Pinnacle West Capital Corp DEF 14A, filed Apr 8, 2025

Pinnacle West Capital Corp (PNW)

DEF 14A 2025-04-08 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Pinnacle West Capital Corp filed this DEF 14A on April 8, 2025.

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			Preliminary Proxy Statement
			Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material under §240.14a-12


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			Fee paid previously with preliminary materials.
			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



Glynis A. Bryan	Ronald Butler, Jr.	Gonzalo A. de la Melena, Jr.


Carol S. Eicher	Susan T. Flanagan	Richard P. Fox


Bruce J. Nordstrom	Paula J. Sims	William H. Spence


Kristine L. Svinicki	James E. Trevathan, Jr.



TABLE OF CONTENTS

	A Message from Our Chairman, President and CEO		i

	A Message from Our Independent Directors		iii

	Notice of the 202 5 Annual Meeting of Shareholders		1

	Proxy Statement Summary		3
	The Value We Create		3
	The Value We Create for Stakeholders		4
	Financial Highlights		5
	Customer Highlights		6
	Employee Highlights		9
	Environmental Highlights		12
	Community Highlights		14
	Governance Highlights		16
	Board Highlights		17
	Compensation Highlights		19
	Information About Our Board and Corporate Governance		21
	Board Oversight and Engagement		21
	Board and Committee Structure		28
	Board Effectiveness		35
	Director Nomination Process		38
	Director Nominees for the 202 5 Annual Meeting		43
		Proposal 1: Election of Directors	43
	Director Nominees		45
	Director Independence		56
	Director Compensation		57
	Executive Compensation		59
		Proposal 2: Advisory Vote on Executive Compensation	59
	Human Resources Committee Report		60
	Compensation Discussion and Analysis (“CD&A”)		61
	Executive Compensation Tables		86
	Pay Ratio		106
	Pay Versus Performance		107
	Audit Matters		114
		Proposal 3: Ratification of the Appointment of D eloitte & Touch LLP ("D&T ") as the Independent Registered Public Accounting Firm for the Company	114
	The Independent Accountant		114
	Pre-Approval Polic y		115
	Audit Fees		115
	Report of the Audit Committee		116



	Proposal 4 : Amend the Pinnacle Articles to Increase the Number of Authorized Common Stock	117
	Proposal 5 : Support Special Shareholder Meeting Improvement	119
Stock Matters		121
Ownership of Pinnacle West Stock		121
Section 16(a) Beneficial Ownership Reporting Compliance		122
Delinquent Section 16(a) Reports		122
General Information		123
Time, Date , and Place		123
Notice of Internet Availability		123
Record Date; Shareholders Entitled to Vote		123
Voting		124
Quorum		125
Vote Required		125
Board Recommendations		126
Delivery of Annual Reports and Proxy Statements to a Shared Address and Obtaining a Copy		126
Shareholder Proposals for the 202 6 Annual Meeting		127
Proxy Solicitation		127
Other Matters		128
Related Party Transactions		128
Human Resources Committee Interlocks and Insider Participation		128
Helpful Resources		129

Appendix A		130

Appendix B: Rules of Conduct for the Pinnacle West Capital Corporation Annual Meeting of Shareholders		131


			Filed by the Registrant						Filed by a Party other than the Registrant



A Message to Our Shareholders: On behalf of our Board of Directors, management, and employees, I invite you to participate in our 2025 Annual Meeting of Shareholders. The meeting will be held at 1:30 p.m. (EDT), Wednesday, May 21, 2025. Details regarding how to attend the meeting and the business to be conducted are in the accompanying Notice of Annual Meeting and Proxy Statement.



			INDEX OF FREQUENTLY REQUESTED INFORMATION
			Audit Fees			115
			Beneficial Ownership Table			121
			Board Evaluations			36
			Board Leadership			28
			CEO Pay Ratio			106
			Clawback Policies			84
			Code of Ethical Conduct			22
			Compensation Consultant			69
			Corporate Governance Guidelines			21
			Director Attendance			34
			Director Independence			56
			Director Biographies			45
			Director Nominee Skills Matrix			44
			Director Tenure			17
			Financial Highlights			5
			Human Capital Management			22
			Securities Trading Polic y			23
			Lead Independent Director Duties			28
			Management Succession			25
			Named Executive Officers (“NEOs”) for 2024			61
			Pay Versus Performance			107
			Peer Group			71
			Perquisites			83
			Related Party Transactions			128
			Risk Oversight			23
			Stock Ownership Guidelines			84
			Strategic Plan			21
			Succession Planning			25
			Sustainability			22


			VOTING ITEMS
			1.To elect eleven Directors to serve until the 2026 Annual Meeting of Shareholders
			FOR each Director nominee
			2.To hold an advisory vote to approve executive compensation
			FOR
			3.To ratify the appointment of our independent registered public accounting firm for the year ending December 31, 2025
			FOR
			4.To amend the Restated Articles of Incorporation, as amended, to increase the number of authorized common stock of Pinnacle West
			FOR
			5.To act upon a shareholder proposal requesting support of a special shareholder meeting improvement, if properly presented at the 2025 Annual Meeting of Shareholders – the proposal seeks to remove the one-year holding requirement
			AGAINST


Your vote is important. Whether you plan to participate in the Annual Meeting or not, please promptly vote by telephone, via the internet, by Proxy Card, or by Voting Instruction Form. By order of the Board of Directors, Diane Wood Corporate Secretary April 8, 2025 The Proxy Statement and form of proxy are first being made available to shareholders on or about April 8, 2025.



