Rick Fox

About Rick (Richard P.) Fox

Independent director at Pinnacle West (PNW) since 2014; age 77 as of February 19, 2025. Fox chairs the Human Resources Committee and serves on the Audit and Corporate Governance & Public Responsibility Committees. The Board extended the Director Retirement Policy age limit to allow Fox to remain one additional year (to age 78) to facilitate leadership transitions on the Audit and Human Resources Committees, citing his prior experience as an Audit Committee chair and current HR Committee chair as key to continuity . Background includes Managing Partner of Ernst & Young’s Seattle office, CFO of Wall Data, and President/COO of CyberSafe; he has served on eight public company boards across his career and within the past five years was a director of LiveRamp Holdings, Frontdoor, and Univar Solutions .

Past Roles

External Roles

Board Governance

• Independence: Labeled “Independent Director”; all Board committees are composed entirely of independent directors under NYSE/SEC/company standards .
• Committee assignments and 2024 meeting cadence:
  • Human Resources Committee (Chair); 5 meetings in 2024
  • Audit Committee (Member); 6 meetings in 2024
  • Corporate Governance & Public Responsibility Committee (Member); 5 meetings in 2024
• Attendance: In 2024, the Board met 7 times; all directors attended 100% of Board and applicable committee meetings; all attended the 2024 Annual Meeting .
• Engagement: Independent directors, including Fox, signaled ongoing shareholder outreach and engagement in the proxy letter .
• Succession/refreshment: Board extended Fox’s service for one year to aid committee leadership transitions; average independent director tenure reduced to 6.0 years (4.4 years post-May 2025) .

Fixed Compensation

Notes:

• Directors may defer Board fees; the “change in pension value and nonqualified deferred compensation earnings” reflects the above‑market interest under the Deferred Compensation Plan (DCP) .
• No option awards are listed for directors in the 2024 table .

Performance Compensation

• Performance metrics tied to director equity: None disclosed; director equity is time/deferred-based, not performance-based .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit expertise; finance/capital allocation; financial literacy/accounting; corporate governance; cybersecurity/data privacy; CEO/senior leadership; public board service; human capital management (as listed in nominee skills) .

Equity Ownership

Governance Assessment

• Strengths supporting investor confidence:

  • Independent director with deep audit and compensation oversight experience; chairs HR Committee and serves on Audit and CG&PR .
  • Perfect 2024 attendance; full Board and committee participation; strong engagement including shareholder outreach .
  • Robust alignment practices: annual equity grant, meaningful ownership guideline (5x retainer), anti-hedging/pledging policy; compliance affirmed .
  • HR Committee independence and absence of interlocks; strong say‑on‑pay approval (94.8% in 2024), indicating broad shareholder support for compensation oversight .

• Watch items / potential RED FLAGS:

  • Retirement policy exception: Board extended Fox’s age limit to 78 for one additional year to facilitate committee leadership transitions. While the Board justifies this as continuity during succession, some investors may view age-limit waivers as a refreshment risk and expect clear transition timelines (the proxy anticipates new Audit and HR chairs) .
  • Above‑market interest under the director DCP is modest but represents a non-cash benefit; transparency provided via footnotes mitigates concern .

• Net assessment: Fox brings material audit and compensation governance expertise, consistent attendance, and alignment via equity ownership and policy compliance. The one‑year retirement extension should be monitored for timely handoff of committee leadership as described in the proxy .