Greg Hesler
Senior Vice President, General Counsel, Corporate Secretary and Chief Ethics/Compliance Officer at 
AVISTA
AVISTAExecutive
About Greg Hesler
Gregory C. (Greg) Hesler is Senior Vice President, General Counsel, Corporate Secretary, and Chief Ethics/Compliance Officer at Avista, serving in this role since September 2022 after prior roles as Vice President in the legal and compliance functions; he has been with Avista since 2015 and is age 47 as disclosed in the FY2024 10-K . During the 2022–2024 PSU cycle, Avista’s cumulative TSR was 3.10% (32nd percentile vs the S&P 400 Mid-Cap Utilities Index) and cumulative EPS (CEPS) was $6.65, resulting in 55% TSR PSU payout and 45% CEPS PSU payout; Hesler realized $95,225 total from these PSUs including dividend equivalents, indicating tangible pay-for-performance linkage . Education was not disclosed in the executive officers section of the FY2024 10-K; filings reviewed focus on his business experience and current role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avista Corporation | Senior Vice President, General Counsel, Corporate Secretary & Chief Ethics/Compliance Officer | Sep 2022–present | Oversees legal, corporate governance, ethics/compliance; frequent SEC filing signatory |
| Avista Corporation | Vice President, General Counsel, Corporate Secretary & Chief Ethics/Compliance Officer | May 2020–Sep 2022 | Led legal and governance functions; ethics/compliance oversight |
| Avista Corporation | Vice President, General Counsel & Chief Compliance Officer | Jan 2020–May 2020 | Led legal and compliance |
| Avista Corporation | Various management and staff positions | 2015–2019 | Progressive legal leadership roles |
External Roles
No external public-company directorships or board committee roles for Hesler are disclosed in Avista’s executive officer biographies in the FY2024 and FY2023 10-Ks or recent proxy statements reviewed .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary (set) | $425,000 | 2024 base salary following a 3.4% increase from $411,000 |
| Salary Earned | $422,845 | SCT “Salary” amount for 2024 |
| Annual Cash Incentive Target (Dollar) | $255,000 | Grants of Plan-Based Awards (target) |
| Annual Cash Incentive Target (% of Base) | ~60% (derived from $255,000 / $425,000) | Implied from target and base |
| Annual Cash Incentive Paid (Actual) | $187,463 | Paid in 2025 for 2024 performance |
| Implied Payout vs Target | ~73.5% (derived from $187,463 / $255,000) | Derived from disclosed amounts |
| Perquisites | None provided | Company does not provide perquisites to NEOs |
| Other Compensation (401(k)/EDC) | $44,845 total; EDC match $10,345; 401(k) match $20,700; non‑elective 401(k) $13,800 | Hesler is in enhanced 401(k), not defined benefit plan |
Performance Compensation
Annual Cash Incentive Design (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Utility EPS | 55% | Annual EPS target (not numerically disclosed) | Not numerically disclosed | Reflected in actual bonus $187,463 | Paid Q1 2025 for 2024 performance |
| Utility Operations (key components) | 40% | Operational KPIs (not numerically disclosed) | Not numerically disclosed | Reflected in actual bonus $187,463 | Paid Q1 2025 |
| Equity, Inclusion & Diversity | 5% | EID goals | Not numerically disclosed | Reflected in actual bonus $187,463 | Paid Q1 2025 |
Long-Term Incentive Program (LTIP) — RSUs and PSUs
| Instrument | 2024 Grant (Value) | 2024 Grant (Units) | Vesting | Performance Metrics | Payout Range |
|---|---|---|---|---|---|
| RSUs | $110,976 | 3,400 RSUs | Three-year ratable; one‑third each year; dividend equivalents paid in cash upon vest | Time-based | N/A |
| PSUs (Relative TSR) | Part of $259,031 PSU value | Target 1,984 | Three-year performance cycle | Relative TSR vs S&P 400 Mid‑Cap Utilities | 0–200% of target |
| PSUs (CEPS) | Part of $259,031 PSU value | Target 5,952 | Three-year performance cycle | Cumulative EPS (CEPS) | 0–200% of target |
2022–2024 PSU Results for Hesler
| Metric | Shares Earned | Value Realized | Dividend Equivalents | Total Realized |
|---|---|---|---|---|
| Relative TSR | 1,202 | $83,202 | $12,023 | $95,225 |
| CEPS | 984 | Included above | Included above | Included above |
Stock Vested — 2024 (RSUs and PSUs)
| Award Type | Shares Vested | Value Realized |
|---|---|---|
| PSUs (TSR) | 1,202 | $43,921 |
| PSUs (CEPS) | 984 | $39,281 |
| RSUs (from 2022 grant) | 1,238 | $43,627 |
| RSUs (from 2023 grant) | 786 | $27,699 |
| RSUs (from 2024 grant) | 1,134 | $39,962 |
Program Notes:
- 2024 RSUs and PSUs were granted on February 7, 2024; RSUs vest ratably; PSUs vest at end of cycle based on performance .
