Joseph Bergstein Jr.
Executive Vice President and Chief Financial Officer at PPL
Executive
About Joseph Bergstein Jr.
Executive Vice President and Chief Financial Officer (principal financial officer) of PPL Corporation and a Named Executive Officer (NEO) in 2024. He certified the company’s FY2024 Form 10-K under Section 302/906 of Sarbanes-Oxley . Company performance under his tenure as CFO includes: ongoing EPS of $1.69 in 2024 (+7% versus the midpoint of the 2023 ongoing EPS target) and a stock price increase of nearly 20% in 2024; dividend growth was over 7% in 2024 . Age and education are not disclosed in the 2025 proxy or FY2024 10-K.
Past Roles
Not disclosed in PPL’s 2025 proxy or FY2024 10-K for Joseph P. Bergstein, Jr. .
External Roles
Not disclosed in PPL’s 2025 proxy or FY2024 10-K for Joseph P. Bergstein, Jr. .
Fixed Compensation
Multi-year compensation (SCT reported amounts):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $651,110 | $670,643 | $690,763 |
| Stock Awards ($) | $1,671,799 | $1,978,295 | $1,792,117 |
| Non-Equity Incentive ($) | $698,538 | $719,494 | $673,367 |
| Change in Pension Value ($) | — | $1,275,015 | $778,037 |
| All Other Compensation ($) | $47,379 | $41,075 | $52,608 |
| Total ($) | $3,068,826 | $4,684,522 | $3,986,892 |
2024 annual incentive structure and payout:
| Item | Value |
|---|---|
| 2024 Base Salary ($) | $691,150 |
| Target Bonus (% of Salary) | 85% |
| Earned Payout (% of Target) | 114.62% |
| Actual 2024 Cash Incentive ($) | $673,367 |
Perquisites and other benefits (examples): 401(k) match; nonqualified deferred compensation employer contributions; financial/tax planning; executive physicals; company-charitable match; car/security services (company-prioritized safety) .
Performance Compensation
Annual Cash Incentive – 2024 goal design and results (shared across NEOs):
| Metric | Weight | Target Definition | Actual Result | Payout Impact |
|---|---|---|---|---|
| Corporate Financial (EPS) | 65% | Corporate EPS from ongoing ops (compensation-adjusted; gate $1.60) | 100% | Contributes to 114.62% overall |
| Corporate Strategic Initiatives | 15% | Exit TSA with National Grid; integration milestones | 166.54% | Contributes to 114.62% overall |
| Corporate Operational | 10% | Weighted segment operational goals | 96.44% | Contributes to 114.62% overall |
| Individual | 10% | Safety, engagement, values leadership | 150% | Contributes to 114.62% overall |
Long-Term Incentives (LTI) – 2024 grants (performance units 80%; RSUs 20%):
| Component | Weight | Grant Date | Units (Target) | Grant Date Fair Value ($) | Key Design |
|---|---|---|---|---|---|
| TSR-based PSUs | 50% | 1/25/2024 | 26,758 | $755,378 | 3-year TSR vs compensation peer group; 0–200% payout; target at ≥50th percentile |
| EG-based PSUs | 25% | 1/25/2024 | 13,379 | $345,580 | 3-year CAGR above 2024 baseline (midpoint of $1.63–$1.75); target 6% CAGR; threshold 3% |
| LTS-based PSUs | 25% | 1/25/2024 | 13,379 | $345,580 | 3-year safety leading indicators and building energy reductions |
| RSUs (time-based) | 20% | 1/25/2024 | 13,379 | $345,580 | 3-year vesting; dividend equivalents accrue and pay only on vest |
Prior cycle LTI performance (2022–2024 awards payout): TSR 157% of target; EG 146%; Sustainability 196% .
Equity Ownership & Alignment
- Beneficial ownership: 191,152 shares, including 38,640 RSUs . Shares outstanding were 738,294,081 as of Jan 31, 2025, implying ~0.026% ownership (191,152/738,294,081) .
- Executive equity ownership guidelines: CEO 6x salary; EVPs (including CFO) 3x salary; SVPs 2x; compliance required within 5 years; if below guideline, no sales and must retain net vesting shares; PCC may deliver cash incentives as RSUs . As of Dec 31, 2024, all NEOs >5 years in role were in compliance; others on track .
- Anti-hedging/anti-pledging: Officers and directors are prohibited from hedging, short sales, and pledging company securities; trading windows, preclearance, and 10b5-1 plan requirements apply (with cooling-off and overlapping plan limitations) .
- Outstanding equity at FY2024 year-end:
- Unvested RSUs: 38,859 units; market value $1,261,357 (at $32.46 close) .
- Unearned PSUs (selected): 2023 awards (TSR/EG/LTS) and 2024 awards (TSR/EG/LTS) with unit counts and values (e.g., 2024 EG 27,474 units; $891,806; 2024 LTS 27,474 units; $891,806) .
- Scheduled RSU vesting cadence (may necessitate tax-withholding sales): 1/27/2025 – 11,711 units; 1/20/2026 – 13,411; 1/25/2027 – 13,737 .
Employment Terms
- Employment-agreement status: NEOs are generally at-will; no fixed-term employment agreements .
- Severance (non-Cause): Executive Severance Plan provides 2 years of base pay, lump-sum COBRA equivalent for 24 months, and up to $50,000 outplacement; contingent on release .
- Estimated CFO cash severance if involuntary-not-for-cause: $1,382,300 (as of 12/31/2024) .
