Bill Spence
PINNACLE WEST CAPITALAbout Bill Spence
Independent director since 2021; age 68. Former Chairman, President and CEO of PPL Corporation; currently chairs Pinnacle West’s Nuclear and Operating Committee and serves on the Human Resources and Corporate Governance & Public Responsibility Committees. The Board anticipates he will assume the chair of the Human Resources Committee as part of 2025 leadership transitions. He also serves as a director of Williams Companies, Inc.; expertise spans utility operations, nuclear oversight, cybersecurity, and large‑scale corporate leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPL Corporation | Chairman of the Board | 2020–2021 | Led board oversight for investor-owned utility; co-chaired EEI task force developing industry cybersecurity strategy . |
| PPL Corporation | Chairman, President & CEO | 2012–2020 | Extensive regulatory strategy, customer service, risk management, and utility operations leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams Companies, Inc. | Director | Current | Public board experience in energy infrastructure; adds capital allocation and risk oversight perspective . |
Board Governance
- Independence: Independent director; all Board committees are comprised entirely of independent directors under NYSE and Company standards .
- Attendance: 100% attendance at Board and assigned committee meetings in 2024 (Board held seven meetings) .
- Committee assignments and roles:
- Nuclear and Operating Committee – Chair; oversight of PVGS performance, resource adequacy, cybersecurity, EH&S, and operational reliability .
- Human Resources Committee – Member; oversight of executive and director compensation, human capital strategy, and risk in compensation programs .
- Corporate Governance & Public Responsibility Committee – Member; oversight of ESG, governance policies, independence determinations, CEO succession planning .
- Leadership transition signal: Board expects Spence to assume Human Resources Committee chair as part of 2025 refresh (with Ron Butler anticipated to chair Audit) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard director retainer . |
| Committee chair retainer | $20,000 | Nuclear & Operating Committee chair . |
| Total cash fees earned | $135,000 | Sum of retainer and chair fee . |
| Annual equity grant (grant-date value) | $148,385 | Stock units (SUs) granted May 22, 2024; 1,908 shares at $77.77 close . |
| Total 2024 compensation | $283,385 | No pension change value or other compensation . |
| Policy change (effective May 2025) | $125,000 cash retainer; $165,000 equity grant | Approved by Board following peer review by FW Cook; effective post-Annual Meeting . |
Performance Compensation
Directors do not receive performance‑conditioned awards; equity is delivered as stock or stock units with deferral features to strengthen alignment.
| Equity Award Terms (Director) | Detail | Evidence |
|---|---|---|
| Grant date and type | May 22, 2024 SUs; 1,908 units | Grant at $77.77 per share; SU form for deferral . |
| Vesting/payment | 100% delivered in stock upon separation; timing for Spence is last business day of the month after separation | Director‑elected deferral; SU dividend equivalents accrue in cash and are treated as reinvested . |
| Outstanding RSUs/SUs (12/31/2024) | 5,694 units | As of fiscal year end . |
Other Directorships & Interlocks
| Company | Relationship to PNW | Any Related Transactions | Independence Impact |
|---|---|---|---|
| Williams Companies, Inc. | Bill Spence is a director | None disclosed involving Spence; Board reviewed director‑associated company transactions and found them immaterial (examples cited for other directors only) . | Board determined independence for all directors except executives; Spence remains independent . |
Expertise & Qualifications
- Utility and nuclear leadership: Former utility CEO; deep nuclear oversight; chairs Nuclear & Operating Committee .
- Cybersecurity: Co‑chaired EEI industry cybersecurity strategy task force; committee remit includes cyber and physical asset protection .
- Capital allocation and governance: Public board service; corporate governance, complex operations, government/regulatory experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 6,659 shares | As of March 14, 2025 record date . |
| Outstanding RSUs/SUs | 5,694 units | As of December 31, 2024 . |
| Ownership guidelines | 5x annual cash retainer; 6 years to comply | Applies to all directors; anti‑hedging and anti‑pledging policies in place . |
| Compliance status | In compliance | All directors comply with ownership policy . |
Governance Assessment
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Strengths
- Independent director with 100% attendance; chairs high‑impact Nuclear & Operating oversight; active on HR and Governance committees .
- Clear alignment via deferred stock units, anti‑hedging/anti‑pledging, and robust ownership guidelines; outstanding RSUs/SUs support long‑term alignment .
- Anticipated elevation to HR Committee chair reflects Board confidence; complements nuclear oversight with compensation and human capital governance .
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Potential risk indicators
- External directorship at Williams noted; no related‑party transactions or independence impairments disclosed; Board monitors director independence and materiality of any relationships annually .
- Broader compensation governance context remains shareholder‑friendly (e.g., strong say‑on‑pay support 94.8% in 2024; clawback policy for executives; stock ownership guidelines) which supports investor confidence, though these primarily address executives rather than directors .
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Board effectiveness signals: Lead Independent Director structure with regular executive sessions; rigorous annual Board/committee/individual evaluations; formal retirement and refresh policy underpin ongoing effectiveness .