			May 21, 2025 1:30 p.m. Eastern Daylight Time EXECUTIVE OFFICES ADDRESS: PINNACLE WEST CAPITAL CORPORATION Post Office Box 53999 Phoenix, Arizona 85072-3999


						DATE AND TIME Wednesday, May 21, 2025 at 1:30 p.m. Eastern Daylight Time

						LOCATION Online at www.virtualshareholdermeeting.com

						WHO CAN VOTE All shareholders of record at the close of business on March 14, 2025, are entitled to notice of and to vote at the Annual Meeting

			ADVANCE VOTING METHODS
						INTERNET www.proxyvote.com

						TELEPHONE 1-800-690-6903

						MAIL Mark, sign, date, and mail your Proxy Card or Voting Instruction Form (a postage-paid envelope is provided for mailing in the United States)


Proposal	Board Recommendation	Page Reference

1.Election of Directors The Board of Directors (the "Board") and the Corporate Governance and Public Responsibility Committee believe that the eleven nominees possess the skills and experience necessary to serve on the Board and have concluded that each nominee is qualified to serve as Director.	FOR	43


2.Advisory Vote on Executive Compensation The Company has designed its executive compensation program to align executives’ interests with those of our shareholders, make executives accountable for business and individual performance by putting pay at risk, and attract, retain, and reward the executive talent required to achieve our corporate objectives and to increase long-term shareholder value. We believe that our compensation policies and practices promote a pay-at-risk philosophy and, as such, are aligned with the interests of our shareholders.	FOR	59


3.Ratification of the Appointment of Deloitte & Touche LLP (“D&T”) as the Independent Registered Public Accounting Firm for the Company The Audit Committee has discussed the qualifications and performance of D&T and believes that the continued retention of D&T to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.	FOR	114


4.Amendment to the Restated Articles of Incorporation, as Amended (the "Pinnacle Articles"), to Increase the Number of Authorized Common Stock of Pinnacle West APS expects to continue to make significant investments in its electric generation, distribution and transmission system to reliably serve its customers and to address significant long-term growth in its service territory. APS expects to finance these capital investments primarily through a combination of cash from operations, the issuance of additional debt securities, and equity investments from Pinnacle West. An increase in the authorized common stock of Pinnacle West will permit Pinnacle West to issue additional equity to fund the incremental needs of APS’s capital plan in the coming years.	FOR	117


5.Shareholder Proposal – Support Special Shareholder Meeting Improvement A shareholder proposal asking Pinnacle West to eliminate the one-year holding requirement for shareholders seeking to call a special shareholder meeting.	AGAINST	119



			Financial
			Creating long-term value for shareholders is dependent upon having the right strategy to drive operational performance. We recognize the links between strong customer satisfaction, a constructive regulatory environment, and financial health and stability. To support future value creation for shareholders, we are committed to enhancing the customer experience and growing stakeholder relationships. In addition, strong customer growth contributes to our potential to continue to build shareholder value.
			► Page 5


			Customers
			Customers are at the core of what we do every day at APS and we are committed to providing options that make it easier for them to do business with APS. Recognizing that creating customer value is inextricably linked to increasing shareholder value, our focus remains on customers and our goal of achieving an industry-leading customer experience.
			► Page 6


			Employees
			Our more than 6,000 dedicated employees strengthen the Company and APS with their skills, experience, and diverse perspectives. We recognize that the next generation of employees has its own unique career expectations, and we are taking steps to support changing needs and priorities. We also continue to develop new strategies to attract and retain our highly-skilled employees and ensure they remain engaged during this time of change.
			► Page 9


			Environment
			APS demonstrates commitment to its role as a leader in environmental and sustainability stewardship by establishing sound environmental policies, managing environmental risks, implementing environmental management systems and driving the adoption of sustainable practices. APS's sustainability initiatives also include ensuring adequate water security, waste management, and biodiversity.
			► Page 12


			Communities
			In addition to powering Arizona, we empower communities across Arizona through programs and partnerships dedicated to improving the lives of Arizonans. We not only invest in the communities where we do business, we also focus on building meaningful relationships, which help us manage our social, economic, and environmental impact.
			► Page 14


			Pinnacle West Common Stock
			S&P 500 Index
			Edison Electric Institute Index



			Customer Experience Strategy Council
			In 2021, we initiated an organization-wide customer experience strategy council designed to further drive a customer-centric culture, deliver more frictionless customer experiences, and improve JDP satisfaction performance. Through this and other ongoing initiatives, we continued to improve our customers’ experiences in 2024 by: •introducing new residential and business customer bills for a streamlined, simplified, more satisfactory customer experience; •delivering 1.2 billion customer impressions across all communication channels ensuring customers hear about the topics that matter most to them in their channel of choice; •implementing numerous aps.com enhancements, including the improvement of how usage information is presented and shared with customers; •improving the ease-of-use and self-service functionality of our automated phone system and advancing phone advisor empowerment, engagement and skill development; •enhancing our customer outage journey experience by focusing on estimated time of restoration accuracy, cause code simplification and quicker access to our outage map with newly incorporated enhancements; and •continuing to focus on employee learning, training, tools, and resources to ensure all employees understood their role in our customers’ experiences.



