-term” performance; the rest consists of restricted stock units and performance units, which are intended to promote medium-term performance, and stock options, which are intended to promote longer-term stock price growth.

 

Table 1 below provides our allocation of direct compensation for our executive officers for 2010, which is shown as a percentage of total direct compensation. For example, the salary of the chief executive officer, or CEO, is targeted to represent less than 20% of his total direct compensation. Incentive compensation — annual and long-term — is targeted to represent more than 80% of our CEO’s direct pay, with over 60% stock-based and linked to longer-term financial performance.

 

TABLE 1

 

Elements of Targeted Compensation as a Percentage of Total Direct Compensation — 2010⁽¹⁾

 

 

 

 

Base Salary

 

We set base salaries to reward expertise and experience. Salaries are not “at risk” in the sense that, once established, they are paid regularly and are not contingent on attainment of specific objectives. Salaries are established annually based on the expertise and experience of each executive and sustained individual performance and performance of the business line for which the executive is responsible, if applicable. In determining individual performance, we review individual effectiveness, business line results, if applicable, and conformity with expected behavior based on PPL’s corporate values. Additionally, the critical need for a particular executive’s skill and an overall assessment of an executive’s pay in relation to others within the company are considered in determining an individual’s base salary. Once pay levels are established using this criteria, the Committee reviews the level of pay relative to the PPL competitive data.

 

Generally, we expect to pay salaries at the median of the PPL competitive data. Salaries are considered paid competitively if they are within 15% of the PPL competitive data median, or within the PPL competitive range for a particular position. For example, if the median of PPL competitive data for an executive position is $1,000,000, we consider appropriate market compensation for this position as ranging between $850,000 and $1,150,000, or 15% less than and 15% greater than the market reference point of $1,000,000. An executive’s salary is intended to be within this competitive range over time; accordingly, there is no established policy to prescriptively align with any particular market position and, based on individual circumstances, salary may exceed or fall below the competitive range.

 

Because target incentive award levels are set as a percentage of base salary, increases in salary also affect annual cash incentive award and equity incentive award opportunities.

 

In January of each year, the Committee reviews base salary levels for all executive officers, including the named executive officers.

 

At its meeting on January 21, 2010, the Committee approved base salaries for the named executive officers as described below, except for Mr. Staffieri:

 

TABLE 2

 

2010 Salary Adjustments by Position

(effective January 1, 2010 unless otherwise noted)

 

 

 

 

The Committee increased Mr. Miller’s salary in January 2010 in recognition of his leadership during a difficult economic period and wholesale commodity market and his management of the company, which exceeded earnings from ongoing operations targets for 2009. The Committee considered it appropriate, given Mr. Miller’s experience and expertise, that his salary and total direct compensation be in the upper half of the PPL competitive data.

 

The increase in base salary for Mr. Spence reflected his contribution to the success of the operations of PPL including the energy marketing and trading operations, the generation operations as well as in the company’s energy delivery operations. The Committee determined that Mr. Spence’s expertise and experience and his sustained performance justified his pay level, which includes salary just above the median and total direct compensation in the upper half of the PPL competitive data.

 

Mr. Farr and his organization successfully managed the financial positioning of the company in light of the challenging credit markets experienced during 2008 and 2009. Over the past few years, Mr. Farr’s pay has been in the lower half of the PPL competitive range as he gained experience in his role as CFO. His 2010 salary increase recognized his expertise and sustained performance and places his pay near the median of the PPL competitive data.

 

The salary increase for Mr. Grey reflected his continued effective performance and Mr. Miller’s and the Committee’s intention to reward his experience, expertise and sustained performance.

 

At its October 21, 2010 meeting, pursuant to the terms of the purchase and sale agreement and prior to the closing of the LKE acquisition, the Committee ratified Mr. Staffieri’s annual base salary at his then-current 2010 level of $811,220 effective as of the closing of the acquisition, as well as annual cash incentive target and long-term incentive target opportunities at his then-current 2010 level of 75% and 175% of annual base salary, respectively, each effective as of the closing of the acquisition.

 

Annual Cash Incentive Awards

 

The annual cash incentive award program is designed to reward annual performance compared to business objectives established at the beginning of the year. Unlike salary, where payment is a fixed amount paid regularly, this compensation element is “at risk” because awards are based on achievement of prescribed objective financial and operational results. Awards may vary from the target award (that is, the result at which payouts would be at 100% of the target opportunity) to the threshold or minimum payment of 50% of target or to the program maximum of 200% of target established for each position. No payment will be made if the corporate financial performance results are below the 50% payment threshold.

 

The Committee makes annual cash incentive awards to executive officers under the shareowner-approved PPL Corporation Short-term Incentive Plan. The awards are based on objective corporate financial and operational measures. Specific written performance objectives and business objectives are established by management and approved by the Committee during the first quarter of each calendar year. The Committee establishes target award levels, set as a percentage of salary for each executive, based on an internal comparison of executive positions and targeted at the approximate median of the PPL competitive data.

 

The annual cash incentive program is aligned with competitive practice where the typical payment range is 50% to 200% of the target. The program cutoff that was introduced in 2009 eliminates any annual cash incentive payments for executive officers for operating unit performance if performance on the corporate financial earnings per share, or EPS, goal is 20% or more lower than the target for the 2010 performance period. Previous to the 2009 performance period, even if EPS goal performance did not exceed the threshold, operating unit results may have produced an annual cash incentive award for executive officers other than the members of the CLC.

 

The Committee set the following target award levels for the PPL positions listed, except for Mr. Staffieri, for the 2010 annual cash incentive awards under the Short-term Incentive Plan, which did not change from 2009. The target award level for Mr. Staffieri is the 2010 target award level

previously set by E.ON AG and ratified by the Committee at its October 21, 2010 meeting prior to the LKE acquisition.