- Change-in-Control (CIC) protections: Double-trigger agreements (termination in connection with CIC); lump-sum equal to 3x (salary + average bonus of last 3 years or higher “good reason” base), 24 months COBRA premiums as lump-sum; pro rata cash incentives; outplacement up to $50,000; accelerated RSUs and pro rata performance units at target under SIP/ICPKE .
- Estimated CFO cash severance following CIC termination: $4,419,687 (as of 12/31/2024) .
- Equity acceleration for CFO (share counts): RSUs 38,859; TSR PSUs 50,459; EG PSUs 25,231; LTS PSUs 25,231 .
- Clawback policy: NYSE/SEC-compliant recoupment adopted Oct 2, 2023 (restatement-triggered recovery of excess incentive comp for prior 3 completed years); supplemental policy extended Mar 8, 2024 to VP+ at committee discretion .
Say-on-Pay & Compensation Peer Group
- Say-on-Pay: Over 96% approval in 2024 .
- Compensation peer group (16 regulated utilities; adopted for 2024): PPL’s percentile positioning – 1-year TSR ~74% and 3-year TSR ~70%; revenue and market cap near mid-pack; used for benchmarking and TSR PSU peer comparisons .
Vesting Schedules and Insider Selling Pressure
- RSU vest schedule noted above (2025–2027), with dividend equivalents paid only upon vesting .
- Form 4 reporting: Company disclosed a technical filing issue for several officers’ January 23, 2024 forms (including Joseph P. Bergstein, Jr.), subsequently corrected on March 5, 2024 .
- Trading constraints and practices (windows, preclearance, 10b5-1 plans) are in place, mitigating ad hoc selling risk .
Performance & Track Record
Company financial trajectory (last 3 fiscal years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $7,902,000,000* | $8,312,000,000* | $8,462,000,000* |
| EBITDA ($) | $2,560,000,000* | $3,053,000,000* | $3,160,000,000* |
Values retrieved from S&P Global.*
Additional disclosed performance highlights:
- 2024 ongoing EPS of $1.69 (+7% vs midpoint of 2023 ongoing EPS target) .
- Stock price increased nearly 20% in 2024; dividend growth >7% in 2024 .
Compensation Structure Analysis
- Pay-for-performance alignment: Annual incentive keyed to corporate EPS, strategic milestones (TSA exit/integration), operational KPIs, and individual leadership; 2024 payout at ~115% of target reflecting execution .
- LTI risk/reward balance: 80% PSUs (TSR/EG/LTS) with 3-year horizons and 0–200% payout; TSR peer-relativity adopted to reflect utility investor set; EG targets anchored to guidance midpoint to balance rigor and attainability; Sustainability measures focus on leading safety indicators and energy efficiency, not recordable rates (avoids underreporting incentives) .
- Shift from stock options to RSUs/PSUs: No options granted since 2013; reduces repricing and leverage risk .
- Governance safeguards: Anti-hedging/anti-pledging policy; NYSE/SEC clawback; double-trigger CIC; no tax gross-ups; robust ownership guidelines .
Related-Party Transactions & Governance Red Flags
- No related-party transactions for directors or executive officers disclosed in 2025 proxy .
- Employment agreements: none; tax gross-ups: none in CIC; options repricing: none; anti-pledging: enforced .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned | 191,152, incl. 38,640 RSUs |
| % of outstanding | ~0.026% (191,152 / 738,294,081) |
| Ownership guideline | EVP: 3x base salary; compliance within 5 years; retention and sale limits if below guideline |
| Pledging/Hedging | Prohibited for officers and directors |
Employment Terms
| Provision | Key Economics / Terms |
|---|---|
| At-will status | No fixed-term employment agreements |
| Severance (non-Cause) | 2x base salary, 24 months COBRA (lump-sum), up to $50k outplacement; CFO cash $1,382,300 est. at 12/31/2024 |
| CIC (double trigger) | 3x (base + avg bonus), COBRA premium lump-sum (24 months), pro-rata incentives; RSU/PSU acceleration; CFO cash $4,419,687 est. at 12/31/2024 |
| Equity acceleration detail | RSUs 38,859; TSR 50,459; EG 25,231; LTS 25,231 (CIC termination) |
| Clawback | Restatement-triggered 3-year lookback; supplemental VP+ policy adopted 3/8/2024 |
| Trading policy | Windowed trading, preclearance, 10b5-1 cooling-off; anti-pledging |
Investment Implications
- Alignment and retention: A predominantly performance-based LTI mix (TSR/EG/LTS) and strict ownership/anti-pledging rules align CFO incentives with shareholder outcomes; strong say-on-pay support (96%) signals investor confidence in pay design rigor .
- Execution signals: Above-target annual incentive driven by strategic integration, operational reliability, and O&M savings achievements supports confidence in EPS trajectory; prior-cycle PSU payouts (TSR/EG/LTS >100%) indicate sustained performance versus peers and internal goals .
- Selling pressure risk: No options outstanding and mandatory trading controls (windows/10b5-1) reduce opportunistic sales; scheduled RSU vestings (2025–2027) may prompt mechanical tax withholding transactions but are unlikely to signal discretionary selling .
- Downside protections and costs: CIC benefits are robust but double-trigger and no tax gross-ups temper governance risk; clawback covers restatements; at-will status plus severance plan balances retention with flexibility .
Notes: Values retrieved from S&P Global.*