DEF 14A of Pinnacle West Capital Corp
Filed Apr 4, 2024 · FY20230000764622-24-000033
Board of Directors
Board of Directors I want to thank the Board of Directors for their outstanding support in 2023. Our Board of Directors plays a vital role in establishing our corporate strategy. I can assure you that our Board is extremely thoughtful and engaged in our Company, our strategy, and our performance. As we noted last year, Kathy Munro will be retiring from the Board at the Annual Meeting. I want to personally thank her for the guidance, knowledge, and expertise that she has brought to the Board and to the leadership team over the years. We are a stronger Company thanks to her service as a director. Finally, your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote promptly. You may vote on the internet; by telephone; or by completing, signing, dating, and returning a Proxy Card or Voting Instruction Form. Thank you for your investment and continued support of Pinnacle West. Sincerely,
Information About Our Board and Corporate Governance
Information About Our Board and Corporate Governance
Director Nomination Process
Director Nomination Process
Director Qualifications
Director Qualifications The Bylaws and the Corporate Governance Guidelines contain Board membership criteria. Under the Bylaws, a Director must be a shareholder of the Company. The Corporate Governance and Public Responsibility Committee is responsible for identifying and recommending to the Board individuals qualified to become Directors. The Board believes its members should collectively have knowledge, skills, and experience in the areas discussed below.
Skills and Experience Possessed by Our Director Nominees
Skills and Experience Possessed by Our Director Nominees
Director Nominees for the 2024 Annual Meeting
Director Nominees for the 2024 Annual Meeting
Proposal 1: Election of Directors
Proposal 1: Election of Directors The nine nominees for election as Directors are set forth on the next page. All nominees will be elected for a one-year term that will expire at the 2025 Annual Meeting. The Directors’ ages are as of February 21, 2024. All of our Directors also serve as Directors of APS for no additional compensation.
Proposal 1: Election of Directors
| | The Board of Directors unanimously recommends a vote FOR the election of each of the nominated Directors. |
Proposal 1: Election of Directors
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Director Nominees’ Key Skills and Experience
Director Nominees’ Key Skills and Experience
Director Nominees’ Key Skills and Experience
| | | | | | | | | | | | DIVERSITY | | | | | | | | | | | Gender or Ethnicity | | | | | | | | | | | FINANCE & ACCOUNTING | | | | | | | | | | | Audit Expertise | | | | | | | | | | | Finance/Capital Allocation | | | | | | | | | | | Financial Literacy and Accounting | | | | | | | | | | | BUSINESS OPERATIONS AND STRATEGY | | | | | | | | | | | Business Strategy | | | | | | | | | | | Complex Operations Experience | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Customer Perspectives | | | | | | | | | | | Extensive Knowledge of Company’s Business Environment | | | | | | | | | | | Cybersecurity/Data Privacy | | | | | | | | | | | Sustainability | | | | | | | | | | | LEADERSHIP EXPERIENCE IN A LARGE ORGANIZATION | | | | | | | | | | | CEO/Senior Leadership | | | | | | | | | | | Public Board Service | | | | | | | | | | | Human Capital Management | | | | | | | | | | | THE COMPANY’S INDUSTRY | | | | | | | | | | | Nuclear Experience | | | | | | | | | | | Utility Industry Experience | | | | | | | | | | | PUBLIC POLICY AND REGULATORY COMPLIANCE | | | | | | | | | | | Government/Public Policy/Regulatory | | | | | | | | | | | RISK OVERSIGHT AND RISK MANAGEMENT | | | | | | | | | | | Risk Oversight and Risk Management | | | | | | | | | |
Director Nominees’ Key Skills and Experience
■Board Leadership
Director Nominees’ Key Skills and Experience
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Director Nominees
Director Nominees
Director Nominees
| GLYNIS A. BRYAN | | | | Age 65 Director since: 2020 ü INDEPENDENT DIRECTOR Committees: •Audit •Finance •Nuclear and Operating | Background | | | | •Since 2007: CFO, Insight Enterprises, Inc. (computer hardware, software, and technology solutions) •Ms. Bryan was a director of Pentair plc, but her term expired on May 9, 2023 •Ms. Bryan is also a director of Wesco | | | | Qualifications As a CFO for more than 15 years, Ms. Bryan brings to the Board broad functional experience in financial planning and analysis, treasury, capital markets, and managing financial risk. In addition to her executive leadership experience, she also has more than 15 years of public company board experience, having served on the Board of Pentair plc, where she served as the Chair of the Audit and Finance Committee and previously served on the Compensation Committee. Ms. Bryan also brings added diversity to the Board as a woman of color. | Nominee Skills and Experience As a long-tenured CFO and member of a public board of a large, multinational corporation, Ms. Bryan brings the following key attributes to the Company: •Audit Expertise •Finance/Capital Allocation •Financial Literacy/Accounting •Business Strategy •Complex Operations Experience •Extensive Knowledge of Company’s Business Environment •CEO/Senior Leadership •Public Board Service •Risk Oversight and Risk Management |
Director Nominees
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Director Nominees
| GONZALO A. DE LA MELENA, JR. | | | | Age 55 Director since: 2022 ü INDEPENDENT DIRECTOR Committees: •Audit •Human Resources •Nuclear and Operating | Background | | | | •Since 2012: Founder and CEO, Emerging Airport Ventures, LLC (airport concessions company) •Mr. de la Melena served as the CEO of the Arizona Hispanic Chamber of Commerce from 2010 to 2020 •Mr. de la Melena currently serves on the Board of Directors of Gainey Business Bank, Education Forward Arizona, and the Airport Minority Advisory Council | | | | Qualifications As the Founder and CEO of Emerging Airport Ventures, Mr. de la Melena brings a deep understanding of finance, investment experience, business strategy, regulatory, and CEO experience to the Board. As an Arizonan, Mr. de la Melena can provide valuable insight into our customers’ expectations, needs, and perspectives. As the former CEO of the Arizona Hispanic Chamber of Commerce, he brings extensive experience in economic development, which is a valuable attribute in light of Arizona’s fast growth and development. Mr. de la Melena also brings added diversity to the Board as a member of the Hispanic community. | Nominee Skills and Experience As the CEO and Founder of Emerging Airport Ventures, as an Arizonan, and as the former CEO of the Arizona Hispanic Chamber of Commerce, Mr. de la Melena brings the following key attributes to the Company: •Finance/Capital Allocation •Financial Literacy and Accounting •Business Strategy •Customer Perspectives •Extensive Knowledge of Company’s Business Environment •Sustainability •CEO/Senior Leadership •Human Capital Management •Risk Oversight and Risk Management |
Director Nominees
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Director Nominees
| RICHARD P. FOX | | | | Age 76 Director since: 2014 ü INDEPENDENT DIRECTOR Committees: •Audit •Corporate Governance and Public Responsibility •Human Resources (Chair) | Background | | | | •Since 2001: Consultant and independent board member for companies in various industries •Mr. Fox previously held executive, operational, and financial positions at CyberSafe Corporation (“CyberSafe”), Wall Data, Inc. (“Wall Data”) and PACCAR Inc., and is a former Managing Partner of Ernst & Young’s Seattle office •Within the past five years, Mr. Fox has served as a director of LiveRamp Holdings, Inc., Frontdoor, Inc., and Univar Solutions, Inc. (“Univar”) | | | | Qualifications As a former Managing Partner of Ernst & Young, former CFO of Wall Data, and President and COO of CyberSafe, Mr. Fox has a deep understanding of auditing, financial, and accounting matters. Mr. Fox has also served on the boards of several companies throughout his career, including eight public companies, giving him extensive insights into corporate governance, human capital management and compensation, investment opportunities, risk oversight and risk management, and the customer perspective. His extensive board experience, including service on various audit, governance, human resources, and finance committees, including chairmanships, adds to the Board’s depth and capabilities. | Nominee Skills and Experience As a former Managing Partner of Ernst & Young, one of the “Big Four” auditing firms with multinational operations, Mr. Fox brings the following key attributes to the Company: •Audit Expertise •Finance/Capital Allocation •Financial Literacy and Accounting •Corporate Governance •Customer Perspectives •Cybersecurity/Data Privacy •CEO/Senior Leadership •Public Board Service •Human Capital Management |
Director Nominees
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Director Nominees
| JEFFREY B. GULDNER | | | | Age 58 Director since: 2019 ü CHAIRMAN OF THE BOARD, PRESIDENT AND CEO OF PNW AND CHAIRMAN OF THE BOARD AND CEO OF APS | Background | | | | •Since May 2022: Chairman of the Board, President and CEO of the Company and Chairman of the Board and CEO of APS •From August 2021 to May 2022: Chairman of the Board, President and CEO of the Company and APS •From November 2019 to August 2021: Chairman of the Board, President and CEO of the Company and Chairman of the Board and CEO of APS •From December 2018 to January 2020: President of APS •From May 2017 to November 2019: Executive Vice President, Public Policy of the Company •From May 2017 to December 2018: Executive Vice President, Public Policy of APS •From May 2017 to August 2018: General Counsel of the Company and APS •From 2014 to May 2017: Senior Vice President, Public Policy of APS | | | | Qualifications Mr. Guldner joined the Company in 2004 and has held a number of leadership and executive positions responsible for several different areas of importance to the health and success of the Company, including public policy, legal, rates and regulation, government affairs, and customer service. Prior to joining APS, Mr. Guldner was a partner in the Phoenix office of Snell & Wilmer LLP, where he practiced public utility, telecommunications, and energy law. Before practicing law, Mr. Guldner served as a surface warfare officer in the United States Navy and was an assistant professor of naval history at the University of Washington. | Nominee Skills and Experience Mr. Guldner has comprehensive experience within the Company in many different areas of importance to the overall health of the Company, including the development of strategy with respect to rates and regulation, as well as our clean energy vision. Mr. Guldner brings the following key attributes to the Company: •Business Strategy •Customer Perspective •Extensive Knowledge of Company’s Business Environment •Sustainability •CEO/Senior Leadership •Human Capital Management •Nuclear Experience •Utility Industry Experience •Government/Public Policy/Regulatory |
Director Nominees
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Director Nominees
| BRUCE J. NORDSTROM | | | | Age 74 Director since: 2000 ü INDEPENDENT DIRECTOR Committees: •Audit (Chair) •Corporate Governance and Public Responsibility •Finance | Background | | | | •Since January 2021: Of Counsel to and certified public accountant, Nordstrom & Associates, P.C., in Flagstaff, Arizona •June 2019 to December 2020: Vice President of and certified public accountant, Nordstrom & Associates, P.C. •From 1988 to June 2019: President of and certified public accountant, Nordstrom & Associates, P.C. | | | | Qualifications As the former president of and current Of Counsel to an accounting firm, Mr. Nordstrom possesses an extensive accounting, auditing, and financial skill set, as well as experience in strategy development and the principles of risk oversight and risk management. His tenure with the Company, in addition to operating an Arizona-based business, has provided him with extensive knowledge of the Company’s business environment. Furthermore, as an individual who built an accounting firm in Flagstaff, Arizona, Mr. Nordstrom has obtained experience in human capital management and compensation, and corporate governance, as well as a familiarity with the perspectives of customers in the northern Arizona service territory of APS. | Nominee Skills and Experience As the former President of Nordstrom & Associates, P.C. and a former practicing CPA, Mr. Nordstrom brings the following key attributes to the Company: •Audit Expertise •Finance/Capital Allocation •Financial Literacy/Accounting •Business Strategy •Corporate Governance •Customer Perspectives •Extensive Knowledge of Company’s Business Environment •Human Capital Management •Risk Oversight and Risk Management |
Director Nominees
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Director Nominees
| PAULA J. SIMS | | | | Age 62 Director since: 2016 ü INDEPENDENT DIRECTOR Lead Director Committees: •Corporate Governance and Public Responsibility (Chair) •Human Resources •Nuclear and Operating | Background | | | | •Since December 2022 and June 2012, respectively: Retired Professor of Practice, University of North Carolina Kenan-Flagler Business School, and Former Senior Vice President of Corporate Development and Improvement, Duke/Progress Merger •From May 2012 to December 2022: Professor of Practice and Executive Coach, University of North Carolina Kenan-Flagler Business School •From January 2011 to June 2012: Senior Vice President of Corporate Development and Improvement and Chief Integration Officer for Duke/Progress Merger •From July 2010 to June 2012: Senior Vice President of Corporate Development and Improvement, Progress Energy, Inc. •From July 2007 to July 2010: Senior Vice President Power Operations, Progress Energy, Inc. | | | | Qualifications Ms. Sims worked directly in the utility industry for more than 13 years. She brings extensive leadership experience to the Company in business and finance strategy, electric utility operations, nuclear strategy, and operating in a regulated environment. In her prior roles at Progress Energy, Ms. Sims was responsible for complex business operations and strategy, including new generation, supply chain, and information technology and cybersecurity, as well as overall process and efficiency improvements. Prior to that, she held leadership positions within GE’s Aviation business for 12 years. Her experience gives her extensive insight into the operational, financial, regulatory, and risk-related matters that are of ever-increasing significance to the Company. | Nominee Skills and Experience Ms. Sims brings hands-on experience in electric utility operations, including generation, renewable energy, energy efficiency, fuels and energy trading, and customer service, as well as an understanding of the role of management and executive oversight, and brings the following key attributes to the Company: •Financial Literacy and Accounting •Complex Operations Experience •Corporate Governance •Extensive Knowledge of Company’s Business Environment •CEO/Senior Leadership •Nuclear Experience •Utility Industry Experience •Risk Oversight and Risk Management •Cybersecurity/Data Privacy |
Director Nominees
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Director Nominees
| WILLIAM H. SPENCE | | | | Age 67 Director since: 2021 ü INDEPENDENT DIRECTOR Committees: •Corporate Governance and Public Responsibility •Finance •Nuclear and Operating (Chair) | Background | | | | •Since March 2021: Former Chairman of the Board, PPL Corporation (investor-owned electric utility) •From June 2020 to March 2021: Chairman of the Board, PPL Corporation •From March 2012 to June 2020: Chairman of the Board, President and Chief Executive Officer, PPL Corporation •Mr. Spence is also a director of Williams Companies, Inc. | | | | Qualifications As the former Chief Executive Officer of an investor-owned electric utility company, Mr. Spence brings a broad range of operating experience in the energy industry. He has extensive experience in strategy development and risk management and has a comprehensive understanding of the issues facing an electric utility, including regulatory strategy and customer service. Mr. Spence also co-chaired an Edison Electric Institute task force that developed an industry strategy for cybersecurity threats. He also brings significant public board experience both from his role as Chairman of PPL Corporation and from his service as a director of Williams Companies, Inc. | Nominee Skills and Experience As a former CEO of an electric utility, Mr. Spence brings the following key attributes to the Board: •Finance/Capital Allocation •Complex Operations Experience •Corporate Governance •CEO/Senior Leadership •Public Board Experience •Nuclear Experience •Utility Industry Experience •Government/Public Policy/Regulatory •Cybersecurity/Data Privacy |
Director Nominees
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Director Nominees
| KRISTINE L. SVINICKI | | | | Age 57 Director since: 2023 ü INDEPENDENT DIRECTOR Committees: •Audit •Nuclear and Operating | Background | | | | •Since February 2021: Adjunct Professor, Nuclear Engineering and Radiological Sciences, University of Michigan •From March 2008 to January 2021: Chairman, U.S. Nuclear Regulatory Commission (January 2017-January 2021) and previously Commissioner (March 2008-January 2017) •From January 2001-March 2008: Professional Staff Member, U.S. Senate •From December 1990 to February 2001: Project Manager and Nuclear Engineer, U.S. Department of Energy •Ms. Svinicki is also a director of Southern Company and TerraPower | | | | Qualifications The NRC oversees nuclear power plant operations in the United States. As the former Chairman of the NRC, Ms. Svinicki brings expertise in all aspects of nuclear energy regulation, operation, technology, cybersecurity and safety. Her broad national and international experience in all aspects of the nuclear utility industry, nuclear energy, government, and regulation brings value to the Board, particularly from the perspective of our operations at PVGS and business environment. Her service with the NRC, including her tenure as Chairman, gives her senior leadership experience in operating large, complex organizations, financial literacy, and human capital management and compensation experience. Ms. Svinicki is certified in cybersecurity oversight from Carnegie Mellon University Software Engineering Institute. | Nominee Skills and Experience As a former U.S. NRC Chairman, Ms. Svinicki brings the following key attributes to the Board: •Finance/Capital Allocation •Financial Literacy and Accounting •CEO/Senior Leadership •Public Board Service •Human Capital Management •Nuclear Experience •Utility Industry Experience •Government/Public Policy/Regulatory •Cybersecurity/Data Privacy |
Director Nominees
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Director Nominees
| JAMES E. TREVATHAN, JR. | | | | Age 70 Director since: 2018 ü INDEPENDENT DIRECTOR Committees: •Corporate Governance and Public Responsibility •Finance (Chair) •Human Resources | Background | | | | •From July 2012 to December 2018: Executive Vice President and COO, Waste Management, Inc. (“Waste Management”) (waste disposal and recycling solutions) •From June 2011 to July 2012: Executive Vice President of Growth, Innovation and Field Support, Waste Management •From July 2007 to June 2011: Senior Vice President — Southern Group, Waste Management | | | | Qualifications Mr. Trevathan brings to the Board almost 40 years of complex operational experience, serving 20 years in an executive capacity, with a focus on safety, environmental issues, customer service, acquisitions, business development, disruptive technology, risk oversight and risk management, and community and regulatory affairs. Through his experience at Waste Management, Mr. Trevathan has gained significant experience in human capital management, and business strategy development, as well as literacy in finance and accounting. | Nominee Skills and Experience From his more than 35 years of operational and executive experience at Waste Management, Mr. Trevathan brings the following key attributes to the Company: •Financial Literacy and Accounting •Complex Operations Experience •Corporate Governance •Customer Perspectives •Sustainability •CEO/Senior Leadership •Human Capital Management •Government/Public Policy/Regulatory •Risk Oversight and Risk Management |
Current Directors Not Standing for Re-election
Current Directors Not Standing for Re-election Kathryn L. Munro will retire from the Board effective at the Annual Meeting. The Board recognizes Ms. Munro for her exceptional service throughout the years and thanks her for her tireless labor, devotion, and service to the Company.
Current Directors Not Standing for Re-election
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Director Compensation
Director Compensation Compensation of the Directors for 2023 was as follows:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($) | Total ($) | | Glynis A. Bryan | 113,339 | 149,816 | 2,471 | 0 | 265,626 | | Richard P. Fox | 133,339 | 149,816 | 15,628 | 0 | 298,783 | | Jeffrey B. Guldner(3) | 0 | 0 | 0 | 0 | 0 | | Gonzalo A. de la Melena, Jr. | 113,339 | 149,816 | 763 | 0 | 263,918 | | Dale E. Klein, Ph.D.(4) | 41,927 | 0 | 0 | 0 | 41,927 | | Kathryn L. Munro | 132,295 | 149,816 | 12,442 | 0 | 294,553 | | Bruce J. Nordstrom | 133,339 | 149,816 | 45,247 | 0 | 328,402 | | Paula J. Sims | 152,048 | 149,816 | 0 | 0 | 301,865 | | William H. Spence | 125,807 | 149,816 | 0 | 0 | 275,623 | | Kristine L. Svinicki(5) | 97,298 | 195,696 | 0 | 0 | 292,994 | | James E. Trevathan, Jr. | 125,807 | 149,816 | 8,250 | 0 | 283,873 | | David P. Wagener(6) | 43,344 | 0 | 0 | 0 | 43,344 |
Director Compensation
(1)In accordance with FASB ASC Topic 718, this amount reflects the aggregate grant date fair value of the stock awards. On May 17, 2023, all of the independent Directors at that time received a grant of either common stock or stock units (“SUs”) based on an election previously delivered to the Company. All Directors who received the grant on May 17, 2023, received common stock except for Messrs. de la Melena, Jr., Fox, Spence, and Trevathan, Jr., and Mses. Bryan, Munro, and Sims, who each received SUs. Under the terms of the SUs, Directors will receive 100% of the SUs in stock, in all cases on the last business day of the month following the month in which they separate from service on the Board, with the exception of Messrs. de la Melena, Jr. and Fox, who will receive the stock on the second anniversary of their respective retirement from the Board. The number of shares of common stock or SUs granted was 1,908, and the grant date fair value of each share of common stock or SU was $78.52, which was the closing stock price on May 17, 2023. In addition, on March 1, 2023, Ms. Svinicki received a pro-rata grant of common stock based on her service on the Board from February 2023 to May 2023 in the amount of 626 shares, and the shares have a grant date fair value of $45,880, based on the closing stock price of $73.29 on March 1, 2023. As of December 31, 2023, the following Directors had the following outstanding restricted stock units (“RSU”) or SU awards: Ms. Bryan — 7,076; Mr. Fox — 10,835; Mr. de la Melena, Jr. — 1,908; Mr. Klein — 1,878; Ms. Munro — 21,137; Ms. Sims — 4,725; Mr. Spence — 3,786; and Mr. Trevathan, Jr. — 8,339. (2)The Company does not have a pension plan for Directors. The amount in this column consists solely of the above-market portion of annual interest accrued under a deferred compensation plan pursuant to which Directors may defer all or a portion of their Board fees. See the discussion of the rates of interest applicable to the deferred compensation program under “Discussion of Nonqualified Deferred Compensation.” (3)Mr. Guldner is an NEO and his compensation is set forth in the Summary Compensation Table. Only non-management Directors are compensated for Board service. (4)Dr. Klein retired from the Board on May 17, 2023. (5)Ms. Svinicki joined the Board on February 22, 2023. (6)Mr. Wagener resigned from the Board on April 27, 2023.
Director Compensation
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Executive Compensation Changes
Executive Compensation Changes We are committed to actively engaging with our shareholders and making changes to our compensation program to ensure that it represents our strong commitment to our pay-for-performance philosophy. Over the past several years, we have undertaken the following: •Beginning in 2021, we restructured the business unit metric portion of our annual cash incentive plan to focus on enterprise shared metrics, which in turn focused our employees on metrics that align with the principles of the APS Promise and our strategic priorities •Ensured performance-based plan goals are set with appropriate levels of rigor •Increased percentage of at-risk compensation •Beginning in 2022, aligned Performance Share Award metrics to shareholder value and our Clean Energy Commitment by eliminating various relative operational metrics and adding EPS performance and clean MW installed metrics •Beginning with the 2022 equity grants, to align with best practice, we: •Modified the RSU awards to only be issued in stock •Removed full vesting upon reaching retirement eligibility; upon retirement, performance share awards payouts will be prorated based on actual time employed during the performance period and RSU recipients will only receive the next subsequent vesting •Provided accelerated vesting upon death and disability •Discontinued provision which provided for certain vesting rights for individuals who met the definition of a late career recipient
2023 Compensation Plan
(1)Mr. Guldner participated in the APS 2023 Annual Incentive Award Plan (the “APS Incentive Plan”). However, under the APS Plan, Mr. Guldner’s incentive opportunity tied to earnings was based on PNW earnings and not APS earnings. For additional details regarding Mr. Guldner’s incentive award for 2023, please refer to pages 74-80. (2)Based on the following business units, as applicable: Corporate Resources (Information Technology), Corporate Resources (Resource Management), Corporate Resources (excluding Resource Management and Information Technology), Customer Experience and Communications, Generation (non-nuclear), Transmission and Distribution, and PVGS. For additional details regarding our goal-setting process and the specific business unit goals for 2023, please refer to pages 76-77 and 79-80. (3)For our 2023 annual long-term equity awards, Messrs. Guldner, Geisler, Heflin, and Smith were granted 70% performance shares and 30% RSUs and Mr. Cooper was granted 60% performance shares and 40% RSUs. For additional details regarding our goal-setting process and the specific long-term goals for 2023 performance share awards, please refer to pages 82-83.
2023 Annual Incentive Award
2023 Annual Incentive Award The Board oversees the Company’s business strategy. The Company maintains a rigorous performance goal-setting process wherein targets are set during our annual business planning process based on strategies and goals that address our long-term issues. •The Committee annually reviews the earnings goal and business unit metrics to ensure alignment with the financial plan and business strategy, with target performance set at levels that are intended to be challenging without incentivizing inappropriate risk taking. •The Company’s goal setting process is guided by our long-term objectives and strategic priorities, using a blend of business considerations, industry benchmark data, and opportunities to improve performance to ensure the appropriate level of rigor. The 2023 annual incentive earnings and business unit components were set with these practices and philosophy as further described on pages 76-80 of this Proxy Statement.
2023 Long-Term Incentive Awards
2023 Long-Term Incentive Awards Our long-term equity incentive compensation is intended to align the interests of executives and our shareholders and increase long-term shareholder value, while also offering an award opportunity that helps attract and retain qualified, experienced executives. The 2023 long-term annual incentive grants awarded to our NEOs were granted consistent with our executive compensation practices and philosophy as described on page 81 of this Proxy Statement.
Role of Compensation Consultants
Role of Compensation Consultants Under its charter, the Committee has the sole authority to retain and terminate a consulting firm to assist the Committee in carrying out its responsibilities. The Committee engaged the Consultant to assist in its evaluation of 2023 compensation for our executive officers. In particular, the Committee instructed the Consultant to prepare a competitive analysis of the compensation of the executive officers of the Company and of APS, and to make recommendations for changes to the existing compensation program, if warranted. The Consultant does not provide any other services to the Company nor its affiliates. The Committee has assessed the independence of the Consultant and has concluded that the Consultant is independent as determined under the NYSE rules.
Role of Compensation Consultants
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Consultant’s Report
| PEER GROUP (33%)(1) | | GENERAL INDUSTRY DATA (33%)(1) | | INDUSTRY-SPECIFIC DATA (33%)(1) | | 2021/2022 compensation information as disclosed in 2022 SEC filings for the peer group (as described below) | + | Based on survey published by Willis Towers Watson PLC (reflecting an interpolation between companies in the $3B-$6B revenue and $6B-$10B revenue brackets) | + | From the Willis Towers Watson Energy Services Industry Survey (reflecting an interpolation between companies in the $3B-$6B revenue bracket and companies with revenues greater than $6B) |
Consultant’s Report
| Name | Target Annual Cash (Salary + Target Annual Incentives) | Long-Term Incentives | Target Total Direct Compensation | | Mr. Guldner | 50th percentile | 25th percentile | Between the 25th and 50th percentile | | Mr. Cooper | < 25th percentile | < 25th percentile | < 25th percentile | | Mr. Geisler | 50th percentile | 25th - 50th percentile | 50th percentile | | Mr. Heflin | 50th percentile | 50th percentile | 50th percentile | | Mr. Smith | 75th percentile | 25th - 50th percentile | 50th percentile |
Determining the Peer Group
Determining the Peer Group The Peer Group (defined below) used as one input in our pay comparison process is reviewed annually to ensure it remains appropriate. In constructing the Peer Group, the Committee takes into consideration the scope and complexity of the Company’s management responsibility and liability exposures, including the following factors: •Pinnacle West’s operating subsidiary, APS, operates PVGS, the largest nuclear power plant in the U.S., which has a $1 billion annual budget, employs slightly under one-third of APS employees, and is subject to comprehensive and complex nuclear and environmental regulation; •The management scope of the PVGS operations requires the Company to seek talent from larger utilities, including those with significant nuclear operations and similar regulatory and business challenges; and •APS has full operational control and legal responsibility for PVGS and Four Corners. This is an important factor because APS does not have 100% ownership of these stations and, therefore, our full operational responsibility is not accounted for in standard measures of Pinnacle West’s or APS’s size. Given these factors, we make certain adjustments to our size measure to account for our operational responsibilities to allow for more appropriate comparability of Pinnacle West to potential peer companies. In particular, we adjust our revenues to reflect our control and responsibility for PVGS and Four Corners. The amount used for APS revenues is adjusted to take into account the revenues that are attributable to co-owned assets over which APS maintains full operational control and legal compliance responsibility. This adjustment resulted in an amount of $5.5 billion compared to its reported twelve months ended June 30, 2022 revenues of $4.0 billion. Within the range of potential peers based on adjusted revenues, the Peer Group is then determined based on additional factors including: •Scope of management complexity •Nuclear operations •Top industry talent (related to management complexity) •Regulated vs. non-regulated operations •Complexities of a challenging regulatory environment •CEO/senior management leadership
Determining the Peer Group
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Determining the Peer Group
As a result of its most recent review, the Committee approved the use of the same Peer Group that was used in setting 2022 executive compensation. The Peer Group is broadly similar to the Company in scope and complexity of operations (taking into account nuclear operations, regulatory profile, and other quantitative and qualitative considerations) and positions the Company between the 25th percentile and median with respect to revenues (adjusted as explained above). As outlined previously, peer proxy data is only one-third of the compensation information that is referenced for our NEOs (except for Mr. Heflin, where peer proxy statement data is weighted at 50%). For setting 2023 compensation, the Peer Group consisted of the following predominantly rate-regulated utilities (the “Peer Group”):
Peer Group
Peer Group
Peer Group
| Alliant Energy Corporation (LNT) Ameren Corporation (AEE) Avangrid, Inc. (AGR) CMS Energy (CMS) DTE Energy Company (DTE) Edison International (EIX) | Evergy, Inc. (EVRG) Eversource Energy (ES) Hawaiian Electric Industries, Inc. (HE) NiSource Inc. (NI) OGE Energy Corp. (OGE) | PNM Resources, Inc. (PNM) PPL Corporation (PPL) The Southern Company (SO) WEC Energy Group, Inc. (WEC) Xcel Energy, Inc. (XEL) |
Base Salary
Base Salary Base salaries are set at competitive levels to attract and retain qualified, experienced executives. Salary levels are based on experience, performance and responsibilities, and benchmarked to the Peer Group and market survey data to align with competitive levels. The Committee reviews competitive salary information and individual salaries for executive officers on an annual basis. In considering individual salaries, the Committee reviews the scope of job responsibilities, individual contributions, business performance, retention concerns, and current compensation compared to market practices. The Committee also considers that base salary is used as the basis for calculating annual incentive awards.
