PINNACLE WEST CAPITAL CORP
For the period ended May 14, 2026. Filed Apr 3, 2026.
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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.
May 14, 2026 · Filed Apr 3, 2026
Contents
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 50 of this Proxy Statement.
| Year · Summary CompensationTable Total forPEO($)(1) · CompensationActually Paid to PEO ($)(2) · AverageSummary Compensation Table Total for Non-PEO NEOs ($)(3) · Average Compensation Actually Paid to Non-PEO NEOs ($)(4) · Value of Initial Fixed $100 Investment Based on: | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current CEO · Former CEO · Current CEO · Former CEO · TotalShareholderReturn ($)(5) · Peer Group TotalShareholderReturn ($)(6) · Net Income(millions)(7) · APS Adjusted Earnings (millions)(8) | |||||||||||||
| 2025 | 8,414,652 | 2,828,115 | 8,814,543 | 5,854,175 | 3,082,551 | 3,618,539 | 138 | 144 | 632 | 667 | |||
| 2024 | N/A | 10,974,308 | N/A | 17,203,531 | 3,587,732 | 5,232,784 | 127 | 129 | 626 | 642 | |||
| 2023 | N/A | 9,322,192 | N/A | 10,889,494 | 2,944,101 | 3,263,608 | 103 | 108 | 519 | 556 | |||
| 2022 | N/A | 8,358,317 | N/A | 9,453,300 | 2,542,827 | 2,749,796 | 104 | 118 | 501 | 525 | |||
| 2021 | N/A | 8,100,157 | N/A | 5,532,436 | 2,842,352 | 2,219,429 | 92 | 117 | 636 | 632 | |||
(1)During fiscal 2025, Mr. Geisler and Mr. Guldner each served as our CEO for a period of time, further described in the Compensation Discussion and Analysis on page 50. Mr. Guldner served as our CEO from 2021 through 2024 The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Geisler and Mr. Guldner (our current and former CEO also known as the Principal Executive Officer (“PEO”)) for each corresponding year in which each served as our CEO in the “Total” column of the Summary Compensation Table.
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(2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Geisler and Mr. Guldner, as computed in accordance with Item 402(v) of Regulation S-K, for the years in which each served as our CEO. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Geisler and Mr. Guldner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Geisler's and lMr. Guldner’s total compensation for each year to determine the compensation actually paid:
| Year | Reported Summary Compensation Table Total for PEO ($) | 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 ($) |
|---|---|---|---|---|---|---|
| Current CEO | ||||||
| 2025 | 8,414,652 | (5,257,108) | 5,870,007 | (321,419) | 108,411 | 8,814,543 |
| Former CEO | ||||||
| 2025 | 2,828,115 | — | 4,038,001 | (1,455,745) | 443,804 | 5,854,175 |
| 2024 | 10,974,308 | (6,139,342) | 13,182,490 | (1,231,543) | 417,618 | 17,203,531 |
| 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 |
(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:
| Year | Year-End FairValue ofEquity AwardsGrantedDuring theCovered FiscalYear that areOutstandingand Unvestedas of the Endof the CoveredFiscal Year | Year Over YearChange in FairValue as of the End of the Covered Fiscal Year ofOutstandingand UnvestedEquity Awards Granted in Prior Years | Fair Value asof VestingDate of EquityAwardsGranted andVested in theSame CoveredFiscal Year | Change in FairValue as of theVesting Dateof EquityAwardsGranted inPrior Yearsthat Vested inthe Covered Fiscal Year | Fair Value atthe End of thePrior FiscalYear of EquityAwards thatFailed to MeetVestingConditions inthe CoveredFiscal Year | Value of Dividendsor Other EarningsPaid on StockAwards in theCovered Fiscal YearNot OtherwiseReflected in FairValue or TotalCompensation | Total EquityAwardAdjustments |
|---|---|---|---|---|---|---|---|
| Current CEO | |||||||
| 2025 | 4,576,222 | 533,306 | 0 | 342,424 | 0 | 418,055 | 5,870,007 |
| Former CEO | |||||||
| 2025 | 0 | 1,918,952 | 0 | 1,161,330 | 0 | 957,719 | 4,038,001 |
| 2024 | 7,737,927 | 2,204,938 | 0 | 2,000,139 | 0 | 1,239,486 | 13,182,490 |
| 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 |
(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.
