Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Pay vs Performance [Table Text Block] |
|
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 60 of this Proxy Statement.
Year
|
Summary
Compensation
Table Total for
PEO
($)(1)
|
Compensation
Actually Paid
to PEO
($)(2)
|
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)(3)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)(4)
|
|
Value
of Initial Fixed $100
Investment Based on:
|
Net Income
(millions)(7)
|
APS
Adjusted
Earnings
(millions)(8)
|
Total
Shareholder
Return ($)(5)
|
Peer
Group
Total
Shareholder
Return ($)(6)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
(f)
|
(g)
|
(h)
|
(i)
|
2022
|
8,358,317
|
9,453,300
|
2,542,827
|
2,749,796
|
|
96
|
117
|
484
|
525
|
2021
|
8,100,157
|
5,532,436
|
2,842,352
|
2,219,429
|
|
85
|
116
|
619
|
632
|
2020
|
6,849,455
|
5,416,048
|
2,619,339
|
1,926,894
|
|
92
|
99
|
551
|
588
|
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Guldner (our CEO also known as the Principal Executive Officer “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table.
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Guldner, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Guldner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Guldner’s total compensation for each year to determine the compensation actually paid:
|
|
Year
|
Reported
Summary
Compensation
Table Total for PEO
($)
|
Reported
Value of
Equity Awards
($)(a)
|
Equity
Award
Adjustments
($)(b)
|
Reported Change
in the Actuarial
Present Value of
Pension Benefits
($)(c)
|
Pension Benefit
Adjustments
($)(d)
|
Compensation
Actually Paid to
PEO
($)
|
|
2022
|
8,358,317
|
(4,577,787)
|
6,135,632
|
(890,667)
|
427,805
|
9,453,300
|
|
2021
|
8,100,157
|
(4,079,762)
|
2,111,502
|
(1,021,838)
|
422,377
|
5,532,436
|
|
2020
|
6,849,455
|
(3,316,740)
|
2,281,910
|
(782,970)
|
384,393
|
5,416,048
|
|
|
(a)
The grant date fair value of equity awards represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
|
|
|
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:
|
|
|
Year
|
Year End Fair
Value of
Equity Awards
Granted
During the
Covered Fiscal
Year that are
Outstanding
and Unvested
as of the end
of the Covered
Fiscal Year
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
|
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Same Covered
Fiscal Year
|
Change in Fair
Value as of the
Vesting Date
of Equity
Awards
Granted in
Prior Years
that Vested in
the Covered
Fiscal Year
|
Fair Value at
the End of the
Prior Fiscal
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Covered
Fiscal Year
|
Value of Dividends
or other Earnings
Paid on Stock
Awards in the
Covered Fiscal Year
not Otherwise
Reflected in Fair
Value or Total
Compensation
|
Total Equity
Award
Adjustments
|
|
2022
|
5,292,090
|
102,694
|
0
|
303,819
|
0
|
437,029
|
6,135,632
|
|
2021
|
2,680,491
|
(646,196)
|
0
|
(184,196)
|
0
|
261,403
|
2,111,502
|
|
2020
|
2,138,995
|
(93,395)
|
0
|
80,020
|
0
|
156,290
|
2,281,910
|
|
|
(c)
The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.
(d)
The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Guldner during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. generally accepted accounting principles. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
|
|
|
Year
|
Service Cost
|
Prior Service Cost
|
Total Pension
Benefit Adjustments
|
|
2022
|
427,805
|
0
|
427,805
|
|
2021
|
422,377
|
0
|
422,377
|
|
2020
|
384,393
|
0
|
384,393
|
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEO’s as a group (excluding Mr. Guldner, who has served as our CEO since 2019) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Guldner) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Theodore N. Geisler, Andrew D. Cooper, Adam C. Heflin, Maria L. Lacal, Robert E. Smith and Jacob Tetlow; (ii) for 2021, Theodore N. Geisler, James R. Hatfield, Maria L. Lacal and Robert E. Smith; and (iii) for 2020, James R. Hatfield, Theodore N. Geisler, Daniel T. Froetscher, Maria L. Lacal and Robert E. Smith.
