Natica von Althann
Director at PPL
Board
About Natica von Althann
Independent director of PPL since December 2009; age 74. Retired financial and risk executive with decades at Citigroup and senior credit leadership at U.S. Trust/Bank of America; current committee roles include Executive Committee (member), Finance Committee (member), and Chair of the People and Compensation Committee (PCC). Identified skills include risk management, capital markets/finance, regulated industry experience, environmental/sustainability, and customer/marketing insight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | Various senior management roles: Region Head High Yield Finance (Citicorp Securities); Managing Director & co-head U.S. Telecommunications–Technology; Global Industry Head Retail & Apparel (Global Relationship Bank); Division Executive/Market Region Head (Latin America, Private Banking) | 26 years | Led complex global businesses across corporate finance, relationship banking, sector coverage |
| U.S. Trust (acquired by Bank of America) | Chief Credit Officer; later Senior Credit Executive at Bank of America post-acquisition | 2003–2008 (U.S. Trust); 2007–2008 (Bank of America) | Risk oversight; credit governance in regulated financial services |
| C&A Advisors | Founding Partner | 2009–2013 | Financial services and risk management consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FuelCell Energy, Inc. (public) | Independent Director; Chair of Environmental, Social, Governance and Nominating Committee; member of Audit, Finance and Risk Committee | Current | ESG/nominating leadership; risk oversight in clean energy technology |
| TD Bank US Holding Company and bank subsidiaries (TD Bank, N.A.; TD Bank USA, N.A.) | Director | Current | Governance exposure in large regulated financial institutions |
| Friends of Caritas Cuba | Director | Current | Nonprofit governance |
Board Governance
- Committee assignments: Executive Committee (member), Finance Committee (member), PCC Chair; independence affirmed by Board (nine non-employee directors deemed independent) .
- Attendance: Board met 6 times in 2024; no director attended fewer than 75%; average board and committee attendance 99%; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (Craig A. Rogerson); independent directors meet in executive session each regular meeting .
- Related-party transactions: None involving directors disclosed; GNSC oversees related-party transaction policy and reviews .
Fixed Compensation
| Year | Cash Retainer (Director + Chair fees) | Equity (Deferred Stock Units, grant-date fair value) | Other Compensation | Total |
|---|---|---|---|---|
| 2023 | $140,000 (includes $20,000 PCC Chair fee) | $155,000 | $4,000 (charitable match) | $299,000 |
| 2024 | $145,000 (includes $20,000 PCC Chair fee) | $160,000 | $6,000 (charitable match) | $311,000 |
- Standard director pay components (2024 schedule): $125,000 cash annual retainer; $160,000 DSUs; Committee chair fees: Audit $25,000; other chairs $20,000; Independent Chair $175,000 .
- DSUs are fully vested upon grant, accrue dividend equivalents, and are paid after retirement under the Directors Deferred Compensation Plan; meeting fees not paid; no options granted to directors .
Performance Compensation
PPL directors do not receive performance-tied pay; however, as PCC Chair, von Althann oversees executive pay-for-performance design and outcomes. Key 2024 results used in oversight:
| Performance Element | Metric Design (2024) | 2024 Outcome/Payout |
|---|---|---|
| Annual cash incentives for NEOs | Corporate EPS (ongoing operations), strategic initiatives, operational goals, individual performance | Approx. 115% of target payout for NEOs |
| Long-term performance units (2022–2024 cycle) | TSR relative to UTY/peer group; Earnings Growth (EG); Long-term sustainability (LTS) | TSR: 157% of target; EG: 146% of target; LTS: 196% of target |
| LTI program structure (2024 grants) | 80% performance units (TSR 50%, EG 25%, LTS 25%); 20% RSUs | Program affirmed by PCC; peer group alignment updated |
Other Directorships & Interlocks
- Public company board: FuelCell Energy, Inc. (ESG/Nominating Chair; Audit/Finance/Risk member) .
- Financial institution boards: TD Bank US Holding Company and bank subsidiaries (subsidiaries of TD Bank Group) .
- Conflict review: PPL discloses no director-related party transactions; GNSC conducts prior review for any related-party transactions; none reported for directors .
- Board service limits and audit committee service limits enforced under governance guidelines .
Expertise & Qualifications
- Risk management and credit governance; capital markets and finance; regulated industry experience; sustainability oversight; customer/marketing experience .
- PCC leadership: Chairs PCC responsible for executive compensation philosophy, program design, target setting, succession planning, equity ownership requirements, consultant independence review (FW Cook) .
Equity Ownership
| Date | Beneficial Ownership | Composition/Notes |
|---|---|---|
| Dec 31, 2024 | 95,667 DSUs | All DSUs vested; accrue dividend equivalents; payable post-retirement under DDCP |
| Mar 3, 2025 | 97,753 (stock units credited under DDCP) | Director holdings reported include stock units; directors/executives as a group hold <1% of outstanding shares |
- Director equity ownership guideline: 5× annual cash retainer within 5 years; all outside directors with ≥5 years service (including von Althann) in compliance as of Dec 31, 2024 .
- Insider trading policy includes anti-hedging and anti-pledging; Section 16(a) filings: directors met filing requirements in 2024; delinquencies noted only for certain executives due to technical issues/late filing, not for directors .
Governance Assessment
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Strengths:
- Long-tenured independent director with deep financial risk oversight; PCC chair role indicates central influence on pay-for-performance, succession, and human capital policies .
- Strong board process: independence reaffirmed; no related-party transactions; high attendance; robust governance policies (proxy access, evaluations, ownership guidelines, anti-hedging/pledging) .
- Executive compensation outcomes aligned with performance; LTI metrics delivered above target in 2022–2024 cycle, supporting pay-for-performance narrative overseen by PCC .
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Watch items:
- External board roles at FuelCell Energy and TD Bank entities increase network exposure; while no conflicts disclosed, monitor for any business dealings or related-party triggers; GNSC oversight exists .
- Compensation program peer group changes and TSR peer alignment warrant continued scrutiny for benchmarking rigor and potential pay inflation; PCC uses FW Cook and conducts conflicts assessment .
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Red flags: None disclosed regarding pledging/hedging, related-party transactions, attendance, or Section 16 compliance for directors .