			Limited Income Offerings
			APS has a variety of financial assistance programs to support customers struggling to pay their energy bills. Among these assistance programs are discounts for qualified limited-income customers, including a new tier with larger discounts for APS’s lowest income customers, added in 2024, and other non-income-based assistance programs, such as flexible payment arrangements and emergency utility bill assistance. To ensure our most vulnerable customers are connected to these programs, we train and partner with more than 100 community action agencies across the APS service territory. These programs include: •Crisis Bill Assistance. Qualified customers experiencing an unplanned major expense or an unexpected reduction in income can receive up to $1,000 a year to cover current or past due APS bills through the Crisis Bill Assistance program. This assistance provides about $2.5 million in annual funding. •Energy Support. Our Energy Support program gives qualified, limited-income customers up to a 25% or 60% discount on their monthly energy bills based on household income level. APS also provides a discount of up to 35% or 60% if someone in the home has a life-threatening illness or uses critical medical equipment that requires electricity on their bill each month. In 2024, more than 82,000 customers were enrolled in the program, providing approximately $45.9 million in discounts. •Customer Support Fund. Customer Care Center advisors were able to provide $100 per customer in utility bill assistance for customers struggling to pay their bill and experiencing a hardship. In total, this fund helped 37,525 customers totaling $3.75 million in 2024. In 2024, the Customer Support Fund was a one-time assistance program and not funded through customer rates. •Project Share. This program helps customers who are struggling to pay their electric bill due to a sudden loss of income or unplanned major expense qualify for up to $500 in assistance. Project Share is funded through customer and employee contributions as well as a match from Pinnacle West shareholders. •Safety Net and Guest Roles. These programs allow customers to designate a friend or relative to receive a copy of their monthly APS bill and to serve as a reminder when payment is due and/or be notified if the account becomes past due. Also, individuals designated as “Guest Roles” can access account information with options to make payments and compare service plans. •Payment Arrangements. APS is committed to working with customers who continue to make good faith efforts to get current on their bills through flexible payment arrangements. To help customers continue to pay down their outstanding balances and avoid disconnection, APS set up approximately 316,000 payment arrangements in 2024. •State and Local Assistance. There were several additional assistance programs through Arizona in 2024 for qualified customers, including the Low-Income Housing Energy Assistance Program that works with Community Action Programs and other local providers to lower energy costs for customers struggling to pay their energy bills. In 2024, more than 21,600 customers received $17.3 million in bill assistance from these sources.


						The African American Network for Diversity and Inclusion’s mission is to create a collaborative and highly-engaged network of African-American employees that promote the interests of AANDI, its strategic initiatives, and the values of APS.
						The Lesbian, Gay, Bisexual & Transgender, Queer + Alliance’s mission is to empower inclusion through community, support, and education.
						The Veteran Engagement, Transition & Retention Network’s mission is to develop opportunities benefiting our honored Arizona veterans. We strive to promote their service to our country, leadership skills, and the achievements of veterans in the organization.
						Women in Search of Excellence’s mission is to build a community at APS to further develop women as they achieve their personal and professional excellence.
						Palo Verde Young Generation in Nuclear’s mission is to unite young professionals for the purpose of strengthening its community by focusing on the success of nuclear technology.
						Palo Verde Women in Nuclear’s mission is to promote an environment in which all employees are able to succeed while working to encourage public awareness about nuclear energy.
						The Native American Network Organization’s mission is to attract and develop Native American talent by providing professional development opportunities, assisting in recruiting and retention, and encouraging community development.
						NextGen’s mission is to unite professionals new to the utility industry by providing professional development opportunities, enhance recruitment and retention, and organize community outreach programs.
						The Hispanic Organization for Leadership and Advancement promotes a culture of inclusiveness and community stewardship across APS, as well as develops high-performing leaders in pursuit of operational excellence and continuous self-improvement.
						Links’ mission is to connect experienced employees with opportunities for development, networking, and engagement.
						AsPIRE is dedicated to promoting awareness and understanding of the Asian American and Pacific Islander (“AAPI”) community and culture, advocating for diversity and inclusion in the workplace, and providing support and resources for AAPI employees to thrive and succeed in their careers.


			Talent Strategy In a highly competitive market for talent, it’s vital to our success to ensure APS is recognized among career seekers as an employer of choice, job opportunities are accessible, and the careers and talent programs we offer serve us and our communities. We maintain a strong employer brand through effective career advertising campaigns and an active social media presence. Many times, our best source of potential candidates is through our employees advocating on behalf of the Company and APS, sharing first-hand accounts of how much they enjoy working at the Company and APS. Our talent pipelines and early career programs are the cornerstone of our talent strategy, helping to sustain our highly skilled workforce now and into the future. •Internship programs: 59 summer internships were completed in 2024 •Apprentice programs: 138(1) apprentices in the programs, 37 of whom were hired into the programs in 2024. •Incoming engineer programs: Legacy Engineer Program (Palo Verde) and Rotational Engineer Program (Transmission and Distribution). •Expanded recruitment marketing: Improved marketing collateral and increased job advertising (externally and internally) to attract top talent and create greater awareness of career opportunities. •Strong commitment to our communities: Filled 95 Customer Care Center Associate I roles utilizing community organizations and partnerships as talent sources. 100% of hires were Arizona residents. Continued support of talent programs that support Arizona such as the U.S. Department of Defense SkillBridge veteran hiring program and ElevateEdAZ Job Shadow Program for high school students. In 2024, Palo Verde expanded its internship programs to include Nuclear Operations. Focused on sourcing top talent locally from existing academic partners, this program serves to augment Palo Verde’s existing pipeline programs for non-licensed/licensed operators.

