Wendy Stark
Executive Vice President-Utilities and Chief Legal Officer at PPL
Executive
About Wendy Stark
Wendy E. Stark is Executive Vice President–Utilities and Chief Legal Officer (CLO) at PPL; her title changed to EVP–Utilities, CLO and Corporate Secretary on March 4, 2024, and to EVP–Utilities and CLO on November 11, 2024, coincident with the appointment of a new Corporate Secretary . She received the final installment of a sign-on cash award in 2023 that was paid 50% at start and 50% after two years of employment in April 2023, implying her employment began around April 2021 . 2024 compensation totaled $2,540,739, with salary of $612,907, stock awards of $1,213,157, annual incentive of $604,047, and other compensation of $110,628 . PPL’s performance-based framework paid 2024 cash incentives at ~115% of target and 2022–2024 performance units at 157% (TSR), 146% (earnings growth), and 196% (sustainability) of target, evidencing strong pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PPL Corporation | EVP–Utilities and CLO | 2024–present | Oversight of business segment presidents instituted March 4, 2024; governance and legal leadership supporting utility-of-the-future strategy . |
| PPL Corporation | EVP–Utilities, CLO and Corporate Secretary | Mar 4, 2024–Nov 11, 2024 | Combined legal and corporate governance responsibilities; transitional role during leadership reorganization . |
External Roles
None disclosed in the proxy for Ms. Stark.
Fixed Compensation
| Metric (2024) | Amount |
|---|---|
| Base Salary | $612,907 |
| Year-end Base Salary Setting | $620,000 (2024 salary after 9.2% increase from $567,788) |
| Target Annual Bonus (% of Salary) | 85% |
| Actual Annual Cash Incentive Paid | $604,047 |
| Salary Deferred | $73,549 deferred to EDCP |
Perquisites and employer contributions (2024):
- 401(k) match: $10,350; fixed contribution: $10,350; EDCP employer contributions: $65,753; financial planning: $9,000; other (charitable matching gift program): $10,000 .
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weight | Target Mechanics | Actual Result (Weighted) | Payout |
|---|---|---|---|---|
| Corporate EPS | 65% | EPS gate at $1.60 for any payout; core financial performance | 100% | Contributes to 114.62% total award |
| Corporate Strategic Initiatives | 15% | TSA execution, integration, transformation milestones | 166.54% | |
| Corporate Operational (Segment) | 10% | Segment operational goals weighted by EPS contribution | 96.44% | |
| Individual Performance | 10% | Leadership, safety, engagement, values (0–200% scale) | 150% | |
| Total Earned Award | — | — | — | 114.62% of target; paid $604,047 |
Long-Term Incentives (granted 2024; three-year vest post performance certification in early 2027)
| Grant Type | Weight of LTI | Units Granted (1/25/2024) | Grant Value | Metric Design & Targets |
|---|---|---|---|---|
| Performance Units – TSR | 50% of PUs (80% of LTI) | 18,113 units | Included in $935,714 PU value | 3-year relative TSR vs UTY and the compensation peer group; payout 0–200% . |
| Performance Units – Earnings Growth (EG) | 25% of PUs | 9,057 units | Included in $935,714 PU value | 3-year CAGR of ongoing EPS from mid-point of 2024 guidance baseline; payout 0–200% . |
| Performance Units – Long-Term Sustainability (LTS) | 25% of PUs | 9,057 units | Included in $935,714 PU value | 3-year safety leading indicators and building energy usage reduction; detailed multi-target schedule with interpolation 0–200% . |
| Restricted Stock Units (RSUs) | 20% of LTI | 9,057 units | $233,928 | Time-based; restrictions lapse 3 years from grant; dividends accrue as additional RSUs payable at vest . |
Maximum potential grant-date values for 2024 performance units (assuming highest performance): TSR $1,022,660; EG $467,885; LTS $467,885 .
Prior-cycle performance outcomes (earned in 2024 for 2022–2024 grants):
- TSR PUs paid at 157% of target; EG PUs at 146%; sustainability PUs at 196% .