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Guldner), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Guldner) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Guldner) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
|
|
|
Year
|
Average Reported
Summary
Compensation Table
Total for Non-PEO
NEOs
|
Average
Reported Value
of Equity Awards
|
Average Equity
Award
Adjustments(a)
|
Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
|
Average Pension
Benefit
Adjustments(b)
|
Average
Compensation
Actually Paid to
Non-PEO NEOs
|
|
2022
|
2,542,827
|
(1,239,053)
|
1,333,714
|
(6,888)
|
119,197
|
2,749,796
|
|
2021
|
2,842,352
|
(977,983)
|
522,865
|
(360,916)
|
193,111
|
2,219,429
|
|
2020
|
2,619,339
|
(878,815)
|
625,410
|
(571,556)
|
132,516
|
1,926,894
|
|
|
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
|
|
Year
|
Average Year End
Fair Value of
Equity Awards
Granted During
the Covered Fiscal
Year that are
Outstanding and
Unvested as of the
end of the
Covered Fiscal
Year
|
Year over Year
Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
|
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Same Covered
Fiscal Year
|
Year over Year
Average
Change in Fair
Value as of the
Vesting Date
of Equity
Awards
Granted in
Prior Years
that Vested in
the Covered
Fiscal Year
|
Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Covered
Fiscal Year
|
Average Value of
Dividends or other
Earnings Paid on
Stock Awards in the
Covered Fiscal Year
not Otherwise
Reflected in Fair
Value or Total
Compensation
|
Total
Average
Equity
Award
Adjustments
|
|
2022
|
1,214,197
|
17,094
|
0
|
31,981
|
0
|
70,442
|
1,333,714
|
|
2021
|
657,909
|
(157,946)
|
0
|
(49,765)
|
0
|
72,667
|
522,865
|
|
2020
|
571,275
|
(54,641)
|
0
|
55,533
|
0
|
53,243
|
625,410
|
|
|
| (b) | | The amounts deducted or added in calculating the total pension benefit adjustments are as
follows: |
|
Year
|
Average
Service Cost
|
Average Prior
Service Cost
|
Total Average Pension
Benefit Adjustments
|
|
2022
|
119,197
|
0
|
119,197
|
|
2021
|
193,111
|
0
|
193,111
|
|
2020
|
132,516
|
0
|
132,516
|
(5)
Cumulative TSR, as required by Item 402(v) of Regulation S-K, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)
Cumulative peer group TSR, as required by Item 402(v) of Regulation S-K, is calculated using the same methodology used in calculating the Company’s cumulative TSR. Further, in calculating the peer group cumulative TSR, the returns of each component issuer is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Edison Electric Institute Index.
(7)
The dollar amounts reported represent the amount of net income reflected in PNW’s audited financial statements for the applicable year.
(8)
Adjusted
APS earnings (“APS Adjusted Earnings”) is APS earnings calculated in accordance with GAAP, as adjusted for purposes of the
annual incentive plans, as follows: for the APS 2020 Annual Incentive Award Plan and the APS 2020 Annual Incentive Award Plan for Palo
Verde Employees, APS earnings were adjusted from $568.0 million to $587.7 million due to an accrual for the Coal Communities Transition
Plan that was required under the accounting rules but that related to a future expense; for the APS 2021 Annual Incentive Award Plan
and the APS 2021 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were not adjusted; and for the APS 2022 Annual Incentive
Award Plan and the APS 2022 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were not adjusted.
|
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Guldner (our CEO also known as the Principal Executive Officer “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table.
|
|
|
| PEO Total Compensation Amount |
[1] |
$ 8,358,317
|
$ 8,100,157
|
$ 6,849,455
|
| PEO Actually Paid Compensation Amount |
[2] |
$ 9,453,300
|
5,532,436
|
5,416,048
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
|
Year
|
Reported
Summary
Compensation
Table Total for PEO
($)
|
Reported
Value of
Equity Awards
($)(a)
|
Equity
Award
Adjustments
($)(b)
|
Reported Change
in the Actuarial
Present Value of
Pension Benefits
($)(c)
|
Pension Benefit
Adjustments
($)(d)
|
Compensation
Actually Paid to
PEO
($)
|
|
2022
|
8,358,317
|
(4,577,787)
|
6,135,632
|
(890,667)
|
427,805
|
9,453,300
|
|
2021
|
8,100,157
|
(4,079,762)
|
2,111,502
|
(1,021,838)
|
422,377
|
5,532,436
|
|
2020
|
6,849,455
|
(3,316,740)
|
2,281,910
|
(782,970)
|
384,393
|
5,416,048
|
|
|
(a)
The grant date fair value of equity awards represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
|
|
|
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:
|
|
|
Year
|
Year End Fair
Value of
Equity Awards
Granted
During the
Covered Fiscal
Year that are
Outstanding
and Unvested
as of the end
of the Covered
Fiscal Year
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
|
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Same Covered
Fiscal Year
|
Change in Fair
Value as of the
Vesting Date
of Equity
Awards
Granted in
Prior Years
that Vested in
the Covered
Fiscal Year
|
Fair Value at
the End of the
Prior Fiscal
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Covered
Fiscal Year
|
Value of Dividends
or other Earnings
Paid on Stock
Awards in the
Covered Fiscal Year
not Otherwise
Reflected in Fair
Value or Total
Compensation
|
Total Equity
Award
Adjustments
|
|
2022
|
5,292,090
|
102,694
|
0
|
303,819
|
0
|
437,029
|
6,135,632
|
|
2021
|
2,680,491
|
(646,196)
|
0
|
(184,196)
|
0
|
261,403
|
2,111,502
|
|
2020
|
2,138,995
|
(93,395)
|
0
|
80,020
|
0
|
156,290
|
2,281,910
|
|
|
(c)
The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.
(d)
The total pension benefit adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Guldner during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. generally accepted accounting principles. The amounts deducted or added in calculating the pension benefit adjustments are as follows:
|
|
|
Year
|
Service Cost
|
Prior Service Cost
|
Total Pension
Benefit Adjustments
|
|
2022
|
427,805
|
0
|
427,805
|
|
2021
|
422,377
|
0
|
422,377
|
|
2020
|
384,393
|
0
|
384,393
|
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEO’s as a group (excluding Mr. Guldner, who has served as our CEO since 2019) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Guldner) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Theodore N. Geisler, Andrew D. Cooper, Adam C. Heflin, Maria L. Lacal, Robert E. Smith and Jacob Tetlow; (ii) for 2021, Theodore N. Geisler, James R. Hatfield, Maria L. Lacal and Robert E. Smith; and (iii) for 2020, James R. Hatfield, Theodore N. Geisler, Daniel T. Froetscher, Maria L. Lacal and Robert E. Smith.
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Guldner), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Guldner) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Guldner) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
|
$ 2,542,827
|
2,842,352
|
2,619,339
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
|
$ 2,749,796
|
2,219,429
|
1,926,894
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
|
|
Year
|
Average Reported
Summary
Compensation Table
Total for Non-PEO
NEOs
|
Average
Reported Value
of Equity Awards
|
Average Equity
Award
Adjustments(a)
|
Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
|
Average Pension
Benefit
Adjustments(b)
|
Average
Compensation
Actually Paid to
Non-PEO NEOs
|
|
2022
|
2,542,827
|
(1,239,053)
|
1,333,714
|
(6,888)
|
119,197
|
2,749,796
|
|
2021
|
2,842,352
|
(977,983)
|
522,865
|
(360,916)
|
193,111
|
2,219,429
|
|
2020
|
2,619,339
|
(878,815)
|
625,410
|
(571,556)
|
132,516
|
1,926,894
|
|
|
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
|
|
Year
|
Average Year End
Fair Value of
Equity Awards
Granted During
the Covered Fiscal
Year that are
Outstanding and
Unvested as of the
end of the
Covered Fiscal
Year
|
Year over Year
Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
|
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Same Covered
Fiscal Year
|
Year over Year
Average
Change in Fair
Value as of the
Vesting Date
of Equity
Awards
Granted in
Prior Years
that Vested in
the Covered
Fiscal Year
|
Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Covered
Fiscal Year
|
Average Value of
Dividends or other
Earnings Paid on
Stock Awards in the
Covered Fiscal Year
not Otherwise
Reflected in Fair
Value or Total
Compensation
|
Total
Average
Equity
Award
Adjustments
|
|
2022
|
1,214,197
|
17,094
|
0
|
31,981
|
0
|
70,442
|
1,333,714
|
|
2021
|
657,909
|
(157,946)
|
0
|
(49,765)
|
0
|
72,667
|
522,865
|
|
2020
|
571,275
|
(54,641)
|
0
|
55,533
|
0
|
53,243
|
625,410
|
|
|
| (b) | | The amounts deducted or added in calculating the total pension benefit adjustments are as
follows: |
|
Year
|
Average
Service Cost
|
Average Prior
Service Cost
|
Total Average Pension
Benefit Adjustments
|
|
2022
|
119,197
|
0
|
119,197
|
|
2021
|
193,111
|
0
|
193,111
|
|
2020
|
132,516
|
0
|
132,516
|
(5)
Cumulative TSR, as required by Item 402(v) of Regulation S-K, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)
Cumulative peer group TSR, as required by Item 402(v) of Regulation S-K, is calculated using the same methodology used in calculating the Company’s cumulative TSR. Further, in calculating the peer group cumulative TSR, the returns of each component issuer is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Edison Electric Institute Index.
(7)
The dollar amounts reported represent the amount of net income reflected in PNW’s audited financial statements for the applicable year.
(8)
Adjusted
APS earnings (“APS Adjusted Earnings”) is APS earnings calculated in accordance with GAAP, as adjusted for purposes of the
annual incentive plans, as follows: for the APS 2020 Annual Incentive Award Plan and the APS 2020 Annual Incentive Award Plan for Palo
Verde Employees, APS earnings were adjusted from $568.0 million to $587.7 million due to an accrual for the Coal Communities Transition
Plan that was required under the accounting rules but that related to a future expense; for the APS 2021 Annual Incentive Award Plan
and the APS 2021 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were not adjusted; and for the APS 2022 Annual Incentive
Award Plan and the APS 2022 Annual Incentive Award Plan for Palo Verde Employees, APS earnings were not adjusted.
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| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
Compensation Actually Paid and Cumulative TSR
As demonstrated by the following graph, the amount of compensation actually paid to Mr. Guldner and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) is generally in line with the cumulative TSR except in the case of the 2021 TSR, which was advsersely impacted by the 2019 rate case decision. As discussed in the CD&A, a significant portion of our executive compensation program is equity based. The Company does not use cumulative TSR in its executive compensation program, but does use relative TSR in the performance share grants as discussed in more detail in the CD&A. TSR impacts our compensation program in two ways — the actual stock price increases and decreases impacts the value of the equity awards and the relative TSR performance metric drives whether a significant portion of the overall equity grant pays out and to what degree.
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| Compensation Actually Paid vs. Net Income [Text Block] |
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Compensation Actually Paid and Net Income
As demonstrated by the following table, the amount of compensation actually paid to Mr. Guldner and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) as compared to net income is reflective of continued strong sales growth over the three year period. The decline in net income in 2022 is primarily due to no longer deferring costs relating to our Four Corners power plant selective catalytic reduction equipment and the Ocotillo power plant modernization project as a result of the unfavorable 2019 rate case decision.
Although we don’t use net income in our executive compensation program, we do use earnings in the 2022 Incentive Plans, as discussed below.
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| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
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Compensation Actually Paid and APS Adjusted Earnings
As demonstrated by the following graph, the amount of compensation actually paid to Mr. Guldner and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Guldner) is generally in line with APS earnings, with 2022 earnings reflective of the decrease in APS rates as a result of the 2019 rate case. APS Adjusted Earnings is used in the 2022 Incentive Plans and represents 50% of the payout opportunity under those plans. Although Mr. Guldner’s payout opportunity is tied to Pinnacle West earnings, APS earnings account for a significant portion of Pinnacle West earnings, and is therefore a significant part of Mr. Guldner’s opportunity.
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| Total Shareholder Return Vs Peer Group [Text Block] |
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Cumulative TSR of the Company and Cumulative TSR of the Peer Group
As demonstrated by the following graph, the Company’s cumulative TSR over the three-year period presented in the table was 8%, while the cumulative TSR of the peer group presented for this purpose, the Edison Electric Institute Index, was 17% over the three years presented in the table. Pinnacle West’s TSR underperformed compared to the Edison Electric Institute primarily due to a pending rate case in 2020 and 2021, which ended unfavorably for the Company, and investor concerns over the regulatory climate in Arizona. For more information regarding the Company’s performance and the companies that the Human Resources Committee considers when determining compensation, refer to the CD&A.