 

TABLE 3

 

Annual Cash Incentive Targets by Position for 2010

 

 

At its July 2010 and October 2010 meetings, the Committee conducted a review of the incentive compensation program design in light of the power market volatility, the changing mix of the company’s business and trends in industry compensation practices. The Committee concluded that the Short-term Incentive Plan component of the incentive compensation program was, for the most part, operating appropriately. The link between financial performance achieved and annual cash incentive awards for 2008, 2009 and 2010 for the named executive officers who serve on the Corporate Leadership Council, or CLC, demonstrates that our program design for annual cash incentive is aligned to our business objectives. Specifically, in 2008, PPL did not achieve the target EPS. Therefore, there was no annual cash incentive award made to the named executive officers who serve on the CLC for 2008. For 2009 and 2010, the named executive officers who serve on the CLC were eligible for annual cash incentive awards at levels above the pre-established objective earnings targets as a percentage of salary for achievement of higher-than-target EPS.

 

At its December 2010 and January 2011 meetings, after reviewing competitive data provided by Pay Governance, the Committee increased the target award level for the Executive Vice President and Chief Operating Officer position from the 85% shown above to 95% for the 2011 performance period. The target award level was increased to ensure internal equity with other executive positions and to be more reflective of market practice for companies that are comparable in revenue size to PPL.

 

At its March 2010 meeting, the Committee approved the performance goals for 2010 for those named executive officers who are members of CLC.

 

The corporate financial goal for 2010 represented 100% of the total award for the CLC members. There was no discretionary component to any awards for Messrs. Miller, Spence, Farr and Grey as they were fully based on pre-established objective financial measures. For Mr. Staffieri, the 20% portion of the annual incentive target originally attributable to E.ON AG financial performance was calculated by using the financial performance of LKE for the first 10 months of 2010 and PPL 2010 EPS performance for the last two months of 2010, representing a split of 83% and 17%, respectively.

The following table summarizes the weightings allocated to financial and operational results, by named executive officer position, for determining 2010 annual cash incentive awards:

 

TABLE 4

 

Annual Cash Incentive Weightings Applied to Financial and Operational Results

 

 

 

 

At its January 2011 meeting, the Committee reviewed 2010 performance results to determine whether the named executive officers had met pre-established 2010 performance objectives. Annual cash incentive awards are determined as summarized below by multiplying the financial results, and where applicable, operational results and individual performance, by the weightings in Table 4 above to determine the total performance result for each position. The total performance result is then multiplied by the target award opportunity as detailed in Table 3 above and then multiplied by salary as of December 31, 2010, the end of the performance period.

 

annual

target award

year-end

cash

results

×

weights

×

%

×

salary

=

incentive

(Table 4

)

(Table 3)

(Table 2

)

award

 

As a result, the Committee approved the following annual cash incentive awards, which are reflected in the Summary Compensation Table in the column headed “Non-Equity Incentive Plan Compensation.”

TABLE 5

 

Annual Cash Incentive Awards for 2010 Performance

 

 

 

 

As noted above, the total goal results are based on corporate financial results and, in the case of Mr. Staffieri, a combination of PPL corporate and LKE financial results, LKE segment financial results, LKE operational results and individual performance. The PPL financial objectives, described in detail below, are based on PPL’s business plan, which is approved annually by the Finance Committee of the Board of Directors. In the case of Mr. Staffieri, the segment financial and operational objectives are based on LKE’s business plan under E.ON AG prior to the acquisition.

 

Because Mr. Staffieri became an executive officer of PPL as of the acquisition on November 1, 2010, his 2010 annual cash incentive award was also determined by the Committee at its January 2011 meeting, along with other executive officers. Only that portion of his annual cash incentive attributable to November and December, the two months that LKE was owned by PPL Corporation, is reflected in the Summary Compensation Table.

 

Awards for the positions of the named executive officers over the most recent five years have ranged from 0% to 200% of target for the corporate executive officers.

 

Financial Results. Target PPL Corporation EPS for the annual cash incentive program was $2.87 for 2010, with a 200% payout maximum at $3.10 and a 50% payout threshold at $2.61. Results below $2.61 would result in a zero payout for Corporate Leadership Council members. The target EPS used for goal purposes is earnings per share from ongoing operations. No annual cash incentive awards would have been paid if EPS results were less than $2.36.

 

The PPL Corporation EPS achieved for purposes of the annual cash incentive program for 2010 was $3.13, which was above the target resulting in the 200% payment maximum.

 

Prior to the acquisition, 20% of Mr. Staffieri’s annual cash incentive target was based on E.ON AG earnings before interest and taxes, or EBIT, performance versus budget. Because E.ON AG would not be in a position to share financial information with LKE after the closing of the acquisition, and waiting for the public release of E.ON AG financial results would not be timely as to the normal PPL incentive award grants, the E.ON AG financial goal was replaced with a combination of LKE and PPL financial goals. The replacement goals consist of an adjusted LKE EBIT target of $490 million for the first 10 months of 2010 and PPL 2010 EPS performance for two months (a split of 83% - 17%). As such, the 20% portion of the annual incentive target originally attributable to E.ON AG financial performance was determined on this basis. The combined PPL and LKE financial results represent a combined financial result of 151.7%, with a total award result for Mr. Staffieri of 30.3% for the 20% corporate financial component.

 

Mr. Staffieri also had a 30% financial objective in 2010 to achieve the adjusted LKE EBIT target of $490 million. Actual achievement was $551 million, which represents slightly more than 110% of target and results in a 142% payout for that objective, which produced a total award result for Mr. Staffieri of

42.6% for the LKE financial component. Total award results for Mr. Staffieri are shown in Table 6 below.

 

Operational and Individual Results.

 

In addition to financial results, Mr. Staffieri’s 2010 annual cash incentive award was based on certain operating results and individual performance determined as follows.

 

Lost Time Injury Frequency (LTIF). Mr. Staffieri had an operational objective tied to “lost time injury frequency,” or LTIF. This measure was a specific goal established by E.ON AG. The achievement of the LTIF goal resulted in a payout percentage of 150%. The performance calculation of the LTIF is as follows:

 

 

Individual Performance. The final component of the annual incentive for Mr. Staffieri was performance against individual goals. These goals were established between Mr. Staffieri and his E.ON AG management at the beginning of 2010. At the end of the performance period, success was measured on a scale of 0 — 200% achievement.

