Craig Rogerson
Chair of the Board at PPL
Board
About Craig A. Rogerson
Independent Chair of the Board at PPL since March 2021; director since 2005. Age 68 with an early background as a chemical engineer and decades of CEO-level leadership in global chemicals (Hexion, Chemtura, Hercules), bringing strategic, operational, risk management, and environmental oversight experience to PPL’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hexion Holdings Corporation (and predecessor Hexion, Inc.) | Chairman, President & CEO | 2017–2023 | Led transformation; company filed for Chapter 11 in April 2019 and emerged July 2019 (risk-management and restructuring experience) . |
| Chemtura Corporation | Chairman, President & CEO | 2008–2017 | Specialty chemicals leadership and industry transformation experience . |
| Hercules Incorporated | President, CEO & Director | 2003–2008 | Chemical industry operating leadership . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| The Lycra Company | Executive Chair of the Board | Current | Producer of fiber/textile solutions . |
| Origin Materials, Inc. | Independent Director | Current | Member, Audit and Compensation Committees . |
| Ashland Global Holdings Inc. | Independent Director | 2019–2021 | Prior public board service . |
| Vibrantz Technologies, Inc. | Director | Current | Board leadership experience . |
| Pancreatic Cancer Action Network | Director | Current | Non-profit governance . |
| Michigan State University (Chemical Engineering & Materials Science College Advisory Board; College of Engineering Alumni Board) | Advisory Board/Alumni Board | Current | Indicates MSU engineering alumni ties . |
| McLaren Northern Michigan Hospital | Director | Current | Community/healthcare governance . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board determined nine non-employee directors (including Rogerson) are independent; no facts impairing independence in 2025 . |
| Committee Assignments | Executive Committee (Chair); People and Compensation Committee (member) . |
| Board Leadership | Independent Chair since March 2021; presides over executive sessions of independent directors . |
| Attendance & Meetings | All directors attended ≥75% of Board/committee meetings; average attendance 99%; Board met 6 times in 2024; all directors attended the 2024 Annual Meeting . |
| Executive Sessions | Independent directors meet in executive session at each regularly scheduled Board meeting; Rogerson presides . |
| Other Boards Limit | PPL guidelines: ≤3 other public company boards (≤1 if a public-company CEO); audit members ≤2 other audit committees; adherence overseen by GNSC . |
| Related-Party Transactions | None involving directors or executive officers; material related-party transactions with directors: None . |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Cash Retainer | $125,000 | Standard non-employee director cash retainer . |
| Independent Chair Fee | $175,000 | Additional retainer for Board leadership . |
| Executive Committee Chair Fee | $20,000 | Chair fee for Executive Committee . |
| Fees Deferred into Deferred Stock Units (DDCP) | $320,000 | Rogerson deferred all cash fees into DSUs rather than receiving cash . |
| Stock Awards (Mandatorily Deferred DSUs) | $160,000 | Quarterly DSU grants at grant-date fair value; dividends accrue as additional DSUs . |
| All Other Compensation | $10,000 | Charitable matching gift program contributions . |
| Total 2024 Director Compensation | $490,000 | Sum of components as disclosed . |
Additional director pay program features:
- Directors can defer fees into cash or stock accounts under the DDCP; DSUs vest on grant and are paid after retirement; dividend equivalents accrue quarterly .
- FW Cook provides annual Director Pay Analysis benchmarking PPL director pay levels .
Performance Compensation
| Element | Status |
|---|---|
| Performance-linked director pay (options/PSUs/bonus metrics) | None for non-employee directors; director pay consists of cash retainers and DSUs (no performance conditions) . |
Other Directorships & Interlocks
| Company | Relationship to PPL | Governance/Interlock Risk |
|---|---|---|
| Origin Materials, Inc. (public) | No disclosed transactions with PPL | Public board service with audit and compensation roles; no related-party transactions with PPL disclosed . |
| The Lycra Company (private) | No disclosed transactions with PPL | Executive Chair; no related-party transactions with PPL disclosed . |
| Ashland Global Holdings Inc. (public, prior) | No disclosed transactions with PPL | Prior service ended in 2021 . |
Material related-party transactions with directors: None disclosed (mitigates conflict risk) .
Expertise & Qualifications
- Senior executive leadership of global manufacturing businesses spanning strategy, operations, and risk management; capital markets and finance expertise; environmental oversight and board governance experience .
- Chemical engineering background; board leadership across public/private, non-profit, and academic organizations .
- As independent Chair, provides continuity and institutional knowledge; engages management, challenges assumptions, and liaises with independent directors .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership | 223,813 shares | Consists of stock units credited to the director’s deferred stock account under DDCP . |
| Deferred Stock Units (DSUs) Outstanding | 218,260 units | Aggregate DSUs including dividend equivalents as of Dec 31, 2024 . |
| Ownership Guideline | 5× annual cash retainer within 5 years | Applies to all directors; DSUs count toward compliance . |
| Compliance Status | Compliant | All outside directors with ≥5 years were compliant as of Dec 31, 2024 (Rogerson on board since 2005) . |
| Hedging/Pledging | Prohibited | Insider trading policy includes anti-hedging and anti-pledging . |
Section 16 compliance:
- No delinquent Section 16 filings identified for Rogerson in 2024; proxy notes delinquent items pertained to specific executive officers only .
Governance Assessment
- Board effectiveness: Rogerson’s dual role as independent Chair and EC Chair, plus PCC membership, centralizes oversight and succession planning while maintaining independence; executive sessions led by him support robust oversight .
- Alignment and incentives: Full deferral of cash fees into DSUs ($320,000) signals long-term alignment with shareowners; substantial DSU holdings (218,260) and compliance with 5× retainer guideline strengthen “skin in the game” .
- Conflicts/related-party exposure: No related-party transactions involving Rogerson; anti-hedging/anti-pledging policy reduces misalignment risk .
- Committee quality: PCC uses independent consultant FW Cook; annual conflict-of-interest evaluation found no consultant conflicts in 2024; PCC oversees succession, clawbacks, ownership requirements, and compensation risk assessment .
- Attendance and engagement: 2024 attendance robust (average 99% across Board/committees; all directors met ≥75% and attended the annual meeting), supporting governance credibility .
RED FLAGS and considerations:
- Prior bankruptcy involvement (Hexion’s Chapter 11 in 2019) is a historical risk indicator; conversely, it provides restructuring experience relevant to utility risk oversight .
- Time commitments: Within PPL’s outside board limits (one current public company board disclosed); continued monitoring of workload appropriate given independent Chair responsibilities .
Overall, disclosures indicate strong independence, high engagement, equity alignment, and low conflict risk, with restructuring experience adding depth to risk oversight .