- 2022–2024 PSU payouts were certified January 7, 2025 (TSR) and February 12, 2025 (CEPS) with payout percentages 55% (TSR) and 45% (CEPS) based on TSR percentile and CEPS of $6.65 .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Direct Shares Owned | 11,996 | Security ownership table |
| Indirect/Deferred Shares | Not disclosed for Hesler | No deferred shares reported in table |
| RSUs Not Yet Vested | 9,756 | Time‑based RSUs outstanding |
| Total Beneficially Owned | 21,752 | Direct + RSUs not yet vested |
| Ownership % of Class | <1% | Denoted by asterisk in table |
| PSUs Outstanding (Target, 2024 grant) | 7,936 (TSR 1,984; CEPS 5,952) | Subject to 0–200% payout |
| Hedging/Pledging | Prohibited for directors/officers | Insider Trading Policy prohibits hedging/pledging |
| Ownership Guidelines | Required multiple of salary; 5‑year compliance window | Policy exists; individual status not disclosed |
Employment Terms
| Provision | Term/Value | Notes |
|---|---|---|
| CIC Severance Multiple | 2x base salary + target bonus, plus prorated target bonus | Double‑trigger CIC plan; no individual CIC agreement |
| CIC Termination (Good Reason/No Cause) — Total Estimated Payment | $3,023,971 | Assumes 12/31/2024 termination; stock price $36.63 |
| CIC Components — Severance | $2,295,000 | As defined above |
| CIC Components — Accelerated Equity | $680,201 | Assumes full RSU acceleration; prorated PSUs |
| CIC Components — Health Benefits | $48,770 (18 months) | Based on 2024 amounts |
| CIC Components — Section 280G Gross‑Up | $0 (none) | No tax gross‑ups |
| Death Benefit | $850,000 | Lump sum equal to 2x annual base salary |
| Supplemental Disability Benefit (PV) | $2,020,402 | 60% of base pay; PV to age 65 |
| Acceleration Terms (Death/Disability/Retirement) | Prorated PSUs and RSUs; performance certified at end of period | Assumes 100% performance for estimation; final based on actual |
| Clawback/Recoupment | Dodd‑Frank mandatory policy; discretionary up to 3 years for detrimental conduct (fraud, felony, restrictive covenant breach, willful misconduct) | Applies to executives |
| Non‑Compete/Restrictive Covenants | Material violations subject to discretionary recoupment | Embedded in recoupment policy |
| Insider Trading Policy | Prohibits trading on MNPI; bans short sales, derivatives; restricts pledging | Applies to directors/officers |
Investment Implications
- Pay-for-performance alignment: Hesler’s variable pay is substantial through annual incentive and PSUs; PSU outcomes tied to relative TSR and CEPS delivered measured payouts (TSR 55%, CEPS 45%), and his realized PSU value for 2022–2024 was $95,225, demonstrating sensitivity to performance and stock price .
- Retention and selling pressure: RSUs vest ratably over three years with annual vesting around year-end, and Hesler holds 9,756 unvested RSUs; dividend equivalents are paid in cash upon vest, creating periodic realization events but hedging/pledging are prohibited, reducing misalignment risk .
- Governance and risk controls: Strong policies include double-trigger CIC, no tax gross-ups, formal clawbacks (mandatory and discretionary) up to three years, and strict insider trading restrictions; perquisites are not provided, and ownership guidelines promote alignment, collectively lowering governance risk .
- Cash vs equity mix and incentives: 2024 base salary $425,000 with ~60% target bonus implies meaningful at-risk cash compensation; the 2024 equity grants ($110,976 RSUs; $259,031 PSUs) continue to weight compensation toward performance and share value, supporting alignment with shareholders .
- Shareholder sentiment: Say-on-pay support of 96.59% in May 2024 indicates investor approval of Avista’s executive compensation framework, lowering near-term compensation-related overhang .