Phoebe Wood

About Phoebe A. Wood

Independent director of PPL since 2018 (age 71), currently Chair of the Governance, Nominating and Sustainability Committee (GNSC) and a member of the People and Compensation Committee (PCC) and Executive Committee. Former Vice Chairman and CFO of Brown‑Forman; Principal of CompaniesWood (since 2008) and CEO of board advisory firm KirtleyWood LLC (since Jan 2025). Core credentials include finance, capital markets, risk management, regulated industry experience, governance/ESG oversight, and technology/digitalization.

Past Roles

Organization	Role	Tenure	Committees/Impact
Brown‑Forman Corporation	Executive Vice President & CFO	2001–2006	Senior financial leadership for diversified consumer products manufacturer
Brown‑Forman Corporation	Vice Chairman & CFO	2006–2008	Oversaw finance and strategic planning at enterprise level
Propel Corporation	Vice President & CFO; Director	2000–2001	Financial leadership and board service
Atlantic Richfield (ARCO)	Various financial management roles	~24 years	Energy industry finance and operations exposure
CompaniesWood	Principal	2008–present	Early-stage investments; board advisory work
KirtleyWood LLC	Chief Executive Officer	Jan 2025–present	Board advisory firm leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Invesco Ltd.	Independent Director	Current	Chair, Audit; Member, Nominating & Corporate Governance; Member, Compensation
Leggett & Platt, Incorporated	Independent Director	Current	Chair, Audit; Member, Nominating, Governance & Sustainability
Pioneer Natural Resources	Independent Director	2013–2024	Board oversight during sector cycles (ended 2024)

Board Governance

Committee assignments at PPL: GNSC (Chair), PCC (Member), Executive Committee (Member). Independence: Yes (Board determined nine non‑employee directors, including Ms. Wood, are independent). Director since 2018.
Attendance and engagement: Board met 6 times in 2024 (25 total Board + committee meetings); no director attended fewer than 75%; average attendance 99%.
Leadership structure: Independent Chair of the Board (Craig A. Rogerson); independent directors meet in executive session without management each regular meeting.
Outside board limits: PPL guidelines cap most directors at ≤3 other public boards (and additional limits for Audit Committee members).
Policy safeguards: Anti‑hedging and anti‑pledging in Insider Trading Policy; robust stock ownership policies; no material related‑party transactions with directors.
As GNSC Chair, scope includes board refreshment, director nominations, governance policy, sustainability oversight, political activity oversight, and prior review/oversight of any related‑party transactions.

Fixed Compensation (Director Pay at PPL, 2024)

Component	Amount (USD)	Notes
Cash retainer	$125,000	Standard non‑employee director annual cash retainer
Committee chair fee (GNSC)	$20,000	Chair fee for GNSC
Total cash	$145,000	Cash retainer + chair fee
Deferred Stock Units (mandated portion of retainer)	$160,000	Granted quarterly; fully vested; paid after board service; dividend equivalents accrue in additional DSUs
All other compensation	$10,000	Charitable matching gift program participation
Total 2024 compensation	$315,000	Sum of components above

Additional program features:

Director pay reviewed annually by the PCC with FW Cook providing a Director Pay Analysis benchmark.

Performance Compensation

Performance Metrics Applied to Director Pay	Detail
None (non‑employee directors)	PPL director compensation consists of cash retainers, committee chair retainers, and DSUs; no performance‑based metrics disclosed for director pay.

Other Directorships & Interlocks

Company	Role/Committee	Potential Interlock/Related‑Party Exposure
Invesco Ltd.	Independent Director; Chair Audit; Member NCG & Compensation	PPL discloses no related‑party transactions involving directors.
Leggett & Platt	Independent Director; Chair Audit; Member NGS	PPL discloses no related‑party transactions involving directors.
Pioneer Natural Resources (prior)	Independent Director (2013–2024)	No PPL‑related transactions disclosed.

Expertise & Qualifications

Financial executive with extensive capital markets, accounting and risk management expertise; regulated industry (energy) experience; governance/ESG oversight; and IT oversight/digitalization experience.
Skills identified by PPL: Risk Management; Capital Markets/Finance/Accounting; Regulated Industry Experience; Environmental & Sustainability; Technology/Digitalization & Innovation.

Equity Ownership

Measure	Amount	As‑of Date	Notes
Beneficial ownership (shares/units)	44,267	Mar 3, 2025	Consists of stock units credited to deferred stock account (DDCP).
Deferred Stock Units (cumulative)	42,605	Dec 31, 2024	Fully vested; dividend equivalents accrue as DSUs; paid post‑retirement.

Director stock ownership guideline: within five years, value ≥5× annual cash retainer; all directors with ≥5 years of service were in compliance as of Dec 31, 2024.

Governance Assessment

Strengths: Independent director with deep finance background; Chairs GNSC, giving her central influence over board composition, governance policy, sustainability oversight and related‑party controls; independence affirmed; strong attendance culture (avg 99%) and independent board leadership; anti‑hedging/pledging and director ownership guidelines align interests.
Alignment: Director pay balanced between cash ($145k) and equity DSUs ($160k mandated deferral), with DSUs deferred until service end, promoting long‑term alignment; participation in matching gifts is modest.
Conflicts/Red Flags: PPL reports no related‑party transactions involving directors; GNSC conducts prior review of any such transactions; Outside board service appears within PPL’s limits. Monitor aggregate time commitments given multiple external board roles (including audit committee chair roles), though policy thresholds are respected.