 

Mr. Staffieri’s individual performance goals for 2010 were as follows:

 

 

In determining individual performance for the annual cash incentive award for Mr. Staffieri, the Committee considered the recommendations of Mr. Miller, the CEO. In developing his recommendations, the CEO consulted with the chief operating officer, or COO, and conducted a performance review at the end of the performance year with assessment input from the COO and the Vice President-Human Resources and Services of PPL. The assessment contained two dimensions — an assessment of attainment of overall objectives for the year, as well as an assessment of values behaviors and key attributes.

 

In particular, the Committee considered that, under Mr. Staffieri’s leadership: (1) LKE achieved the successful rate case goal with annualized revenue increase exceeding goal target of $187 million; (2) the quality of his operations’ regulatory relations was reflected in the KPSC approval of the rate case settlement without adjustments; (3) the achievement of the ECR recovery which fell short of the maximum target of $221 million and the GAAP budget capital spending at $610 million; and (4) LKE successfully updated the long-term financing planning model to adjust for the various tenets of proposed CO₂ legislation and calculated the impact of various proposals throughout the year. This

effort was expanded to cover a number of new proposed Environmental Protection Agency regulations.

 

The specific operational target objectives and weights for LKE that produced the total annual cash incentive goal results in Table 5 for Mr. Staffieri are detailed in Table 6 below.

 

TABLE 6

 

Annual Cash Incentive Goals and Results

V. A. Staffieri

 

 

Special Cash Incentive Award

 

The LKE acquisition was an extraordinary transaction for PPL. It was significant and precedent-setting, as it was the largest cash acquisition in the utility sector since 2007 and the second largest in over a decade. The strategic logic of the transaction was based on the view that a higher proportion of rate-regulated utility earnings would benefit our shareowners by providing long-term growth, strengthening support for our dividend and stabilizing credit ratings.

Given the strategic importance of the acquisition to PPL’s longer-term financial results, a special cash incentive award opportunity is being implemented for Messrs. Miller, Spence, Farr and Grey for the two-year performance period of 2011-2012.

 

Specific metrics must be achieved in order for PPL to realize the longer-term benefits of the acquisition for shareowners. At its March 2011 meeting, the Committee established a special limited eligibility, incremental cash incentive award designed to motivate the executives who are members of CLC to focus on specific acquisition metrics and realize the anticipated shareowner value from the acquisition.

 

The metrics for the special cash incentive are:

 

 

The target annual opportunities range from 55% to 75% of annual base salary, with individual payment ranging from 0 to 150% of target annual opportunity based on attainment of each metric within a range of performance of 90% to 120% of target over the two-year period 2011-2012. Each year will have specific metrics to be achieved, with one payment potential in 2013. If achievement of any metric is below 90% of target, no payment will be made for that metric. In addition to metric achievement, in each year, corporate EPS achievement must be no less than 85% of target. Complete details of this program will be fully discussed in the 2011 CD&A.

 

This incremental special award aligns with our overall compensation philosophy and structure. The payments, if made, would be based on superior performance that provides enhanced value to shareowners.

 

Long-term Incentive Awards (Equity Awards)

 

We grant long-term incentive awards to align the interests of the executive officers with those of our shareowners. Long-term incentive awards for executive officers are made annually under the shareowner-approved PPL Corporation Incentive Compensation Plan.

 

The long-term incentive program is designed to reward mid- and long-term performance and is composed of three awards:

 

 

General

 

We grant restricted stock unit awards based on the achievement of targeted business results, which is currently the most recent three-year average of corporate financial results as determined for the annual cash incentive program. Restricted stock unit awards provide executives the right to receive an equivalent number of shares of PPL common stock after a restriction or holding period. These grants are therefore “at risk” because awards may vary from zero to the program maximum of 200% of target. Restricted stock unit awards are also “at risk” compensation because the awards are denominated in shares of PPL stock and are subject to vesting and potential forfeiture, and the ultimate value realized by the executives is directly related to PPL’s stock price performance.

 

Restricted stock unit awards granted in 2011, based on company performance prior to 2010, have a three-year restriction period, with restrictions scheduled to lapse in 2014. During the restriction period, each restricted stock unit entitles the executive to receive quarterly payments from the company equal

to the quarterly dividends on one share of PPL stock, thereby recognizing both current income generation and stock price appreciation or depreciation in line with PPL shareowners.

 

Performance units are a total shareowner return-based performance unit award under which executives receive a target number of performance units at the beginning of the performance period, with the actual amount of shares of common stock earned at the end of the performance period dependent on the three-year total shareowner return results of the company compared to the total return of companies in the S&P Electric Utilities Index. Total shareowner return reflects the combined impact of changes in stock price plus dividends reinvested over the performance period. The performance unit awards provide executives the right to receive a number of shares of PPL common stock based on PPL total shareowner return relative to industry peers. Performance units are granted at the beginning of a three-year performance period and are payable in shares of PPL common stock following the performance period. Cash or stock dividend equivalent amounts payable on PPL common shares are converted into additional performance units and are payable in shares of PPL common stock at the end of the performance period based on the determination by the Committee of whether the performance goals have been achieved. These grants are “at risk” because total shares distributed at the end of the performance period, including shares distributed in respect of the performance unit grant itself and all reinvested cash or stock dividend equivalents, may vary from zero to the program maximum of 200% of target and are subject to potential forfeiture. The ultimate value realized by the executives is directly related to PPL’s total shareowner return relative to its industry peers and to PPL’s stock price performance. The Committee has no discretion to provide for payment of the performance units absent attainment of the stated target levels.

 

We also grant stock options. Stock options provide the holder the right to purchase PPL stock at a future time at an exercise price equal to the closing price of PPL stock on the grant date. Stock options normally will not be exercised by the holder if the stock price does not increase after the grant date. As a result, stock option awards are designed to reward executives for increases in PPL’s stock price.

