Heather Rosentrater
AVISTAAbout Heather Rosentrater
Heather L. Rosentrater is President and Chief Executive Officer of Avista Corporation (since January 1, 2025), and a non‑independent director serving on the Board’s Executive Committee; she is 47, holds a B.S. in Electrical Engineering from Gonzaga University, and has over 25 years at Avista across electric and natural gas operations, wildfire mitigation, grid resiliency, and decarbonization initiatives . Under her leadership in 2025, Avista reported year‑to‑date diluted EPS of $1.51 vs. $1.44 in 2024 and Q3 2025 EPS of $0.36 vs. $0.23 in Q3 2024, while affirming guidance and highlighting operational execution (wildfire season preparedness, grid hardening pilots, weather stations, and AI‑enabled cameras) . Long‑term performance share outcomes for the 2022–2024 cycle settled at 55% of target for TSR (Company TSR 3.10%, 32nd percentile vs. S&P 400 Mid‑Cap Utilities) and 45% of target for cumulative EPS (CEPS $6.65), illustrating balanced links between multi‑year performance and pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avista Corporation | President & CEO | Jan 2025–present | Leads strategy, regulatory engagement, and operational execution; advances wildfire resiliency and clean energy planning |
| Avista Corporation | President & COO | Oct 2023–Dec 2024 | Drove operational excellence and cost management; prepared CEO transition |
| Avista Corporation | SVP & COO | Sep 2022–Oct 2023 | Oversaw utility operations with focus on resiliency, safety, and reliability |
| Avista Corporation | VP, Energy Delivery | Nov 2015–Sep 2022 | Led delivery operations across electric and natural gas businesses |
| Avista Corporation | Electrical Engineer | 1999–2006 | Technical roles building foundational grid expertise |
| Avista Labs (subsidiary, later sold) | Student Engineering Technician | 1996 | Early engineering experience; entry into Avista’s energy ecosystem |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Gas Association (AGA) | Board Member | Current | Industry policy influence; gas utility best practices |
| Edison Electric Institute (EEI) | Board Member | Current | Electric utility collaboration on reliability and clean energy |
| Western Energy Institute (WEI) | Board Member | Current | Regional utility leadership network |
| Washington Roundtable | Board Member | Current | Business community engagement in WA |
| Avista Foundation | Board Member | Current | Corporate philanthropy governance |
| Second Harvest Inland Northwest | Board Member | Current | Community impact and social responsibility |
| Urbanova | Board Member | Current | Innovation and smart city initiatives |
| Gonzaga SEAS Executive Council | Member | Current | Academic‑industry linkage and talent pipeline |
| YWCA Spokane | Former Board Member | Former | Community service leadership |
| Vanessa Behan Crisis Nursery | Former Board Member | Former | Child welfare support |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary Rate ($) | $515,000 |
| Salary Earned ($) | $512,693 |
| Target Bonus (%) | 65% of base salary (President & COO) |
| Actual Annual Cash Incentive Paid ($) | $246,237 |
| All Other Compensation ($) | $15,525 |
| Perquisites | None provided to CEO or NEOs |
Multi‑Year Summary Compensation (Heather L. Rosentrater):
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | Change in Pension/NQDC ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $365,858 | $572,377 | $249,152 | N/A | $13,725 | $1,201,111 |
| 2023 | $459,500 | $561,028 | $70,361 | $223,727 | $14,850 | $1,329,466 |
| 2024 | $512,693 | $764,481 | $246,237 | $147,878 | $15,525 | $1,686,813 |
Performance Compensation
Annual Cash Incentive Plan (2024 design):
- Weighting: 55% Utility EPS; 40% operational metrics (O&M cost, reliability indices, gas emergency response); 5% equity, inclusion & diversity goals; payouts are independent per metric, with plan results historically averaging ~95% of target over 10 years .
- Target opportunities: CEO 100% of salary; President & COO 65%; CFO/SVPs 60% of salary; actual payout can range 0–150% of target .
- Actual (Heather 2024): $246,237 paid in 2025 for 2024 performance .
Long‑Term Incentives (design and grants):
- PSUs: 3‑year cycles; 0–200% payout based on Relative TSR and CEPS; 2024 PSU target grant value increased to $525,047 for Heather after her 2023 promotion; 2024 target PSUs by metric: Relative TSR 4,022; CEPS 12,064; total 16,086 .
- RSUs: 3‑year ratable vesting (one‑third annually), dividend equivalents accrue and pay in cash upon vesting; 2024 RSU target grant value increased to $224,955 for Heather .