Annual Cash Incentives
Annual Cash Incentives Our annual cash incentives are strongly performance-based and designed to both reward achievement of pre-determined annual performance objectives that are critical to our business operations and to attract and retain qualified, experienced executives. Performance for NEOs is measured based on relevant and objective earnings and business unit metrics. •CEO. Mr. Guldner participated in the APS Incentive Plan, but the award opportunities are based 50% on the achievement of 2023 Pinnacle West earnings levels and 50% on the achievement of enterprise shared metrics that are aligned with achieving our strategic goals and APS business unit performance goals in the functional areas of customer experience and communications, transmission and distribution, generation (non-nuclear), corporate resources, and PVGS. •Other NEOs. Messrs. Cooper, Geisler and Smith participated in the APS Incentive Plan and Mr. Heflin participated in the APS 2023 Annual Incentive Award Plan for Palo Verde Employees (the “Palo Verde Incentive Plan”). The APS Incentive Plan and the Palo Verde Incentive Plan are collectively referred to as the “2023 Incentive Plans.” In December 2022, the Committee approved the CEO portion of the APS Annual Incentive Plan and the Board, on the recommendation of the Committee, approved the 2023 Incentive Plans for all other officers. In February 2023, the 2023 Incentive Plans were amended to reflect an increase to incentive earnings targets driven primarily by impacts of interest rates and updated pension estimates. In June 2023, the 2023 Incentive Plans were further amended to reflect the Company’s updated Clawback Policy as discussed on page 86 of this Proxy Statement.
2023 Annual Incentive Plan Component Summary
2023 Annual Incentive Plan Component Summary
2023 Annual Incentive Plan Component Summary
| 2023 CEO Annual Cash Incentive (1) | = | PNW Earnings Performance 50% | + | Business Unit Performance 50% | | | | APS Incentive Plan: Earnings threshold must be met for any payout of annual incentive award | | | | 2023 Other NEOs Annual Cash Incentive (1) | = | APS Earnings Performance 50% | + | Business Unit Performance 50% | | | | APS Incentive Plan: Earnings threshold must be met for any payout of annual incentive award Palo Verde Incentive Plan: Earnings threshold and target business unit performance must be met for payout of APS earnings component; if earnings threshold is not met, there can still be a payout under the business unit performance component | | |
2023 Annual Incentive Plan Component Summary
(1)Weightings are shown as a percentage of total incentive opportunity.
2023 Annual Incentive Plan Component Summary
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2023 Annual Incentive Plan Component Summary
Individual awards under our annual cash incentive plans are based on the achievement of relevant and objective earnings, enterprise shared metric goals, and business unit goals, which tie payouts directly to performance on key operational and core measures related to shared enterprise and business unit performance and ultimately serve to enhance shareholder value. The 2023 Incentive Plans allows the Committee to modify annual incentive payments to account for various individual accomplishments. As such, Mr. Smith’s annual incentive award was increased by 20% in recognition of his significant leadership and contributions during 2023 associated with the sale of the Company’s subsidiary, Bright Canyon Energy Corporation the first stage of which closed in August 2023 with remaining stages completed in January 2024. This individual performance modifier represented a $133,387 increase to Mr. Smith’s annual incentive award for 2023.
2023 Incentive Plan Opportunities and Achievements
2023 Incentive Plan Opportunities and Achievements Each year the Committee determines target annual incentive awards for the NEOs, expressed as a percentage of base salary. The target award percentages and actual annual incentive award payouts for 2023 are shown below:
2023 Incentive Plan Opportunities and Achievements
| NEO | Threshold (% of Salary) | Target (% of Salary) | Maximum (% of Salary) | 2023 Actual (% of Salary) | 2023 Actual ($) | | Mr. Guldner | 28.75 | 115 | 230 | 167.1 | 1,880,049 | | Mr. Cooper | 17.50 | 70 | 140 | 98.8 | 592,830 | | Mr. Geisler | 21.25 | 85 | 170 | 121.7 | 815,287 | | Mr. Heflin | 18.75 | 75 | 150 | 106.0 | 757,721 | | Mr. Smith (1) | 18.75 | 75 | 150 | 127.0 | 800,321 |
2023 Incentive Plan Opportunities and Achievements
(1)2023 Actual includes an additional 20% ($133,387) performance modifier.
2023 APS Incentive Plan Results
2023 APS Incentive Plan Results The weightings and results for Messrs. Guldner, Cooper, Geisler, and Smith under the APS Incentive Plan, and Mr. Heflin under the Palo Verde Incentive Plan, are outlined below. Additional details on shared enterprise metrics and/or business area specific metric performance can be found on page 79 of the Proxy:
2023 APS Incentive Plan Results
| | | 50% Business Unit Performance | | | | | | | NEO | 50% Earnings(1) (%) | Corporate Resources (%) | Customer Experience & Communications (%) | Generation (non-nuclear) (%) | Transmission/ Distribution (%) | Palo Verde (%) | 2023 Total (%) | | Mr. Guldner | 166 | 121(2) | 122 | 123 | 137 | 122 | 125 | | Weighting | (50) | (10) | (10) | (10) | (10) | (10) | (50) | | Mr. Cooper | 161 | 121(3) | | | | | 121 | | Weighting | (50) | (50) | | | | | (50) | | Mr. Geisler | 161 | 120(4) | 122 | 123 | 137 | | 125 | | Weighting | (50) | (12.5) | (12.5) | (12.5) | (12.5) | | (50) | | Mr. Heflin | 161 | | | | | 122 | 122 | | Weighting | (50) | | | | | (50) | (50) | | Mr. Smith | 161 | 121(5) | | | | | 121 | | Weighting | (50) | (50) | | | | | (50) |
2023 APS Incentive Plan Results
(1)Reflects PNW earnings for Mr. Guldner and APS earnings for all others. (2)Reflects the average of all Corporate Resources business units. (3)Reflects the Finance/Accounting business unit. (4)Reflects the average of all Corporate Resources business units weighted at 15% plus the Resource Management and Information Technology business units weighted at 5% each. (5)Reflects the Legal Corporate Resources business unit.
2023 APS Incentive Plan Results
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2023 Incentive Plan Target Setting Process
2023 Incentive Plan Target Setting Process
2023 PNW and APS Incentive Plan Results — Earnings
2023 PNW and APS Incentive Plan Results — Earnings For incentive plan purposes, earnings for Pinnacle West were 166% of target and earnings for APS were 161% of target, at $501.6 million and $555.6 million, respectively, as shown below. The 2023 earnings results were driven primarily by: •higher revenues as a result of a constructive appellate court decision that reversed a disallowance of recovery for required investments in pollution control equipment at our Four Corners; •higher revenues from warmer than expected weather, including a record-breaking summer with 55 days over 100 degrees; and •gain on the sale of the Company’s subsidiary, Bright Canyon Energy Corporation, which impacted only PNW earnings. The earnings portion of the annual cash incentive for Mr. Guldner as CEO was determined based on Pinnacle West earnings weighted at 50% of the award. For all NEOs other than the CEO, the earnings portion of the annual cash incentive was determined based on APS earnings and weighted at 50% of the award. The APS Incentive Plan provides that if the threshold earnings number is not met, no incentive payment will be awarded, regardless of business unit performance.
2023 PNW and APS Incentive Plan Results — Earnings
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2023 PNW and APS Incentive Plan Results — Earnings
The Palo Verde Incentive Plan provides that if the threshold earnings number is not met, the APS earnings portion of the incentive payment will not be awarded. In addition, under the Palo Verde Incentive Plan, PVGS’s overall business unit performance was required to achieve at least 100% of the target level for 2023 before Mr. Heflin could receive any payout under the APS earnings portion.
2023 PNW and APS Incentive Plan Results — Earnings
| | Performance (in millions) | | | | | Metric | Threshold | Target | | Maximum | | | | | $501.6 | | | | | | 2023 Results | | | PNW Incentive Earnings | | | | | | | $415 | $467 | | $519 |
2023 PNW and APS Incentive Plan Results — Earnings
| | Performance (in millions) | | | | Metric | Threshold | Target | Maximum | | | | | $555.6 | | | | | 2023 Results | | APS Incentive Earnings | | | | | | $472 | $524 | $576 |
2023 PNW and APS Incentive Plan Results — Earnings
Under the terms of the 2023 Incentive Plans, the Committee may adjust plan targets or incentive results and may make other changes to the plan deemed necessary or appropriate due to unanticipated events that arise during the performance period or unusual or non-recurring adjustments on actual earnings that arise during the performance period, including without limitation, ACC rate-related impacts on earnings. The Committee made no adjustment to the Pinnacle West 2023 earnings number for purposes of the 2023 Incentive Plans. As permitted by the terms of the 2023 Incentive Plans, the Committee adjusted APS 2023 earnings to reflect a budget correction to a tax allocation that was made within the Pinnacle West consolidated group of companies, which impacted the APS 2023 earnings by $8 million. The net effect of this adjustment was an increase in APS 2023 earnings from $547.3 million to $555.6 million. The intra-company tax allocation did not impact the consolidated Pinnacle West earnings target.
2023 PNW and APS Incentive Plan Results — Earnings
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2023 PNW and APS Incentive Plan Results — Business Unit Metrics
2023 PNW and APS Incentive Plan Results — Business Unit Metrics The 2023 average of all business unit metrics performance for 2023 was 125% of target compared to 110% of target in 2022.
2023 PNW and APS Incentive Plan Results — Business Unit Metrics
| | Business Unit Performance | | | | | | | | Corporate Resources (%) | Customer Experience (%) | Generation (non-nuclear) (%) | Transmission/ Distribution (%) | Palo Verde (%) | Average (%) | | 2023 Results | 121 | 122 | 123 | 137 | 122 | 125 | | 2022 Results | 103 | 111 | 125 | 63 | 151 | 110 |
2023 PNW and APS Incentive Plan Results — Business Unit Metrics
As indicated above, NEOs are evaluated based on shared enterprise metrics and/or business area specific metrics that correlate to their responsibilities. The business unit component for each NEO was weighted at 50%, with multiple business area results averaged for applicable NEOs. The 2023 Incentive Plans allow the Committee to make adjustments for individual performance, and the Committee may exercise discretion under the 2023 Incentive Plans due to unanticipated events that might arise during the performance period. In 2023 and 2022, the Committee made no adjustments to the business metrics. The following table summarizes the shared enterprise metrics and/or business area specific metrics used for each business unit, in addition to individual weightings, targets, and 2023 results. Under the components of the 2023 Incentive Plans, the range of potential achievement for each business unit metric was zero to 200% of the target level. Within that range, a target level of achievement provided for a 100% payout, a threshold level provided for a 50% of target payout, and a maximum level provided for a 200% of target payout. The percentage of target performance achieved reflects the comparison of our actual achievement of a particular measure for 2023 to the target established for that measure.
2023 PNW and APS Incentive Plan Results — Business Unit Metrics
| Business Unit Measures and Weighting | Measure | Target | Actual Results | % of Target Performance Achieved | | Shared Enterprise Metrics (60%) (excluding PVGS) | | | | 57 | | Employee Safety (15%) | Total Company Serious Injury and Fatality(1) (“SIF”) (15%) | N/A | 8 | 50 | | Customer Experience (15%) | J.D. Power Business Study Overall Customer Satisfaction (4%) | Middle third of 2nd Quartile | Top third of 2nd Quartile | 200 | | | J.D. Power Utility Residential Study Overall Customer Satisfaction (11%) | Middle third of 2nd Quartile | Middle third of 2nd Quartile | 100 | | Customer Affordability (30%) | PNW O&M (15%) | N/A | $37.1M Over | 0 | | | PNW Capital (15%) | Target +/- $5M | $1.8M Over | 200 | | Corporate Resources (Information Technology) | | | | 125 | | Shared Enterprise Metrics (60%) | | | | 57 | | Reliability (40%) | Average of Operations Groups(2) Results (30%) | 100% | 162% | 162 | | | Mission and Business Critical Systems Service Level Performance (10%) | 90.00% | 100.00% | 200 |
2023 PNW and APS Incentive Plan Results — Business Unit Metrics
(1)Measured quarterly; pays at maximum for each quarter with no recordable incidents; no payout in the event of an APS employee work-related fatality. (2)Average includes: Transmission and Distribution, Customer Experience and Communications, Generation (non-nuclear) and PVGS.
