Ted Geisler
PINNACLE WEST CAPITALAbout Ted Geisler
Ted Geisler is Chairman of the Board, President and CEO of Pinnacle West and APS, effective April 1, 2025; he joined APS in 2001 and previously served as APS President (May 2022–April 2025) and CFO (2020–2022) . He is 46 years old and has been a director since 2024; he is not independent due to his executive role . In 2024, during his tenure as APS President, Pinnacle West delivered diluted EPS of $5.24 and a 23.25% TSR, outperforming the EEI Index (19.10%), supported by constructive rate case outcomes and strong operational execution . APS experienced 5.7% sales growth and 2.1% customer growth, under record heat conditions, highlighting demand tailwinds that inform Geisler’s strategic focus on grid expansion and timely recovery of investments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pinnacle West / APS | Chairman, President & CEO | 2025–present | Combined chair/CEO provides executional alignment; Board retains a robust Lead Independent Director structure . |
| APS | President | 2022–2025 | Led APS through demand surge and rate case implementation, contributing to 2024 TSR outperformance . |
| Pinnacle West / APS | Senior Vice President, CFO | 2020–2022 | Oversaw finance during transition to performance share metrics (EPS, clean MW) and regulatory recalibration . |
| Pinnacle West / APS | CIO; GM Transmission & Distribution; Director of IR | Not disclosed | Built operational and corporate resource experience across functions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arizona Chamber of Commerce | Chairman of the Board | Current | Policy and economic development alignment with APS load growth . |
| Greater Phoenix Economic Council | Board Member | Current | Regional economic development ties supporting demand and siting . |
Fixed Compensation
| Year | Base Salary ($) | Perquisites/Other ($) | Notes |
|---|---|---|---|
| 2024 | 700,000 | 338,344 (incl. 401(k) $15,525; car allowance, executive physical, financial planning; DCP discretionary credits $300,000) | APS President role in 2024 . |
| 2023 | 670,000 | 32,505 | APS President . |
| 2022 | 622,260 | 31,217 | CFO through 2022 . |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual Performance | Payout Driver |
|---|---|---|---|---|
| APS Earnings | 50% | $570mm APS target | 200% of target (APS $641.9mm) | Earnings portion at max . |
| Corporate Resources (avg.) | 10% | Various enterprise shared metrics | 141% of target | Above target . |
| Customer Experience & Communications | 10% | J.D. Power top half of 2nd quartile | 148% of target | At/above targets . |
| Generation (non-nuclear) | 10% | Reliability/availability KPIs | 110% of target | Slightly above target . |
| Transmission & Distribution | 10% | SAIFI/SAIDI | 152% of target | Strong reliability . |
| Palo Verde (PVGS) | 10% | Capacity factor, safety | 173% of target | Safety and capacity at max . |
- Target bonus opportunity: 85% of base salary; actual payout: 146.4% of salary = $1,024,798 .
Long-Term Equity Awards (2024 Grants)
| Vehicle | Shares (#) | Weight | Grant Date Value ($) | Measurement Period | Vesting |
|---|---|---|---|---|---|
| Performance Shares | 16,716 | 70% | 1,650,108 | 3-year (2024–2026) | Payout in Mar 2027 per results . |
| RSUs | 7,164 | 30% | 495,032 | 4 years | 25% per year, time-based . |
Performance Shares metrics and rigor:
- Relative TSR: 40% weight; 100% payout at ≥55th percentile; 200% at ≥90th percentile .
- EPS Performance: 40% weight; 100% at 100% of EPS target; 200% at 110% .
- Clean MWs Installed: 20% weight; 100% at 90% of target; 200% at 105% .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership | 19,907 shares; <1% of class (asterisk indicates <1%) . |
| CEO stock ownership guideline | 5x base salary; APS President 2x; 5-year phase-in; all NEOs in compliance . |
| Anti-hedging/pledging | Hedging and pledging prohibited for directors and officers . |
| Outstanding unvested awards (12/31/24) | RSUs: 7,164 ($607,292); PS max assumed: 13,372 ($1,133,544) per SEC methodology . |
| Insider trading policy | Insider Trading Policy governs trading windows and compliance; NYSE-compliant . |
Vesting supply timeline:
- RSUs vest ratably over 4 years; PSUs measured over 2024–2026 with anticipated settlement around March 2027—potential event-driven selling pressure near vest/settlement dates, subject to blackout and personal plans .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | Company does not use formal executive employment agreements; uses offer letters; change-of-control agreements in place . |
| Change-of-control (CoC) | Double-trigger; 2.99x salary + 4-year average bonus; 2 years of medical/dental/life benefits and outplacement; “best net benefit” (no excise tax gross-up in updated agreements) . |
| Equity treatment under CoC | If Board does not override, PSUs/RSUs accelerate (target-level for PSUs unless higher ascertainable), or awards assumed/exchanged if adequately protected . |
| Example CoC payout (as of 12/31/24) | Total: $9,114,709 (PSUs $3,782,861; RSUs $1,515,686; Severance $3,760,275; benefits/outplacement $55,887) . |
| Clawback | NYSE 10D-1 compliant clawback for 3 years on excess incentive comp after restatement . |
| Non-compete/solicit & confidentiality | Equity award agreements include confidentiality and 1-year post-termination non-compete and non-solicit . |
| Deferred Compensation | DCP discretionary credits awarded 2019–2024; Geisler’s credits vested Dec 31, 2024; paid post-separation per plan . |
Board Governance
- Dual-role implications: Board combined chair/CEO with explicit rationale; robust Lead Independent Director responsibilities (agenda control, executive sessions, shareholder access, evaluation oversight) .
