Gonzalo de la Melena
PINNACLE WEST CAPITALAbout Gonzalo A. de la Melena, Jr.
Independent director at Pinnacle West (PNW), age 56, serving since 2022. Founder and CEO of Emerging Airport Ventures (since 2012) and former CEO of the Arizona Hispanic Chamber of Commerce (2010–2020), he brings finance/capital allocation, economic development, and customer perspective with committee service on Finance, Human Resources, and Nuclear & Operating. He is also a director of Gainey Business Bank and Education Forward Arizona.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Emerging Airport Ventures, LLC | Founder & CEO | 2012–Present | Airport concessions; finance, investment, regulatory, and CEO experience |
| Arizona Hispanic Chamber of Commerce | Chief Executive Officer | 2010–2020 | Economic development leadership; Arizona growth perspective |
External Roles
| Organization | Role | Tenure/Status | Type |
|---|---|---|---|
| Gainey Business Bank | Director | Current | Financial institution (not identified as a public company in proxy) |
| Education Forward Arizona | Director | Current | Non-profit/education (not identified as a public company in proxy) |
Board Governance
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Finance | Member | James E. Trevathan, Jr. | 4 |
| Human Resources | Member | Richard P. Fox | 5 |
| Nuclear and Operating | Member | William H. Spence | 4 |
- Independence: Classified as an Independent Director.
- Attendance: In 2024 the Board held 7 meetings; all directors attended 100% of Board and relevant committee meetings.
- Investor engagement: Independent directors (including de la Melena) state they engage with investors and incorporate feedback.
- Interlocks: Human Resources Committee disclosed no interlocks or insider participation; no member (including de la Melena) was an officer/employee or had relationships requiring disclosure.
Fixed Compensation
| Component | 2024 Program | 2025 Program (effective May) |
|---|---|---|
| Annual Retainer | $115,000 | $125,000 |
| Committee Chair Retainer (per committee) | $20,000 | $20,000 |
| Lead Independent Director Retainer | $30,000 | $30,000 |
| Annual Equity Grant (grant-date value) | ~ $150,000 | ~ $165,000 |
| Year | Fees Earned ($) | Stock Awards ($) | Change in DCP Interest ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 113,339 | 149,816 | 763 | 263,918 |
| 2024 | 115,000 | 148,385 | 3,591 | 266,976 |
Notes: Directors also may defer Board fees under a Deferred Compensation Plan (DCP); the “Change in DCP Interest” reflects above‑market interest credited.
Performance Compensation
| Year | Grant Date | Instrument | Shares Granted (#) | Grant-Date Price ($) | Vesting/Settlement Terms |
|---|---|---|---|---|---|
| 2023 | May 17, 2023 | Stock Units (SUs) | 1,908 | 78.52 | Paid 100% in stock; for de la Melena, settlement on the second anniversary of retirement from the Board. |
| 2024 | May 22, 2024 | Stock Units (SUs) | 1,908 | 77.77 | Paid 100% in stock; for de la Melena, settlement on the second anniversary of retirement from the Board. |
| As of Date | Outstanding RSU/SU (#) |
|---|---|
| December 31, 2024 | 3,816 |
- No performance metrics apply to director equity; grants are time/deferred-settlement stock units, not performance share awards.
Other Directorships & Interlocks
| Company/Organization | Public? | Role | Committee/Interlock Notes |
|---|---|---|---|
| Gainey Business Bank | Not disclosed as public in proxy | Director | No committee interlocks disclosed; HRC reported none requiring disclosure. |
| Education Forward Arizona | Not applicable | Director | No committee interlocks disclosed; HRC reported none requiring disclosure. |
Expertise & Qualifications
- Finance/Capital Allocation; Financial Literacy & Accounting; Business Strategy; Customer Perspectives; Extensive knowledge of PNW’s operating environment; Sustainability; CEO/Senior Leadership; Human Capital Management; Risk Oversight & Risk Management.
Equity Ownership
| As of Date | Shares Beneficially Owned (#) | Percent of Class |
|---|---|---|
| March 14, 2025 (record date) | 6,594 | * |
- Director Stock Ownership Policy requires directors to hold at least 5x the annual cash retainer (counting common stock, RSUs, and SUs) within six years; all directors are in compliance.
- Prohibitions: Directors may not hedge or pledge company stock; no speculative trading, derivatives, or pledging/margin are allowed.
Governance Assessment
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Strengths: Fully independent; sits on three oversight-heavy committees (Finance, Human Resources, Nuclear & Operating), providing broad exposure to capital allocation, executive pay, and safety/operations; Board and committee attendance was 100% in 2024, supporting engagement; equity compensation is in stock units with deferred settlement, reinforcing long-term alignment; anti‑hedging/pledging and ownership guidelines further align interests.
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Conflicts/Interlocks: HRC disclosed no interlocks or insider participation; no related‑party transactions involving him are disclosed in the proxy; independence affirmed.
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Compensation signals: 2024 compensation comprised cash fees and equity SUs (~$150k grant framework) consistent with peer‑calibrated program; 2025 program modestly increases retainer/equity values, a sector‑typical refresh rather than a red flag.
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Engagement: Independent directors (including de la Melena) highlight ongoing investor outreach, which supports board responsiveness and oversight credibility.
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RED FLAGS: None identified in the proxy regarding attendance, interlocks, hedging/pledging, or related‑party transactions.