2023 PNW and APS Incentive Plan Results — Business Unit Metrics
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2023 PNW and APS Incentive Plan Results — Business Unit Metrics
| Business Unit Measures and Weighting | Measure | Target | Actual Results | % of Target Performance Achieved | | Corporate Resources (Resource Management) | | | | 116 | | Shared Enterprise Metrics (60%) | | | | 57 | | Reliability (40%) | Average of Operations Groups(2) Results (20%) | 100% | 162% | 162 | | | EIM Flex Ramping Value (20%) | 97.25% | 97.58% | 133 | | Corporate Resources (excluding Information Technology and Resource Management) | | | | 121 | | Shared Enterprise Metrics (60%) | | | | 57 | | Reliability (40%) | Average of Operations Groups(2) Results (40%) | 100% | 162% | 162 | | Customer Experience and Communications | | | | 122 | | Shared Enterprise Metrics (60%) | | | | 57 | | Customer Experience (40%) | Customer Care Service Level (20%) | 75% | 77% | 125 | | | Digital Engagement (20%) | 4% | 18% | 200 | | Generation (non-nuclear) | | | | 123 | | Shared Enterprise Metrics (60%) | | | | 57 | | Reliability (20%) | G&O Start-Up Reliability (20%) | 99.2% | 99.7% | 200 | | Customer Experience (20%) | Fleet Summertime Equivalent Availability Factor (20%) | 92.8% | 93.4% | 130 | | Transmission and Distribution | | | | 137 | | Shared Enterprise Metrics (60%) | | | | 57 | | Reliability (40%) | System Average Interruption Frequency Index (“SAIFI”) — All Interruptions (20%) | 1.05 | 0.88 | 200 | | | System Average Interruption Duration Index (“SAIDI”) — All Interruptions (20%) | 147.34 | 98.58 | 200 | | PVGS(3) | | | | 122 | | Employee Safety (15%) | PV SIF(4) — Employees and Contractors (10%) | N/A | 0 | 200 | | | PI&R Performance Index (out of 7), measured quarterly (5%) | 6 Green/White No Red | 7 Green/White; | 200 | | Customer Experience (25%) | Site Capacity Factor (10%) | 92.00% | 91.42% | 71 | | | Summer Reliability Capacity Factor (15%) | 99.00% | 98.95% | 95 | | Nuclear Operations (10%) | INPO Operational Focus Index (Nov) (10%) | 2nd Quartile | 2nd Quartile | 100 | | Reliability (30%) | Scrams (Avoidable) (5%) | 0 | 2 | — | | | Spring Outage Performance (7.5%) | 4 of 5 | 5 of 5 | 200 | | | Fall Outage Performance (7.5%) | 4 of 5 | 5 of 5 | 200 | | | INPO Equipment Performance Indicator Index (Nov) (10%) | Top of 2nd Quartile | 2nd Quartile | 50 | | Customer Affordability (20%) | Capital Budget (Jun) (5%) | $2M < Budget | $1.1M Under | 190 | | | O&M Budget (15%) | $2M < Budget | $0.1M Under | 105 |
2023 PNW and APS Incentive Plan Results — Business Unit Metrics
(3)PVGS business unit performance goals must achieve at least 100% payout overall before payment of the APS performance component can occur. (4)Measured quarterly; pays at maximum for each quarter with no recordable incidents; no payout in the event of a PVGS work-related fatality.
2023 PNW and APS Incentive Plan Results — Business Unit Metrics
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Long-Term Incentives
Long-Term Incentives Our long-term equity incentive compensation is intended to align the interests of executives and our shareholders and increase long-term shareholder value while also offering an award opportunity that helps attract and retain qualified, experienced executives. The Company currently uses two types of equity awards: performance shares and RSUs. For our CEO, APS President, and Executive Vice Presidents, our annual long-term equity awards were granted 70% to performance-based measures and 30% to time-based vesting, and for all other NEO officers, 60% to performance-based measures and 40% to time-based vesting.
2023 Long-Term Equity Incentive Component Summary
2023 Long-Term Equity Incentive Component Summary
2023 Long-Term Equity Incentive Component Summary
| Vehicle | % of Target Equity Pay Mix | Measurement Period | Performance Link | | Performance Shares | 70(1) | 3 years | Relative TSR (40%) | | | | | EPS Performance (40%) | | | | | Clean MWs Installed (20%) | | RSUs | 30(1) | Vest ratably over 4 years | Stock Price |
2023 Long-Term Equity Incentive Component Summary
(1)For our 2023 annual long-term equity awards, Messrs. Guldner, Geisler, Heflin, and Smith were granted 70% performance shares and 30% RSUs; Mr. Cooper was granted 60% performance shares and 40% RSUs. To determine the amount of performance share and RSU awards for the annual grants made in February 2023, the Committee first established a target compensation value for each officer that it wanted to deliver through long-term equity award opportunities. The Committee considered various factors, including the retention value of the total compensation package, the long-term equity component in light of the competitive environment, and individual performance. The Committee also considered target value, taking into consideration the Company’s achievement of earnings targets, and overall performance. Once the target value was established, the Committee determined the number of shares subject to the awards by reference to the then-current market value of the Company’s common stock, and then allocated the 2023 awards 70% to performance shares and 30% to RSUs for the CEO, APS President, and Executive Vice Presidents, 60% to performance shares and 40% to RSUs for all Senior Vice Presidents, and 50% to performance shares and 50% to RSUs for all other officers. The 2023 awards to the NEOs were as follows:
2023 Long-Term Equity Incentive Component Summary
| Name | Performance Shares – 70%(#) | RSUs – 30%(#) | Grant Date Value($)(1) | | Mr. Guldner | 46,124 | 19,768 | $4,885,233 | | Mr. Cooper(2) | 9,916 | 6,612 | $1,225,386 | | Mr. Geisler | 13,456 | 5,768 | $1,425,268 | | Mr. Heflin | 12,276 | 5,264 | $1,300,416 | | Mr. Smith | 9,680 | 4,148 | $1,025,208 |
2023 Long-Term Equity Incentive Component Summary
(1)For purposes of this table, Grant Date Value is equal to the total number of shares multiplied by the Company’s closing stock price on the date of grant ($74.14). (2)Mr. Cooper’s February 2023 annual awards were 60% performance shares and 40% RSUs.
2023 Long-Term Equity Incentive Component Summary
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Performance Shares
Performance Shares
2023 Performance Shares
2023 Performance Shares We granted performance shares to our NEOs in February 2023 for a three-year performance period (the “2023 Performance Shares”) with three distinct elements — relative TSR, EPS performance, and the number of clean MWs installed.
2023 Performance Shares
| Metrics | Weighting | Rationale and Performance Link | | Relative TSR Measures the Company’s TSR performance against: •EEI Index | 40% | Links pay to key measures generating shareholder value relative to others in the industry | | EPS Performance Measures the Company’s actual EPS to our EPS target | 40% | Links pay to key measures generating shareholder value and financial target | | Clean MWs Installed Measures the Company’s clean MWs installed to our clean MWs installed target | 20% | Links pay to Clean Energy Commitment |
2023 Performance Shares
The Committee grants each award recipient a specified number of performance shares, which is allocated based on a weighting and considered the “Base Grant” for each performance element. Under each of the performance elements, the maximum award opportunity is 200% of the Base Grant, which reflects the performance of the three elements. We anticipate that the common stock payout, if any, for each element described below will be made in February 2026.
TSR
| Relative TSR Performance Scale | Performance Share Payout | Total Maximum Award Opportunity | | 90th Percentile or Greater | 200% of the Base Grant | 200% of Base Grant | | 55th Percentile(1) | 100% of the Base Grant | | | 25th Percentile | 25% of the Base Grant | | | Less than 25th Percentile | None | |
EPS Performance
| Average EPS Performance Scale | Performance Share Payout | Total Maximum Award Opportunity | | 110.0% | 200% of the Base Grant | 200% of Base Grant | | 100.0% | 100% of the Base Grant | | | 95.0% | 25% of the Base Grant | | | Less than 95.0% | None | |
Clean MWs Installed
| Actual Clean MW Installed Performance Scale | Performance Share Payout | Total Maximum Award Opportunity | | 105.0% | 200% of the Base Grant | 200% of Base Grant | | 90.0% | 100% of the Base Grant | | | 75.0% | 25% of the Base Grant | | | Less than 75.0% | None | |
Payouts of 2020 Plan Awards
Payouts of 2020 Plan Awards In 2020, the Committee granted performance shares to the NEOs based on relative TSR and relative operational performance. For the three-year period ended December 31, 2022, our TSR percentile was 11.1% compared to the companies in the Index. This was below the 25th percentile, so the NEOs did not receive a payout for the TSR portion of these performance shares. For the same period, our average performance percentile with respect to the 2020 operational performance metrics was 68.5% compared to the companies included in the operational performance metrics. The actual payout to each NEO is identified in the Option Exercises and Stock Vested table.
RSUs
RSUs We granted RSUs to our NEOs in February 2023. RSUs vest in equal 25% installments over four years if the award recipient remains employed by the Company or one of its subsidiaries unless the recipient meets any of the exceptions described under “Potential Payments upon Termination or Change of Control”. Each RSU represents the fair market value of one share of our common stock on the applicable vesting date, and the value rises and falls with the Company’s stock price. Dividend equivalents, payable in cash, are credited on each RSU to the same extent that dividends are declared and paid on our common stock and treated as reinvested, but are paid only if the associated RSU vests. The 2023 RSUs are included in the Summary Compensation Table in the column under “Stock Awards” and in the Grants of Plan-Based Awards table. RSUs granted in previous years that vested in 2023 are identified in the Option Exercises and Stock Vested table.
Change of Control Agreements
Change of Control Agreements The Company maintains Key Executive Employment and Severance Agreements (the “Change of Control Agreements”) for our officers, including the NEOs. Similar to our deferred compensation programs, Change of Control Agreements do not have a significant impact on compensation design. We discuss our Change of Control Agreements in more detail under “Potential Payments upon Termination or Change of Control.” Our Change of Control Agreements are “double trigger” agreements that provide severance benefits if, during a specified period following a change of control, the Company terminates an employee without “cause” or the employee terminates employment “for good reason”, as such terms are defined under such agreements. We believe that the possibility of strategic transactions or unsolicited offers creates job uncertainty for executives, and that the Change of Control Agreements provide effective incentives for executives to stay with the Company in light of these uncertainties. In addition, we believe that if the agreements are appropriately structured, they do not deter takeovers or disadvantage shareholders. Each agreement is terminable by the Company on notice given six months prior to each anniversary of the agreement. In May 2009, in connection with a review of its executive compensation practices, the Company determined that, on a going-forward basis, it would no longer provide excise tax gross-up payments in new or materially amended Change of Control Agreements with its NEOs, but provided for an exception that gave the Company the ability to include a limited excise tax gross-up provision in connection with recruiting a new executive to the Company. In 2018, the Committee removed this exception. Since 2021, the Change of Control Agreements for all NEOs (except Mr. Guldner, whose agreement was not amended nor modified) contain a “best net benefit” provision which provides that the Company’s payments to the officer can be reduced to the extent that no portion of the reduced payments shall be subject to certain excise taxes under the Internal Revenue Code of 1986 (the “Code”), but only if the officer’s net after-tax benefit is greater than his or her net after-tax benefit would have been if such reduction were not made and the officer paid the excise tax. In addition to the Change of Control Agreements described above, under the terms of our 2012 Plan and 2021 Plan, awards are accelerated upon a change of control, unless the Board chooses to override such provisions. In exercising its override authority, the Board must conclude, in good faith, that participants’ awards will remain outstanding, be assumed by any successor company, or be exchanged for new awards pursuant to a change of control, and that there will be no material impairment to either the value of the awards or the opportunity for future appreciation in respect of the awards.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the total compensation earned or paid to the Company’s NEOs:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jeffrey B. Guldner, Chairman of the Board, President and Chief Executive Officer of PNW and Chairman of the Board and Chief Executive of APS | 2023 | 1,125,000 | 0 | 5,028,405 | 1,880,049 | 1,253,907 | 34,831 | 9,322,192 | | | 2022 | 1,100,000 | 0 | 4,577,787 | 1,710,723 | 931,174 | 38,633 | 8,358,317 | | | 2021 | 1,100,000 | 0 | 4,079,762 | 1,790,074 | 1,099,555 | 30,766 | 8,100,157 | | Andrew D. Cooper, Senior Vice President and Chief Financial Officer, PNW and APS | 2023 | 600,000 | 0 | 1,269,171 | 592,830 | 163,357 | 28,935 | 2,654,293 | | | 2022 | 440,821 | 0 | 895,565 | 526,750 | 64,803 | 43,113 | 1,971,052 | | Theodore N. Geisler, President, APS | 2023 | 670,000 | 0 | 1,467,032 | 815,287 | 270,264 | 32,505 | 3,255,088 | | | 2022 | 622,260 | 0 | 1,376,974 | 831,872 | 128,704 | 31,217 | 2,991,027 | | | 2021 | 450,000 | 0 | 1,051,582 | 447,757 | 93,957 | 28,489 | 2,071,785 | | Adam C. Heflin, Executive Vice President and Chief Nuclear Officer of PVGS, APS | 2023 | 715,000 | 0 | 1,338,517 | 757,721 | 240,596 | 24,473 | 3,076,307 | | | 2022 | 400,822 | 500,000 | 2,283,316 | 527,008 | 71,793 | 5,577 | 3,788,516 | | Robert E. Smith, Executive Vice President, General Counsel and Chief Development Officer of PNW and APS | 2023 | 630,000 | 0 | 1,055,255 | 800,321 | 270,751 | 34,390 | 2,790,717 | | | 2022 | 620,000 | 0 | 871,606 | 699,825 | 213,331 | 31,381 | 2,436,143 | | | 2021 | 610,000 | 0 | 762,436 | 646,333 | 229,176 | 26,800 | 2,274,745 |
Summary Compensation Table
(1)The amounts in this column reflect the aggregate grant date fair value of performance shares and RSUs computed in accordance with FASB ASC Topic 718. The TSR performance share value reported is based on the probable outcome of the performance conditions as of the grant date using a Monte Carlo simulation model: for Messrs. Guldner, Geisler, Heflin, and Smith ($81.90); and for Mr. Cooper ($85.18); the EPS and clean MWs installed performance share value is based on the closing price on the date of grant ($74.14); and the amounts in the column are allocated between the various equity grants as follows:
Summary Compensation Table
| Name | RSUs ($) | Performance Shares ($) | | Mr. Guldner | 1,465,600 | 3,562,805 | | Mr. Cooper | 490,214 | 778,957 | | Mr. Geisler | 427,640 | 1,039,392 | | Mr. Heflin | 390,273 | 948,244 | | Mr. Smith | 307,533 | 747,722 |
Summary Compensation Table
The aggregate grant date fair value of the performance shares granted in 2023, assuming the highest level of performance is achieved, is as follows: Mr. Guldner — $7,125,611; Mr. Cooper — $1,557,914; Mr. Geisler — $2,078,785; Mr. Heflin — $1,896,489; and Mr. Smith — $1,495,444.
