Andrew Cooper
PINNACLE WEST CAPITALAbout Andrew Cooper
Andrew D. Cooper is Senior Vice President and Chief Financial Officer of Pinnacle West Capital Corporation (PNW) and Arizona Public Service (APS), responsible for accounting, corporate treasury, FP&A, internal audit, investor relations, pension and trust investments, and tax services; he was appointed CFO effective May 16, 2022 after serving as Vice President & Treasurer since June 2020 . Cooper previously served as Director of Corporate Finance at Consolidated Edison (Feb 2017–Jun 2020) and spent more than a decade as an investment banker at Barclays focused on power and utilities; he holds a BA (Harvard College) and JD (Harvard Law School) . Age was disclosed as 44 at appointment (May 2022); he signed multiple company 8-Ks in his capacity as CFO (e.g., Feb 19, 2025) . Company performance against executive long-term metrics: the 2021 cycle paid 31.5% for TSR and 61.7% for operational metrics, with releases in 2024, illustrating the pay-for-performance structure that applies to NEOs including the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pinnacle West/APS | SVP & Chief Financial Officer | May 16, 2022–present | Leads finance functions; oversees accounting, treasury, FP&A, IA, IR, pensions, tax |
| Pinnacle West/APS | Vice President & Treasurer | Jun 2020–May 2022 | Corporate treasury and capital allocation leadership |
| Consolidated Edison Company of New York | Director, Corporate Finance | Feb 2017–Jun 2020 | Corporate finance and funding execution |
| Barclays | Investment Banker (Power & Utilities) | More than a decade (prior to 2017) | Capital markets expertise in utilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valle del Sol | Board of Directors | Current (as of 2025 proxy) | Community engagement and governance |
| Phoenix Art Museum | Trustee | Current (as of 2025 proxy) | Civic leadership and stakeholder network |
Fixed Compensation
| Year | Base Salary ($) | Target Annual Incentive (% of Salary) | Actual Annual Incentive (% of Salary) | Annual Incentive Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 630,000 | 70% | 118.8% | 748,157 | 34,844 |
| 2023 | 600,000 | 592,830 | 28,935 | ||
| 2022 | 440,821 (paid) | Up to 70% (APS 2022 plan) | 526,750 | 43,113 |
- 2024 salary increase: +5.0% vs 2023 for Cooper .
- 2024 long-term equity mix for Senior Vice Presidents (incl. CFO): 60% performance shares / 40% RSUs .
Performance Compensation
Annual Incentive Structure (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| APS Earnings Performance | 50% | Earnings threshold must be met | 2024 award paid at 118.8% of salary for Cooper | 1 year | |
| Business Unit Performance | 50% | Pre-set operational goals (safety, customer experience, operational quality/efficiency) | 2024 award paid at 118.8% of salary for Cooper | 1 year |
Long-Term Incentive Metrics and Awards
| Grant Year | Vehicle | Metric | Weighting (%) | Measurement Period | Vesting/Release | Grant Details |
|---|---|---|---|---|---|---|
| 2024 | Performance Shares | Relative TSR | 40 | 3 years | Ends Dec 31, 2026; payout in 2027 | Cooper PS target 13,460; RSUs 8,976; grant date value $1,550,328 |
| 2024 | Performance Shares | EPS Performance | 40 | 3 years | Ends Dec 31, 2026; payout in 2027 | As above |
| 2024 | Performance Shares | Clean Megawatts Installed | 20 | 3 years | Ends Dec 31, 2026; payout in 2027 | As above |
| 2024 | RSUs | Stock Price | Vests 25% annually over 4 years | Time-based; dividend equivalents credited if RSUs vest | Cooper RSUs 8,976 |
Realized Performance (Prior Cycle)
| Cycle | Metric | Company Performance (Percentile/Factor) | Release Events |
|---|---|---|---|
| 2021 (Jan 1, 2021–Dec 31, 2023) | TSR | 31.5% percentile; payout 31.5% for “all others” (incl. CFO) | Shares released Feb 20, 2024 (TSR); dividend equivalents also released |
| 2021 (Jan 1, 2021–Dec 31, 2023) | Operational Metrics | Avg 61.7% percentile; payout 61.7% for “all others” | Shares released Oct 22, 2024; dividend equivalents also released |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 14, 2025) | 7,725 shares; percent of class “*” (immaterial) |
| Stock ownership guideline | 2× base salary for Executive/Senior VPs; compliance required within 5 years (phase-in, with possible extensions) |
| Compliance status | All NEOs in compliance; sales restricted until requirement met |
