Raja Rajamannar
Director at PPL
Board
About Raja Rajamannar
Independent director at PPL since 2011 (age 63). Currently Chief Marketing & Communications Officer and President, Healthcare at MasterCard; prior senior roles at Elevance/WellPoint, Humana, Citigroup, and Unilever. Specializes in environmental management and sustainability at the postgraduate level; board skill set includes risk management, technology/digitalization, cybersecurity, sustainability, and customer marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasterCard Incorporated | Chief Marketing & Communications Officer and President, Healthcare | 2016–present | Led digital transformation, cybersecurity/data analytics initiatives relevant to PPL’s digitalization |
| MasterCard Incorporated | Chief Marketing Officer | 2013–2016 | Technology and customer-focused marketing, change leadership in regulated contexts |
| Elevance Health, Inc. (WellPoint) | EVP, Senior Business & Chief Transformation Officer | 2012–2013 | Transformation leadership in regulated health care |
| Humana Inc. | SVP & Chief Innovation and Marketing Officer | 2009–2012 | Innovation and customer marketing at scale |
| Citigroup | Senior management roles in marketing and sales | 1994–2009 | Risk management and regulated industry experience |
| Unilever | Sales and product management | 1988–1994 | Consumer marketing foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MasterCard Incorporated | Chief Marketing & Communications Officer; President, Healthcare | 2016–present | Led sustainability initiatives; MasterCard participation in WFA climate program |
No other public company directorships for Rajamannar are disclosed in PPL’s proxy profile .
Board Governance
| Attribute | 2024 | 2025 |
|---|---|---|
| Committee memberships | Governance, Nominating & Sustainability (GNSC); People & Compensation (PCC) | Finance Committee (FC); GNSC |
| Chair roles | None (PCC chaired by Natica von Althann; GNSC chaired by Phoebe Wood) | None (FC chaired by Armando Zagalo de Lima; GNSC chaired by Phoebe Wood) |
| Independence | Independent director | Independent director |
| Attendance (Board/Committees) | All directors ≥75%; average attendance 99%; all attended 2024 Annual Meeting | — |
| Committee transition note | — | Board records show committee refresh; Rajamannar moved off PCC and onto FC effective Mar 28, 2025 |
| Executive sessions | Independent directors meet each regular meeting; Independent Chair presides | Independent directors meet each regular meeting; Independent Chair presides |
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Cash retainer | 120,000 | 125,000 |
| Stock awards (mandatory deferred stock units) | 155,000 | 160,000 |
| Additional chair fees | — (not a chair) | — (not a chair) |
| All other compensation | — | — |
| Total | 275,000 | 285,000 |
Standard director pay components for non‑employee directors in 2024: cash $125,000 and DSUs $160,000; independent Chair and committee chairs receive incremental fees. DSUs are granted quarterly, fully vested, accrue dividend equivalents, and pay after board retirement under the DDCP .
Performance Compensation
| Element | Description | 2024 Terms | Notes |
|---|---|---|---|
| Performance-based awards | Not used for directors | N/A | PPL does not tie director pay to performance metrics; directors receive cash retainers and DSUs |
| Deferred Stock Units (DSUs) | Equity component of director pay | $160,000 grant-date fair value; quarterly grants; fully vested on grant; paid after retirement; dividend equivalents accrue as additional DSUs | Time-based; no PSUs/options for directors |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict note |
|---|---|---|---|
| None disclosed | — | — | PPL reports no material related-party transactions with directors; GNSC oversees any related-party reviews |
Expertise & Qualifications
- Skills: risk management; environmental/sustainability; technology/digitalization/innovation; cybersecurity; customer relationships/marketing .
- Education: post‑graduate specialization in environmental management and sustainability .
- Independence: PPL Board determined all non‑employee directors (including Rajamannar) are independent; no facts impairing independence in 2025 .
Equity Ownership
| Metric | Dec 31, 2024 | Mar 3, 2025 |
|---|---|---|
| Deferred Stock Units (aggregate) | 84,004 units | — |
| Shares of common stock “owned” (consists of stock units under DDCP) | — | 85,997 shares (stock units under DDCP) |
| Director ownership guideline | Must hold ≥5x annual cash retainer within five years | — |
| Compliance status | All outside directors with ≥5 years’ service were compliant as of Dec 31, 2024 (includes Rajamannar) | — |
| Anti‑hedging/anti‑pledging policy | Policy prohibits hedging and pledging of company stock | Policy prohibits hedging and pledging of company stock |
Say‑on‑Pay & Shareholder Feedback
| Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑pay votes (For/Against/Abstain/Broker non‑vote) | 550,664,178 / 20,086,764 / 2,781,348 / 71,200,118 | 570,487,224 / 22,803,849 / 2,417,817 / 63,940,806 |
| Prior year result referenced | Approval of over 96% of shares voted in favor at 2024 meeting | — |
PCC uses an independent consultant (FW Cook), conducts annual risk assessment and clawback policy oversight; consultant conflict-of-interest assessments found no conflicts in 2024 .
Governance Assessment
- Committee work and effectiveness: Rajamannar served on PCC (through early 2025) and GNSC (ongoing), participating directly in executive pay oversight, succession/human capital, governance refreshment, and related‑party transaction review; moved to the Finance Committee in March 2025, aligning his risk/technology skills with capital planning oversight .
- Independence and attendance: Independent; Board reports strong attendance (average 99% in 2024) and full director participation at the 2024 Annual Meeting, supporting engagement quality .
- Alignment and ownership: Compliant with robust stock ownership guidelines (≥5x cash retainer); DSUs accumulate dividend equivalents, paid post‑retirement, aligning interests over horizon .
- Conflicts and related‑party exposure: PPL discloses no material related‑party transactions with directors; GNSC’s prior review policy in place; anti‑hedging/anti‑pledging policy reduces alignment risk; limits on outside boards and audit committee service help mitigate overboarding .
- Investor confidence signals: High say‑on‑pay support in 2024 and robust governance practices (independent Chair, executive sessions, annual evaluations) underpin board effectiveness and oversight credibility .