Summary Compensation Table
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Summary Compensation Table
(2)These amounts represent the payments described under “Executive Compensation Components — Annual Cash Incentives” in the CD&A. (3)The amounts in this column for 2023 consist of: (i) the estimated aggregate change in the actuarial present value from December 31, 2022 to December 31, 2023 of each of the NEO’s accumulated benefits payable under all defined benefit and actuarial pension plans (including supplemental plans and employment agreements) as follows: Mr. Guldner — $1,223,951; Mr. Cooper — $163,357; Mr. Geisler — $263,121; Mr. Heflin — $240,175; and Mr. Smith — $252,753; and (ii) the above-market portion of interest accrued under the deferred compensation plan as follows: Mr. Guldner — $29,956; Mr. Geisler — $7,143; Mr. Heflin — $421; and Mr. Smith — $17,998. The actuarial present value provided in this footnote is driven by certain assumptions, including the discount rate and the mortality assumption. (4)The amounts in this column include the following amounts for each of the NEOs for 2023:
Summary Compensation Table
| Mr. Guldner: | | | •Company’s contribution under the 401(k) plan | 14,850 | | •Perquisites and personal benefits consisting of a car allowance, executive physical, and financial planning | 19,981 | | Mr. Cooper: | | | •Company’s contribution under the 401(k) plan | 14,850 | | •Perquisites and personal benefits consisting of a car allowance, executive physical, and financial planning | 14,085 | | Mr. Geisler: | | | •Company’s contribution under the 401(k) plan | 14,850 | | •Perquisites and personal benefits consisting of a car allowance, executive physical, and financial planning | 17,655 | | Mr. Heflin: | | | •Company’s contribution under the 401(k) plan | 14,473 | | •Perquisite consisting of a car allowance | 10,000 | | Mr. Smith: | | | •Company’s contribution under the 401(k) plan | 14,850 | | •Perquisites and personal benefits consisting of a car allowance, executive physical, and financial planning | 19,540 |
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| Name | Grant Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jeffrey B. Guldner | | | 6,469 | 1,293,750 | 2,587,500 | | | | | | | | 02/21/2023(4) | | | | | 9,225 | 18,450 | 36,900 | | 1,511,055 | | | (PS TSR) | | | | | | | | | | | | 02/212023(4) | | | | | 9,225 | 18,450 | 36,900 | | 1,367,883 | | | (PS EPS) | | | | | | | | | | | | 02/21/2023(4) | | | | | 4,612 | 9,224 | 18,448 | | 683,867 | | | (PS Clean) | | | | | | | | | | | | 02/21/2023(5) | | | | | | | | 19,768 | 1,465,600 | | | (RSU) | | | | | | | | | | | Andrew D. Cooper | | | 2,100 | 420,000 | 840,000 | | | | | | | | 02/21/2023(4) | | | | | 1,983 | 3,966 | 7,932 | | 337,824 | | | (PS TSR) | | | | | | | | | | | | 02/212023(4) | | | | | 1,983 | 3,966 | 7,932 | | 294,039 | | | (PS EPS) | | | | | | | | | | | | 02/21/2023(4) | | | | | 992 | 1,984 | 3,968 | | 147,094 | | | (PS Clean) | | | | | | | | | | | | 02/21/2023(5) | | | | | | | | 6,612 | 490,214 | | | (RSU) | | | | | | | | | | | Theodore N. Geisler | | | 2,848 | 569,500 | 1,139,000 | | | | | | | | 02/21/2023(4) | | | | | 2,691 | 5,382 | 10,764 | | 440,786 | | | (PS TSR) | | | | | | | | | | | | 02/212023(4) | | | | | 2,691 | 5,382 | 10,764 | | 399,021 | | | (PS EPS) | | | | | | | | | | | | 02/21/2023(4) | | | | | 1,346 | 2,692 | 5,384 | | 199,585 | | | (PS Clean) | | | | | | | | | | | | 02/21/2023(5) | | | | | | | | 5,768 | 427,640 | | | (RSU) | | | | | | | | | | | Adam C. Heflin | | | 2,681 | 536,250 | 1,072,500 | | | | | | | | 02/21/2023(4) | | | | | 2,455 | 4,910 | 9,820 | | 402,129 | | | (PS TSR) | | | | | | | | | | | | 02/212023(4) | | | | | 2,455 | 4,910 | 9,820 | | 364,027 | | | (PS EPS) | | | | | | | | | | | | 02/21/2023(4) | | | | | 1,228 | 2,456 | 4,912 | | 182,088 | | | (PS Clean) | | | | | | | | | | | | 02/21/2023(5) | | | | | | | | 5,264 | 390,273 | | | (RSU) | | | | | | | | | | | Robert E. Smith | | | 2,363 | 472,500 | 945,000 | | | | | | | | 02/21/2023(4) | | | | | 1,936 | 3,872 | 7,744 | | 317,117 | | | (PS TSR) | | | | | | | | | | | | 02/212023(4) | | | | | 1,936 | 3,872 | 7,744 | | 287,070 | | | (PS EPS) | | | | | | | | | | | | 02/21/2023(4) | | | | | 968 | 1,936 | 3,872 | | 143,535 | | | (PS Clean) | | | | | | | | | | | | 02/21/2023(5) | | | | | | | | 4,148 | 307,533 | | | (RSU) | | | | | | | | | |
Grants of Plan-Based Awards
(1)In this column, the abbreviation “PS” means performance share awards and “RSU” means restricted stock unit awards. (2)As required by SEC rules, the “Estimated Possible Payouts” represent the “threshold,” “target,” and “maximum” payouts the NEOs were eligible to receive under the 2023 Incentive Plans. The actual awards paid to the NEOs under the 2023 Incentive Plans are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. With respect to Messrs. Guldner, Cooper, Geisler, and Smith, the minimum amount each officer would have been eligible to receive was calculated based on earnings achieving
Grants of Plan-Based Awards
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Grants of Plan-Based Awards
1% and no achievement of the business unit performance metrics. The minimum amount Mr. Heflin would have been eligible to receive was calculated based on the business unit performance metrics achieving 1% and no achievement of the APS earnings goals under the Palo Verde Incentive Plan. (3)The amounts in this column reflect the aggregate grant date fair value of performance shares and RSUs computed in accordance with FASB ASC Topic 718. (4)This amount represents the 2023 Performance Shares described under “Executive Compensation Components — Long-Term Incentives — Performance Shares” in the CD&A. In accordance with FASB ASC Topic 718, the TSR performance share value reported is based on the probable outcome of the performance conditions as of the grant date using a Monte Carlo simulation model: for Messrs. Guldner, Geisler, Heflin, and Smith ($81.90); and for Mr. Cooper ($85.18). The EPS and clean MWs performance share value is based on the closing price on the date of grant ($74.14). (5)This amount represents the 2023 RSU awards described under “Executive Compensation Components — Long-Term Incentives — RSUs” in the CD&A. In accordance with FASB ASC Topic 718, we valued the RSUs using the number of RSUs awarded multiplied by the closing stock price on the date of the grant ($74.14). There were no forfeitures in 2023.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table See the CD&A for further information regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards table, and for discussions regarding the formulas or criteria to be applied in determining the amounts payable, vesting schedules, and the treatment of dividends. The Company does not have formal employment agreements with its NEOs; however, we typically enter into offer letters with new executive officers. Deferred compensation credits granted to Mr. Geisler are discussed under the heading “Discussion of Nonqualified Deferred Compensation” on page 101.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Jeffrey B. Guldner | 19,768(2) | 1,420,133 | 36,900(6) | 2,650,896 | | | (RSUs) | | (PS at maximum) | | | | | | 36,900(7) | 2,650,896 | | | | | (PS at maximum) | | | | | | 4,612(8) | 331,326 | | | | | (PS at threshold) | | | | 14,157(3) | 1,017,039 | 35,236(9) | 2,531,354 | | | (RSUs) | | (PS at maximum) | | | | | | 35,236(10) | 2,531,354 | | | | | (PS at maximum) | | | | | | 4,404(11) | 316,383 | | | | | (PS at threshold) | | | | 8,750(4) | 628,600 | 40,831(12) | 2,933,299 | | | (RSUs) | | (PS at target) | | | | 2,395(5) | 172,057 | | | | | (RSUs) | | | | | Andrew D. Cooper | 6,612(2) | 475,006 | 7,932(6) | 569,835 | | | (RSUs) | | (PS at maximum) | | | | | | 7,932(7) | 569,835 | | | | | (PS at maximum) | | | | | | 992(8) | 71,265 | | | | | (PS at threshold) | | | | 1,227(3) | 88,148 | 1,308(9) | 93,967 | | | (RSUs) | | (PS at maximum) | | | | | | 1,308(10) | 93,967 | | | | | (PS at maximum) | | | | | | 164(11) | 11,782 | | | | | (PS at threshold) | | | | 2,544(13) | 182,761 | 4,070(13) | 292,389 | | | (RSUs) | | (PS at maximum) | | | | | | 4,070(13) | 292,389 | | | | | (PS at maximum) | | | | | | 509(13) | 36,567 | | | | | (PS at threshold) | | | | 750(4) | 53,880 | 1,500(12) | 107,760 | | | (RSUs) | | (PS at target) | | | | 283(5) | 20,331 | | | | | (RSUs) | | | |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Theodore N. Geisler | 5,768(2) | 414,373 | 10,764(6) | 773,286 | | | (RSUs) | | (PS at maximum) | | | | | | 10,764(7) | 773,286 | | | | | (PS at maximum) | | | | | | 1,346(8) | 96,697 | | | | | (PS at threshold) | | | | 5,661(3) | 406,686 | 9,060(9) | 650,870 | | | (RSUs) | | (PS at maximum) | | | | | | 9,060(10) | 650,870 | | | | | (PS at maximum) | | | | | | 1,132(11) | 81,323 | | | | | (PS at threshold) | | | | 3,000(4) | 215,520 | 8,998(12) | 646,416 | | | (RSUs) | | (PS at target) | | | | 587(5) | 42,170 | | | | | (RSUs) | | | | | Adam C. Heflin | 5,264(2) | 378,166 | 9,820(6) | 705,469 | | | (RSUs) | | (PS at maximum) | | | | | | 9,820(7) | 705,469 | | | | | (PS at maximum) | | | | | | 1,228(8) | 88,220 | | | | | (PS at threshold) | | | | 3,459(3) | 248,495 | 8,604(9) | 618,111 | | | (RSUs) | | (PS at maximum) | | | | | | 8,604(10) | 618,111 | | | | | (PS at maximum) | | | | | | 1,076(11) | 77,300 | | | | | (PS at threshold) | | | | 9,606(14) | 690,095 | | | | | (RSUs) | | | |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Robert E. Smith | 4,148(2) | 297,992 | 7,744(6) | 556,329 | | | (RSUs) | | (PS at maximum) | | | | | | 7,744(7) | 556,329 | | | | | (PS at maximum) | | | | | | 968(8) | 69,541 | | | | | (PS at target) | | | | 2,697(3) | 193,752 | 6,708(9) | 481,903 | | | (RSUs) | | (PS at maximum) | | | | | | 6,708(10) | 481,903 | | | | | (PS at maximum) | | | | | | 838(11) | 60,202 | | | | | (PS at threshold) | | | | 2,041(4) | 146,626 | 6,525(12) | 468,756 | | | (RSUs) | | (PS at target) | | | | 754(5) | 54,167 | | | | | (RSUs) | | | |
Outstanding Equity Awards at Fiscal Year-End
(1)The amount in this column is calculated by multiplying the closing market price of our common stock at the end of 2023 ($71.84) per share (as of December 29, 2023) by the number of RSUs, performance shares and corresponding dividend rights (and interest thereon) that will be paid in stock to the extent the underlying RSUs and performance shares actually vest, listed for the specified officer. (2)This amount represents the RSUs awarded in February 2023 that are described, with their vesting and release schedule, under “Executive Compensation Components — Long-Term Incentives — RSUs” in the CD&A. (3)This amount represents the remaining RSUs awarded in February 2022 and to Mr. Heflin in May 2022, that vest and are released in 25% increments beginning on February 17, 2023, so they will be fully vested on February 20, 2026. (4)This amount represents: (i) the remaining RSUs awarded in February 2021; and (ii) accrued dividend rights (and interest thereon) that will be paid in stock to the extent the underlying RSU’s actually vest, as follows: Mr. Guldner — 1,074; Mr. Cooper — 92; Mr. Geisler — 368; and Mr. Smith — 133. The 2021 RSUs vest and are released in 25% increments beginning on February 20, 2022, so they will be fully vested on February 20, 2025. (5)This amount represents: (i) the remaining RSUs awarded in February 2020 and to Mr. Cooper in June 2020; and (ii) accrued dividend rights (and interest thereon) that will be paid in stock to the extent the underlying RSUs actually vest, as follows: Mr. Cooper — 43; Mr. Geisler — 95; and Mr. Smith — 66. The 2020 RSUs vest and are released in 25% increments beginning on February 20, 2021, so they will be fully vested on February 20, 2024. (6)This amount represents the 2023 TSR performance shares granted in February — the SEC rules require us to assume a number of shares equal to the maximum (200% of Base Grant) payout level of these performance shares, although the actual number of shares awarded, if any, will not be determined until after the end of the performance period, which ends on December 31, 2025. The 2023 Performance Shares are described with their vesting schedule under “Executive Compensation Components — Long-Term Incentives — Performance Shares” in the CD&A. (7)This amount represents the 2023 EPS performance shares granted in February — the SEC rules require us to assume a number of shares equal to the maximum (200% of Base Grant) payout level of these performance shares, although the actual number of shares awarded, if any, will not be determined until after the end of the performance period, which ends on December 31, 2025. The 2023 Performance Shares are described with their vesting schedule under “Executive Compensation Components — Long-Term Incentives — Performance Shares” in the CD&A.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
(8)This amount represents the 2023 clean MWs performance shares granted in February — the SEC rules require us to assume a number of shares equal to the threshold (50% of Base Grant) payout level of these performance shares, although the actual number of shares awarded, if any, will not be determined until after the end of the performance period, which ends on December 31, 2025. The 2023 Performance Shares are described with their vesting schedule under “Executive Compensation Components — Long-Term Incentives — Performance Shares” in the CD&A. (9)This amount represents the 2022 TSR performance shares granted in February and to Mr. Heflin in May 2022 — the SEC rules require us to assume a number of shares equal to the maximum (200% of Base Grant) payout level of these performance shares, although the actual number of shares awarded, if any, will not be determined until after the end of the three-year performance period, which ends on December 31, 2024. (10)This amount represents the 2022 EPS performance shares granted in February and to Mr. Heflin in May 2022 — the SEC rules require us to assume a number of shares equal to the maximum (200% of Base Grant) payout level of these performance shares, although the actual number of shares awarded, if any, will not be determined until after the end of the three-year performance period, which ends on December 31, 2024. (11)This amount represents the 2022 clean MWs performance shares granted in February and to Mr. Heflin in May 2022 — the SEC rules require us to assume a number of shares equal to the threshold (50% of Base Grant) payout level of these performance shares, although the actual number of shares awarded, if any, will not be determined until after the end of the three-year performance period, which ends on December 31, 2024. (12)This amount represents: (i) the 2021 performance shares — the SEC rules require us to assume a number of shares equal to the target (100% of Base Grant) payout level of these performance shares, although the actual number of shares awarded, if any, will not be determined until after the end of the three-year performance period, which ended on December 31, 2023; and (ii) accrued dividend rights (and interest thereon) that will be paid in stock to the extent the underlying performance shares actually vest and are paid out, as follows: Mr. Guldner — 5,011; Mr. Cooper — 184; Mr. Geisler — 1,104; and Mr. Smith — 801. (13)These amounts represent Mr. Cooper’s additional grants awarded on May 16, 2022 in recognition of his promotion; the terms of the awards are the same as 2022 awards described above. (14)This amount represents Mr. Heflin’s additional RSU awarded on June 6, 2022 as part of his offer letter; the term of the awards are the same as 2022 RSU award described above.
