Glynis Bryan
PINNACLE WEST CAPITALAbout Glynis Bryan
Independent director of Pinnacle West Capital Corp. (PNW), age 66, serving since 2020; former long-tenured CFO with deep expertise in financial planning, capital markets, and risk management. Currently Executive Vice President and Advisor at Insight Enterprises (2025) after serving as Insight’s CFO from 2007–2024; designated an “audit committee financial expert” by the Board. Current committee assignments: Audit, Finance, and Nuclear & Operating; 100% Board and committee attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insight Enterprises, Inc. | Executive Vice President & Advisor | 2025–present | Advisor following 17-year CFO tenure |
| Insight Enterprises, Inc. | Chief Financial Officer | 2007–2024 | Led FP&A, treasury, capital markets, financial risk management |
| Pentair plc | Director | Within past five years | Served as Chair of Audit & Finance; previously on Compensation Committee |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Wesco International, Inc. | Director | Current | APS purchases electrical supplies/services from Wesco; amounts <0.23% of both companies’ revenues in 2024 (Board deemed immaterial) |
| Ameriprise Financial, Inc. | Director | Current | Not disclosed |
Board Governance
- Independence: Board determined Ms. Bryan is independent; 11 of 12 directors are independent in 2025 .
- Committees: Audit (member), Finance (member), Nuclear & Operating (member); Audit met 6x in 2024, Finance 4x, Nuclear & Operating 4x .
- Financial expert: Board designated Ms. Bryan as an “audit committee financial expert” under SEC rules .
- Attendance: All directors attended 100% of Board and committee meetings in 2024; all attended the 2024 Annual Meeting .
- Refreshment and tenure: Director since 2020; Board’s refreshment program decreased average independent director tenure to 6.0 years as of Feb 19, 2025 (and to 4.4 years post May 2025 retirements) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non-management director retainer |
| Committee chair retainers | $0 | Chairs receive $20,000; Ms. Bryan not disclosed as chair |
| Lead Independent Director retainer | $0 | LID retainer $30,000; LID is Paula J. Sims |
| Deferred Compensation (above-market interest) | $6,195 | DCP interest credited; directors may defer fees |
| Total cash-related (fees + DCP interest) | $121,195 | Sum of cash fee and above-market interest |
| 2025 program changes | — | Retainer increases to $125,000; annual equity grant to $165,000 effective May 2025 |
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Settlement Terms |
|---|---|---|---|---|
| Annual equity grant (SUs) | May 22, 2024 | 1,908 | $148,385 | Ms. Bryan elected SUs; payout in stock on the last business day of the month following her separation from the Board; dividend equivalents accrue |
Program structure: Annual equity grants targeted to approximately $150,000; directors may elect immediate stock or defer via SUs (paid out in shares), with dividend equivalents credited; policy cap for non-employee director compensation of $500,000/year under LTIP .
Other Directorships & Interlocks
| Counterparty | Relationship to PNW/APS | 2024 Amount/Materiality | Independence Determination |
|---|---|---|---|
| Insight Enterprises (Ms. Bryan executive officer through Dec 2024; Advisor in 2025) | APS vendor of IT services/hardware/software | APS paid <$1.5M; less than 0.16% of each company’s 2024 revenues | Corporate Governance Committee deemed not material to Ms. Bryan; Board retained independence |
| Wesco International (Ms. Bryan director) | APS purchases electrical supplies/services | Amounts <0.23% of PNW’s and Wesco’s 2024 revenues | Board deemed arm’s-length, reasonable/competitive; independence maintained |
Assessment: These are related-party exposures but quantitatively small, reviewed under formal policy, and deemed immaterial—mitigating conflict concerns. Monitor for trend increases or expanded scope that could alter materiality thresholds .
Expertise & Qualifications
- Former CFO with >15 years in FP&A, treasury, capital markets, risk management; public board experience at large multinationals .
- Key skills: Audit expertise, finance/capital allocation, financial literacy/accounting, business strategy, complex operations, customer perspectives, cybersecurity/data privacy, CEO/senior leadership, public board service .
- Audit committee financial expert designation by Board .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficially owned PNW common shares (as of Mar 14, 2025) | 9,320 |
| Outstanding RSU/SU awards (as of Dec 31, 2024) | 8,984 |
| Ownership policy | Required ≥5x annual cash retainer; compliance for all directors; no hedging/pledging/margin allowed |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2025-05-22 | 2025-05-21 | Award (A) | Stock Units | 1,783 | 1,783 | https://www.sec.gov/Archives/edgar/data/764622/000162828025027363/0001628280-25-027363-index.htm |
| 2024-05-23 | 2024-05-22 | Award (A) | Stock Units | 1,908 | 1,908 | https://www.sec.gov/Archives/edgar/data/764622/000095017024064262/0000950170-24-064262-index.htm |
Governance Assessment
- Board effectiveness and engagement: 100% attendance; active roles across Audit, Finance, and Nuclear & Operating committees; strong board refreshment dynamics reduce tenure concentration risk .
- Financial oversight: As an audit committee financial expert and former CFO, Bryan strengthens financial reporting oversight and internal control monitoring .
- Alignment: Meaningful ownership through common shares and deferred SUs; strict director ownership policy (≥5x retainer), with no hedging or pledging permitted; all directors compliant .
- Compensation structure: Balanced cash and equity; no meeting fees; deferral via SUs aligns with long-term shareholder outcomes; modest above-market DCP interest disclosed .
- Conflicts and related-party risk: Two interlocks (Insight and Wesco) reviewed under policy; immaterial vs revenue, arm’s-length; independence affirmed. Continue monitoring transaction magnitudes and scope for changes—especially given her advisory role at Insight and directorship at Wesco .
RED FLAGS (currently mitigated):
- Related-party transactions with Insight and Wesco exist; Board review and immateriality determinations mitigate independence concerns, but these warrant ongoing monitoring for scaling or scope changes .
- Deferred compensation above-market interest (DCP) is disclosed and modest; ensure ongoing transparency and plan governance to avoid misalignment optics .
Net Implication: Bryan’s financial acumen and audit expertise enhance board oversight, with high attendance and ownership alignment bolstering investor confidence. Interlocks are quantitatively small and policy-reviewed; vigilance is appropriate but no present material conflicts per Board determination .