			Retention •Robust employee engagement, including 11 Employee Network Groups (see page 10 of this Proxy Statement to learn more about the variety of ENGs available). •Average employee tenure of 11.29 years due to strong talent strategy and an engaged workforce. •Total turnover for 2024 was 7.1%, about one-third of which were related to retirements. •Annual employee experience and focused quarterly pulse surveys allow us to gather employee feedback, identify opportunities for improvement, and take meaningful action in response to survey results, focusing on improvements in targeted areas. Examples of such improvements in 2024 include improving communication between employees and leadership, improving internal processes, and employee recognition.



			Recognition
			•Pinnacle West maintained its “AA” rating from Morgan Stanley Capital International (as of January 11, 2025). •Pinnacle West is on the list of Top 100 Green Utilities from Energy Intelligence for the sixth year in a row.


			Energy Innovation
			APS is in the midst of one of the greatest periods of change in our Company’s nearly 140 year history. •Our diverse energy mix includes almost 54% clean, carbon-free resources. •Over 1,600 MW of utility-scale renewable capacity in the portfolio today. •Over 1,700 MW of distributed solar energy resources in the portfolio today. •Plan to add more than 3,000 MW of additional renewable generation, including solar and wind, by 2028. •Our 11 grid-scale solar plants are powered by more than 1.6 million solar panels.


			Reducing Water Consumption
			Operating in the Desert Southwest, it is particularly important to manage water responsibly. •Achieved a 39% reduction in groundwater use since 2014. •Approximately 71% of water consumed by APS power plants in 2024 came from treated effluent water. •Each generating plant has a unique water strategy to help ensure efficient water use.



			Focused on Our People
			The Company and APS seek to attract, retain and develop a high performing workforce, and to create a productive work environment for all employees. We believe the strength, talent, and commitment of our employees are significant contributors to the Company's and APS's success.

			Culture & Engagement The APS Promise anchors our commitment to APS's customers, community, and each other. The Promise explains our purpose, vision, and mission and the principles and behaviors that will empower us to achieve our strategic goals. It represents the opportunity to build on our cultural strengths and develop new behaviors to enable our future success. The APS Promise continues to be reinforced and integrated throughout the Company's and APS's programs and messaging. We evaluate our success in building this culture in part through annual and quarterly employee experience surveys, including our Employee Experience Index, which measures key aspects of engagement like recognition, career development, and organizational pride. In 2024, we had 80% participation, and our Employee Experience Index was 87%. These surveys enable us to compare our performance to industry benchmarks and identify areas for improvement. We believe that belonging matters. We recognize that differences of identities, perspectives, and experiences is a key driver for success. When we feel seen, heard, and valued, we can better leverage our mix of these differences, so we can bring the APS Promise to life. Inclusion at the Company and APS involves embracing the unique perspectives of each employee. Examples of ongoing activities includes: •support for 11 employee networking groups to encourage employees to develop themselves, advance in their chosen field, and to join a community; •executive listening sessions to provide employees with opportunities to be heard; and •an optional self-paced module available to all employees, explaining how cultural competence drives inclusion.



Path Forward			Steady progress on our commitment: •In 2024, deployed more than 97,000 residential thermostats with a demonstrated capability of shedding more than 160 MW of energy. •In 2025, the Company expects to add 840 MW of utility-scale solar to its resource portfolio. •By 2028, APS will seek to add more than 6,200 MW of solar and wind power, coupled with battery storage, which would provide the greatest long-term value and affordability to customers. •You can learn more about our Clean Energy Commitment at www.aps.com/cleanenergy.



			Community Engagement
			At APS, we initiate and maintain relationships with stakeholders to understand our communities’ needs and identify opportunities to build healthy and sustainable communities. Our External Affairs team collaborates with representatives from a wide range of community and government entities, including: state, county, municipal and tribal governments; military bases; school districts; nonprofits; business organizations; and public interest groups to maximize existing resources to address important community issues and opportunities. In 2024, we hosted three APS Energy Update meetings across our service area, with Ted Geisler as the featured speaker. These meetings provided an opportunity to inform and educate stakeholders about our Company and have a direct exchange of ideas, perspectives, and gather feedback and concerns. In total, over 120 community leaders participated in these meetings, representing over 72 organizations in the nonprofit, government and private sectors.



