James Trevathan
PINNACLE WEST CAPITALAbout James E. Trevathan, Jr.
Independent director of Pinnacle West Capital Corporation (PNW), age 71, serving since 2018, and current Chair of the Finance Committee; prior Executive Vice President and Chief Operating Officer at Waste Management, Inc. . He is designated independent under NYSE and company standards and has 100% Board and committee meeting attendance in 2024 . Core credentials include complex operations leadership, risk oversight and management, customer perspective, and sustainability experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Management, Inc. | Executive Vice President & COO | 2012–2018 | Led complex operations with focus on safety, environmental issues, disruptive tech, risk oversight, and community/regulatory affairs |
| Waste Management, Inc. | EVP, Growth, Innovation & Field Support | 2011–2012 | Business strategy, human capital, finance/accounting literacy |
| Waste Management, Inc. | SVP — Southern Group | 2007–2011 | Operational leadership across regional portfolio |
External Roles
- No current public-company directorships disclosed for Mr. Trevathan in the proxy .
Board Governance
- Committee assignments: Finance (Chair), Corporate Governance & Public Responsibility, Nuclear & Operating .
- Committee meeting cadence: Finance (4 meetings in 2024), Corporate Governance & Public Responsibility (5), Nuclear & Operating (4) .
- Independence: 11 of 12 directors independent; Trevathan is independent .
- Attendance: Board held 7 meetings in 2024; all directors attended 100% of Board and their committees .
- Lead Independent Director structure and executive sessions are in place to ensure independent oversight .
- As Finance Chair, scope includes capital allocation oversight, financing plans, capital structure, dividend policy, credit facilities, capital/operations budgets, and insurance programs—key to investor confidence amid APS’s multiyear capex ramp .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $115,000 | Standard for non-management directors (raised to $125,000 effective May 2025) |
| Committee chair retainer (cash) | $20,000 | Finance Committee Chair |
| Lead Independent Director retainer | $0 | Not applicable to Trevathan |
| Meeting fees | N/A | Not disclosed/applicable |
| Cash fees paid (2024) | $135,000 | Retainer + chair retainer |
| Deferred comp above-market interest (2024) | $15,404 | Director DCP interest |
Performance Compensation (Director)
| Element | Grant specifics | Vesting/Settlement | Performance Metrics |
|---|---|---|---|
| Annual equity grant (stock/SUs) | 1,908 shares at $77.77 grant-date fair value ($148,385) on May 22, 2024 for independent directors | If deferred, paid as stock units (SUs); Trevathan elected SU deferral with payout in stock on the second anniversary of his retirement from the Board | None; director equity awards are time-based, not performance-based |
| Outstanding RSU/SU awards (as of 12/31/2024) | 10,247 units | Dividend equivalents credited in cash and treated as reinvested per program terms | None |
Note: Director compensation limits per plan: annual cash plus grant-date equity value capped at $500,000 .
Other Directorships & Interlocks
| Company/Organization | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | N/A | N/A | No related-party transactions disclosed for Trevathan; CG&PR Committee reviews/approves related-party transactions; only Insight/Wesco relationships tied to another director (Bryan) noted and deemed immaterial |
Expertise & Qualifications
- Financial literacy and accounting; complex operations; corporate governance; customer perspectives; sustainability; CEO/senior leadership; human capital; government/public policy/regulatory; risk oversight and risk management .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of record date 3/14/2025) | 10,114 shares; represents less than 1% |
| Included in beneficial ownership | 9,237 vested RSUs/SUs and associated dividends payable in stock; 877 shares held jointly |
| Outstanding RSU/SU awards (unsettled) | 10,247 units (as of 12/31/2024) |
| Ownership policy | Directors must hold at least 5x annual cash retainer; compliance confirmed; no hedging or pledging allowed |
Governance Assessment
- Strengths:
- Finance Chair with direct oversight of capital allocation, financing, dividend policy, and budgets—aligned with investor priorities in a heavy capex cycle and rate-recovery environment .
- Independent director with 100% attendance in 2024—signals engagement and accountability .
- Meaningful equity alignment via SU deferral and compliance with 5x retainer ownership policy; anti-hedging/anti-pledging reduces misalignment risk .
- No related-party transactions or Section 16 compliance issues reported for Trevathan—lower conflict risk .
- Watch items:
- Board leadership continuity and refresh underway; oversight remains robust with Lead Independent Director structure and scheduled committee leadership transitions (not directly tied to Trevathan but governance context) .
- Say-on-pay support remains high (94.8% in 2024), indicating shareholder confidence in compensation governance; maintain alignment amid rising capex and regulatory lag dynamics .
Broader signals: PNW investor rights include 15% special meeting threshold, annual elections with cumulative voting, proxy access, and no poison pill—supportive of governance quality .