- Independence: 11 of 12 directors are independent; Geisler not independent due to employment .
- Committees: All committees comprised entirely of independent directors; Geisler is not listed as a committee member .
- Attendance: Board held seven meetings in 2024; 100% attendance across board and committees .
- Board refresh: Significant refresh and retirement policy; average independent director tenure declines to 4.4 years post-May 2025 .
Director Compensation
- As an executive officer/NEO, Geisler receives no director fees or stock units for board service; director compensation applies only to non-management directors .
Compensation & Incentives Summary (Multi-Year)
| Year | Salary ($) | Stock Awards ($) | Annual Incentive ($) | Pension/Deferred ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 700,000 | 1,696,843 | 1,024,798 | 105,508 | 338,344 | 3,865,493 |
| 2023 | 670,000 | 1,467,032 | 815,287 | 270,264 | 32,505 | 3,255,088 |
| 2022 | 622,260 | 1,376,974 | 831,872 | 128,704 | 31,217 | 2,991,027 |
Compensation Peer Group & Benchmarking
- Peer group comprises regulated utilities (e.g., AEE, DTE, EIX, SO, WEC, XEL, etc.); revenue size adjusted for APS’s operational responsibility for co-owned assets .
- Competitive positioning for Geisler: Target total direct compensation around 25th–50th percentile versus blended data sets .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 94.8%; five-year average support >94% .
- Shareholder outreach: Contacted holders of ~79% of outstanding shares in 2024; Board responsive to feedback on rights and compensation .
Performance & Track Record
- Regulatory outcomes: ACC granted $253.4mm net revenue increase effective March 2024 with 9.55% allowed ROE and 0.25% fair value increment .
- Operations: Top quartile reliability under extreme heat; Palo Verde capacity factor 93.7% for 2024; record demand 8,210 MW on Aug 4, 2024 .
- Strategic plan: $9.65B capital investments through 2027 focused on grid and generation expansion; clean energy commitments with significant renewable and storage additions planned .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors/officers, reducing alignment risk .
- Tax gross-ups: Eliminated from new/materially amended CoC agreements; “best net benefit” provision in place .
- Clawbacks: Policy adopted in 2023 under NYSE rules .
- Dual role: Combined chair/CEO could raise independence concerns; mitigated by empowered Lead Independent Director and executive sessions .
- Equity vesting overhang: RSUs annual tranches and PSUs settlement in 2027 may create episodic supply; subject to trading windows .
Employment Terms (Detailed Elements)
| Element | Terms |
|---|---|
| Severance multiples | 2.99x salary + 4-year average bonus under CoC double-trigger . |
| Equity acceleration | RSUs/PSUs accelerate if Board does not override and awards not assumed/exchanged; PSUs at target unless higher ascertainable pre-close . |
| Benefits | Up to 2 years of medical/dental/life; outplacement; trust funding for DCP/Supplemental Plan at CoC . |
| Non-compete/solicit | 1-year post-termination in equity agreements; confidentiality survives termination . |
Investment Implications
- Pay-for-performance alignment appears robust: 2024 cash incentive paid at 146.4% of salary driven by earnings max and strong operational metrics; LTIs are predominantly performance-based (70%) tied to TSR, EPS, and clean MWs, aligning with shareholder value and decarbonization targets .
- Retention and continuity: Significant unvested equity and vested DCP credits (payable post-separation) provide retention hooks; CoC double-trigger economics are competitive yet shareholder-friendly with eliminated excise tax gross-ups and “best net benefit” provisions .
- Governance risk mitigation: Combined chair/CEO structure offset by an empowered Lead Independent Director, fully independent committees, and high board refresh/attendance; say-on-pay support remains strong, reducing governance overhang .
- Trading signals: Anticipate RSU tranche vesting cadence and potential PSU settlement in 2027 as episodic supply points; however, blackout windows and ownership guidelines (5x salary) constrain opportunistic selling and promote alignment .