Value of $100 Invested as of December 31, 2019, with Dividends Reinvested
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| Tabular List [Table Text Block] |
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Financial Performance Measures
As described in greater detail in the CD&A, the Company’s executive compensation program is designed to be transparent with a clear emphasis on putting pay at risk and retaining key executives. The metrics that the Company uses for both our long-term and short-term incentive awards emphasize putting pay at risk and aligning our executives interests with those of our shareholders. The most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
•
Operations and maintenance spend
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|
|
| Total Shareholder Return Amount |
|
$ 96
|
85
|
92
|
| Peer Group Total Shareholder Return Amount |
|
117
|
116
|
99
|
| Net Income (Loss) |
|
$ 484,000,000
|
$ 619,000,000
|
$ 551,000,000
|
| Company Selected Measure Amount |
|
525,000,000
|
632,000,000
|
588,000,000
|
| PEO Name |
|
Mr. Guldner
|
Mr. Guldner
|
Mr. Guldner
|
| Measure [Axis]: 1 |
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| Pay vs Performance Disclosure [Table] |
|
|
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|
| Measure Name |
|
APS Adjusted Earnings
|
|
|
| Measure [Axis]: 2 |
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| Pay vs Performance Disclosure [Table] |
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|
|
|
| Measure Name |
|
Relative TSR
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|
|
| Measure [Axis]: 3 |
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| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Measure Name |
|
Stock price
|
|
|
| Measure [Axis]: 4 |
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| Pay vs Performance Disclosure [Table] |
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|
|
|
| Measure Name |
|
Capital spend
|
|
|
| Measure [Axis]: 5 |
|
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| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Measure Name |
|
Operations and maintenance spend
|
|
|
| Measure [Axis]: 6 |
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|
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|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Measure Name |
|
Customer satisfaction
|
|
|
| Measure [Axis]: 7 |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Measure Name |
|
Safety
|
|
|
| PEO [Member] | Reported Value of Equity Awards |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[3] |
$ (4,577,787)
|
$ (4,079,762)
|
$ (3,316,740)
|
| PEO [Member] | Equity Award Adjustments |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[4] |
6,135,632
|
2,111,502
|
2,281,910
|
| PEO [Member] | Reported Change in the Actuarial Present Value of Pension Benefits |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(890,667)
|
(1,021,838)
|
(782,970)
|
| PEO [Member] | Pension Benefit Adjustments |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
427,805
|
422,377
|
384,393
|
| PEO [Member] | Year End Fair Value of Equity Awards Granted During the Covered Fiscal Year that are Outstanding and Unvested as of the end of the Covered Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
5,292,090
|
2,680,491
|
2,138,995
|
| PEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
102,694
|
(646,196)
|
(93,395)
|
| PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Covered Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
0
|
0
|
0
|
| PEO [Member] | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
303,819
|
(184,196)
|
80,020
|
| PEO [Member] | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
0
|
0
|
0
|
| PEO [Member] | Value of Dividends or other Earnings Paid on Stock Awards in the Covered Fiscal Year not Otherwise Reflected in Fair Value or Total Compensation |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
$ 437,029
|
$ 261,403
|
$ 156,290
|
| PEO [Member] | Mr Guldner |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Mr. Guldner
|
Mr. Guldner
|
Mr. Guldner
|
| Non-PEO NEO [Member] | Reported Value of Equity Awards |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (1,239,053)
|
$ (977,983)
|
$ (878,815)
|
| Non-PEO NEO [Member] | Average Equity Award Adjustments |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
[5] |
1,333,714
|
522,865
|
625,410
|
| Non-PEO NEO [Member] | Reported Change in the Actuarial Present Value of Pension Benefits |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(6,888)
|
(360,916)
|
(571,556)
|
| Non-PEO NEO [Member] | Average Pension Benefit Adjustments |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
119,197
|
193,111
|
132,516
|
| Non-PEO NEO [Member] | Average Year End Fair Value of Equity Awards Granted During the Covered Fiscal Year that are Outstanding and Unvested as of the end of the Covered Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
1,214,197
|
657,909
|
571,275
|
| Non-PEO NEO [Member] | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
17,094
|
(157,946)
|
(54,641)
|
| Non-PEO NEO [Member] | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Covered Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
0
|
0
|
0
|
| Non-PEO NEO [Member] | Year over Year Average Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
31,981
|
(49,765)
|
55,533
|
| Non-PEO NEO [Member] | Average Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
0
|
0
|
0
|
| Non-PEO NEO [Member] | Average Value of Dividends or other Earnings Paid on Stock Awards in the Covered Fiscal Year not Otherwise Reflected in Fair Value or Total Compensation |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
$ 70,442
|
$ 72,667
|
$ 53,243
|
| Non-PEO NEO [Member] | Theodore N. Geisler |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Theodore N. Geisler
|
Theodore N. Geisler
|
Theodore N. Geisler
|
| Non-PEO NEO [Member] | Andrew D. Cooper |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Andrew D. Cooper
|
|
|
| Non-PEO NEO [Member] | Adam C. Heflin |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Adam C. Heflin
|
|
|
| Non-PEO NEO [Member] | Maria L. Lacal |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Maria L. Laca
|
Maria L. Lacal
|
Maria L. Lacal
|
| Non-PEO NEO [Member] | Robert E. Smith |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Robert E. Smith
|
Robert E. Smith
|
Robert E. Smith
|
| Non-PEO NEO [Member] | Jacob Tetlow |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
Jacob Tetlow
|
|
|
| Non-PEO NEO [Member] | James R. Hatfield |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
|
James R. Hatfield
|
James R. Hatfield
|
| Non-PEO NEO [Member] | Daniel T. Froetscher |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| PEO Name |
|
|
|
Daniel T. Froetscher
|
|
|
