Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2022, the Human Resources Committee (the "Committee") of the
Pinnacle West Capital Corporation ("Pinnacle West") Board of Directors (the
"Board") approved the portion of the Arizona Public Service Company ("APS") 2023
Annual Incentive Award Plan (the "APS Plan") that provides an incentive award
opportunity for Jeffrey B. Guldner, Chairman of the Board, President and Chief
Executive Officer of Pinnacle West and Chairman of the Board of Directors and
Chief Executive Officer of APS. On December 14, 2022, the Board, acting on the
recommendation of the Committee, approved the portion of the APS Plan that
includes an incentive award opportunity for Andrew D. Cooper, Senior Vice
President and Chief Financial Officer of Pinnacle West and APS, Theodore N.
Geisler, President of APS and Robert E. Smith, Executive Vice President, General
Counsel and Chief Development Officer of Pinnacle West and APS.
No incentive payments will be awarded under the APS Plan unless Pinnacle West,
with respect to Mr. Guldner, or APS, with respect to Messrs. Cooper, Geisler and
Smith, each achieves a specified threshold earnings level. The award
opportunities for Mr. Guldner under the APS Plan are based on the achievement of
specified 2023 Pinnacle West earnings levels and specified business unit
performance goals. Mr. Guldner has a target award opportunity of up to 115% of
his base salary. Mr. Guldner may earn less or more than the target amount, up to
a maximum award opportunity of 230% of base salary, depending on the achievement
of the earnings and business unit performance goals separately or in
combination, and before adjustment for individual performance. The business unit
performance indicators for Mr. Guldner are based on the average results of all
five business units (Transmission and Distribution, Customer Experience and
Communications, Generation (Non-Nuclear), Corporate Resources and Palo Verde)
and consist of employee safety, customer experience, customer affordability and
reliability.
The award opportunities for Messrs. Cooper, Geisler and Smith under the APS Plan
are based on the achievement of specified 2023 APS earnings levels and specified
business unit performance goals. Mr. Cooper has a target award opportunity of up
to 70% of his base salary, Mr. Geisler has a target award opportunity of up to
85% of his base salary and Mr. Smith has a target award opportunity of up to 75%
of his base salary. Messrs. Cooper, Geisler and Smith may earn less or more than
the target amount, up to a maximum award opportunity of 140% for Mr. Cooper,
170% for Mr. Geisler and 150% for Mr. Smith, depending on the achievement of the
earnings and business unit performance goals separately or in combination, and
before adjustment for individual performance. The business unit performance
indicators that will be considered for Messrs. Cooper, Geisler and Smith vary
based off the applicable business unit but in all cases are closely tied to the
APS Promise and include metrics such as employee safety, customer experience,
customer affordability and reliability.
The Committee may adjust targets or incentive results under the APS Plan to
reflect unanticipated events or unusual or nonrecurring adjustments to Pinnacle
West or APS earnings (as applicable) that arise in the APS Plan year, including
without limitation, Arizona Corporation Commission rate-related impacts on
earnings. Any awards for Messrs. Guldner, Cooper, Geisler and Smith are subject
to potential forfeiture or recovery in accordance with Pinnacle West's Clawback
Policy.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PINNACLE WEST CAPITAL CORPORATION 
