PINNACLE WEST CAPITAL CORP

For the period ended Dec 31, 2024. Filed Apr 8, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 8, 2025

PNW$104.22+0.4%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Summary Compensation Table

The following table provides information concerning the total compensation earned or paid to the Company’s NEOs:

Name and Principal Position · Year · Salary($) · Bonus($) · StockAwards($)(1) · Non-EquityIncentive PlanCompensation($)(2) · Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)(3) · All OtherCompensation($)(4) · Total($)
Jeffrey B. Guldner,Former Chairman of the Board, President and Chief Executive Officer of PNW and Chairman of the Board, President and Chief Executive of APS and currently, Advisor to the CEO	2024	1,150,000		0		6,139,342		2,378,430		1,277,261		29,275		10,974,308
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
Andrew D. Cooper, Senior Vice President and Chief Financial Officer, PNW and APS	2024	630,000		0		1,602,875		748,157		110,434		34,844		3,126,310
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, (5) Chairman of the Board, President and Chief Executive Officer of PNW and Chairman of the Board, President and Chief Executive of APS	2024	700,000		0		1,696,843		1,024,798		105,508		338,344		3,865,493
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
Adam C. Heflin, Executive Vice President and Chief Nuclear Officer of PVGS, APS	2024	735,000		0		1,337,015		1,026,703		293,745		27,640		3,420,103
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
Jacob Tetlow, (6)Executive Vice President and Chief Operating Officer of APS	2024	586,776		0		2,337,019		878,981		108,829		27,415		3,939,020
2023	525,000		0		1,261,291		566,799		490,390		26,240		2,869,720
2022	485,000		0		633,827		540,242		(99,050)		27,308		1,587,327

(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 for 2024 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 Tetlow ($76.09); and for Mr. Cooper ($78.86); the EPS and clean MWs installed performance share value for 2024 is based on the closing stock price on the date of grant: February 2024 grants ($69.10) and Mr. Tetlow's October 2024 promotional grant ($89.31). The amounts in the column for 2024 are allocated between the various equity grants as follows:

Name	RSUs($)	PerformanceShares($)
Mr. Guldner	1,791,072	4,348,270
Mr. Cooper	620,242	982,633
Mr. Geisler	495,032	1,201,811
Mr. Heflin	390,000	947,015
Mr. Tetlow	1,390,004	947,015

The aggregate grant date fair value of the performance shares granted in 2024, assuming the highest level of performance is achieved, is as follows: Mr. Guldner — $8,696,540; Mr. Cooper — $1,965,267; Mr. Geisler — $2,403,621; Mr. Heflin — $1,894,031; and Mr. Tetlow — $1,894,031.

86 \|	2025 Proxy Statement

(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 2024 consist of: (i) the estimated aggregate change in the actuarial present value from December 31, 2023 to December 31, 2024 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 — $1,231,543; Mr. Cooper — $110,434; Mr. Geisler — $94,108; Mr. Heflin — $292,095; and Mr. Tetlow — $83,467; and (ii) the above-market portion of interest accrued under the DCP as follows: Mr. Guldner — $45,718; Mr. Geisler — $11,400; Mr. Heflin — $1,650; and Mr. Tetlow — $25,362. 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 2024:

Mr. Guldner:
•Company’s contribution under the 401(k) plan	15,525
•Perquisites and personal benefits consisting of a car allowance and financial planning	13,750
Mr. Cooper:
•Company’s contribution under the 401(k) plan	15,525
•Perquisites and personal benefits consisting of a car allowance, executive physical, and financial planning	19,319
Mr. Geisler:
•Company’s contribution under the 401(k) plan	15,525
•Perquisites and personal benefits consisting of a car allowance, executive physical, and financial planning	22,819
•Deferred Compensation Plan Discretionary Credits vesting	300,000
Mr. Heflin:
•Company’s contribution under the 401(k) plan	15,525
•Perquisite consisting of a car allowance and financial planning	12,115
Mr. Tetlow:
•Company’s contribution under the 401(k) plan	10,350
•Perquisites and personal benefits consisting of a car allowance, executive physical, and financial planning	17,065

(5)Mr. Geisler was promoted to Chairman of the Board, President and Chief Executive Officer of PNW and Chairman of the Board and Chief Executive Officer of APS effective April 1, 2025.

(6)Mr. Tetlow was promoted to Executive Vice President and Chief Operating Officer of APS effective October 23, 2024.

2025 Proxy Statement | 87

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.