Jeffrey Guldner
About Jeffrey Guldner
Independent director at Nextracker (director since 2024; age 60). Former President, CEO, and Chairman of Pinnacle West Capital and CEO/Chairman of Arizona Public Service (APS) from November 2019 to March 2025; previously President of APS (Aug 2021–May 2022). Earlier career includes partner at Snell & Wilmer (public utility/telecom/energy law), U.S. Navy surface warfare officer, and assistant professor of naval history at the University of Washington. Education: B.A. (University of Iowa), J.D. (Arizona State University College of Law); graduate of MIT Reactor Technology Course and Columbia Business School Advanced Management Program . Independence affirmed by the Board (member of the Nominating, Governance & Public Responsibility Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle West Capital Corporation | President, CEO, Chairman | Nov 2019 – Mar 2025 | Led utility holding company; public company leadership experience cited by NXT for Board selection . |
| Arizona Public Service (APS) | CEO, Chairman; President | CEO/Chairman: Nov 2019 – Mar 2025; President: Aug 2021 – May 2022 | Executed leadership of primary utility subsidiary . |
| Snell & Wilmer LLP | Partner (Energy/Utility/Telecom law) | Prior to 2004 | Legal expertise in regulated industries . |
| U.S. Navy; Univ. of Washington | Surface warfare officer; Assistant professor of naval history | Prior to legal career | Leadership and academic credentials . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edison Electric Institute (EEI) | Director | Current (as of proxy) | Industry association board . |
| Nuclear Energy Institute (NEI) | Director | Current | Industry association board . |
| Electric Power Research Institute (EPRI) | Director | Current | Industry association board . |
| Smart Electric Power Alliance (SEPA) | Director | Current | Industry association board . |
| McCain Institute | Director | Current | Non-profit board . |
| Greater Phoenix Leadership | Director | Current | Regional leadership org . |
| ASU Knowledge Exchange for Resilience | Director | Current | Academic-affiliated board . |
Board Governance
- Role and independence: Independent director; member, Nominating, Governance and Public Responsibility Committee (Nom Gov). Nom Gov members (Guldner, Menezes, Watkins) are all independent per Nasdaq/SEC standards .
- Committee scope: Nom Gov oversees director nominations, board composition, governance policies, conflicts oversight, and shareholder engagement; met 4 times in FY25 .
- Attendance and meeting cadence: Board held 7 meetings in FY25; each director attended ≥75% of board/committee meetings for their service periods. Executive sessions of non-management directors are typically held as part of each quarterly meeting .
- Board structure: Classified board (three classes); separate Chair (William Watkins) and CEO; policy to appoint a lead independent director if Chair is not independent .
- 2025 director election results (Class III): Guldner (For 94,618,920; Withhold 32,664,572; Broker Non-Votes 5,958,224), Karuturi (For 126,318,047; Withhold 965,445; Broker Non-Votes 5,958,224), Thomas (For 122,878,553; Withhold 4,404,939; Broker Non-Votes 5,958,224) .
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash retainers – Board member | $65,000 annual | Paid quarterly; prorated for partial year . |
| Cash retainers – Chair of Board | $50,000 additional | Annual . |
| Committee retainers – Audit | Chair $25,000; Member $12,500 | Annual . |
| Committee retainers – Compensation & People | Chair $25,000; Member $12,500 | Annual . |
| Committee retainers – Nominating/Governance/Public Responsibility | Chair $10,000; Member $5,000 | Annual . |
| 2025 cash actually earned (Guldner) | $55,377 | Partial-year service from June 14, 2024 . |
Performance Compensation (Director)
| Equity Component | Grant Value / Shares | Vesting / Performance Metrics |
|---|---|---|
| Annual RSU grant (non-employee directors) | $150,000 grant date value (plus $50,000 for Board Chair) | Granted after annual meeting; time-based vesting at one year (or pre-next annual meeting); no performance conditions . |
| FY25 RSUs granted to Guldner | 4,196 RSUs | Prorated for service from appointment to 2024 Annual Meeting; vests before next annual meeting . |
| FY25 “Stock Awards” (Guldner) | $177,049 | Grant date fair value per ASC 718 . |
Note: Director equity is time-based only; there are no performance metrics tied to director RSUs .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company directorships (besides NXT) | None disclosed in proxy biography; prior role as CEO/Chair at Pinnacle West/APS ended March 2025 . |
| Industry/non-profit boards | EEI, NEI, EPRI, SEPA, McCain Institute, Greater Phoenix Leadership, ASU Knowledge Exchange . |
| Potential interlocks/conflicts | No related-party transactions disclosed involving Guldner; Audit Committee oversees related-party policy . |
Expertise & Qualifications
- Extensive leadership in regulated utilities and energy, including CEO/Chair roles (Pinnacle West/APS) .
- Legal expertise in public utility and energy law (former Snell & Wilmer partner) .
- Nuclear and advanced management training (MIT Reactor Technology Course; Columbia AMP) .
- Board service across major energy industry associations (EEI, NEI, EPRI, SEPA) supporting governance oversight in energy markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jeffrey Guldner | 4,169 | <1% | As of June 5, 2025; excludes 3,723 director RSUs vesting before annual meeting . |
| Hedging/pledging policy | — | — | Hedging and pledging of Nextracker securities prohibited for directors/officers . |
| Director ownership guidelines | — | — | Non-employee directors are expected to hold stock equal to 5x annual cash retainer within five years . |
| Section 16 compliance | — | — | Directors/officers were timely with Section 16(a) filings in FY25 . |
Director Compensation (FY25 actuals)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jeffrey Guldner | 55,377 | 177,049 | 232,426 |
| Notes | — | — | Guldner joined June 14, 2024; amounts prorated; unvested director RSUs as of Mar 31, 2025: 3,723 . |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~85% of votes cast supported the executive compensation program .
- 2025 Annual Meeting results (Aug 18, 2025): Say-on-Pay votes For 102,259,632; Against 24,905,312; Abstain 118,548; Broker Non-Votes 5,958,224 .
Risk Indicators & Red Flags
- Significant withhold vote on Guldner’s 2025 election (32.7M withhold; 94.6M for), notably higher withholds than the other two Class III nominees (Karuturi and Thomas). This may signal investor concerns and warrants engagement and responsiveness from the Nom Gov Committee .
- No related-party transactions disclosed for Guldner; hedging/pledging prohibited—positive alignment signals .
- Board is classified; while permissible, some investors prefer annual elections—context for potential governance dialogue .
Governance Assessment
- Strengths: Independent status; relevant utility/energy and legal expertise; service on Nom Gov overseeing governance and conflicts; adherence to stock ownership guidelines framework; prohibition on hedging/pledging; regular executive sessions; strong overall board attendance .
- Watch items: Elevated withhold vote on his re-election relative to peers suggests targeted shareholder concerns (e.g., perceived conflicts from prior utility leadership or board composition/views). Transparent engagement and feedback loops through Nom Gov will be important ahead of the next cycle .
- Alignment: Director pay mixes cash retainers with annual time-based RSUs; ownership guideline of 5x cash retainer supports alignment. No performance-based director equity, consistent with best practice to preserve board independence .
Appendix: Committee & Attendance Context
| Topic | Detail |
|---|---|
| Nom Gov Committee membership | Jeffrey Guldner; Mark Menezes; William Watkins (Chair); all independent . |
| Nom Gov meetings in FY25 | 4 meetings . |
| Board meetings in FY25 | 7 meetings; each director attended ≥75% of aggregate board and committee meetings during their service . |
| Executive sessions | Typically held each quarterly meeting for non-management directors . |