| Hedging/pledging | Prohibited for directors and officers; no margining/pledging of company stock |
| Deferred compensation (DCP) | Cooper had no executive/registant contributions, no earnings, and zero aggregate balance at FY-end 2024 |
Outstanding Equity Awards (FY-end 2024)
| Award Type | Not Vested / Unearned (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs (footnote (2)) | 8,976 | 760,896 |
| RSUs (footnote (3)) | 4,959 | 420,374 |
| RSUs (footnote (4)) | 1,696 | 143,770 |
| RSUs (footnote (4)) | 818 | 69,342 |
| RSUs (footnote (8)) | 356 | 30,178 |
| Performance Shares (max assumption, footnote (9)) | 10,768 | 912,803 |
| Performance Shares (max assumption, footnote (10)) | 10,768 | 912,803 |
| Performance Shares (threshold, footnote (11)) | 1,346 | 114,110 |
| Performance Shares (max assumption, footnote (12)) | 7,932 | 672,396 |
| Performance Shares (max assumption, footnote (13)) | 7,932 | 672,396 |
| Performance Shares (threshold, footnote (14)) | 992 | 84,092 |
| Additional PS | 2,036 | 172,592 |
| Additional PS | 1,205 | 102,148 |
| Additional PS | 1,205 | 102,148 |
| Additional PS | 656 | 55,609 |
- 2024 stock vesting/realization: Cooper acquired 4,941 shares on vesting, realizing $359,150; these included RSU tranches (2020–2023 grants) and performance share releases for the 2021 cycle (TSR and operational metrics) with associated dividend equivalents .
Employment Terms
| Term | Detail |
|---|---|
| Change-of-control (CoC) agreement | Double-trigger; severance if terminated without cause or for good reason within 2 years after CoC; agreements auto-renew annually unless terminated with six months’ notice |
| CoC severance multiple | 2.99× (salary at CoC + average annual bonus over prior 4 years), plus continued benefits and outplacement; “best net benefit” (no excise tax gross-up) for NEOs since 2021 (except Mr. Guldner) |
| Equity acceleration on CoC | Assumes full vesting of performance shares (at target) and RSUs on CoC unless Board overrides |
| Severance plan (non-CoC) | Company does not have a severance plan covering NEOs outside CoC agreements |
| Clawback | NYSE Rule 10D-1 compliant clawback adopted in 2023; recovers excess incentive-based pay for prior 3 fiscal years after required restatement |
| Pension (present value at FY-end 2024) | Retirement Plan: $80,479; Supplemental Plan: $315,683; not currently eligible for early/normal retirement |
| Potential payouts (as of Dec 31, 2024) | Change of Control Total: $7,478,326 (PS $2,726,118; RSUs $1,511,618; Severance $3,185,135; Medical/Dental/Life $45,455; Outplacement $10,000) |
| Potential payouts (death/disability) | Total: $3,731,067 (PS $2,252,000; RSUs $1,479,067) |
| Appointment date as CFO | Effective May 16, 2022; initial CFO base $500,000; target bonus up to 70% of salary; LTI grant $625,000 (mix of PSUs/RSUs) |
Compensation Structure Analysis
- 2024 total direct compensation for Cooper: $2.9 million; mix shows high “at-risk” component consistent with peers (At-Risk 79%) .
- Shift to performance shares and RSUs maintained in 2024 with Senior Vice Presidents at 60% PSUs / 40% RSUs; RSUs vest over 4 years, enhancing retention; PSUs tie payouts to TSR, EPS, and Clean MW goals .
- 2024 base salary increased 5.0% vs 2023, aligning with competitive benchmarking and retention considerations .
- Strong shareholder support: say-on-pay “for” vote of 94.8% in 2024, with no program changes made in direct response .
Investment Implications
- Alignment: High proportion of variable pay and multi-year performance shares tied to TSR/EPS/Clean MWs aligns compensation with shareholder outcomes; RSU time-based vesting increases retention while ownership guidelines restrict sales until compliance is met .
- Selling pressure: Multiple vesting/release events occurred in 2024 (RSU tranches and 2021 PSU releases); while vesting can create supply, hedging/pledging is prohibited and officers must meet ownership guidelines before selling beyond tax needs, mitigating misalignment risk .
- Retention/M&A optionality: CoC economics (~$7.48M total) and equity acceleration under a double-trigger can stabilize leadership through strategic events; absence of non-CoC severance reduces ongoing liabilities outside transaction scenarios .
- Risk indicators: Best-net-benefit (no excise tax gross-up) and clawback adoption are governance positives; no pledging allowed; strong say-on-pay support suggests investor acceptance of pay design .