Stock vested in 2024:
- Shares acquired on vesting: 64,975; value realized: $2,081,138 (before tax/commissions) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 3, 2025) | 87,486 shares; includes 27,455 RSUs |
| Unvested RSUs (as of Dec 31, 2024) | 26,842 units; market value $871,279 (at $32.46) |
| Unearned/Unvested PUs (as of Dec 31, 2024) | 2023 grants: TSR 37,136; EG 13,927; LTS 13,927; 2024 grants: TSR 37,195; EG 18,599; LTS 18,599 |
| Options | None outstanding; no options granted since 2013 |
| Equity Ownership Guidelines | EVPs: 3x base salary; must meet within 5 years; if below guideline, no share sales and required net-retention of vesting awards; PCC may deliver cash incentive as RSUs until compliant |
| Compliance Status | All NEOs >5 years in role compliant; others (incl. Ms. Stark) on track to meet guidelines on schedule |
| Hedging/Pledging | Prohibited for officers and directors (no hedging or pledging of PPL stock) |
| Dividend Equivalents | Accrue quarterly on RSUs and PUs as additional units; paid only upon vest and per achievement . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | NEOs generally are at-will; no fixed term contracts |
| Severance Plan (non-CiC) | If terminated not for cause: two years of base pay, lump-sum COBRA equivalent for 24 months, outplacement up to $50,000; conditioned on release |
| Change-in-Control (CiC) Agreements | Double-trigger; lump-sum equal to 3x the sum of (base salary) + (average annual bonus of last 3 years or prior year if higher), 24 months COBRA, outplacement up to $50,000, acceleration/pro-ration of equity per plan terms; agreement auto-renews annually and runs at least 24 months post-CiC |
| Clawback Policy | NYSE-compliant clawback maintained |
| Tax Gross-Ups | No tax gross-ups in CiC agreements |
| Retirement Eligibility | Ms. Stark currently not eligible to retire; voluntary/involuntary termination forfeits outstanding RSUs and PUs absent PCC-approved exceptions |
Estimated values (as of Dec 31, 2024) under termination scenarios:
- Involuntary termination not for cause: severance payable in cash $1,240,000; other separation benefits $104,051; RSUs and PUs generally forfeited due to non-retirement eligibility .
- Termination following a CiC: severance payable in cash $3,777,761; other separation benefits $104,051; immediate vest values: RSUs $871,279; TSR PUs $1,139,130; EG PUs $569,582; LTS PUs $569,582 .
- Accelerated units under CiC termination: TSR 35,093; EG 17,547; LTS 17,547; RSUs 26,842 .
Deferred Compensation and Retirement
| Plan | Executive Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Balance (12/31/2024) |
|---|---|---|---|---|
| PPL Executive Deferred Compensation Plan (EDCP) | $164,870 | $65,753 | $105,318 | $832,024 |
Savings plan participation: Ms. Stark participates in the tax-qualified Retirement Savings Plan (RSP) with 4.5% matching and fixed contributions (3–7% based on service), with parallel make-up contributions in the EDCP due to statutory limits . Ms. Stark does not participate in any PPL pension plan .
Compensation Structure Analysis
- Mix and risk: 2024 LTI set at 200% of salary ($1,169,642), with 80% performance units (TSR/EG/LTS) and 20% RSUs; increases at-risk and performance-based pay relative to fixed cash, reinforcing alignment .
- Annual incentive rigor: EPS gate at $1.60 for any payout and diversified KPIs; 2024 results yielded 114.62% payout, with strong strategic execution scoring 166.54% .
- Equity award design: No options since 2013 (reduces repricing risk); full-value shares with dividend equivalents; robust maximum values disclosed for 2024 PUs, consistent with shareholder-friendly terms (no gross-ups, clawbacks in place) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: Over 96% approval, with investors favoring inclusion of sustainability metrics and disclosure of a compensation peer group; PCC maintained program design for 2025 following favorable feedback .
Investment Implications
- Alignment: High proportion of performance-based equity (TSR, EPS growth, sustainability) and strict ownership/retention rules (no hedging/pledging; ownership guidelines) signal strong alignment with long-term TSR .
- Retention risk: Not retirement-eligible; involuntary termination results in forfeiture of unvested equity absent PCC discretion, creating retention incentive but also potential vest-related selling pressure when RSUs/PUs settle (e.g., 64,975 shares vested in 2024) .
- CiC economics: Double-trigger 3x salary+bonus and accelerated equity vesting under CiC termination provide protection but are standard in market; absence of tax gross-ups and presence of clawbacks mitigate governance risk .
- Signals to watch: Size/timing of future grants and vest events (three-year cycles), progress against EG and LTS metrics, and continued strong strategic initiative performance (a 2024 standout) are likely levers for pay outcomes and potential insider liquidity windows .