			Philanthropy and Volunteerism
			We are actively involved in the communities we serve. We partner with nonprofit organizations and community groups across the state to build a stronger, healthier Arizona. Our efforts include financial support, board service, and volunteer assistance. We contributed nearly $25 million to the community in 2024. This includes a donation of $14.4 million to the APS Community Fund at the Arizona Community Foundation, and grants provided by the APS Foundation and our Corporate Giving program to nonprofit organizations that foster the growth and prosperity of Arizona, with a focus on key areas such as arts and culture, education and workforce development, small business and entrepreneurship, environmental stability, human services, and community development. Giving back to our communities is an integral part of the APS culture, and our employees donate their time and talents to a wide range of charitable organizations and civic initiatives. In 2024, our employees volunteered an estimated 96,000 hours, both in-person and virtually, to causes important to them. Our employees sit on the boards of nearly 300 Arizona community and nonprofit organizations and industry groups. Employee engagement of this kind not only assists those organizations, but also produces valuable human capital development, as volunteerism increases loyalty, performance, and job satisfaction while providing employees with professional development opportunities. Other accomplishments for 2024 include: •employees pledged $2.2 million to the 2024 Community Service Fund campaign (United Way) with the Company matching 25%, for a total of $2.8 million; •for the seventh consecutive year, we supported Arizona teachers through our Supply My Class program, in which 500 Arizona K-12 teachers from 274 Title I schools received $500 each to purchase much-needed classroom supplies. 47% of the teachers who received such funds, were located in rural parts of the state; •through our partnership with Earn to Learn, 175 new scholarships were awarded to low-to moderate-income, post-secondary students in Phoenix and rural areas through an 8:1 matched savings program; •in partnership with key nonprofit partners, we expanded our heat relief strategy aimed at expanding assistance to vulnerable individuals during Arizona’s hot summer months. In partnership with the Foundation for Senior Living, we provided 81 vulnerable, limited-income households served by APS with emergency air conditioning repair or replacement, an increase of 54% over last year and, through our seed funding and continued support and partnership with Solari/211 and Lyft, we were able to provide residents with more than 9,300 rides to cooling shelters, a tremendous from a little more than 600 rides in 2023; •we distributed more than $99,000 through the Utilities Grant Program to maximize support of communities impacted by coal plant transitions; •we continued our Community Tree Program aimed at increasing shade tree canopy cover in vulnerable communities, provided grants to 17 non-profits, cities/towns and school districts, planting 901 desert-adapted shade trees; and •our partnership with Firehouse Subs Public Safety Foundation continues to provide lifesaving equipment grants to first responders, non-profits, cities and schools. We granted 10 organizations with a total of approximately $280,000 (funded by Firehouse Subs Foundation and APS) in 2024.



Board Independence •Lead Independent Director role with clearly defined and robust responsibilities •Ten of eleven Director nominees are independent and the members of all of the Board committees are independent	Board Oversight •Robust management succession planning •Focused Board oversight of strategy and risk •Thorough CEO performance oversight process Board Performance •Annual Board, committee, and individual Director evaluations and discussions with the Lead Independent Director •Director skills and experience necessary to provide oversight of our strategy and operations •Robust Board refreshment, with Director retirement policy	Shareholder Rights •A group of 15% of our shareholders can call a special meeting (“Shareholder Special Meeting Rights”) •Annual elections of all Directors with cumulative voting •No poison pill plan or similar anti-takeover provision in place •No supermajority provisions in our Articles of Incorporation or Bylaws •Proxy access rights allow up to 20 shareholders owning 3% of our outstanding stock for at least 3 years to nominate up to 25% of the Board



12	11	6.0 YEARS(1)
Directors	Independent	Average Tenure of Independent Directors
		7	2	2
		0-5 years	6-10 years	Over 10 years


Name	Occupation	Age(2)	Director Since	Independent	Committees
Glynis A. Bryan	Former Chief Financial Officer, Insight Enterprises, Inc.	66	2020
Ronald Butler, Jr.	Retired Arizona Managing Partner, Ernst & Young	55	2024
Gonzalo A. de la Melena, Jr.	Founder and Chief Executive Officer, Emerging Airport Adventures, LLC	56	2022
Carol S. Eicher	Former CEO, Innocor, Inc.	66	2024
Susan T. Flanagan	Former President and CEO, GE Energy Financial Services	62	2024
Richard P. Fox	Independent Consultant and former Managing Partner, Ernst & Young	77	2014
Theodore N. Geisler	Chairman of the Board, President and Chief Executive Officer of PNW and Chairman of the Board, President and Chief Executive Officer of APS	46	2024
Bruce J. Nordstrom	Of Counsel and CPA, Nordstrom & Associates, P.C.	75	2000
Paula J. Sims	Lead Independent Director Retired Professor of Practice, University of North Carolina Kenan-Flager Business School, and Former Senior Vice President of Corporate Development and Improvement, Duke/Progress Merger	63	2016
William H. Spence	Former Chairman and Chief Executive Officer, PPL Corporation	68	2021
Kristine L. Svinicki	Former Nuclear Regulatory Commission (“NRC”) Chairman	58	2023
James E. Trevathan, Jr.	Former Executive Vice President and Chief Operating Officer, Waste Management, Inc.	71	2018

Committees


CEO AND OTHER NEOs’ TOTAL COMPENSATION
CEO(1)

(1)During 2024, Mr. Guldner served as Chairman of the Board, President, and Chief Executive Officer of Pinnacle West and Chairman of the Board and Chief Executive Officer of APS, and his compensation as set forth in this graph reflects his compensation awarded or received in connection with those roles.

