Armando Zagalo de Lima
Director at PPL
Board
About Armando Zagalo de Lima
Armando Zagalo de Lima (age 66) is an independent director of PPL Corporation, serving since 2014. He chairs the Finance Committee and serves on the Executive Committee and the Governance, Nominating and Sustainability Committee, bringing senior operating and technology leadership experience from Xerox. Directors are subject to a mandatory retirement age of 75 and robust ownership and trading policies, including anti‑hedging and anti‑pledging.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Xerox Corporation | Executive Vice President | 2010–2015 | Senior leadership across strategy, technology, services, operations, risk; global enterprise oversight. |
| Xerox Corporation | President, Xerox Technology | 2012–2014 | Led technology business; oversight of innovation and product development. |
| Xerox Corporation | President, Global Customer Operations | 2010–2012 | Led global customer operations, service, sales, engineering, distribution, marketing. |
| Xerox Europe | President | 2004–2010 | Ran European operations; regulatory, operational and commercial leadership. |
| Xerox Europe | Chief Operating Officer | 2001–2004 | Operational leadership across European footprint. |
| Xerox (Europe) | Sales/Marketing/Management roles | 1983–2001 | Progressive leadership across sales, marketing and management functions. |
External Roles
- No other current public company directorships are listed in PPL’s proxy biography for Mr. Zagalo de Lima.
Board Governance
- Independence: The Board determined nine non‑employee directors, including Mr. Zagalo de Lima, are independent under NYSE standards; no facts or circumstances impaired independence in 2025.
- Committee assignments: Executive Committee; Finance Committee (Chair); Governance, Nominating and Sustainability Committee.
- Attendance: Board met six times in 2024; each director attended at least 75% of Board/committee meetings, with average attendance of 99%; all directors attended the 2024 Annual Meeting.
- Policies: Robust stock ownership requirements; insider trading policy includes anti‑hedging and anti‑pledging; mandatory retirement age 75.
- Finance Committee remit (as Chair): Reviews/approves business plan, financing plan, capital expenditures and financings/transactions in the $100–$500 million range; oversees financial risk policies.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Non‑employee director cash retainer (program level) | $120,000 | $125,000 |
| Committee chair fee – Finance | $20,000 | $20,000 |
| Independent Chair fee (program level, for reference) | $165,000 | $175,000 |
| Mandatory deferred stock units (program level) | $155,000 | $160,000 |
| Mr. Zagalo de Lima – cash paid | $0 | $0 |
| Mr. Zagalo de Lima – cash retainer deferred into stock units | $140,000 | $145,000 |
| Mr. Zagalo de Lima – stock awards (grant‑date fair value) | $155,000 | $160,000 |
| Mr. Zagalo de Lima – total director compensation | $295,000 | $305,000 |
Notes:
- Directors can elect to defer cash retainers into deferred stock accounts under the Directors Deferred Compensation Plan (DDCP); mandatory DSUs vest on grant but settle post‑retirement and accrue dividend equivalents.
Performance Compensation
| Performance‑linked elements in director pay | Disclosure |
|---|---|
| Performance‑based metrics tied to director compensation | None disclosed for non‑employee directors; program consists of cash retainers and DSUs without performance conditions. |
Other Directorships & Interlocks
- Outside board service policy limits (for all directors): no more than three other public company boards (or one if serving as a public company CEO); audit committee members may serve on no more than two other public company audit committees.
- Related‑party transactions: The proxy states “Material Related‑Party Transactions with Directors: None” and the GNSC oversees related‑party transaction reviews; none disclosed for directors/executive officers.
Expertise & Qualifications
- Skills: Capital markets/finance/accounting; operations and safety; technology/digitalization/innovation; cybersecurity; customer relationships/marketing.
- Board contribution: Provides insight on strategic initiatives, emerging technologies, services, operations, and related risks; global regulatory experience supports digital innovation and grid modernization oversight.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership of PPL common stock (as of Mar 3, 2025) | 117,389 shares; for directors, consists of stock units credited to the DDCP. |
| Deferred stock units in DDCP (as of Dec 31, 2024) | 114,588 units (including dividend equivalents); all DSUs vested. |
| Director ownership guidelines | Minimum 5x annual cash retainer within five years; all outside directors ≥5 years were in compliance as of Dec 31, 2024. |
| Hedging/pledging policy | Insider trading policy includes anti‑hedging and anti‑pledging provisions. |
Governance Assessment
- Strengths
- Independent director with deep operating and technology expertise; Finance Committee Chair role is aligned with capital allocation and risk oversight needs in a capital‑intensive regulated utility.
- High board effectiveness indicators: strong attendance, independent Chair leadership, annual evaluations, executive sessions, and robust stock ownership/anti‑hedging policies.
- Alignment: In‑compliance ownership guidelines and significant DSU holdings that settle post‑retirement, reinforcing long‑term alignment.
- No related‑party transactions; independence affirmed with no impairing circumstances.
- Watch‑items
- Tenure since 2014 implies long service; ongoing board refreshment is monitored via GNSC evaluations.
- Director compensation is fixed (cash/DSUs) without performance metrics; alignment relies on equity ownership guidelines and DSU accruals rather than performance‑conditioned awards.