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jeffrey B. Guldner | 30,960 | 2,344,412 | | Andrew D. Cooper | 2,997 | 226,307 | | Theodore N. Geisler | 6,479 | 489,120 | | Adam C. Heflin | 4,355 | 327,060 | | Robert E. Smith | 6,792 | 513,647 |
Option Exercises and Stock Vested
(1)The amount in this column consists of: (i) RSUs that were granted to NEOs in February 2022 (except Mr. Heflin), Mr. Cooper in May 2022, and Mr. Heflin in June 2022, that vested and were released in part on February 17, 2023, as follows: Mr. Guldner — 4,719; Mr. Cooper — 409; Mr. Geisler — 1,887 and 848; Mr. Heflin — 1,153 and 3,202; and Mr. Smith — 899; (ii) RSUs that were granted to NEOs in February 2021 that vested and were released in part on February 17, 2023, as follows: Mr. Guldner — 3,838; Mr. Cooper — 329; Mr. Geisler — 1,316; and Mr. Smith — 954; dividend rights (and interest thereon) payable in stock earned on RSUs granted in February 2021 and released in part on February 17, 2023, as follows: Mr. Guldner — 362; Mr. Cooper — 15; Mr. Geisler — 124; and Mr. Smith — 45; (iii) RSUs that were granted to NEOs in February 2020 (except Mr. Cooper), and Mr. Cooper in June 2020, that vested and were released in part on February 17, 2023, as follows: Mr. Guldner — 2,395; Mr. Cooper — 240; Mr. Geisler — 492; and Mr. Smith — 688; dividend rights (and interest thereon) payable in stock earned on RSUs granted in February 2020 and released in part on February 17, 2023, as follows: Mr. Cooper — 16; Mr. Geisler — 70; and Mr. Smith — 49; (iv) RSUs that were granted to NEOs in February 2019 that vested and were released in part on February 17, 2023, as follows: Mr. Guldner — 1,490; Mr. Geisler — 194; and Mr. Smith — 718; dividend rights (and interest thereon) payable in stock earned on RSUs granted in February 2019 and released in part on February 17, 2023, as follows: Mr. Geisler — 37; and Mr. Smith — 137; (v) additional RSUs resulting from notional dividends on the one-time award of supplemental grants of RSUs that were granted in February 2011 for performance prior to 2011 and further described below (the “Supplemental RSUs”), that vested, but were not released, on the following dates in 2023:
Option Exercises and Stock Vested
| Name | March 1 | June 1 | September 1 | December 1 | | Jeffrey B. Guldner | 68 | 65 | 67 | 68 |
Option Exercises and Stock Vested
(The Supplemental RSUs vested 50% on February 15, 2013, 25% on February 14, 2014, and 25% on February 13, 2015. The Supplemental RSUs are not released to the recipient until the recipient’s retirement, death, disability, or separation of employment from the Company); and (vi) performance shares that were granted to the NEOs in February 2020, which were based on a performance period of January 1, 2020 to December 31, 2022, and which were released in 2023 when the Company had the information needed to determine whether, and to what extent, the applicable performance criteria were met, as follows: performance shares related to TSR did not meet performance criteria so there was no pay out of shares for this portion of the award; and performance shares related to the five operational performance metrics were released on October 17, 2023, as follows: Mr. Guldner — 15,308; Mr. Cooper — 986; Mr. Geisler — 2,019; and Mr. Smith — 2,826; and dividend rights (and interest thereon) payable in stock on the performance shares released on October 17, 2023, as follows: Mr. Guldner — 2,580; Mr. Cooper — 154; Mr. Geisler — 340; and Mr. Smith — 476. (2)The values realized for the RSUs, Supplemental RSUs, and the performance shares are calculated by multiplying the number of shares of stock or units released or vested by the market value of the common stock on the release or vesting date, which: (i) for the RSUs released on February 17, 2023 was $75.10; (ii) for the Supplemental RSUs vested on March 1, 2023 was $73.29; (iii) for the Supplemental RSUs vested on June 1, 2023 was $76.07; (iv) for the Supplemental RSUs vested on September 1, 2023 was $75.97; (v) for the Supplemental RSUs vested on December 1, 2023 was $75.08; and (vi) for the performance shares released on October 17, 2023 was $76.18.
Option Exercises and Stock Vested
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Pension Benefits
Pension Benefits The Pension Benefits table below includes estimates of the potential future pension benefits for each NEO based on the actuarial assumptions used for financial reporting purposes, such as the life expectancy of each NEO and their spouse, and “discount rates.”
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($)(1) | Payments During Last Fiscal Year ($) | | Jeffrey B. Guldner(2) | Retirement Plan | 19 | 478,143 | 0 | | | Supplemental Plan | 19 | 5,993,477 | 0 | | Andrew D. Cooper(3) | Retirement Plan | 4 | 59,853 | 0 | | | Supplemental Plan | 4 | 225,875 | 0 | | Theodore N. Geisler(4) | Retirement Plan | 14 | 211,857 | 0 | | | Supplemental Plan | 14 | 466,129 | 0 | | Adam C. Heflin(5) | Retirement Plan | 2 | 43,550 | 0 | | | Supplemental Plan | 2 | 268,301 | 0 | | Robert E. Smith(6) | Retirement Plan | 6 | 114,181 | 0 | | | Supplemental Plan | 6 | 871,231 | 0 |
Pension Benefits
(1)See Note 7 of the Notes to Consolidated Financial Statements in the Pinnacle West/APS Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional information about the assumptions used by the Company in calculating pension obligations. (2)The amounts shown are the present values of Mr. Guldner’s accumulated benefits for the Retirement Plan to be paid as an annuity and lump sum and for the Supplemental Plan to be paid as a five-year certain payment (payable in 60 monthly installments). (3)The amounts shown are the present values of Mr. Cooper’s accumulated benefits for the Retirement Plan to be paid as an annuity and lump sum and for the Supplemental Plan to be paid as an annuity. (4)The amounts shown are the present values of Mr. Geisler’s accumulated benefits for the Retirement Plan to be paid as an annuity and lump sum and for the Supplemental Plan to be paid as an annuity. (5)The amounts shown are the present values of Mr. Heflin’s accumulated benefits for the Retirement Plan to be paid as an annuity and lump sum and for the Supplemental Plan to be paid as a five-year certain payment (payable in 60 monthly installments). (6)The amounts shown are the present values of Mr. Smith’s accumulated benefits for the Retirement Plan to be paid as an annuity and lump sum and for the Supplemental Plan to be paid as a five-year certain payment (payable in 60 monthly installments).
Pension Benefits
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Discussion of Pension Benefits
Discussion of Pension Benefits
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Jeffrey B. Guldner: | | | | | | | DCP(3) | 56,705 | 0 | 140,935 | 0 | 1,975,297 | | Supplemental RSUs(4) | 0 | 0 | 0 | 0 | 427,232 | | Andrew D. Cooper: | | | | | | | DCP(3) | 0 | 0 | 0 | 0 | 0 | | Theodore N. Geisler: | | | | | | | DCP(3) | 33,481 | 0 | 9,871 | 0 | 154,705 | | Geisler DCP Discretionary Credits(5) | 0 | 50,000 | 27,471 | 0 | 381,803 | | Adam C. Heflin: | | | | | | | DCP(3) | 57,177 | 0 | 4,308 | 0 | 89,967 | | Robert E. Smith: | | | | | | | DCP(3) | 412,893 | 0 | 109,928 | 0 | 1,629,428 |
Nonqualified Deferred Compensation
(1)The amount of the executive contribution is solely from the voluntary deferral by the executive of the executive’s designated compensation and does not include any separate Company contribution. These deferred amounts are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table. (2)A portion of the amounts reported in this column is the above-market portion of interest accrued under the deferred compensation plan (also reported as compensation in the Summary Compensation Table), including: Mr. Guldner — $29,956; Mr. Geisler — $7,143; Mr. Heflin — $421; and Mr. Smith — $17,998. (3)The historical contributions of each NEO to their aggregate balance as of December 31, 2023, including “market rate” interest (as defined by the SEC) from the date of each contribution, is as follows: Mr. Guldner — $1,308,509; Mr. Geisler — $145,975; Mr. Heflin — $89,423; and Mr. Smith — $1,549,109. Of the totals in this column, the following amounts have been reported in the Summary Compensation Table in this Proxy Statement or in the Company’s prior Proxy Statements: Mr. Guldner — $977,404; Mr. Geisler — $148,152; Mr. Heflin — $85,715; and Mr. Smith — $1,465,427. (4)Supplemental RSUs were granted to Mr. Guldner in 2011 and vested over a four-year period, and earned additional Supplemental RSUs resulting from notional dividends on the vested underlying awards. The amount in the “Aggregate Balance at Last Fiscal Year End” column is calculated by multiplying the closing market price of our common stock at the end of 2023 ($71.84 per share as of December 29, 2023) by the number of vested Supplemental RSUs as follows: Mr. Guldner — 5,947. (5)The terms of the Geisler DCP Discretionary Credits are discussed under “Discussion of the Nonqualified Deferred Compensation – DCP” below.