 

Stock options granted in 2010 become exercisable over three years — one-third at the end of each anniversary of the grant date — and are exercisable for 10 years from the grant date, subject to earlier expiration following specified periods after termination of employment.

 

Under the terms of the company’s Incentive Compensation Plan, restricted stock units, performance units and unvested stock options are forfeited if the executive voluntarily leaves PPL and generally become vested if the executive retires from the company prior to the scheduled vesting date. However, any stock options granted within 12 months prior to an executive officer’s retirement date will be forfeited. See “Termination Benefits — Long-term Incentive Awards” for a description of conditions of the provisions and expiration dates applicable to awards.

 

From time to time, as an additional incentive to encourage and reward an executive’s superior performance and service with PPL and to retain key talent, we may also grant additional restricted stock or stock units under our company’s Incentive Compensation Plan. See “Retention Agreements” on page 68 for previous additional restricted stock awards granted to Messrs. Miller and Farr and a 2010 restricted stock unit award granted to Mr. Staffieri as a retention measure and in consideration for the loss of certain perquisites previously provided by LKE.

 

During 2010, the company undertook a review of its incentive compensation program in light of market conditions and evolving trends in industry compensation practices to ensure continued appropriateness and considering the loss of value of outstanding equity held by our executives due to depressed stock prices and “under water” stock options. The Committee approved a continuation of the current program structure but also approved changes to the total shareowner return-based performance unit award as noted below.

Structure of Awards

 

The Committee introduced the performance unit component of the long-term incentive program in 2008. At the same time, the Committee also rebalanced the value of the three stock-based components to the following percentages of an executive’s total long-term incentive opportunity: 40% restricted stock units; 20% performance units; and 40% stock options. This decision was based on changes recognized in market practice and on the Committee’s view of the appropriate balance of the three forms of stock-based compensation. The Committee made no changes to this balance for 2010.

 

Target award levels for each component of the long-term incentive program seek to balance executive focus on the company’s business objectives, to balance the internal compensation levels of executive positions and to reflect the PPL competitive data. The target award levels for the named executive officers, with the exception of Mr. Staffieri, were set by the Committee. In the case of Mr. Staffieri, target award levels, set as a percentage of salary for 2010, by E.ON AG prior to the LKE acquisition, were ratified by the Committee as of the closing of the acquisition, consistent with the terms of the related purchase and sale agreement, and are provided below:

 

TABLE 7

 

Long-term Incentive Award Targets

 

 

 

 

Restricted Stock Unit Awards

 

A restricted stock unit award is made by the Committee after the end of each year, based on the most recent three-year average financial results of the annual cash incentive program. Grants are subject to a three-year restriction period:

 

target award %

×

salary

×

3-year average EPS results

¸

market price of PPL stock as of award date

=

number of units granted

 

This award is designed to reward sustained financial performance.

Performance Unit Awards

 

A grant of performance units is made each year at each executive’s target award level:

 

target award %

×

salary

¸

market price of PPL stock as of award date

=

number of units granted

 

At the end of the performance period, PPL total shareowner return, or TSR, for the three-year period will be compared to the total return of companies in the S&P Electric Utilities Index. The Committee will determine whether the performance goals are satisfied. Upon certification that the performance goals have been satisfied, the performance units and reinvested dividend equivalents will vest and will be paid based on the following table. Percentile ranks falling between the thresholds listed below will result in a payout calculated on a linear basis between payout thresholds (for example, a percentile rank of 45% would result in a payout at 75% of target).

 

 

This award is designed to reward performance relative to our industry peers. Performance units are payable in shares of PPL common stock and the reinvested cash dividend equivalents and any stock dividend equivalents are payable in additional shares of PPL common stock, each after the three-year performance period and after the Committee has determined that the performance goals are satisfied.

 

The performance unit component of the long-term incentive program was first introduced for the 2008 to 2010 performance period, with the inaugural grant in 2008 and potential payout in early 2011. At its January 2011 meeting, the Committee reviewed the results for the performance period of the inaugural performance unit grant. The three-year performance period ended December 31, 2010, and in accordance with the terms of the grant, the Committee was required to determine whether the performance goals were satisfied and certify the results. The results did not meet the minimum level for any award, and therefore, the units previously granted were forfeited according to program provisions. Accordingly, the named executive officers realized no value from this award.

 

At its July 2010 and October 2010 meetings, the Committee reviewed the long-term incentive compensation component as part of its overall review of the incentive compensation program design. To better align with competitive practice, the Committee approved a change to the measurement method to average share price over a period of a number of days at the beginning and end of the performance period rather than using a single day to determine the measurement points. Additionally, as noted below for the 2011 awards, the Committee approved a minimum payment amount.

 

Stock Option Awards

 

A grant of stock options is made each year at each executive’s target award level:

 

target award %

×

salary

¸

option value as of award date

=

number of options granted

 

This award is designed to promote stock price growth.

The value of the long-term incentive awards as of the grant date, based on the targets, delivers a level of total direct compensation intended to pay executive officers at a level that compares to the median of the PPL competitive data. The ultimate value of long-term incentive awards to executives is tied to the future value of PPL’s total shareowner return — stock price growth and dividends. To the extent total shareowner value increases, executives may realize values that exceed the values as determined on the grant date. Similarly, should shareowner value decline, executive compensation levels for these awards could fall below the grant values, possibly to zero.

 

Based on PPL’s stock price as of the filing of this proxy statement, stock option awards granted since 2005 have no current value because the current market price is below the grant price of each option. Based on future stock price performance, outstanding options may realize positive value if PPL’s stock price increases. The recent acquisitions by the company and continued operational excellence are expected to enhance future stock value for shareowners and PPL executives.

 

Awards for 2010

 

At its January 2010 meeting, the Committee approved performance unit and stock option awards for 2010.

