Susan Flanagan
PINNACLE WEST CAPITALAbout Susan T. Flanagan
Independent director at Pinnacle West (PNW), age 62, appointed July 1, 2024; serves on Audit and Finance Committees . Background includes Operating Partner at Apollo Global Management (2024–present), former President & CEO of GE Energy Financial Services (2005–2023), and prior senior management at Ernst & Young (2003–2005) . She is classified as independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Energy Financial Services | President & CEO | 2005–2023 | Led equity/debt investing, capital markets, M&A across wind, solar, storage, thermal generation, grid technologies |
| Ernst & Young LLP | Senior Manager | 2003–2005 | Financial/accounting leadership supporting audit/transaction work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apollo Global Management | Operating Partner | 2024–present | Focus on asset management/retirement solutions |
Board Governance
- Independence: Independent director; 10 of 11 nominees independent; all committees composed entirely of independent directors .
- Committees and meetings:
- Audit Committee member; 6 meetings in 2024; chair was Bruce J. Nordstrom; designated financial experts: Nordstrom, Bryan, Butler .
- Finance Committee member; 4 meetings in 2024; chair was James E. Trevathan, Jr. .
- Attendance: Board held 7 meetings in 2024; all directors attended 100% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Tenure: Director since 2024; age 62 (as of Feb 19, 2025) .
- Board structure: Lead Independent Director Paula J. Sims; executive sessions at each Board meeting; LID duties include agendas, information flows, evaluations, and shareholder access .
Fixed Compensation
| Component | Amount | Effective Timing | Notes |
|---|---|---|---|
| Annual cash retainer (non-management directors) | $115,000 | In effect 2024 | Human Resources Committee recommends, Board approves |
| Committee chair retainer (each standing committee) | $20,000 | In effect 2024 | Audit, Governance, Human Resources, Finance, Nuclear & Operating |
| Lead Independent Director retainer | $30,000 | In effect 2024 | LID duties detailed in Governance Guidelines |
| Policy change (retainer) | $125,000 | Effective May 2025 | Approved Dec 2024 |
Individual 2024 Cash Earned (pro-rated for mid-year appointment):
| Director | Fees Earned/Paid in Cash ($) |
|---|---|
| Susan T. Flanagan | $57,500 |
Performance Compensation
Annual Equity Program (structure):
| Element | Value/Terms | Vesting/Payment | Notes |
|---|---|---|---|
| Annual equity grant | ~$150,000 grant-date value | Directors may elect stock on grant date or defer into stock units (SUs); SU payout in stock no later than 2nd anniversary of Board retirement | Dividend equivalents paid in cash and treated as reinvested |
| Policy change (equity grant) | ~$165,000 grant-date value | Effective May 2025 | Approved Dec 2024 |
Individual 2024 Equity Awards (Flanagan):
| Grant Date | Type | Shares/Units | Grant-Date Fair Value | Vesting/Payout |
|---|---|---|---|---|
| Aug 1, 2024 | Stock Units (SUs) | 1,749 | $154,034 (based on $88.07 per share) | Paid in stock on 2nd anniversary of retirement; cash dividend equivalents reinvested methodology per program |
Total 2024 Compensation (Flanagan):
| Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|
| $57,500 | $154,034 | $211,534 |
Notes:
- No performance metrics apply to director equity; awards are retainer-linked, with deferral/sU payout mechanics and dividend equivalents per program .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | PNW proxy lists Audit and Finance memberships at PNW; no other public company directorships disclosed for Flanagan . |
Interlocks/Independence considerations:
- Audit Committee financial experts are Nordstrom, Bryan, Butler; Flanagan meets NYSE financial literacy but is not designated the committee’s “financial expert” .
- Independence review notes immaterial transactions for other directors (e.g., Insight, Wesco); no related transactions disclosed for Flanagan .
Expertise & Qualifications
- Finance/Capital Allocation; Financial Literacy and Accounting; Business Strategy; Sustainability; CEO/Senior Leadership; Human Capital Management; Utility Industry Experience; Government/Public Policy/Regulatory; Risk Oversight & Risk Management .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | SU/RSU Components |
|---|---|---|---|
| Susan T. Flanagan | 2,517 | * (less than 1%) | Includes 1,749 vested RSUs/SUs payable in stock; dividend equivalents payable in stock counted in footnote aggregation |
Policy & alignment:
- Director Stock Ownership Policy requires holdings equal to at least 5x annual cash retainer; newly elected directors have 6 years; all directors are in compliance .
- Anti-hedging and anti-pledging policies apply to directors and officers .
Insider trades and Section 16(a) compliance:
| Date | Transaction | Shares | Filing Date | Notes |
|---|---|---|---|---|
| Aug 5, 2024 | Open market purchase | 500 | Oct 24, 2024 | Form 4 filed late; company cited third-party system issues impacting filings generally in 2024 |
Governance Assessment
- Committee roles match skillset: deep energy finance and capital markets background placed on Audit and Finance Committees; supports oversight of financial reporting, capital planning, and risk .
- Independence and engagement: independent status; 100% attendance; robust Board processes (LID leadership, evaluations, executive sessions) enhance board effectiveness .
- Compensation and alignment: equity-heavy director pay with deferral into stock units and strict ownership/anti-hedging/anti-pledging policies support alignment; policy increases in 2025 are modest and peer-informed .
- Conflicts/related-party: No Flanagan-specific related-party transactions disclosed; company has formal review/approval policy; independence review did not flag Apollo-related ties; monitor potential interactions given Apollo’s broad footprint but none disclosed at PNW .
- Investor signals: Strong say-on-pay support (94.8% in 2024; 5-year average >94%); sustained shareholder engagement by independent directors . Minor compliance lapse with a late Form 4 acknowledged and explained; not indicative of systemic governance failure .
RED FLAGS to monitor:
- Any future related-party dealings linked to external affiliations (e.g., Apollo portfolio entities) would fall under RPT policy; none disclosed to date .
- Timeliness of Section 16 filings; one late report noted for 2024 (purchase); track for recurrence .