Ron Butler
PINNACLE WEST CAPITALAbout Ron Butler
Ronald Butler, Jr., age 55, is an independent director of Pinnacle West Capital Corporation, appointed July 1, 2024, with deep audit and financial expertise from a 32-year career at Ernst & Young, including service as Arizona Managing Partner (2008–2024) and Partner (2004–2008) . He is designated an “audit committee financial expert” by the board and is anticipated to succeed Bruce Nordstrom as Audit Committee Chair upon Nordstrom’s retirement, signaling strong audit leadership continuity . In 2024, all directors attended 100% of board and committee meetings, and Butler is affirmed independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Arizona Managing Partner | 2008–2024 | Led AZ practice; trusted advisor to Fortune 500 executives, corporate boards and audit committees, bringing extensive audit, financial, risk oversight experience |
| Ernst & Young LLP | Partner | 2004–2008 | Senior assurance leadership; strategic and risk management advisory across industries |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Greater Phoenix Economic Council | Audit Chair | Current | Nonprofit economic development; governance and financial oversight |
| Education Forward Arizona | Audit Chair | Current | Nonprofit; governance and financial oversight |
Board Governance
- Committee memberships: Audit Committee member; Finance Committee member .
- Anticipated leadership: Board expects Butler to assume Audit Committee Chair upon Nordstrom’s retirement in May 2025 .
- Attendance: Board held seven meetings in 2024; all directors attended 100% of board and committee meetings .
- Independence: Ten of eleven 2025 nominees are independent; Butler is independent per NYSE rules and Company standards .
- Executive sessions: Lead Independent Director presides over executive sessions regularly scheduled at each board meeting .
- APS board: All Pinnacle West directors also serve on the APS board for no additional compensation .
Fixed Compensation
| Component | 2024 Amount / Detail | Date / Terms |
|---|---|---|
| Cash fees | $57,500 (pro-rated for 2024 service starting July 1) | 2024 |
| Equity grant (Stock Units) | 1,749 SUs; grant-date fair value $154,034 (closing price $88.07 on Aug 1, 2024) | Granted Aug 1, 2024; paid in stock on second anniversary of retirement; dividend equivalents credited |
| Total 2024 compensation | $211,534 | 2024 |
| Standard director program | Annual retainer $115,000; committee chair fee $20,000; Lead Independent Director retainer $30,000; annual equity grant ≈$150,000 | Effective 2024 |
| Approved increases (effective May 2025) | Annual retainer to $125,000; annual equity grant to $165,000 | May 2025 |
Performance Compensation
Directors do not receive performance-based bonuses, PSUs, or options; compensation comprises cash retainers and time-based stock/stock units with dividend equivalents and deferral features .
| Item | Status | Source |
|---|---|---|
| Performance bonus | None disclosed for directors | |
| Stock options | None disclosed for directors | |
| Performance share awards (PSUs) | Not part of director program; directors receive stock/SUs |
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | — | — | None disclosed in proxy |
| Nonprofit boards | Greater Phoenix Economic Council | Audit Chair | None identified; normal-course community engagement |
| Nonprofit boards | Education Forward Arizona | Audit Chair | None identified |
| Related party transactions | — | — | Butler not identified in related party transactions review; committee found certain vendor relationships immaterial for other directors |
Expertise & Qualifications
- Audit committee financial expert; extensive audit, accounting, and financial literacy .
- Strategy and risk oversight; trusted advisor to Fortune 500 boards and audit committees .
- Cybersecurity/data privacy, sustainability, and Arizona market knowledge highlighted in skills matrix .
- Human capital management and senior leadership experience .
Equity Ownership
| Metric | Amount / Status | Notes |
|---|---|---|
| Total beneficial ownership | 3,162 shares (includes vested SUs/RSUs and joint trust holdings) | |
| Ownership % of class | <1% (asterisk in table denotes less than 1%) | |
| SUs outstanding (as of 12/31/2024) | 1,749 shares | |
| Shares held in joint trust | 1,413 shares | |
| Pledging/hedging | Prohibited for directors; anti-pledging and anti-hedging policies in place | |
| Ownership guidelines | ≥5x annual cash retainer; six-year compliance window; all directors in compliance |
Governance Assessment
- Board effectiveness: Butler strengthens audit oversight (financial expert designation) and is slated to chair Audit Committee, supporting continuity and rigor in financial and risk oversight amid significant capex and regulatory complexity .
- Independence and attendance: Clear positives—independence affirmed and 100% meeting attendance in 2024, bolstering investor confidence in engagement and oversight .
- Alignment: Equity grants are time-based with deferral and dividend-equivalent features; stock ownership policy (≥5x retainer) and anti-hedging/pledging improve alignment with shareholders; Butler’s compliance supports “skin-in-the-game” .
- Conflicts: No related-party transactions identified involving Butler; EY is not PNW’s auditor (Deloitte & Touche retained), reducing perceived audit-firm conflicts .
- RED FLAGS: None noted specific to Butler. Monitoring points include transition to Audit Committee chair (execution quality), and workload balance as audit chair across nonprofit roles—no public audit committee overload and policy restricts serving on >3 audit committees, which he does not exceed .
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | No delinquent filings identified for Butler in 2024; late filings were noted for Ms. Flanagan and Mr. Tetlow only |