 

At its meeting in January 2011, the Committee reviewed and certified the performance results for the 2010 cash incentive compensation award. These results impact the following restricted stock unit award granted in January 2011 for 2010 performance:

 

 

The Committee also approved restricted stock unit awards for 2010 performance for the named executive officers, excluding Mr. Staffieri who will be eligible for a restricted stock unit award under the PPL plan for 2011 performance in 2012. The 2010 awards are set forth in the table below. The restricted stock unit awards included in the Summary Compensation Table for 2010 were granted in January 2010, but were part of the 2009 compensation package for the named executive officers. The awards for 2010 performance below will be included in the Summary Compensation Table for 2011 as they were granted in 2011.

 

TABLE 8

 

Long-Term Incentive Awards for 2010

 

 

 

 

Changes to the Long-Term Incentive Program for 2011

 

The Committee’s analysis did not suggest any material changes in the design of the performance unit awards. However, given market volatility and the program objective that the program be retentive as well as effective in motivating executives, the Committee approved a modification to the program that will only affect future grants, beginning with the 2011 grants.

 

Within the performance unit award, PPL currently uses a 40^th percentile threshold below which no payout is made. An award is paid at 50% of target if 40^th percentile performance is achieved, and an award is paid at target (100%) if 50th percentile performance is achieved. Introducing a “floor” or threshold payment would provide a minimal payout, similar to a time-vested restricted stock grant, and is consistent with the competitive practice of granting time-vested restricted stock. The Committee agreed to change the program starting with the 2011 awards to include a 25% of target award threshold payment. The performance period for the 2011 grant will conclude on December 31, 2013.

 

Perquisites and Other Benefits

 

As a general rule, PPL provides remuneration through the direct compensation program — salary, annual cash incentive and long-term incentive opportunities — and indirect executive benefits such as supplemental executive retirement (SERP) and non-qualified deferred compensation opportunities. Additionally, PPL provides carefully selected executive perquisites, consistent with market practices, that serve a direct business interest, such as financial planning services to assist executives who generally have more complex financial situations than regular employees and severance protection in the event of termination of employment under limited circumstances.

 

Officers of the company, including the named executive officers, are eligible for company-paid financial planning services. These services include financial planning, tax preparation support and a one-time payment for estate documentation preparation. These services are provided in recognition of time constraints on busy executives and their more complex compensation program that requires professional financial and tax 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 that the objectives of our compensation programs are met and not frustrated by unexpected tax or other consequences.

 

As an executive of E.ON AG, Mr. Staffieri previously received certain perquisites that PPL does not generally provide to its executives. Effective November 1, 2010, in consideration of our mutual concerns, and our interest in retaining Mr. Staffieri to lead LKE, we compensated Mr. Staffieri for loss of certain perquisites and memorialized their elimination with a retention agreement in the form of a restricted stock unit grant. The perquisites that were eliminated include (i) all tax gross-up payments on perquisites; (ii) employer-paid country club membership; and (iii) employer-paid use of air transportation for any non-business purpose. The details of Mr. Staffieri’s retention award are included under “Retention Agreements” on page 68. Under the terms of his amended and restated employment agreement, Mr. Staffieri continues to receive an executive car allowance under LKE’s Executive Automobile Policy, which provides for the lease of an eligible program vehicle, and executive life insurance, which provides LKE-paid life insurance in the amount of $2 million. Basic PPL life insurance, generally available to most U.S. employees, equals two times annual salary.

 

The value of all perquisites received by our named executive officers for 2010 is summarized in Note 7 to the Summary Compensation Table and includes Mr. Staffieri for the two months following the November 1, 2010 acquisition.

Indirect Compensation

 

Officers of the company, including the named executive officers, participate in benefit programs offered to all PPL employees, or in the case of Mr. Staffieri, all LKE employees. In addition, officers, except for Mr. Staffieri who is covered under the LKE executive benefit plans, are eligible for the executive benefit plans referenced below. LKE executive benefit plans are identified and discussed separately below. In the short-term, benefits for Mr. Staffieri will continue to be provided under the LKE benefit programs. In the longer-term, we plan to integrate Mr. Staffieri and the other LKE executives into PPL’s executive benefits programs.

 

The company’s retirement income benefits are designed to provide a competitive level of income replacement in retirement for career executives. The primary retirement income program for executives consists of two plans: (1) the PPL Retirement Plan, a tax-qualified, defined benefit pension plan available to employees of the company generally; and (2) the Supplemental Executive Retirement Plan, or SERP, a nonqualified defined benefit pension plan available for officers of the company.

 

We have established a retirement income target for the PPL Retirement Plan and SERP for executives at 55% of pay (defined as five-year average total cash compensation) for a career employee with 30 years of service. Additional details on these plans are provided under “Executive Compensation Tables — Pension Benefits in 2010.”

 

The company’s SERP benefits are competitive relative to companies with which it competes for talent and are necessary to retain executives and to recruit new executives to join the company.

 

The primary capital accumulation opportunities for executives are: (1) stock gains under the company’s long-term incentive program and employee stock ownership plan; and (2) voluntary savings opportunities that, for 2010, included savings through the tax-qualified employee savings plan, which is a 401(k) plan (our PPL Deferred Savings Plan), and the Officers Deferred Compensation Plan, which is a nonqualified deferred compensation arrangement.

 

Under the PPL Deferred Savings Plan, the company provides matching cash contributions of up to 3% of the participating employee’s pay (defined as salary plus annual cash incentive award) up to contribution limits imposed by federal tax rules. Participating employees are vested in the company matching contributions after one year of service. This plan provides a selection of core investment options, including publicly available mutual funds, institutionally managed funds and “lifestyle funds” available from a mutual fund provider (for 2010, the lifestyle funds were Fidelity Investments’ Freedom Funds). The plan investment options also include a brokerage account option that allows participants to select from a broad range of publicly available mutual funds, including those of the plan trustee as well as competitor funds. Participants may request distribution of their accounts at any time following termination of employment.