Nonqualified Deferred Compensation
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Discussion of Nonqualified Deferred Compensation
Discussion of Nonqualified Deferred Compensation
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control This section describes the potential payments that each of the NEOs could receive following termination of employment, including through death, disability, retirement, resignation, involuntary termination (with or without cause), or a change of control of the Company (each, a “Termination Event”). We describe plans, agreements, or arrangements under which each NEO could receive payments following a Termination Event, excluding those that do not discriminate in favor of our executive officers and that are available generally to all salaried employees, and awards that are already vested. The description of payments to the NEOs under the various Termination Event scenarios described in this section are not intended to affect the Company’s obligations to the NEOs. Those obligations are subject to, and qualified by, the contracts or arrangements giving rise to such obligations. The discussion below assumes that any Termination Event took place on December 31, 2023 for each NEO. The Company does not have a severance plan that covers the NEOs. We also do not have traditional severance agreements or arrangements with our NEOs. We do have Change of Control Agreements, which are discussed below. In addition to the termination payments set forth below, the NEOs would also receive a full distribution under the DCP and pension benefits. Amounts payable to Messrs. Guldner, Geisler, Heflin, and Smith under the DCP are set forth in the Nonqualified Deferred Compensation table, which also shows which part of the payment is interest paid by the Company and which part is the executive’s contribution. The unvested Geisler DCP Discretionary Credits would trigger a payment in connection with certain Termination Events, which are identified below. This agreement is discussed in the Discussion of Nonqualified Deferred Compensation. With respect to pension benefits, the amounts that each of the NEOs would receive under the Supplemental Plan in the event of a Termination Event are set forth in the Pension Benefits table. However, assuming that the NEO (excluding Mr. Heflin who is not yet vested in the Supplemental Plan) had died on December 31, 2023, the amounts payable under the Supplemental Plan would have been as follows: Mr. Guldner — $5,369,340; Mr. Cooper — $212,464; Mr. Geisler — $421,245; and Mr. Smith — $851,386. These amounts are based on the that the Account Balance Formula is paid in the form of an immediate lump sum to their spouses. Messrs. Guldner, Cooper, Geisler, and Smith would have received $5,993,477; $225,875; $466,129; and $871,231, respectively, in the event of a Termination Event other than death, due on December 31, 2023, and these amounts are based on the assumption that the benefit would be payable in five-year installment payments beginning on January 1, 2024 for Messrs. Guldner and Smith. The amounts for Messrs. Cooper and Geisler are based on the assumption that the benefit would be payable as a monthly annuity beginning on January 1, 2024 for Mr. Cooper and January 1, 2029 for Mr. Geisler (due to a change to his distribution election). With respect to the performance share awards, the recipient must remain employed with the Company throughout the performance period, unless the recipient meets any of the following exceptions, which would trigger a payment in connection with those certain Termination Events. In the case of the recipient’s retirement while qualifying for Early Retirement or Normal Retirement under the Retirement Plan (the “Retirement Qualified Employee”), for awards granted prior to 2022, the employee is deemed to have been employed through the end of the performance period, and for awards granted after January 1,2022, the employee’s award will vest pro-rata based on the number of months employed during the performance period and the remaining grant forfeited (with payout based on actual performance results). Under all performance share awards, in the event the recipient is terminated for cause (regardless of the recipient’s retirement date), the recipient shall not be deemed to have been employed through the end of the performance period and will forfeit the right to receive any payout. In the event of the death or disability, for awards granted prior to 2022 for a Retirement Qualified Employee, the employee is deemed to have been employed through the end of the performance period (with payout based on actual performance results); for awards granted after January 1, 2022, all employees will become vested in the award (with payout based on actual performance results). Under all performance share awards, in the event the recipient’s employment is terminated without cause during the performance period, the CEO, in his discretion and with the Committee’s approval, may determine if, to what extent, and when, any unvested portion of the grant may vest. The performance shares contain confidentiality protections that apply during employment and survive termination, and non-competition and employee solicitation restrictions that survive for a period of one year following termination of employment.
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
With respect to RSUs, the recipient must remain employed with the Company through the applicable vesting date, unless the recipient meets any of the following exceptions, which would trigger a payment in connection with those certain Termination Events. For awards granted prior to 2022, if a Retirement Qualified Employee retires, the RSUs will fully vest and will be payable on the dates and in the percentages specified in the vesting schedule; or dies or becomes disabled before the end of the vesting period, any outstanding RSUs will fully vest and will be payable no later than March 15 of the year following the year in which the event occurs. For RSU awards granted in February 2022 and 2023, if an employee meets the definition of a Retirement Qualified Employee at the time of grant, then upon that employee's retirement, the RSUs will fully vest and will be payable on the dates and in the percentages specified in the vesting schedule; for all other RSU awards granted after January 1, 2022 and thereafter, if a Retirement Qualified Employee retires, the recipient will receive payment for the first vesting following the retirement, which will be payable on the date and in the percentage specified in the vesting schedule; for all RSU awards granted after January 1, 2022 and thereafter, if any employee recipient dies or becomes disabled before the end of the vesting period, any outstanding RSUs will fully vest and will be payable no later than March 15 of the year following the year in which the event occurs. Under all RSU awards, in the event a recipient is terminated for cause, any award the recipient would otherwise be entitled to receive following the date of termination is forfeited. In the event a recipient is terminated without cause, the CEO, in his discretion and with the Committee’s approval, may determine if, and to what extent, any unvested portion of the grant will vest. The RSUs contain confidentiality protections that apply during employment and survive termination, and non-competition and employee solicitation restrictions that survive for a period of one year following termination of employment. As described in the next paragraph, if a recipient’s rights are adequately protected, a change of control will not result in any acceleration of a recipient’s performance shares or RSUs. However, if a change of control occurs and the conditions of the following paragraph are not met, immediately prior to the change of control, the RSUs and performance shares will convert to either cash or stock, at the election of the recipient, and shall immediately vest. In converting the performance shares, the recipient will receive the number of shares of stock or the cash equivalent that would have been earned at the target level of performance, unless the Committee determines that a higher level of attained performance is reasonably ascertainable as of a specified date prior to the closing of the change of control transaction. The dividend equivalent awards will be paid in cash or stock as determined in accordance with the applicable award agreement. Prior to a change of control, the Board may determine that no change of control shall be deemed to have occurred or that some or all of the enhancements to the rights of the recipient shall not apply to specified awards. The Board may exercise such override authority only if, before or immediately upon the occurrence of the specified event that would otherwise constitute a change of control, the Board reasonably concludes in good faith, that: (1) recipients holding awards affected by action of the Board override will be protected by legally binding obligations of the Company or the surviving entity or the parent thereof because such awards (A) shall remain outstanding following consummation of all transactions involved in or contemplated by such change of control, (B) shall be assumed and adjusted by the surviving entity resulting from such transactions or the parent thereof, or (C) shall be exchanged for new awards issued by the surviving entity resulting from such transaction or the parent thereof; and (2) changes in the terms of the award resulting from such transactions will not materially impair the value of the awards to the participants or their opportunity for future appreciation in respect of such awards. The Company has entered into identical Change of Control Agreements with each of its executive officers, including each of the NEOs. The Company believes that these agreements provide stability for its key management in the event the Company experiences a change of control. The agreements contain a “double-trigger” that provides for certain payments if, during the two-year period following a change of control of the Company (the “first trigger”), the Company terminates the officer’s employment for any reason other than death, disability, or cause, or the executive terminates his or her own employment following a significant and detrimental change in the executive’s employment (the “second trigger”). In case of an officer’s retirement, death, or disability, no payments are made under the officer’s Change of Control Agreement, except for the payment of accrued benefits; however, if the officer dies following the officer’s receipt of a second trigger termination notice, the officer’s estate will receive the change of control payments that the officer would have received had the officer survived. Pursuant to the Change of Control Agreement, each of the NEOs is obligated
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
to hold in confidence any and all information in his possession as a result of his employment, during and after the NEO’s employment with the Company is terminated. The termination payment, if required, is an amount equal to 2.99 times the sum of the executive’s annual salary at the time of the change of control, plus the annual bonus (including incentive plan payments), as determined by an average over the last four years preceding termination. In addition, the executive is entitled to continued medical, dental, and group life insurance benefits at a shared cost until the end of the second year following the calendar year of termination. Outplacement services are also provided. If the limitations described in Section 280G of the Code are exceeded, the Company will not be able to deduct a portion of its payments. In addition, if these limitations are exceeded, Section 4999 of the Code imposes an excise tax on all or part of the total payments. In certain of the agreements, an additional gross-up payment equal to the excise tax (plus any penalties and interest) imposed on or with respect to the total payments is provided. In May 2009, the Company determined that, on a going-forward basis, it would no longer provide excise tax gross-up payments in new or materially amended agreements with its NEOs, but provided for an exception that gave the Company the ability to include a limited excise tax gross-up provision in connection with recruiting a new executive to the Company. In 2018, the Committee removed this exception. Since 2021, the Change of Control Agreements for all NEOs, except Mr. Guldner, contain a “best net benefit” provision which provides that the Company’s payments to the officer can be reduced to the extent that no portion of the reduced payments shall be subject to certain excise taxes under the Internal Revenue Code of 1986, but only if the officer’s net after-tax benefit is greater than his or her net after-tax benefit would have been if such reduction were not made and the officer paid the excise tax. A change of control under the Change of Control Agreement includes: (1) an unrelated third-party’s acquisition of 20% or more of the Company’s or APS’s voting stock; (2) a merger or consolidation where either the Company or APS combines with any other corporation such that (i) the Company’s or APS’s outstanding voting stock immediately prior to merger or consolidation represents less than 60% of the voting stock of the Company or APS immediately after the merger, or consolidation, or (ii) for all NEOs other than Mr. Guldner, less than a majority of the members of the board of directors of the parent following such merger or consolidation being members of the Company Incumbent Board (defined below) at the time of such Company Incumbent Board’s approval of the execution of the initial agreement providing for such merger or consolidation, but in both circumstances excluding a merger or consolidation effected to implement a recapitalization in which no unrelated third-party acquires more than 20% of the voting stock of the Company or APS; (3) a sale, transfer, or other disposition of all or substantially all of the assets of the Company or APS to an unrelated third-party; or (4) the case where the composition of either the Board of the Company or of APS changes such that the members of the Board of the Company (the “Company Incumbent Board”) or of APS (the “APS Incumbent Board”), as of June 23, 2021 (and with respect to Mr. Guldner as of July 31, 2008), no longer comprises at least two-thirds of the Company’s or APS’s Board of Directors. For purposes of this later provision, a person elected to either Board is treated as a member of the Company Incumbent Board or APS Incumbent Board if his or her nomination or election by shareholders was approved by a two-thirds vote of the members then comprising the Company Incumbent Board or APS Incumbent Board, and it does not include anyone who became a director in an actual or threatened election contest relating to the election of directors. Each of the agreements terminates on December 31st of each year upon six months’ advance notice by the Company to the executive officer; if the six months’ advance notice is not given, the agreements will continue for successive one-year periods until the notice is given. The Company is required to deposit sufficient funds into a trust to pay obligations under the DCP and the Supplemental Plan in the case of an actual or potential change of control.
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
The following tables quantify the amounts that would have been payable to each NEO if the indicated Termination Event had taken place on December 31, 2023. In the tables: •We assume full vesting of outstanding performance shares (at the target level) and RSUs upon a change of control. The performance shares and RSUs, plus, where applicable, dividend equivalents, for the NEOs vest upon a change of control whether or not there is a subsequent termination of employment (subject, however, to the Board’s ability to override the vesting). •Retirement benefits payable to Mr. Guldner include full vesting of outstanding performance shares granted prior to 2022 and prorated vesting for awards granted in 2022 (at the target level) full vesting of outstanding RSUs granted prior to 2023 and the next vesting RSU 2023 awards, plus, in all cases where applicable, dividend equivalents. •Death or disability benefits payable to all NEOs include full vesting of performance shares (at the target level) and RSU awards granted after January 1, 2022 and thereafter, plus, in all cases where applicable, dividend equivalents; all outstanding awards for Mr. Guldner contain the death or disability treatment described above; and death and disability benefits payable to Mr. Geisler include $300,000 of the Geisler DCP Discretionary Credits, plus interest. •The amounts in the “All Other Termination Events” columns consist of a payment upon termination without cause of $300,000 of the Geisler DCP Discretionary Credits, plus interest, for Mr. Geisler because all amounts of the Geisler DCP Discretionary Credits previously credited vest and become payable if the Company terminates Mr. Geisler’s employment without cause. Subject to the foregoing, the following tables describe the amounts that would have been payable to each NEO if a Termination Event had taken place on December 31, 2023: Jeffrey B. Guldner:
Potential Payments upon Termination or Change of Control
| Component of Pay | Qualifying Termination of Employment in Connection With a Change of Control ($) | Death or Disability ($) | Retirement ($) | All Other Termination Events ($) | | Performance Shares | 9,785,686(1) | 7,464,032 | 3,702,442 | 0 | | RSUs | 3,403,484(1) | 3,403,484 | 2,402,918 | 0 | | Severance Benefits | 6,878,402 | 0 | 0 | 0 | | Present Value of Medical, Dental, and Life Insurance Benefits | 43,726 | 0 | 0 | 0 | | Outplacement Services | 10,000 | 0 | 0 | 0 | | Excise Tax Gross-Up | 8,200,688 | 0 | 0 | 0 | | TOTAL: | 28,321,986 | 10,867,516 | 6,105,360 | 0 |
Potential Payments upon Termination or Change of Control
(1)The performance shares and RSUs are accelerated upon a change of control only if the Board does not exercise its override authority. Andrew D. Cooper:
Potential Payments upon Termination or Change of Control
| Component of Pay | Qualifying Termination of Employment in Connection With a Change of Control ($) | Death or Disability ($) | All Other Termination Events ($) | | Performance Shares | 1,362,812(1) | 1,372,862 | 0 | | RSUs | 856,197(1) | 781,979 | 0 | | Severance Benefits | 2,859,872 | 0 | 0 | | Present Value of Medical, Dental, and Life Insurance Benefits | 40,919 | 0 | 0 | | Outplacement Services | 10,000 | 0 | 0 | | TOTAL: | 5,129,800 | 2,154,841 | 0 |
Potential Payments upon Termination or Change of Control
(1)The performance shares and RSUs are accelerated upon a change of control only if the Board does not exercise its override authority.
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
Theodore N. Geisler:
Potential Payments upon Termination or Change of Control
| Component of Pay | Qualifying Termination of Employment in Connection With a Change of Control ($) | Death or Disability ($) | All Other Termination Events ($) | | Performance Shares | 2,526,780(1) | 2,051,391 | 0 | | RSUs | 1,126,517(1) | 868,833 | 0 | | Severance Benefits | 3,171,356 | 0 | 0 | | Present Value of Medical, Dental, and Life Insurance Benefits | 41,344 | 0 | 0 | | Outplacement Services | 10,000 | 0 | 0 | | Geisler DCP Discretionary Credits | 0 | 381,803 | 381,803 | | TOTAL: | 6,875,997 | 3,302,027 | 381,803 |
Potential Payments upon Termination or Change of Control
(1)The performance shares and RSUs are accelerated upon a change of control only if the Board does not exercise its override authority. Adam C. Heflin:
Potential Payments upon Termination or Change of Control
| Component of Pay | Qualifying Termination of Employment in Connection With a Change of Control ($) | Death or Disability ($) | All Other Termination Events ($) | | Performance Shares | 1,738,887(1) | 1,896,360 | 0 | | RSUs | 1,395,779(1) | 1,395,779 | 0 | | Severance Benefits | 3,713,604 | 0 | 0 | | Present Value of Medical, Dental, and Life Insurance Benefits | 45,564 | 0 | 0 | | Outplacement Services | 10,000 | 0 | 0 | | TOTAL: | 6,903,834 | 3,292,139 | 0 |
Potential Payments upon Termination or Change of Control
(1)The performance shares and RSUs are accelerated upon a change of control only if the Board does not exercise its override authority. Robert E. Smith:
Potential Payments upon Termination or Change of Control
| Component of Pay | Qualifying Termination of Employment in Connection With a Change of Control ($) | Death or Disability ($) | All Other Termination Events ($) | | Performance Shares | 1,840,020(1) | 1,495,565 | 0 | | RSUs | 732,938(1) | 517,751 | 0 | | Severance Benefits | 3,560,926 | 0 | 0 | | Present Value of Medical, Dental, and Life Insurance Benefits | 45,078 | 0 | 0 | | Outplacement Services | 10,000 | 0 | 0 | | TOTAL: | 6,188,962 | 2,013,316 | 0 |
Potential Payments upon Termination or Change of Control
(1)The performance shares and RSUs are accelerated upon a change of control only if the Board does not exercise its override authority.