Average of Other NEOs(2)

(2)During 2024, Mr. Geisler served as President of APS, and his compensation as set forth in this graph reflects his compensation awarded or received in connection with his role.



Focus on customer experience and community stewardship
Critical to our success is our ability to deliver value to our customers and build quality relationships with our stakeholders. We have an opportunity to improve the customer experience and strengthen our community stewardship by enhancing customer experience, investing in the community in new ways, and building on our sustainability objectives.


Support an evolving workforce
As our industry experiences social and economic change, employees continue to be the key differentiators of our success. We must plan and prepare to employ the workforce of the future in order to achieve long-term success. The creation of the APS Promise and a focus on cultural principles will allow us to drive innovation and create a sense of belonging for our employees.


Decarbonize and manage generation resources
National sentiment toward environmental and climate issues increasingly challenges our use of fossil resources and accelerates the transition to renewable and clean energy sources. APS must thoughtfully navigate these transitions to optimize our existing generation fleet, integrate customer-sited resources, and strategically invest in the clean energy fleet needed.


Achieve a constructive regulatory environment
As a regulated utility, our business outcomes are shaped by regulatory outcomes at the federal, state, and local level. This requires us to work from a strong foundation of trust and accountability, and to focus our engagements with the customer top of mind. We must continue to build from a long history of productive relationships and engagement to achieve our long-term objectives.


Ensure long-term financial health
We must keep rates affordable while meeting investor growth expectations and reliability goals. Investments that encourage a vibrant Arizona economy supports our financial health and provides opportunities for new and diversified revenue streams, which is essential to our long-term success.



Top risks discussed by the Board and its committees in 2024 included: •Arizona Utility Regulation •Pressure on Customer Rates •Safety and Physical Security •Loss of Generation Reliability •Aging Transmission and Distribution Infrastructure •Lack of Resource Adequacy and Regional Reliability •Catastrophic Wildfire •Cybersecurity •Loss of a Mission Critical Application or Service •Nuclear Operations for the Long Term •Ability to Attract/Retain Top Talent •Supply Chain Constraints The Board believes it is important to take a fresh look at the list each year as part of a diligent risk review.



			BOARD OF DIRECTORS The Board focuses on fostering a culture of risk awareness and risk-adjusted decision-making and ensuring that an appropriate “tone at the top” is established. The Board annually discusses and updates a listing of areas of risk and a suggested allocation of responsibilities for such risks among the Board and the Board committees. The Board reviews those risks throughout the year.




			COMMITTEES The charter for each of the Board’s committees requires each committee to periodically review risks in its respective area. Each committee: •receives periodic presentations or reports from management about its assigned risk areas; •receives information about the effectiveness of the risk identification and mitigation measures being employed; and •discusses its risk reviews with the Board. The Audit Committee periodically reviews the Company’s risk assessment processes, guidelines, policies, and programs, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.





			ENTERPRISE RISK MANAGEMENT GROUP – EXECUTIVE RISK COMMITTEE •The Enterprise Risk Management group reports to the Company’s Vice President, Controller and Chief Accounting Officer. The internal group is responsible for implementing a consistent risk management framework and the Risk Oversight and Governance process to raise and report material Company risks to the Executive Risk Committee (“ERC”) and the Board of Directors. •The ERC is comprised primarily of senior-level officers of the Company and is chaired by the Company’s Senior Vice President and Chief Financial Officer. The ERC is responsible for ensuring that the Board receives timely information concerning the Company’s material risks and risk management processes and the effectiveness of the Enterprise Risk Management program.



Given our need for specialized experience, we maintain strong management succession planning practices and are focused on attracting, developing and retaining talent within our Company. Our Board’s focus on attracting, developing, and retaining highly skilled and experienced executives is a core consideration in structuring our executive compensation program.



AUDIT COMMITTEE


“In a challenging and ever-changing environment, the Audit Committee members are committed to their obligation of effective oversight of the Company’s audit and financial management.” —Bruce Nordstrom 2024 Meetings: 6 Committee members: Bruce J. Nordstrom, Chair Glynis A. Bryan Ronald Butler, Jr. Carol S. Eicher Susan T. Flanagan Richard P. Fox Kristine L. Svinicki Key member skills:			Responsibilities: •Oversees the integrity of the Company’s financial statements and internal controls; •Appoints the independent accountants and is responsible for their qualifications, independence, performance (including resolution of disagreements between the independent accountants and management regarding financial reporting), and compensation; •Monitors the Company’s compliance with legal and regulatory requirements; •Recommends to the Board that the Company’s audited financial statements be included in the Company’s annual report on Form 10-K; •Sets policies for the Company’s hiring of employees or former employees of the independent auditor; •Reviews and concurs in the appointment, replacement or dismissal of the Director of Audit Services; •Reviews and approves the internal audit plan and scope of internal audits; •Reviews the annual audited financial statements or quarterly financial statements, as applicable, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; •Discusses with management and the independent accountants significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements; •Reviews the Company’s draft earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies; •Discusses guidelines and policies to govern the process by which risk assessment and risk management is undertaken across the Company and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; and •Reviews management’s monitoring of the Company’s compliance with the Company’s Code of Ethical Conduct. The Board has determined that each member of the Audit Committee meets the NYSE experience requirements and that Mr. Nordstrom, the Chair of the Audit Committee, Ms. Bryan, and Mr. Butler are “audit committee financial experts” under applicable SEC rules. None of the members of our Audit Committee currently serve on more than three public company audit committees.