 

Our Officers Deferred Compensation Plan permits participants to defer up to all but $75,000 of their base salary and up to all of their annual cash incentive awards. A hypothetical account is established for each participant who elects to defer, and the participant selects one or more investment choices that generally mirror those that are available generally to employees under the PPL Deferred Savings Plan. For additional details on the Officers Deferred Compensation Plan, see “Executive Compensation Tables — Nonqualified Deferred Compensation in 2010” table on page 64. Matching contributions are made under this plan on behalf of participating officers to make up for matching contributions that would have been made on behalf of such officers under the PPL Deferred Savings Plan but for the imposition of maximum statutory limits on qualified plan benefits (for example, annual limits on eligible pay and contributions). Executive officers who reach the maximum limits in the PPL Deferred Savings Plan are generally eligible for matching contributions under the Officers Deferred Compensation Plan. There is no vesting requirement for the company matching contributions. Retirement benefits and capital accumulation contributions under the Officers Deferred Compensation Plan are not affected by any long-term incentive or equity awards.

The company also has a tax-qualified employee stock ownership plan, the PPL Employee Stock Ownership Plan, or ESOP, to which the company makes an annual contribution. Historically, the company has contributed a dollar amount to the ESOP that is equal to the tax benefit it receives for a tax deduction on dividends paid on PPL common stock held by the trustee of the ESOP. Contributions are then allocated among the ESOP participants based on the following two measures: (1) the amount of total dividends paid on the participant’s account; and (2) a pro rata amount based on salary up to a median salary amount. The total allocation cannot exceed 5% of a participant’s compensation. The ESOP trustee invests exclusively in the company’s common stock. All named executive officers except Mr. Staffieri participate in the ESOP, as well as employees of the company’s major business lines (except LKE). Shares held for a minimum of 36 months are available for withdrawal, and participants may request distribution of their account at any time following termination of employment. There is no vesting period for contributions made under the ESOP. The participant has the option of receiving the actual shares of common stock or the cash equivalent of such shares at the time of withdrawal or distribution.

 

There are similar employee benefits, such as a retirement plan and savings plan, and executive benefits such as a supplemental executive retirement plan and a non-qualified deferred compensation plan, in place for Mr. Staffieri and other LKE executives that provide retirement income benefits and capital accumulation opportunities for executives. See “LG&E and KU Retirement Plan” at page 60 and “LG&E and KU Supplemental Executive Retirement Plan” on page 61, and the description of the LG&E and KU Nonqualified Savings Plan at “Nonqualified Deferred Compensation in 2010” at page 64. Over the next few years, it is expected that the LKE executive benefits programs will be aligned to the PPL programs.

 

Special Compensation

 

In addition to the annual direct and indirect compensation described above, the company provides special compensation under certain specific situations.

 

Hiring and Retention. As part of the executive recruiting process, the company makes offers of employment to new executive candidates that will attract talent to the company and compensate these candidates for compensation they may lose when terminating employment with their prior employer.

 

Generally, annual compensation for new executive officers is consistent with that of current executives in similar positions. Incentive awards for the year of hire are generally prorated for the period of service during the executive’s initial year of employment and made after the end of the year. One-time awards may be made in restricted stock or restricted stock units to replace awards a new executive may be losing from a former employer or as part of a sign-on award to encourage an executive to join the company.

 

In limited circumstances, generally involving mid-career hirings or, as needed, as part of a merger or acquisition, the company may enter into retention agreements with key executives to encourage their long-term employment with the company. These agreements typically involve the grant of restricted stock or restricted stock units on which the restrictions lapse after a period of time that may vary on a case-by-case basis. During the term of the restrictions, the executive receives dividends or dividend equivalents. The intention is to retain key executives for the long-term and to focus the executive’s attention on stock price growth during the retention period.

 

Individual awards vary based on an executive’s level, company service and the need for retention and/or the market demand for an executive’s talent. The amount of an award is typically a multiple of salary converted to restricted stock as of the grant date. For specific details on retention agreements that are outstanding for named executive officers, see “Retention Agreements” on page 68.

 

Severance. We generally do not enter into traditional employment agreements with executive officers. As agreed to in the acquisition of LKE, however, we agreed to honor the terms and conditions of the employment and severance agreement Mr. Staffieri had with E.ON U.S. LLC prior to PPL’s acquisition. The terms of Mr. Staffieri’s employment and severance agreement with E.ON U.S. LLC were amended

and restated as of the closing of the LKE acquisition. Both the current and prior versions of the agreement provide severance, change in control protection (pertaining to a change in control of LKE) and other benefits on substantially similar terms, which are described below at “Employment and Severance Agreement for Mr. Staffieri” at page 69. The agreement provides for changes needed to reflect PPL’s acquisition of LKE, Mr. Staffieri’s retention with LKE and his anticipated role at the company and LKE after the acquisition.

 

There are no other specific agreements pertaining to length of employment that would commit the company to pay an executive for a specific period. Generally, our executives are “employees-at-will” whose employment is conditioned on performance and subject to termination by the company at any time.

 

We do not maintain a general severance policy for executives. Separation benefits are determined, as needed, on a case-by-case basis. However, as discussed below, there is a structured approach to separation benefits for involuntary (and select voluntary or “good reason” as defined in “Change-in-Control Arrangements” below on page 65) terminations of employment in connection with a change in control of PPL Corporation for Messrs. Miller, Spence, Farr and Grey.

 

The company has entered into agreements with certain executives, typically in connection with a mid-career hiring situation and as part of our offer of employment, in which we have promised a year’s salary in severance pay in the event the executive is terminated by the company for reasons other than cause. Severance benefits payable under these arrangements are conditioned on the executive agreeing to release the company from any liability arising from the employment relationship. Additional details on current arrangements for named executive officers are discussed under “Termination Benefits” below at page 68.

 

Change-in-Control Protections. The company believes executive officers who are terminated without cause or who resign for “good reason” (as defined in “Change-in-Control Arrangements” below at page 65) in connection with a change in control of PPL Corporation should be provided separation benefits. These benefits are intended to ensure that executives focus on serving the company and shareowner interests without the distraction of possible job and income loss.