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(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. Geisler and 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:
| Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments |
|---|---|---|---|
| Current CEO | |||
| 2025 | 108,411 | 0 | 108,411 |
| Former CEO | |||
| 2025 | 443,804 | 0 | 443,804 |
| 2024 | 417,618 | 0 | 417,618 |
| 2023 | 378,904 | 0 | 378,904 |
| 2022 | 427,805 | 0 | 427,805 |
| 2021 | 422,377 | 0 | 422,377 |
| 2020 | 384,393 | 0 | 384,393 |
(3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for Fiscal 2025, Andrew D. Cooper, Shirley A. Baum, Adam C. Heflin, Jacob Tetlow, and Robert E. Smith; (ii) for Fiscal 2024, Andrew D. Cooper, Theodore N. Geisler, Adam C. Heflin, and Jacob Tetlow; (iii) for Fiscal 2023, Theodore N. Geisler, Andrew D. Cooper, Adam C. Heflin, and Robert E. Smith; (iv) for 2022, Theodore N. Geisler, Andrew D. Cooper, Adam C. Heflin, Maria L. Lacal, Robert E. Smith, and Jacob Tetlow; (v) for Fiscal 2021, Theodore N. Geisler, James R. Hatfield, Maria L. Lacal, and Robert E. Smith.
(4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to these non-PEO NEOs as a group, 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 these non-PEO NEOs as a group 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 these non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:
| Year | Average ReportedSummaryCompensation TableTotal for Non-PEONEOs | AverageReported Valueof Equity Awards | Average EquityAwardAdjustments(a) | Average ReportedChange in theActuarial PresentValue of PensionBenefits | Average PensionBenefitAdjustments(b) | AverageCompensationActually Paid toNon-PEO NEOs |
|---|---|---|---|---|---|---|
| 2025 | 3,082,551 | (1,415,094) | 2,120,225 | (331,447) | 162,302 | 3,618,539 |
| 2024 | 3,587,732 | (1,743,438) | 3,387,889 | (145,026) | 145,627 | 5,232,784 |
| 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 |
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(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Average Year EndFair Value ofEquity Awards Granted Duringthe Covered FiscalYear that areOutstanding andUnvested as of theEnd of theCovered Fiscal Year | Year Over YearAverageChange in FairValue as of the End of the Covered Fiscal Year ofOutstandingand UnvestedEquity Awards Granted in Prior Years | Average FairValue as ofVesting Dateof EquityAwardsGranted andVested in theSame CoveredFiscal Year | Year Over YearAverageChange in FairValue as of theVesting Dateof EquityAwardsGranted inPrior Yearsthat Vested inthe Covered Fiscal Year | Average FairValue at theEnd of thePrior Year ofEquity Awardsthat Failed toMeet VestingConditions inthe CoveredFiscal Year | Average Value ofDividends or OtherEarnings Paid onStock Awards in theCovered Fiscal YearNot OtherwiseReflected in FairValue or TotalCompensation | TotalAverageEquityAwardAdjustments |
|---|---|---|---|---|---|---|---|
| 2025 | 1,288,234 | 368,505 | 0 | 226,376 | 0 | 237,110 | 2,120,225 |
| 2024 | 2,118,766 | 588,971 | 0 | 391,803 | 0 | 288,349 | 3,387,889 |
| 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 |
(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
| Year | Average Service Cost | Average Prior Service Cost | Total Average Pension Benefit Adjustments |
|---|---|---|---|
| 2025 | 162,302 | 0 | 162,302 |
| 2024 | 145,627 | 0 | 145,627 |
| 2023 | 144,005 | 0 | 144,005 |
| 2022 | 119,197 | 0 | 119,197 |
| 2021 | 193,111 | 0 | 193,111 |
(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 years ended December 31, 2021 through December 31, 2025.
(8)Adjusted APS earnings (“APS Adjusted Earnings”) is APS earnings calculated in accordance with GAAP, as adjusted by the Committee for purposes of the annual incentive plans, as follows: (i) for the APS 2021, 2022, 2024 and 2025 Annual Incentive Award Plans and the APS 2021 and 2022 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were not adjusted; (ii) 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.
Financial Performance Measures
The most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for fiscal year 2025 to the Company’s performance, are as follows:
Relative TSR
PNW Earnings Per Share
MW Installed
APS Adjusted Earnings
Safety
Capital Expenditures
Customer Satisfaction
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Analysis of the Information Presented in the Pay Versus Performance Table
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables indicating the relationships between the metrics below and compensation actually paid as presented in the Pay Versus Performance table, as well as the relationship between cumulative TSR of the Company and cumulative TSR of the peer group.
Compensation Actually Paid and Cumulative TSR
| n | Compensation Actually Paid(Former PEO) | n | Compensation Actually Paid(Current PEO) | Avg. Compensation Actually Paid (Non-PEO NEO) | Company TSR |
|---|
Compensation Actually Paid and Net Income
| n | Compensation Actually Paid(Former PEO) | n | Compensation Actually Paid(Current PEO) | Average for Non-PEO NEOs | Net Income (millions) |
|---|
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Compensation Actually Paid and APS Adjusted Earnings
| n | Compensation Actually Paid(Former PEO) | n | Compensation Actually Paid(Current PEO) | Avg. Compensation Actually Paid (Non-PEO NEO) | APS Adjusted Earnings |
|---|
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
| Company TSR | Peer Group TSR (EEI Index TSR) |
Value of $100 Invested as of December 31, 2020, with Dividends Reinvested
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