Kristine Svinicki
PINNACLE WEST CAPITALAbout Kristine L. Svinicki
Independent director at Pinnacle West (PNW), age 58 as of Feb 19, 2025; director since 2023. Former Chair of the U.S. Nuclear Regulatory Commission (NRC), with deep nuclear regulation, safety, and cybersecurity oversight expertise; certified in cybersecurity oversight from Carnegie Mellon SEI. Current committee memberships: Audit, Finance, and Nuclear & Operating. Other current public/industry directorships include Southern Company and TerraPower.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Nuclear Regulatory Commission | Chairman (2017–2021); Commissioner (2008–2017) | 2008–2021 | Led U.S. nuclear safety, regulation, cybersecurity and operations oversight |
| U.S. Senate | Professional Staff Member | 2001–2008 | Policy, oversight support |
| U.S. Department of Energy | Project Manager and Nuclear Engineer | 1990–2001 | Nuclear engineering and project management |
| University of Michigan | Adjunct Professor, Nuclear Engineering & Radiological Sciences | 2021–Present | Academic engagement in nuclear sciences |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company | Director | Current | Utility industry governance; regulatory insight |
| TerraPower | Director | Current | Nuclear technology governance; cybersecurity/safety perspective |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director |
| Committee memberships | Audit; Finance; Nuclear & Operating |
| Board meeting attendance (2024) | 100% for all directors and their committees; Board held 7 meetings in 2024 |
| Years of service on this board | Director since 2023 |
| Lead Independent Director | Paula J. Sims (not Svinicki) |
Fixed Compensation
| Component | 2024 | Post-May 2025 change |
|---|---|---|
| Annual cash retainer | $115,000 | $125,000 (effective May 2025) |
| Committee chair retainers | $20,000 (per chair; not applicable to Svinicki in 2024) | Unchanged disclosed |
| Lead Independent Director retainer | $30,000 (not applicable to Svinicki) | Unchanged disclosed |
| Annual equity grant (target value) | ~$150,000 on grant date | ~$165,000 (effective May 2025) |
| Svinicki – 2024 cash fees (actual) | $115,000 | — |
Performance Compensation
Directors receive annual equity grants (stock units) with deferred delivery elections; no performance-conditioned director equity (no PSUs disclosed). Dividend equivalents credited to SUs and paid in cash, treated as reinvested. Delivery typically upon separation or within two years of retirement, per director election.
| Grant Date | Security | Shares | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Delivery Terms |
|---|---|---|---|---|---|
| May 22, 2024 | Stock Units (SU) | 1,908 | $77.77 | $148,385 | Deferred; paid out in stock per elected schedule |
| May 21, 2025 | Stock Units (SU) | 1,783 | N/A (award price $0) | N/A | Deferred; typical director election policy applies |
Other Directorships & Interlocks
| Company | Relationship to PNW | Potential Interlock Considerations |
|---|---|---|
| Southern Company | Unaffiliated utility | Shared utility industry governance; no related-party transactions disclosed with PNW |
| TerraPower | Nuclear technology | Nuclear ecosystem network; no related-party transactions disclosed with PNW |
Expertise & Qualifications
- Nuclear operations, regulation, and safety leadership (former NRC Chair/Commissioner) .
- Financial literacy and capital allocation; utility industry experience; public policy/regulatory acumen .
- Cybersecurity oversight certification (Carnegie Mellon SEI) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) as of Mar 14, 2025 | 4,759 shares; percent of class marked “*” (<1%) |
| Outstanding SUs/RSUs as of Dec 31, 2024 | 1,908 units |
| 2025 SU award (Filed May 22, 2025) | 1,783 units; post-transaction holdings recorded as 1,783 SUs |
| Stock ownership guidelines | 5x annual cash retainer; six-year compliance window; all directors in compliance |
| Hedging/Pledging | Anti-hedging for directors; anti-pledging for directors/officers |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-22 | 2025-05-21 | A (Award) | Stock Units | 1,783 | $0 | 1,783 | |
| 2024-05-23 | 2024-05-22 | A (Award) | Stock Units | 1,908 | $0 | 1,908 |
Governance Assessment
- Board effectiveness and engagement: 100% attendance in 2024; active oversight via Nuclear & Operating, Audit, and Finance committees — aligned with her nuclear and regulatory expertise, strengthening oversight of PVGS operations, risk (cyber, wildfire), and capital planning.
- Independence and conflicts: Board determined independence with review of potential relationships; related-party transaction disclosure cites others (e.g., Insight/Wesco) and none for Svinicki; rates to directors’ companies are regulated by ACC; no pledging/hedging permitted.
- Compensation alignment: Balanced mix of fixed cash retainer and equity (deferred stock units), which fosters alignment without short-term meeting fees; 2025 increases in retainer and equity indicate modest market benchmarking rather than pay inflation.
- Shareholder confidence backdrop: Strong say-on-pay support (94.8% in 2024) and robust governance practices (proxy access, special meeting rights, no poison pill).
RED FLAGS
- None disclosed specific to Svinicki (no related-party transactions, 100% attendance, independence affirmed). Monitor potential perceptions from TerraPower directorship in context of PVGS oversight (no transactions disclosed).
Watch items
- Continued scrutiny of Nuclear & Operating Committee risk oversight amid regional load growth and resource adequacy pressures (her expertise is a positive mitigant).