 

The major components of the company’s change-in-control protections are:

 

 

The company’s change-in-control benefits are consistent with the practices of companies with whom PPL competes for talent and assist in retaining executives and recruiting new executives to the company.

 

Accelerated Vesting of Equity Awards. As of the close of a transaction that results in a change in control of PPL Corporation, all outstanding equity awards granted as part of the company’s compensation program (excluding restricted stock and restricted stock units issued pursuant to retention agreements) become available to executives. As a result, the vesting and exercisability of stock awards and option awards granted as part of the long-term incentive program accelerate — in other words, restrictions on all outstanding restricted stock units lapse, a pro rata portion of performance units become payable and all unexercisable stock options become exercisable. Stock options granted prior to 2007 are exercisable for 36 months following a qualifying termination of employment in connection with a change in control; options granted in 2007 and after are, after a change in control, exercisable for the remaining term of the stock option.

Severance Benefits. The company has entered into severance agreements with Messrs. Miller, Spence, Farr and Grey that provide benefits to the executives upon specified terminations of employment in connection with a change in control of PPL Corporation. The benefits provided under these agreements replace any other severance benefits provided to these officers by PPL Corporation or any prior severance agreement. Additional details on the terms of these severance agreements are described in “Change-in-Control Arrangements” at page 65.

 

As stated previously, Mr. Staffieri had an employment and severance agreement with LKE. The terms of this agreement were amended and restated effective as of the closing of the LKE acquisition with a term of 24 months. The terms of this arrangement, described below at “Employment and Severance Agreement for Mr. Staffieri” at page 69, provides benefits to Mr. Staffieri in the event of a change-in-control of LKE and does not provide protection in the event of a change in control of PPL Corporation.

 

Rabbi Trust. The company has entered into trust arrangements that currently cover PPL compensation programs, namely the SERP, the Officers Deferred Compensation Plan, the severance agreements and the DDCP. These trust arrangements provide that specified trusts are to be funded when a “change in control” occurs. See “Change-in-Control Arrangements” at page 65 for a description of change-in-control events.

 

The trusts, which specifically relate to programs managed by PPL and do not currently cover the LKE programs, are currently unfunded but would become funded upon the occurrence of a potential change in control. The trust arrangements provide for immediate funding of benefits upon the occurrence of a potential change in control, and further provide that the trusts can be revoked and the contributions returned if a change in control in fact does not occur. There are no current plans to fund any of the trusts.

 

Timing of Awards

 

The Committee determines the timing of incentive awards for executive officers.

 

Incentive awards for executive officers, including annual cash incentive awards and long-term incentive awards, are made as soon as practical following the performance period for performance-based cash and restricted stock unit awards and early in the year for forward-looking performance unit and stock option awards. It has been the company’s long-time practice to make annual cash incentive awards and stock-based grants at the January Committee meeting, which occurs the day before the January Board of Directors meeting on the fourth Friday of January.

 

We do not have, nor do we plan to have, any program, plan or practice to time equity grants with the release of material non-public information other than the practice of making such awards annually and regularly at the January Committee meeting.

 

For awards made in 2010, the market price for restricted equity award grants was the closing price of PPL common stock on the date of grant. The exercise prices for stock option awards are determined as of the closing price on the day of the grant.

 

Off-cycle restricted stock, restricted stock unit, performance unit or stock option grants, if provided to newly hired executives as part of the hiring package, are made from time to time, normally as of the new executive’s hiring date. Prices for such stock awards are determined as of the day of hire or, if later, the day the Committee approves the grant, based on the closing price as of the date of grant.

 

Ownership Guidelines

 

Meaningful ownership of PPL common stock by executives has always been an important part of the company’s compensation philosophy. In 2003, the Committee adopted specific ownership requirements under the Executive Equity Ownership Program (“Equity Guidelines”). The Equity Guidelines, amended in January 2011 to include LKE executives, provide that executive officers should maintain

levels of ownership of company Common Stock ranging in value from two times to five times base salary, as follows:

 

		Multiple of
		Base
Executive Officer		Salary
Chairman, President and CEO		5x
Executive Vice Presidents		3x
Senior Vice Presidents		2x
Presidents of major operating subsidiaries, including Mr. Staffieri		2x

 

Executive officers at a particular guideline level must attain their minimum Equity Guidelines level by the end of their fifth anniversary at that level. If an executive does not attain the guideline level within the applicable period, he or she must not sell any shares and will be required to retain shares acquired upon the exercise of stock options or upon the lapsing of restrictions on shares of restricted stock, restricted stock units or performance units, in each case net of required tax withholding, in PPL common stock until the guideline level is achieved. In addition, annual cash incentives awarded after that date may be in restricted stock unit grants until actual ownership meets or exceeds the guideline level.

 

To assist executive officers in achieving or surpassing their minimum ownership amount, the Committee previously adopted the Cash Incentive Premium Exchange Program (“Premium Exchange Program”), which expired in January 2009. Under this program, executives could elect to defer all or a portion of their annual cash incentive award and receive instead restricted stock units equal to 140% of the amount so deferred (an “Exchange”). The restricted stock units are subject to a three-year vesting period. Executive officers forfeit the 40% premium amount if they terminate employment during the restriction period. A pro rata portion of the premium is payable for executive officers who retire after attaining age 60. The full premium is payable if employment is terminated during the restriction period due to the death or disability of the executive officer. The full premium is also payable in connection with a change in control of PPL Corporation.

 

The Equity Guidelines encourage increased stock ownership on the part of the executive officers, which further aligns the interests of management and shareowners. All named executive officers were in compliance with the Equity Guidelines as of December 31, 2010.