CORPORATE GOVERNANCE AND PUBLIC RESPONSIBILITY COMMITTEE


“The Committee has been deeply focused on CEO succession and continues to prioritize the Board refreshment process taking into careful consideration experience, skills and expertise.” —Paula Sims 2024 Meetings: 5 Committee members: Paula J. Sims, Chair Richard P. Fox Bruce J. Nordstrom William H. Spence James E. Trevathan, Jr. Key member skills:			Responsibilities: •Reviews and assesses the Corporate Governance Guidelines; •Develops and recommends to the Board criteria for selecting new directors; •Identifies and evaluates individuals qualified to become members of the Board, consistent with the criteria for selecting new directors; •Recommends director nominees to the Board; •Recommends to the Board who should serve on each of the Board’s committees; •Reviews significant environmental, social, and governance (“ESG”) trends that may impact the Company, ensuring the oversight of relevant ESG issues by the Board and its committees, and makes recommendations to the Board as appropriate; •Directly oversees climate change related issues and the Company’s strategies in response to those issues; •Reviews the Company’s public and social responsibility policies, strategy, and practices, and periodically reviews them with the Board; •Reviews the results of the Annual Meeting shareholder votes; •Reviews and makes recommendations to the Board regarding the selection of the CEO and succession planning for the CEO and senior management roles; •Reviews the Company’s Code of Ethical Conduct for compliance with applicable law; •Recommends a process for responding to communications to the Board by shareholders and other interested parties; •Reviews the independence of members of the Board and approves or ratifies certain types of related party transactions; •Reviews and makes recommendations to the Board regarding shareholder proposals presented for inclusion in the Company’s proxy materials; •Reviews and makes recommendations regarding proxy material disclosures related to the Company’s corporate governance policies and practices; •Periodically reviews principal risks relating to the Company’s corporate governance policies and practices or other matters addressed by the Corporate Governance and Public Responsibility Committee; •Oversees the Board and committee evaluations on at least an annual basis; and •Reviews and assesses the Company’s Political Participation Policy and then reviews the Company’s policies and practices with respect to governmental affairs strategy and political activities in accordance with that policy. The Corporate Governance and Public Responsibility Committee periodically reviews and recommends to the Board amendments to the Corporate Governance Guidelines and the Political Participation Policy. The Corporate Governance Guidelines and the Political Participation Policy are available on the Company’s website (www.pinnaclewest.com).



FINANCE COMMITTEE


“The Finance Committee is focused on the short- and long-term health of our Company. Our committee provides oversight of the Company’s financial performance, its capital allocation strategy, financing plans and capital structure, and our dividend strategy.” —James Trevathan, Jr. 2024 Meetings: 4 Committee members: James E. Trevathan, Jr., Chair Glynis A. Bryan Ronald Butler, Jr. Gonzalo A. de la Melena, Jr. Susan T. Flanagan Paula J. Sims Kristine L. Svinicki Key member skills:			Responsibilities: •Reviews the historical and projected financial performance of the Company and its subsidiaries; •Reviews the Company’s financial condition, including sources of liquidity, cash flows, and levels of indebtedness; •Reviews and recommends approval of corporate short-term investment and borrowing policies; •Reviews the Company’s financing plan and recommends to the Board approval of: (a) the issuance (and permanent re-acquisition or redemption) of: (i) long-term debt, (ii) financing leases, or other arrangements incorporating the effective intent or purpose of providing any form of financing, (iii) common equity, and (iv) preferred securities; (b) the establishment of credit facilities; (c) certain equity infusions into subsidiaries; and (d) general parameters within which others may, pursuant to Board authority, establish terms and conditions relating to such securities or instruments. •Reviews the Company’s use of guarantees and other forms of credit support; •Reviews and monitors the Company’s dividend policies and proposed dividend actions; •Establishes and selects the members of the Company’s Investment Management Committee to oversee the investment programs of the Company’s trusts and benefit plans; •Reviews and discusses with management the Company’s process for allocating and managing capital; •Reviews and recommends approval of the Company’s annual capital budget; •Reviews the Company’s annual operations and maintenance budget; •Reviews the Company’s insurance programs; and •Periodically reviews principal risks relating to the Company’s policies and practices concerning budgeting, financing, credit exposures, or other matters addressed by the Finance Committee.



