Carol Eicher
PINNACLE WEST CAPITALAbout Carol S. Eicher
Carol S. Eicher (age 66) is an independent director of Pinnacle West (PNW), appointed effective July 1, 2024. She serves on the Audit Committee and the Nuclear and Operating Committee. Eicher brings 30+ years in global manufacturing/operations and M&A, including CEO experience and extensive public company board service; she is currently an executive advisor at private equity firm Wind Point Partners and sits on the boards of Arq, Inc. and Tennant Company, with prior service at Arconic within the last five years . The Board has determined she is independent under NYSE rules; in 2024 all directors attended 100% of Board and committee meetings, and all attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wind Point Partners, Inc. | Executive Advisor | 2018–Present | Private equity investing/advisory experience |
| Innocor, Inc. | Chief Executive Officer | 2014–2017 | Led a large consumer/manufacturing company |
| Dow Chemical Company | Business President | 2009–2013 | Senior operating leadership in global chemicals |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Arq, Inc. | Director | Current | Public company board service |
| Tennant Company | Director | Current | Public company board service |
| Arconic, Inc. | Director | Within past 5 years | Prior public company board service |
Board Governance
- Committee assignments: Audit Committee member; Nuclear and Operating Committee member .
- Independence: The Board determined all directors other than the two employee directors are independent (includes Eicher) .
- Attendance/engagement: In 2024, the Board held seven meetings; all directors had 100% attendance at Board and applicable committee meetings; all attended the 2024 Annual Meeting .
- Onboarding/education: New directors (including Eicher) completed a multi-day orientation covering the business and industry; ongoing director education opportunities are provided .
- Director retirement/refresh: Board has an active refresh plan with set retirement policies; three directors, including Eicher, were added effective July 1, 2024 .
Fixed Compensation (Non-employee Director)
| Component | Amount/Detail | Period/Date | Notes |
|---|---|---|---|
| Annual Cash Retainer | $115,000 | 2024 | Standard retainer for non-management directors |
| Committee Chair Retainer | $20,000 | 2024 | For chairs of Audit, CG&PR, HR, Finance, Nuclear & Operating (Eicher is not a chair) |
| Lead Independent Director Retainer | $30,000 | 2024 | If applicable (not Eicher) |
| Fees Earned or Paid in Cash (Eicher) | $57,500 | 2024 | Pro-rated for service from July 1, 2024 |
| Deferred Compensation Plan | Available | Ongoing | Directors may defer fees; above-market interest (Eicher: $0 in 2024) |
- Program updates: Following a 2024 FW Cook review, the Board approved increases effective May 2025 to $125,000 cash retainer and $165,000 annual equity grant value .
Performance Compensation (Director Equity)
- Structure: Annual director equity is delivered as common stock or stock units (SUs) with value targeted approximately $150,000 in 2024; directors may elect to defer as SUs with dividend equivalents; director equity is service/time-based, not performance-conditioned .
- 2024 Grants (Eicher):
- Pro-rata SU grant of 1,749 shares on August 1, 2024; grant-date fair value $154,034 at $88.07; payout in stock on the second anniversary of retirement from the Board .
- Outstanding unvested as of 12/31/2024: 1,749 SUs (Eicher) .
| Metric | Details | Source |
|---|---|---|
| Director equity performance metrics | None disclosed for directors; time-based SUs or stock only (no TSR/EPS targets) |
- Director compensation mix (2024 actual for Eicher): $57,500 cash + $154,034 stock awards = $211,534 total .
Other Directorships & Interlocks
| Company | Relationship to PNW | Potential Interlock/Conflict Note |
|---|---|---|
| Arq, Inc. | Unrelated to PNW disclosed | No related-party transactions disclosed involving Eicher |
| Tennant Company | Unrelated to PNW disclosed | No related-party transactions disclosed involving Eicher |
| Arconic, Inc. (prior 5 yrs) | Unrelated to PNW disclosed | No related-party transactions disclosed involving Eicher |
- Director independence review considered ordinary-course transactions with certain companies tied to other directors (e.g., Insight, Wesco) and determined immateriality; Eicher is not cited in related-party examples .
Expertise & Qualifications
- Key attributes cited by PNW: Financial literacy and accounting; business strategy; complex operations; corporate governance; sustainability; CEO/senior leadership; public board experience; human capital; risk oversight and risk management .
- Nuclear/operations oversight exposure via Nuclear and Operating Committee membership .
Equity Ownership
| Item | Amount/Status | Date/Notes |
|---|---|---|
| Beneficial ownership (common) | 1,849 shares; <1% of class | As of March 14, 2025 (record date) |
| RSUs/SUs outstanding | 1,749 SUs | As of Dec 31, 2024 |
| Ownership policy (directors) | ≥5x annual cash retainer; 6-year compliance window; hedging/pledging prohibited; all directors in compliance | Policy and compliance status |
Insider Trades (Form 3/4) — Carol S. Eicher
| Transaction Date | Filing Date | Form | Type | Security | Qty | Post-Trans. Ownership | Price | Link |
|---|---|---|---|---|---|---|---|---|
| 2024-07-01 | 2024-07-02 | 3 | Initial statement | Common Stock | — | 100 | — | https://www.sec.gov/Archives/edgar/data/764622/000095017024080370/0000950170-24-080370-index.htm |
| 2024-08-01 | 2024-08-02 | 4 | A (award) | Stock Units | 1,749 | 1,749 | $0 | https://www.sec.gov/Archives/edgar/data/764622/000162828024034370/0001628280-24-034370-index.htm |
| 2025-05-21 | 2025-05-22 | 4 | A (award) | Stock Units | 1,783 | 1,783 | $0 | https://www.sec.gov/Archives/edgar/data/764622/000162828025027370/0001628280-25-027370-index.htm |
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with deep operating and public board experience; assigned to financially critical (Audit) and operational risk (Nuclear and Operating) committees .
- Strong engagement: 100% attendance in 2024 across Board/committees; comprehensive onboarding; ongoing education .
- Alignment mechanisms: Required 5x retainer stock ownership with anti-hedging/anti-pledging; equity awards via SUs; all directors compliant with ownership policy .
- No related-party transactions involving Eicher disclosed; Board independence reaffirmed .
- Watch items:
- Multiple board commitments (Arq, Tennant) require ongoing monitoring against PNW’s “other commitments” limits and Audit Committee workload; proxy caps outside boards and audit committees to prevent overload .
- As an executive advisor to a PE firm (Wind Point Partners), monitor any potential future transactions for related-party review, though none disclosed .
Net view: Eicher enhances Board oversight with audit literacy and complex operations experience, shows strong attendance/engagement, and maintains clean independence and alignment profiles—no governance red flags identified in PNW disclosures to date .
Appendix: Director Compensation Detail (2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Change in Pension Value & NQDC Earnings ($) | Total ($) |
|---|---|---|---|---|
| Carol S. Eicher | 57,500 | 154,034 | 0 | 211,534 |
- 2024 equity grants detail: 1,749 SUs at $88.07 on August 1, 2024; payout in stock on the second anniversary of retirement .
- 2025 program changes: cash retainer to $125,000; annual equity grant value to $165,000 (effective May 2025) .