 

Tax and Accounting Considerations

 

Section 162(m). Section 162(m) of the Internal Revenue Code generally provides that publicly held corporations may not deduct in any taxable year specified compensation in excess of $1,000,000 paid to the CEO and the next three most highly compensated executive officers (excluding the principal financial officer). Performance-based compensation in excess of $1,000,000 is deductible if specified criteria are met, including shareowner approval of applicable plans. In this regard, the PPL Corporation Short-term Incentive Plan is designed to enable us to make cash awards to officers that are deductible under Section 162(m). Similarly, the PPL Corporation Incentive Compensation Plan enables us to make stock option awards that are deductible under Section 162(m). Restricted stock awards granted based on sustained financial and operational results may also qualify as performance-based compensation under the terms of Section 162(m). The Committee generally seeks ways to limit the impact of Section 162(m). However, the Committee believes that the tax deduction limitation should not compromise our ability to establish and implement incentive programs that support the compensation objectives discussed above. Accordingly, achieving these objectives and maintaining required flexibility in this regard may result in compensation that is not deductible for federal income tax purposes.

 

Sections 280G and 4999. We have entered into separation agreements with Messrs. Miller, Spence, Farr and Grey that provide benefits to the executives upon specified terminations of employment in connection with a change in control of PPL Corporation. The agreements provide for tax protection in the form of a gross-up payment to reimburse the executive for any excise tax under Internal Revenue

Code Section 4999, as well as any additional income and employment taxes resulting from such reimbursement.

 

Section 4999 imposes a 20% non-deductible excise tax on the recipient of an “excess parachute payment,” and Code Section 280G disallows the tax deduction to the payor of any amount of an excess parachute payment. Payments as a result of a change in control must equal or exceed three times the executive’s base amount, a five-year average compensation as defined by the IRS, in order to be considered excess parachute payments, and then the lost deduction and excise tax is imposed on the parachute payments that exceed the executive’s base amount. The intent of the tax gross-up is to provide a benefit without a tax penalty to our executives who are displaced in the event of a change in control. We believe the provision of tax protection for the adverse tax consequences imposed on the executive under these rules is consistent with market practice, is an important executive retention component of our program and is consistent with our compensation objectives.

 

Section 409A. The Committee also considers the impact of Section 409A of the Internal Revenue Code on the company’s compensation programs. Section 409A was enacted as part of the American Jobs Creation Act of 2004 and substantially impacts the federal income tax rules applicable to nonqualified deferred compensation arrangements, as defined in the Section. In general, Section 409A governs when elections for deferrals of compensation may be made, the form and timing permitted for payment of such deferred amounts and the ability to change the form and timing of payments initially established. Section 409A imposes sanctions for failure to comply, including inclusion in current income of a 20% penalty tax and interest on the recipient employee. The company operates its covered arrangements in a manner intended to avoid the adverse tax treatment under Section 409A. The company has amended its executive compensation plans in a manner intended to comply with IRS final regulations under Section 409A.

 

ASC Topic 718. Under the guidance of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (formerly, FASB Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” which was known as SFAS 123(R)), the following methods are used by PPL to determine the aggregate grant date fair value of PPL’s stock based awards: (1) the market price of its common stock at the date of grant is used to value its restricted stock and restricted stock unit awards; (2) a Monte Carlo pricing model that considers historic volatility over three years using daily stock price observations for PPL and all companies that are in the S&P Electric Utilities Index is used to determine the fair value of each of its performance unit awards; and (3) the Black-Scholes stock option pricing model is used to determine the fair value of its stock option awards.

 

In addition, because the restricted stock unit awards granted for 2010 performance of the named executive officers were not granted until January 2011, these awards will be included in next year’s, and not this year’s, Summary Compensation Table and next year’s, and not this year’s, Grants of Plan-Based Awards table, and the amounts in this year’s Summary Compensation Table will not tie directly to the values determined by our compensation grant methodology.

 

The following table summarizes all compensation for our chief executive officer, our chief financial officer, and our next three most highly compensated executives, or “named executive officers,” for the last three fiscal years, for service for PPL and its subsidiaries. Mr. Miller also served as a director but received no compensation for board service. Mr. Staffieri became an executive officer of PPL Corporation effective November 1, 2010, the date PPL Corporation acquired E.ON U.S. LLC, now known as LG&E and KU Energy LLC, or LKE.

 

																																	Change in
																																	Pension Value
																																	and
																																	Nonqualified
																												Non-Equity					Deferred
Name and Principal																		Stock					Option					Incentive Plan					Compensation					All Other
Position			Year					Salary(2)					Bonus					Awards(3)					Awards(4)					Compensation(5)					Earnings(6)					Compensation(7)					Total
James H. Miller				2010				$	1,178,969					—				$	2,684,229				$	1,153,931				$	2,594,900				$	4,585,067				$	74,412				$	12,271,508
Chairman, President				2009					1,189,039					—					2,383,142					1,475,801					2,519,900					4,119,866					103,579					11,790,426
and Chief Executive Officer				2008					1,141,106					—					3,214,364					1,200,192					0					1,549,956					59,109					7,164,728
William H. Spence				2010					692,492					—					1,105,299					475,129					1,178,100					1,217,857					68,280					4,737,157
Executive Vice				2009					685,385					—					1,024,106					609,612					1,122,000					632,953					44,110					4,118,166
President and Chief Operating Officer				2008					657,664					—					1,704,142					530,100					0					382,460					48,279					3,322,645
Paul A. Farr				2010					569,462					—					788,348					338,905					855,000					706,792					30,602					3,289,109
Executive Vice				2009					553,828					—					682,386					405,095					802,500					354,433					29,650					2,827,891
President and Chief Financial Officer				2008					498,054					—					1,106,857					349,828					0					79,202					27,015					2,060,956
Robert J. Grey				2010					436,829					—					456,376					196,248					568,100					1,346,091					16,948					3,020,592
Senior Vice President,				2009					442,282					—					422,915					250,971					553,700					1,162,661					28,597					2,861,126
General Counsel and Secretary				2008					425,110					—					761,897					229,368					0					342,362					27,776					1,786,513
Victor A. Staffieri(1)				2010					124,803					—					2,129,531					—					129,733					46,738					11,966					2,442,771
Chairman of the Board, Chief Executive Officer and President — LG&E and KU Energy LLC