HUMAN RESOURCES COMMITTEE


“The Committee focused on our workforce, specifically addressing issues such as workforce recruitment, development and retention, pay equity, benefits, and, together with the Corporate Governance and Public Responsibility Committee, succession planning.” —Rick Fox 2024 Meetings: 5 Committee members: Richard P. Fox, Chair Gonzalo A. de la Melena, Jr. Bruce J. Nordstrom Paula J. Sims William H. Spence Key member skills:			Responsibilities: •Reviews management’s programs for the attraction, retention, succession, motivation, and development of the Company’s human resources needed to achieve corporate objectives; •Establishes the Company’s executive compensation philosophy; •Reviews and assesses the Company’s strategies and policies related to human capital management, including those with respect to matters such as diversity, inclusion, pay equity, corporate culture, talent development, and retention; •Recommends to the Board individuals for election as officers; •Annually reviews the goals and performance of the officers of the Company and APS; •Approves corporate goals and objectives relevant to the compensation of the CEO, assesses the CEO’s performance in light of these goals and objectives, and sets the CEO’s compensation based on this assessment; •Makes recommendations to the Board with respect to non-CEO executive compensation and Director compensation; •Administers the Company’s long-term incentive plans; •Reviews and discusses with management the Compensation Discussion and Analysis (“CD&A”) on executive compensation set forth in our proxy statements; •Reviews the number, type, and design of the Company’s pension, health, welfare, and benefit plans; •Periodically reviews principal risks relating to the Company’s compensation and human resources policies and practices or other matters addressed by the Human Resources Committee; and •Periodically reviews the Company’s compensation policies and practices applicable to executive and non-executive employees to identify and assess potential material risks arising from the policies and practices. Under the Human Resources Committee’s charter, the Human Resources Committee may delegate authority to subcommittees, but did not do so in 2024. Additional information on the processes and procedures of the Human Resources Committee is provided under the heading “Compensation Discussion and Analysis.”



NUCLEAR AND OPERATING COMMITTEE


“The Committee addressed a wide variety of critical issues, including safety, nuclear and non-nuclear generation, wildfire protections, progress on clean energy goals, resource adequacy, operational reliability, and cybersecurity.” —William Spence 2024 Meetings: 4 Committee members: William H. Spence, Chair Glynis A. Bryan Gonzalo A. de la Melena, Jr. Carol S. Eicher Kristine L. Svinicki James E. Trevathan, Jr. Key member skills:			Responsibilities: •Receives regular reports from management and monitors the overall performance of PVGS; •Reviews the results of major PVGS inspections and evaluations by external oversight groups, such as the Institute of Nuclear Power Operations and the NRC; •Monitors overall performance of the principal non-nuclear business functions of the Company and APS, including fossil energy generation, energy transmission and delivery, customer service, fuel supply and transportation, safety, legal and regulatory compliance, key performance indicator results and trends, and any significant incidents or events; •Reviews regular reports from management concerning the Company’s environmental, health, and safety (“EH&S”) policies and practices, and monitors the Company’s compliance with such policies and applicable laws and regulations, and reviews and discusses with management how the Company can continue to improve its safety practices; •Reviews APS’s planning for resource adequacy (including generation additions and retirements) and significant expansions of its bulk transmission system; •Periodically reviews principal risks related to the Company’s nuclear, fossil generation, transmission and distribution, and EH&S operations, or other matters addressed by this Committee; •Receives reports on the Company’s sustainability initiatives and strategy; •Provides oversight of security policies, programs, and controls for protection of cyber and physical assets; and •Receives regular reports from the Off-Site Safety Review Committee – a committee of non-employee individuals with senior management experience in the nuclear industry and the Palo Verde Director of Nuclear Assurance that provides independent assessments of the safe and reliable operations of PVGS.


			2016 • Paula J. Sims added
			2018 • Roy A. Herberger, Jr. retired
			2018 • James E. Trevathan, Jr. added
			2020 • Glynis A. Bryan added
			2020 • Michael L. Gallagher retired
			2021 • William H. Spence added
			2021 • Humberto S. Lopez retired
			2022 • Gonzalo A. de la Melena, Jr. added
			2022 • Denis A. Cortese retired
			2023 • Kristine L. Svinicki added
			2023 • Dale E. Klein retired
			2024 • Kathryn L. Munro retired
			2024 • Ronald Butler, Jr. added
			2024 • Carol S. Eicher added
			2024 • Susan T. Flanagan added
			May 2025 • Bruce J. Nordstrom scheduled retirement



Our Board has been refreshed Since the adoption of our Director Retirement Policy, nine independent Directors have been added and seven independent Directors will have retired as of May 21, 2025. Our average independent Director tenure will have decreased from 12.3 years in May 2016 to 6.0 years as of February 19, 2025. With the retirement of Mr. Nordstrom in May 2025, the tenure will decrease to 4.4 years, as of May 21, 2025.



1	Board Evaluation Each Director completes a comprehensive written evaluation of Board (“Board Evaluation”) and committee performance, which is reviewed on a one-year, stand-alone basis and a three-year basis to identify year-over-year trends	Topics covered include, among others: •Board composition and effectiveness •Competency and accountability •Deliberations and administration •Committee effectiveness •Specific skills, experience, and expertise recommended by Directors to be added or enhanced


2	Director Self-Evaluation Each Director evaluates different areas of their performance as a Director (“Director Self-Evaluations”)	Topics covered include, among others: •Independence •Knowledge and expertise •Judgment and skills •Participation and contribution to collective decision-making


3	One-on-One Discussions Conducted by the Lead Independent Director, who initially reviews the assessment results, in a formal annual call	Topics covered include, among others: •The Board, its functions, and membership •Board and committee structure •Processes for effective communication and feedback •Director’s plan with respect to continuing Board service •Any other topic the individual Director wishes to discuss


4	Evaluation Results	The results of the evaluations and calls are presented to the Corporate Governance and Public Responsibility Committee and the full Board typically each February


5	Feedback Incorporated	Based on the evaluation results, changes in practices or procedures are considered and implemented as needed