Donald Burke
AVISTAAbout Donald C. Burke
Independent director; Age 64; Board tenure 13 years; Vice Chair of the Board, Audit Committee Chair, Executive Committee member, Governance Committee member. A CPA with deep fund accounting/operations expertise: former Managing Director at BlackRock and President & CEO of BlackRock U.S. mutual funds (retired 2009); earlier Head of Global Operations & Client Services and Treasurer/CFO of MLIM mutual funds. Education: B.S. in Accounting and Economics (University of Delaware) and M.B.A. in Taxation (Pace University) .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director; President & CEO, BlackRock U.S. mutual funds | Retired 2009 | Led accounting, tax, and regulatory reporting for 300+ funds; integration leadership post-MLIM merger |
| Merrill Lynch Investment Managers (MLIM) | Head of Global Operations & Client Services; Treasurer & CFO, MLIM mutual funds | Not disclosed | Oversight of fund operations and financial stewardship |
| Public Accounting | Auditor/CPA | Not disclosed | Foundation in financial reporting and controls |
External Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Virtus Mutual Fund Complex | Board Member; Audit Committee Chair | Current | Audit oversight leadership |
| Duff & Phelps Mutual Fund Complex | Board Member; Audit Committee Chair | Current | Audit oversight leadership |
| Goldman Sachs Mutual Fund Complex | Board Member | Former | Governance exposure across global funds |
| BlackRock Global Funds | Board Member | Former | Global fund governance experience |
| Crohn’s & Colitis Foundation | Board Member & Treasurer | Former | Nonprofit financial stewardship |
Board Governance
- Independence: AVA board is majority independent; only the CEO (Ms. Rosentrater) is non-independent. All committees are fully independent except Executive Committee includes the CEO .
- Roles: Vice Chair (independent; three-year term beginning May 11, 2023), works with the Chair/CEO on agendas, presides when Chair absent, serves as independent point of contact for directors and shareholders .
- Committee leadership: Audit Committee Chair; designated “Audit Committee Financial Expert” under SEC rules; Audit Committee composed solely of independent directors .
- Committee activity and attendance: Audit Committee held 5 meetings in 2024 with extensive oversight of financial reporting, controls, auditor independence, and earnings releases; recommended inclusion of audited 2024 financials in Form 10‑K . Board held 4 meetings; overall board/committee attendance 99.6% (one board meeting at 91% due to a family emergency) .
- Governance Committee membership: Evaluates board effectiveness, independence, director compensation, conflicts, and corporate responsibility; 4 meetings in 2024 .
- Executive Committee member; 0 meetings in 2024 .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash + stock) | $235,000 (effective Sep 1, 2024), with $135,000 automatically paid in stock; remainder selectable in cash/stock | Board targets median of executive comp peer group; reviewed with Meridian Compensation Partners |
| Additional Retainers | Audit Committee Chair: $20,000; Vice Chair: $30,000; Governance Chair: $15,000; Finance Chair: $15,000; Environmental Chair: $15,000; Non‑Exec Chair: $100,000 | Cash retainers for leadership roles |
| Perquisites/Benefits | None; reimbursement of reasonable out‑of‑pocket expenses only | No retirement or deferred comp plan for directors |
Director Compensation – 2024 (Actual)
| Metric | 2024 |
|---|---|
| Cash paid ($) | $146,693 |
| Stock paid ($) | $131,641 |
| Total ($) | $278,333 |
Performance Compensation
| Item | 2024 Disclosure |
|---|---|
| Options/PSUs/Non‑stock incentives | None; no annual stock option grants or non‑stock incentive plan compensation to directors; stock grants fully vested upon issuance |
| Performance metrics tied to director pay | None disclosed (director pay structured as retainer + role fees with stock mix) |
For executives, AVA maintains capped incentives, multi‑metric design, stock ownership guidelines, clawbacks, and prohibitions on hedging/pledging; these risk-mitigation features underscore overall governance rigor but are not applied to director pay structures .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public/fund boards | Virtus Mutual Fund Complex (Audit Chair); Duff & Phelps Mutual Fund Complex (Audit Chair) |
| Former boards | Goldman Sachs Mutual Fund Complex; BlackRock Global Funds; Crohn’s & Colitis Foundation (Treasurer) |
| Related‑party transactions | Governance Committee determined no reportable related‑party transactions for 2024 (> $120,000) |
| Independence review | Annual independence determinations; only CEO is non‑independent |
Expertise & Qualifications
- CPA; deep expertise in fund accounting, tax, regulatory reporting, and large‑scale operational integration (MLIM/BlackRock) .
- Designated Audit Committee Financial Expert; strengthens oversight of integrity of financial statements, controls, compliance, and auditors .
- Governance perspective via Governance Committee and Vice Chair responsibilities (agenda setting, shareholder communications) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (direct) | 29,181 |
| Percent of class | <1% (Company table) |
| Deferred shares | None listed for Burke |
| Unvested RSUs | None listed for Burke |
| Pledged shares | None; company states none of directors/NEOs have pledged stock; policy restricts pledging |
| Shares outstanding (for context) | 80,289,267 (as of Mar 7, 2025) |
| Director stock ownership policy | Outside directors expected to reach minimum investment equal to 5× the minimum stock portion of the retainer; Governance Committee reviews compliance annually |
Governance Assessment
-
Strengths
- Independent Vice Chair with clear responsibilities to enhance board effectiveness and shareholder engagement .
- Audit Committee leadership and SEC “Financial Expert” designation; robust 2024 audit oversight activities (earnings releases, controls, auditor independence, and reappointment) .
- High board/committee attendance and fully independent committee structures (except Executive Committee includes CEO) .
- No reportable related‑party transactions in 2024; strong insider trading policy prohibiting hedging/pledging and derivatives; formal clawback policies for executives .
-
Potential risks/considerations
- Multiple fund board roles (including two current Audit Chairships) warrant ongoing monitoring for time‑commitment/overboarding concerns in periods of elevated audit workload or regulatory change; no specific attendance shortfall disclosed for Burke, and overall board attendance remains strong .
- Director ownership guidelines are rigorous (5× stock portion), but individual compliance status by director is not disclosed—ongoing Governance Committee reviews mitigate alignment concerns .
-
Red flags
- None observed in 2024: no reportable related‑party transactions, no hedging/pledging, no director perquisites, and independent audit/gov structures .
Appendix: Committee Snapshot (2024)
| Committee | Chair | Burke’s Role | Meetings (2024) | Key Responsibilities |
|---|---|---|---|---|
| Audit | Donald C. Burke | Chair | 5 | Oversees financial statements integrity, controls, compliance, auditor independence; Burke designated Financial Expert |
| Governance | Janet D. Widmann | Member | 4 | Board effectiveness, independence, conflicts, director compensation, corporate responsibility |
| Executive | Scott L. Morris | Member | 0 | Acts on behalf of Board between meetings when needed |
| Board Leadership | Scott L. Morris (Chair); Donald C. Burke (Vice Chair) | Vice Chair | N/A | Agenda setting, independent point of contact, presiding when Chair absent; 3‑year Vice Chair term starting May 11, 2023 |
All information above is sourced from Avista Corporation’s 2025 DEF 14A proxy statement: .