Shirley Baum
PINNACLE WEST CAPITALAbout Shirley Baum
Shirley A. Baum is Senior Vice President and General Counsel of Pinnacle West (PNW) and Arizona Public Service (APS), promoted effective February 19, 2025, as part of the legal leadership transition ahead of Robert E. Smith’s planned retirement . She signs SEC filings and authored legal opinions supporting the company’s debt offerings, reflecting a central role in financing execution and governance . During the most recent year disclosed, Pinnacle West delivered $5.24 in diluted EPS and a 2024 total shareholder return (TSR) of 23.25%, outperforming the Edison Electric Institute (EEI) Index’s 19.10%, amid strong demand and constructive regulatory outcomes .
Past Roles
| Organization | Role | Years (as cited) | Strategic Impact |
|---|---|---|---|
| Pinnacle West & APS | Senior Vice President & General Counsel | Effective Feb 19, 2025 | Oversees legal function; signs SEC filings and legal opinions tied to capital markets transactions |
| Pinnacle West | Vice President, Law | Listed in 2023 Annual Report | Legal leadership for corporate governance and regulatory disclosures |
| APS / Pinnacle West | Associate Secretary | 2017, 2022, 2023 filings | Attested to supplemental indentures and note issuances; supports execution of financing documents |
External Roles
- No public disclosures found specific to Baum’s external directorships or committee roles in the reviewed filings. (No item disclosed)
Fixed Compensation
| Element | Company Practice | Baum-Specific Disclosure |
|---|---|---|
| Base Salary | Benchmarked to a peer group and market survey data; based on experience, performance, and responsibilities | Not disclosed in proxy/8-K for Baum (no item disclosed) |
| Benefits | Pension/deferred compensation, change-of-control agreements, and limited perquisites to attract/retain talent | Not disclosed in proxy/8-K for Baum (no item disclosed) |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Determination | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Earnings | 50% (CEO and other NEOs; program design applies enterprise-wide) | Not disclosed | Not disclosed | Based on achievement of financial (Earnings) goals | Annual cash |
| Annual Cash Incentive | Business Unit Goals (safety, customer experience, operational quality/efficiency) | 50% | Not disclosed | Not disclosed | Based on pre-established operational goals | Annual cash |
| Long-Term PSUs (3 yrs) | Relative TSR | 40% | Not disclosed | Not disclosed | Relative performance vs peers drives PSU payout | 3-year performance period |
| Long-Term PSUs (3 yrs) | EPS Performance | 40% | Not disclosed | Not disclosed | Financial performance alignment via EPS | 3-year performance period |
| Long-Term PSUs (3 yrs) | Clean Megawatts Installed | 20% | Not disclosed | Not disclosed | Clean energy buildout metric supports strategic plan | 3-year performance period |
| RSUs | Stock Price/Retention | 30% of LTI; vests ratably | Not applicable | Not applicable | Encourages retention; value tied to share price | Ratable over 4 years |
Equity Ownership & Alignment
| Policy/Practice | Details | Baum-Specific Status |
|---|---|---|
| Officer Stock Ownership Guideline | SVPs must hold 2x base salary in stock; 5 years to comply, with possible 3-year extension for promotions or >20% salary increases; counts common stock, vested RSUs/PSU payouts, and unvested RSUs that settle in stock | Not disclosed |
| Sale Restrictions pre-compliance | Officers may not sell/transfer shares received via company programs (net of tax/exercise) until guideline met | Not disclosed |
| Anti-Hedging & Anti-Pledging | Directors and officers prohibited from hedging or pledging company stock | No pledging (policy prohibits) |
| Clawback Policy | NYSE-compliant recovery of excess incentive comp after material restatement; applies to current/former executive officers | Applies to executive officers |
Employment Terms
| Term | Company Standard | Notes |
|---|---|---|
| Change-of-Control Agreement | Identical agreements for executive officers (includes NEOs); double-trigger (CoC plus qualifying termination within 2 years) | Applies broadly to execs; specific agreement terms for Baum not individually disclosed |
| CoC Cash Severance | 2.99x (base salary at CoC + average annual bonus over prior four years) | Company template; excise tax implications per IRC 280G/4999 |
| Benefits Continuation | Medical, dental, group life insurance at shared cost until end of 2nd year following calendar year of termination; outplacement provided | Company template |
| Excise Tax Treatment | In certain agreements, excise tax gross-up may apply; since 2021, “best net benefit” provision adopted for all NEOs except one legacy agreement | Company disclosure; Baum-specific excise treatment not disclosed |
| Equity Treatment at CoC | Board may override acceleration if awards are assumed/protected; otherwise RSUs/PSUs convert and vest (generally target level), subject to Board determination | Company template |
Investment Implications
- Alignment: Baum’s incentives tie to enterprise performance (Earnings, Relative TSR, EPS), and the Clean MW metric links compensation to strategic decarbonization and capacity expansion, reinforcing shareholder value creation while advancing APS’s Clean Energy Commitment . Anti-hedging/pledging and officer ownership guidelines further align interests and limit forced selling risk .
- Retention & Transition: The double-trigger CoC agreements and benefits continuity reduce retention risk during strategic/market changes; her promotion into the GC role and active participation in financing (legal opinions for debt issuance) signal continuity in capital markets execution and governance .
- Performance Backdrop: Company-level execution delivered $5.24 diluted EPS in 2024, TSR outperformance vs EEI, strong demand growth (5.7% kWh sales; 2.1% customer growth), and peak demand records—supporting the at-risk pay philosophy and PSU metrics tied to TSR/EPS and clean build .
Data constraints: Specific base salary, target bonus %, actual payouts, and Baum’s personal ownership breakdown were not disclosed in the reviewed filings; conclusions focus on company-wide policies and program structures that apply to executive officers .