Paula Sims
PINNACLE WEST CAPITALAbout Paula J. Sims
Paula J. Sims, age 63, has served on Pinnacle West’s Board since 2016 and is the Board’s Lead Independent Director. She chairs the Corporate Governance and Public Responsibility Committee and serves on the Finance and Human Resources Committees. Her background spans 13+ years in the utility industry (Progress Energy/Duke-Progress merger) and 12 years in GE Aviation, with expertise in electric utility operations, nuclear strategy, cybersecurity/IT, risk oversight, and regulated environments; she is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of North Carolina Kenan-Flagler Business School | Professor of Practice and Executive Coach; later Retired Professor of Practice | 2012–2022; Retired since 2022 | Executive coaching, academic leadership |
| Duke/Progress Merger | Chief Integration Officer | 2011–2012 | Led merger integration for Duke/Progress |
| Progress Energy, Inc. | SVP Corporate Development & Improvement | 2010–2012 | Strategy, process efficiency, IT/cybersecurity |
| Progress Energy, Inc. | SVP Power Operations | 2007–2010 | Operations leadership, new generation, supply chain |
| GE Aviation | Leadership positions | Prior 12 years | Aviation operations/management experience |
External Roles
- No current public company directorships disclosed for Ms. Sims in the 2025 proxy biography .
Board Governance
- Lead Independent Director responsibilities include: liaison to Chair; approving Board schedules/agendas/materials; presiding over executive sessions; overseeing Board/committee evaluations; shareholder consultation; authority to retain advisors; and other duties as delegated; she maintains active engagement with CEO/management and directors between meetings and leads director recruitment and annual one-on-one calls with each non-employee director .
- Committee assignments: Corporate Governance & Public Responsibility (Chair), Finance, Human Resources .
- Committee activity: Corporate Governance & Public Responsibility met 5 times in 2024; Human Resources met 5 times; Nuclear & Operating met 4 times; Audit met 6 times (Sims is not a member of Audit/Nuclear) .
- Independence: Board determined all directors except Messrs. Guldner and Geisler are independent; transactions with directors’ affiliated entities and regulated-rate electricity purchases were deemed immaterial/non-impactful to independence .
- Attendance: In 2024, the Board held seven meetings; all directors attended 100% of Board meetings and committee meetings on which they served; all attended the 2024 annual meeting .
- Board refresh policy: 12-year term limit or age 75, with possible extensions (up to 15 years tenure or age 78) to maintain average tenure under 10 years; Sims joined the Board in 2016 under this policy .
Fixed Compensation (Director, 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $165,000 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | $0 |
| All Other Compensation | $0 |
| Total | $313,385 |
- Mix: Based on 2024 reported amounts, cash ≈ 52.6% and equity ≈ 47.4% of total ($165,000 cash; $148,385 equity), supporting ownership alignment through equity grants .
Performance Compensation (Director Equity and Terms)
| Grant Date | Instrument | Shares Granted (#) | Grant-Date Fair Value ($/share) | Total Fair Value ($) | Vesting/Settlement Terms |
|---|---|---|---|---|---|
| May 22, 2024 | Stock Units (SUs) | 1,908 | $77.77 | $148,385 | 100% settled in stock on the second anniversary of retirement from the Board |
| Outstanding RSU/SU Awards (as of Dec 31, 2024) | Count (#) |
|---|---|
| Sims | 6,633 |
- Compensation committee independence: HR Committee members (including Sims) had no relationships/transactions requiring disclosure; no compensation committee interlocks with other companies’ boards .
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| — | — | No other public company boards disclosed for Sims in PNW proxy |
| HR Committee (PNW) | Member | No interlocks or insider participation; members are non-employee and independent |
Expertise & Qualifications
- Skills/experience: Financial literacy/accounting; corporate governance; deep knowledge of utility operating environment; cybersecurity/data privacy; CEO/senior leadership; nuclear; utility industry; government/public policy/regulatory; risk oversight/management .
- Board leadership: As Lead Independent Director, guides Board focus, facilitates diverse viewpoints, maintains independence from management, and leads director recruitment and evaluations .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (as of Mar 14, 2025) | 14,949 |
| Percent of Class | <1% (*) |
| Included vested RSUs/SUs payable in stock and associated dividends | 7,365 |
| Outstanding RSU/SU Awards (as of Dec 31, 2024) | 6,633 |
| Director Ownership Policy | Minimum 5× annual cash retainer; compliance required within 6 years |
| Compliance Status | All directors are in compliance |
| Hedging/Pledging | Prohibited: no speculative trading/hedging/derivatives/pledging/margin of Company stock |
Governance Assessment
- Strengths for investor confidence: Independent LID with explicit governance authorities; chair of governance committee overseeing ESG/climate, succession, board refresh, independence reviews, and related-party approvals; 100% attendance; robust stock ownership and anti-hedging/pledging policy; no related-party/committee interlock concerns disclosed .
- Pay and alignment: Balanced cash/equity director compensation; annual SU grants with stock-settlement post-retirement enhance long-term alignment; outstanding equity holdings indicate meaningful “skin in the game” .
- Potential risks/considerations: Board retirement policy sets future tenure limits; continued service across multiple committees may concentrate workload, but attendance and independence signals are positive; no specific conflicts or red flags tied to Sims disclosed in the proxy .
RED FLAGS: None disclosed for Sims regarding related-party transactions, hedging/pledging, committee interlocks, or attendance shortfalls .