Potential Payments upon Termination or Change of Control
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Pay Ratio
Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of Mr. Guldner, our current CEO. For 2023, the median of the annual total compensation of all employees of our Company (other than our CEO) was $153,935, and the total annual compensation of our current CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $9,322,192. Based on this information and using the required calculation methodology defined in Item 402(u) of Regulation S-K, for 2023, the ratio of the annual total compensation of our CEO to our median employee’s annual total compensation was 61 to 1. To identify the median employee compensation from our employee population, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: •We determined that, as of December 31, 2023, our employee population consisted of approximately 6,133 individuals, all of whom were located in the United States. This population consisted of our full-time, part-time, temporary, and seasonal employees. •To identify the median employee from our employee population, we compared the total amount of salary, wages, overtime, and premium pay, and an estimated cash incentive assuming a target payout under the 2023 Incentive Plans of our employees as reflected in our payroll records on December 31, 2023. •We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since all our employees are located in the United States, as is our CEO, we did not make any cost-of-living adjustments in identifying the median employee. •We combined all of the elements of the median employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $153,935. The difference between such employee’s salary, wages, overtime, and premium pay, and an estimated cash incentive assuming a target payout under the 2023 Incentive Plans and the employee’s annual total compensation includes the amount the Company contributed under the 401(k) plan for the employee, the actual amount paid under the 2023 Incentive Plans, and the estimated aggregate change in the actuarial present value from December 31, 2022 to December 31, 2023 of the employee’s accumulated benefits payable under all defined pension plans. •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement for Mr. Guldner.
Pay Ratio
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Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 61 of this Proxy Statement.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Income (millions)(7) | APS Adjusted Earnings (millions)(8) | | 2023 | 9,322,192 | 10,889,494 | 2,944,101 | 3,263,608 | 95 | 107 | 519 | 556 | | 2022 | 8,358,317 | 9,453,300 | 2,542,827 | 2,749,796 | 96 | 117 | 501 | 525 | | 2021 | 8,100,157 | 5,532,436 | 2,842,352 | 2,219,429 | 85 | 116 | 636 | 632 | | 2020 | 6,849,455 | 5,416,048 | 2,619,339 | 1,926,894 | 92 | 99 | 570 | 588 |
Pay Versus Performance
(1)The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Guldner (our CEO also known as the Principal Executive Officer (“PEO”)) for each corresponding year in the “Total” column of the Summary Compensation Table. (2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Guldner, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Guldner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Guldner’s total compensation for each year to determine the compensation actually paid:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Reported Change in the Actuarial Present Value of Pension Benefits ($)(c) | Pension Benefit Adjustments ($)(d) | Compensation Actually Paid to PEO ($) | | 2023 | 9,322,192 | (5,028,405) | 7,440,754 | (1,223,951) | 378,904 | 10,889,494 | | 2022 | 8,358,317 | (4,577,787) | 6,135,632 | (890,667) | 427,805 | 9,453,300 | | 2021 | 8,100,157 | (4,079,762) | 2,111,502 | (1,021,838) | 422,377 | 5,532,436 | | 2020 | 6,849,455 | (3,316,740) | 2,281,910 | (782,970) | 384,393 | 5,416,048 |
Pay Versus Performance
(a)The grant date fair value of equity awards represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
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Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During the Covered Fiscal Year that are Outstanding and Unvested as of the End of the Covered Fiscal Year | Year over Year Change in Fair Value as of the End of the Covered Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Covered Fiscal Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year | Value of Dividends or other Earnings Paid on Stock Awards in the Covered Fiscal Year Not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | 5,041,324 | 961,712 | 0 | 840,730 | 0 | 596,988 | 7,440,754 | | 2022 | 5,292,090 | 102,694 | 0 | 303,819 | 0 | 437,029 | 6,135,632 | | 2021 | 2,680,491 | (646,196) | 0 | (184,196) | 0 | 261,403 | 2,111,502 | | 2020 | 2,138,995 | (93,395) | 0 | 80,020 | 0 | 156,290 | 2,281,910 |
Pay Versus Performance
(c)The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. (d)The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Guldner during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The amounts deducted or added in calculating the pension benefit adjustments are as follows:
Pay Versus Performance
| Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2023 | 378,904 | 0 | 378,904 | | 2022 | 427,805 | 0 | 427,805 | | 2021 | 422,377 | 0 | 422,377 | | 2020 | 384,393 | 0 | 384,393 |
Pay Versus Performance
(3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Guldner, who has served as our CEO since 2019) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Guldner) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Andrew D. Cooper, Theodore N. Geisler, Adam C. Heflin, and Robert E. Smith (ii) for 2022, Theodore N. Geisler, Andrew D. Cooper, Adam C. Heflin, Maria L. Lacal, Robert E. Smith, and Jacob Tetlow; (iii) for 2021, Theodore N. Geisler, James R. Hatfield, Maria L. Lacal, and Robert E. Smith; and (iv) for 2020, James R. Hatfield, Theodore N. Geisler, Daniel T. Froetscher, Maria L. Lacal, and Robert E. Smith. (4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Guldner), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Guldner) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Guldner) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | 2,944,101 | (1,282,494) | 1,687,847 | (229,852) | 144,005 | 3,263,608 | | 2022 | 2,542,827 | (1,239,053) | 1,333,714 | (6,888) | 119,197 | 2,749,796 | | 2021 | 2,842,352 | (977,983) | 522,865 | (360,916) | 193,111 | 2,219,429 | | 2020 | 2,619,339 | (878,815) | 625,410 | (571,556) | 132,516 | 1,926,894 |
Pay Versus Performance
| | 2024 Proxy Statement | 109 |
Pay Versus Performance
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Pay Versus Performance
| Year | Average Year End Fair Value of Equity Awards Granted During the Covered Fiscal Year that are Outstanding and Unvested as of the End of the Covered Fiscal Year | Year over Year Average Change in Fair Value as of the End of the Covered Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Covered Fiscal Year | Year over Year Average Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year | Average Value of Dividends or Other Earnings Paid on Stock Awards in the Covered Fiscal Year not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | 1,284,440 | 190,416 | 0 | 84,720 | 0 | 128,271 | 1,687,847 | | 2022 | 1,214,197 | 17,094 | 0 | 31,981 | 0 | 70,442 | 1,333,714 | | 2021 | 657,909 | (157,946) | 0 | (49,765) | 0 | 72,667 | 522,865 | | 2020 | 571,275 | (54,641) | 0 | 55,533 | 0 | 53,243 | 625,410 |
Pay Versus Performance
(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
Pay Versus Performance
| Year | Average Service Cost | Average Prior Service Cost | Total Average Pension Benefit Adjustments | | 2023 | 144,005 | 0 | 144,005 | | 2022 | 119,197 | 0 | 119,197 | | 2021 | 193,111 | 0 | 193,111 | | 2020 | 132,516 | 0 | 132,516 |
Pay Versus Performance
(5)Cumulative TSR, as required by Item 402(v) of Regulation S-K, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6)Cumulative peer group TSR, as required by Item 402(v) of Regulation S-K, is calculated using the same methodology used in calculating the Company’s cumulative TSR. Further, in calculating the peer group cumulative TSR, the returns of each component issuer is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: EEI Index. (7)The dollar amounts reported represent the amount of net income reflected in PNW’s audited financial statements for the applicable year, as required. For further details, see Consolidated Statements of Income in the Pinnacle West/APS Annual Report on Form 10-K for fiscal year ended December 31, 2023. (8)Adjusted APS earnings (“APS Adjusted Earnings”) is APS earnings calculated in accordance with GAAP, as adjusted for purposes of the annual incentive plans, as follows: (i) for the APS 2020 Annual Incentive Award Plan and the APS 2020 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were adjusted from $568.0 million to $587.7 million due to an accrual for the Coal Communities Transition Plan that was required under the accounting rules but that related to a future expense; (ii) for the APS 2021 Annual Incentive Award Plan and the APS 2021 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were not adjusted; (iii) for the APS 2022 Annual Incentive Award Plan and the APS 2022 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were not adjusted; and (iv) for the APS 2023 Annual Incentive Award Plan and the APS 2023 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were adjusted from $547.3 million to $555.6 million due to a budget correction to a tax allocation that was made within the Pinnacle West consolidated group of companies.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the CD&A, the Company’s executive compensation program reflects a pay-at-risk philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the calculated amount of compensation actually paid to Mr. Guldner and the average of the calculated amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) is reflective of increases in the calculation of compensation actually paid for Mr. Guldner, which in turn reflects increases of certain compensation components tied to his growth into the position of Chairman of the Board, President and Chief Executive Officer of the Company, and modest increases year-over-year in the calculation of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) as compared to year-over-year changes in the Company’s TSR. With respect to the year-over-year changes in the TSR, we note that the 2021 TSR was adversely impacted by the 2019 rate case decision and the 2023 TSR was affected in part by market dynamics. As discussed in the CD&A, coming out of our 2019 rate case decision, we took action to recover from the impacts of that decision and are making solid progress on our strategic plan. Although our TSR went down between 2022 and 2023, we outperformed the EEI Index performance. The Company believes that the negative TSR was attributable in part to the fact that utilities were the worst performing sector in 2023, largely due to negative sentiment associated with rising interest rates and inflationary pressures. The Company does not use cumulative TSR in its executive compensation program, but does use relative TSR in the performance share grants as discussed in more detail in the CD&A. TSR impacts our compensation program in two ways — the actual stock price increases and decreases impacts the value of the equity awards and the relative TSR performance metric drives whether a portion of the overall equity grant pays out and to what degree.
Compensation Actually Paid and Cumulative TSR
| | Compensation Actually Paid (PEO) | | Compensation Actually Paid (Average for Non-PEO NEOs) | | Company TSR |
Compensation Actually Paid and Cumulative TSR
| | 2024 Proxy Statement | 111 |
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income As demonstrated by the following graph, the calculated amount of compensation actually paid to Mr. Guldner and the average of the calculated amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) is reflective of increases in the calculation of compensation actually paid for Mr. Guldner, which in turn reflects increases of certain compensation components tied to his growth into the position of Chairman of the Board, President and Chief Executive Officer of the Company, and modest increases year-over-year in the calculation of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) as compared to year-over-year changes in the Company’s net income. The decline in net income in 2022 is primarily due to no longer deferring costs relating to our Four Corners selective catalytic reduction equipment and the Ocotillo Power Plant modernization project as a result of the unfavorable 2019 rate case decision. Net income in 2023 was favorably impacted in part by warmer than expected weather and an appellate court decision that reversed recovery of a portion of the deferred cost referenced above. However, net income in 2023 continued to be impacted by the 2019 rate case decision. Although we don’t use net income in our executive compensation program, we do use earnings in the 2023 Incentive Plans, as discussed below.
Compensation Actually Paid and Net Income
| | Compensation Actually Paid (PEO) | | Compensation Actually Paid (Average for Non-PEO NEOs) | | Net Income (millions) |
Compensation Actually Paid and Net Income
| 112 | | | 2024 Proxy Statement |
Compensation Actually Paid and APS Adjusted Earnings
Compensation Actually Paid and APS Adjusted Earnings As demonstrated by the following graph, the calculated amount of compensation actually paid to Mr. Guldner and the average of the calculated amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) is reflective of increases in the calculation of compensation actually paid for Mr. Guldner, which in turn reflects increases of certain compensation components tied to his growth into the position of Chairman of the Board, President and Chief Executive Officer of the Company, and modest increases year-over-year in the calculation of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) as compared to year-over-year changes in APS Adjusted Earnings. With respect to APS Adjusted Earnings we note that the 2022 earnings were reflective of the decrease in APS rates as a result of the 2019 rate case, and the impacts of the disallowance described on page 5 of this Proxy Statement. APS Adjusted Earnings for 2023 reflect higher revenues from warmer than expected weather, including record-breaking temperatures with 55 days over 100 degrees and also reflect in part the appellate court decision that reversed recovery of a portion of the disallowance. APS Adjusted Earnings is used in the 2023 Incentive Plans and represents 50% of the payout opportunity under those plans. Although Mr. Guldner’s payout opportunity is tied to Pinnacle West earnings, APS earnings account for a significant portion of Pinnacle West earnings, and is therefore a significant part of Mr. Guldner’s opportunity.
Compensation Actually Paid and APS Adjusted Earnings
| | Compensation Actually Paid (PEO) | | Compensation Actually paid (Average for Non-PEO NEOs) | | APS Adjusted Earnings (millions) |
Compensation Actually Paid and APS Adjusted Earnings
| | 2024 Proxy Statement | 113 |
Election of Directors
Election of Directors Individuals receiving the highest number of votes will be elected. The number of votes that a shareholder may, but is not required to, cast is calculated by multiplying the number of shares of common stock owned by the shareholder, as of the Record Date, by the number of Directors to be elected. Any shareholder may cumulate his or her votes by casting them for any one nominee or by distributing them among two or more nominees. Abstentions will not be counted toward a nominee’s total and will have no effect on the election of Directors. You may not cumulate your votes against a nominee. If you hold shares in your own name and would like to exercise your cumulative voting rights, you must do so by mail. If you hold shares beneficially through a broker, trustee, or other nominee and wish to cumulate votes, you should follow the instructions provided by the broker, trustee or other nominee, as applicable.