PINNACLE WEST CORP (PNW)
Sector: Utilities
2026 Annual Meeting Analysis
PINNACLE WEST CORP · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2020 with strong CFO background; PNW's 3-year total return of +48.8% outperforms the peer group median of +42.5% by +6.3pp, well below the 50pp underperformance threshold required to trigger a negative vote; no overboarding, attendance, or independence concerns.
Director since 2024, within the 24-month new-director exemption period; exempt from the TSR trigger; brings strong audit and accounting credentials as former Ernst & Young managing partner and serves as Audit Committee Chair.
Director since 2022; PNW's 3-year outperformance of peers means the TSR trigger does not apply; no overboarding, attendance, or independence concerns; brings Arizona business and CEO experience.
Director since 2024, within the 24-month new-director exemption period; exempt from TSR trigger; brings complex operations and CEO experience from prior industrial leadership roles.
Director since 2024, within the 24-month new-director exemption period; exempt from TSR trigger; brings deep energy sector and CEO experience as former head of GE Energy Financial Services.
Director since 2024 and current CEO; within the 24-month new-director exemption period; exempt from TSR trigger as a director; non-independent classification is appropriate given executive role; compensation evaluated separately under Say on Pay.
Director since 2016 and Lead Independent Director; PNW's 3-year total return of +48.8% outperforms the peer median of +42.5% by +6.3pp, far below the 50pp threshold; strong utility industry background and no governance concerns.
Director since 2021; PNW outperforms its peer median over 3 years so the TSR trigger does not apply; brings extensive utility CEO experience from PPL Corporation and no overboarding or attendance issues.
Director since 2023; tenure is under 36 months and overlaps less than half the 3-year measurement period; no TSR trigger applied; brings unique nuclear regulatory expertise as former NRC Chairman.
Director since 2018; PNW's 3-year return of +48.8% exceeds the peer median by +6.3pp, well below the 50pp underperformance threshold; brings complex operations and COO experience; no attendance or overboarding concerns.
All ten nominees receive a FOR vote. PNW's 3-year total return of +48.8% outperforms the compensation peer group median of +42.5% by +6.3pp — significantly below the 50pp underperformance threshold required under the strong-positive TSR tier — so the TSR trigger does not fire for any director. The four directors added in 2024 (Butler, Eicher, Flanagan, Geisler) are within the 24-month new-director exemption period. No overboarding, attendance below 75%, or independence concerns were identified across the slate. The board is well-refreshed with average independent director tenure of 4.6 years post-meeting.
Say on Pay
✓ FORCEO
Theodore N. Geisler
Total Comp
$8,414,652
Prior Support
96.6%%
The CEO's total compensation of $8.4 million is reasonable for a regulated electric utility with a $12.4 billion market cap, and the prior year Say on Pay vote received 96.6% shareholder support — well above the 70% threshold that would require a response. The pay mix is strong, with 87% of the current CEO's target compensation at risk through performance-based incentives including a long-term equity component tied to relative total shareholder return, earnings per share, and clean energy buildout metrics, far exceeding the 50-60% variable pay requirement. PNW's 3-year total return of +48.8% outperforms its compensation peer group median of +42.5%, meaning above-benchmark incentive pay is supported by actual shareholder outcomes, satisfying the pay-for-performance alignment check. The company also maintains a clawback policy compliant with NYSE rules covering both short- and long-term incentive awards.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,025,844
Non-Audit Fees
$504,051
The non-audit fees of $504,051 represent approximately 12.5% of audit fees of $4,025,844, well below the 50% threshold that would raise auditor independence concerns. Deloitte & Touche is a Big 4 firm appropriate for a $12.4 billion market cap utility. Auditor tenure is not disclosed in the filing, so no tenure-based negative trigger is applied per policy. Tax fees and all other fees were zero.
Overall Assessment
The 2026 Pinnacle West annual meeting ballot contains three standard proposals: director elections for ten nominees, ratification of Deloitte & Touche as auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote — the director slate is well-refreshed with no TSR underperformance concern given PNW's outperformance of its utility peer group over three years, the auditor fee structure raises no independence concerns, and the executive compensation program is strongly performance-linked with 96.6% prior-year shareholder support.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing