Keith Williamson

About Keith H. Williamson

Keith H. Williamson, age 72, is an independent director of PPL Corporation, serving since 2005. He holds a joint MBA and law degree from Harvard University and brings senior legal, finance, and regulated-industry leadership experience to the board, including risk oversight credentials developed at Centene Corporation and Pitney Bowes Inc. . The Board determined in 2025 that Mr. Williamson is independent under NYSE standards; he attended at least 75% of board/committee meetings in 2024 and attended the 2024 Annual Meeting, with average director attendance of 99% .

Past Roles

Organization	Role	Tenure	Committees/Impact
Centene Corporation	Executive Vice President, Secretary and General Counsel	2012–2020	Service on Centene’s risk management committee; extensive work in regulated healthcare enhances board risk oversight
Centene Corporation	Senior Vice President, Secretary and General Counsel	2006–2012	Legal and governance leadership in regulated industry
Pitney Bowes Inc.	President, Capital Services Division	1999–2006	Led finance-related operations; oversight of treasury function and rating agency activity
Pitney Bowes Inc.	Various positions in tax, finance and legal groups	1988–1998	Cross-functional finance/legal expertise, supports audit and governance skills

External Roles

Organization	Role	Tenure	Notes
Centene Foundation	President and Director	2020–present	Corporate giving and government relations experience

No other current public company directorships are disclosed for Mr. Williamson in the proxy biography .

Board Governance

Committee assignments: Audit Committee member; Governance, Nominating and Sustainability Committee member .
Chair roles: None; current chairs are Audit (Beattie), GNSC (Wood), PCC (von Althann), Finance (Zagalo de Lima), Executive (Rogerson) .
Audit expertise: All Audit Committee members are designated “audit committee financial experts,” reinforcing financial reporting oversight .
Independence and attendance: Board determined nine non-employee directors, including Williamson, are independent; directors met attendance expectations and all attended the 2024 Annual Meeting .
Board activity: Six board meetings; 25 total board and committee meetings in 2024 .
Governance practices: Independent Chair; executive sessions of independent directors; proxy access; anti-hedging/anti-pledging policy; robust stock ownership policies; no material related-party transactions with directors .

Fixed Compensation

Component (2024)	Amount	Notes
Annual cash retainer	$125,000	Standard non-employee director cash component
Deferred stock units (mandatorily deferred)	$160,000	Granted quarterly; fully vested at grant; dividends accrue as additional DSUs, payable after retirement
All other compensation	$10,000	Charitable matching gift program
Total (2024)	$295,000	Sum of cash, DSUs, and other compensation

PPL 2024 director pay framework:

Cash retainer: $125,000; Independent Chair additional $175,000; Audit Chair $25,000; other committee chairs $20,000 .
DSUs: $160,000 mandatorily deferred, fully vested, with dividend equivalents .

Performance Compensation

PPL directors do not receive performance-based incentive pay; compensation consists of cash retainers and mandatorily deferred stock units, with DSUs fully vested at grant and paid only after board retirement (no options, PSUs, or performance metrics for directors disclosed) .
The People and Compensation Committee annually reviews director pay, with independent consultant FW Cook providing market analyses; FW Cook identified no conflicts of interest in 2024 .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed for Mr. Williamson in proxy biography
Related-party transactions	None involving directors or executive officers; GNSC oversees related-party policy
Material related-party transactions with directors	None

Expertise & Qualifications

Legal and governance: Former EVP/GC at Centene; Harvard JD/MBA; strengthens legal and governance oversight .
Finance and capital markets: Led Pitney Bowes Capital Services; treasury and rating agency engagement; supports audit and risk oversight .
Regulated-industry risk management: Centene risk committee experience; enhances board’s perspective on regulated operations .

Equity Ownership

Metric	Amount	Basis/Date
Beneficial ownership (shares/units)	128,152	As of March 3, 2025; for directors, consists of stock units credited under the DDCP
Deferred stock units balance	125,824	As of December 31, 2024; includes dividend equivalents
Ownership guidelines	Required to hold ≥5x annual cash retainer within 5 years; all outside directors with ≥5 years on board were compliant as of 12/31/2024 (Williamson qualifies)
Anti-hedging/pledging	Insider trading policy includes anti-hedging and anti-pledging

Governance Assessment

Positive signals:
- Independent director with long-tenured governance, legal, and risk credentials; member of Audit and GNSC, with Audit Committee financial expert designation enhancing financial oversight .
- Strong attendance and independence; independent Board leadership; robust governance practices (proxy access, executive sessions, clawback policy, anti-hedging/pledging) .
- Ownership alignment via mandatory DSUs and compliance with 5x retainer ownership guideline for seasoned directors .
- No related-party transactions involving directors, reducing conflict risk .
Watch items:
- Mandatory retirement age is 75; at age 72, Williamson is within policy horizon, implying potential medium-term refresh dynamics for committee continuity and expertise retention .

Overall, Williamson’s role on Audit and GNSC, combined with independence, attendance, and ownership alignment, supports board effectiveness and investor confidence; absence of related-party ties and anti-hedging/pledging provisions further mitigate governance risk .