2022–2024 PSU Outcomes (settled in early 2025):
| Metric | Shares Earned (#) | Realized Value ($) | Dividend Equivalents ($) | Total Realized ($) |
|---|---|---|---|---|
| TSR (55% payout) | 2,378 | $164,537 | $23,777 | $188,313 |
| CEPS ($6.65; 45% payout) | 1,945 | $164,537 | $23,777 | $188,313 |
RSUs Vested — 2024:
| Name | Shares Vested (#) | Value Realized ($) | Dividend Equivalents ($) | Total ($) |
|---|---|---|---|---|
| H. L. Rosentrater | 4,568 | $160,976 | $19,897 | $180,873 |
Vesting timing references: TSR PSU valuation based on closing price $36.54 on Jan 8, 2025 (Committee certification Jan 7, 2025); CEPS PSU valuation based on closing price $39.92 on Mar 3, 2025 (Committee certification Feb 12, 2025) .
Equity Ownership & Alignment
Beneficial ownership and components (as of March 6, 2025):
| Component | Shares |
|---|---|
| Direct | 28,991 |
| Indirect (spouse) | 695 |
| RSUs Not Yet Vested | 28,820 |
| Total Beneficial Ownership | 58,506 |
| % of Shares Outstanding | <1% |
Outstanding equity awards at year‑end 2024 (Heather):
| Grant Date | Time‑Based RSUs Unvested (#) | Market Value ($) | PSUs at Target (#) | PSUs Market/Payout Value ($) |
|---|---|---|---|---|
| 02/02/2023 | 1,310 | $47,985 | 9,172 | $335,970 |
| 02/07/2024 | 4,594 | $168,278 | 16,086 | $589,230 |
Ownership guidelines and compliance:
- Executive ownership requirements: CEO & President 5x salary; EVPs/SVPs 2.5x; VPs 1x; 50% net‑share retention until achieved .
- Heather’s required ownership level (4x) vs. owned shares: Required 56,702; Owned 58,506; Status: Met .
- Hedging and pledging: prohibited for directors and officers; insider trading policy restricts securities transactions .
Section 16 compliance: The Company believes all forms 3, 4, 5 were timely filed for insiders .
Employment Terms
- Employment agreements: Avista does not have employment agreements with NEOs; compensation structure governed by plans and committee decisions .
- Change‑in‑Control (CIC) severance: double‑trigger only; no tax gross‑ups under CIC plan .
- Potential payments (as of 12/31/2024, stock $36.63):
• Termination without cause or with good reason after a CIC: Severance $2,034,250; Accelerated Equity $1,228,610; Health Benefits $48,770; Total $3,311,630 .
• Retirement: Accelerated Equity $1,001,828 .
• Death: Death Benefit $1,030,000; Accelerated Equity $1,001,828 .
• Disability: Supplemental Disability Benefit $2,039,443; Accelerated Equity $1,001,828 .
• Health coverage continuation: Company‑paid for 18 months (based on 2024 amounts) . - Clawback/recoupment: Mandatory Dodd‑Frank recovery policy (adopted Aug 3, 2023) plus discretionary policy allowing recovery of up to three years of incentive comp for detrimental conduct (fraud, significant criminal acts, restrictive covenant violations such as non‑solicit/non‑compete/non‑disclosure, willful Code of Conduct breaches) .
Board Governance
- Director status: Non‑independent director nominee; committees: Executive; first year of board service; also chairs the board of Alaska Electric Light and Power Company (Avista subsidiary) .
- Board leadership structure: Chair and CEO roles are separated; an independent Vice Chair serves as lead independent director equivalent; independent directors meet in executive session without management; all committees except Executive are composed entirely of independent directors .
- Director stock ownership requirements: Independent directors must maintain minimum investment multiples; hedging, short sales, and pledging are prohibited .
Compensation Committee Analysis
- Committee composition: entirely independent; engages an independent compensation consultant; regularly meets in executive session without management .
- Governance practices: pay‑for‑performance alignment; risk mitigation; stock ownership guidelines; clawback policies; double‑trigger CIC; no dividends on performance awards until earned; no tax gross‑ups .
Say‑on‑Pay & Shareholder Feedback
- May 2024 Say‑on‑Pay support: 96.59% approval; no changes made as a result of the vote .
Investment Implications
- Alignment: Strong ownership discipline (requirement met), anti‑hedge/pledge policies, double‑trigger CIC, and clawbacks support investor alignment and reduce governance risk .
- Performance signals: 2025 EPS improvement and reaffirmed guidance suggest operational execution; however, 2022–2024 TSR settlement at 55% and CEPS at 45% indicate balanced but not maximal long‑term payouts, tempering pay outcomes in line with performance .
- Incentive design: Heavy weighting to Utility EPS and operational metrics (O&M, reliability, gas response) plus EID goals aligns annual incentives with regulated utility value drivers; RSU three‑year ratable vesting and PSU 0–200% ranges balance retention and performance sensitivity .
- Retention risk: Long tenure, multi‑year equity grants, and met ownership guideline lower near‑term retention risk; absence of employment contracts means severance economics are plan‑based with no gross‑ups, consistent with shareholder expectations .
- Trading watchpoints: Year‑end RSU vesting and early‑year PSU settlements create predictable vesting events; Section 16 compliance is affirmed, and pledging is prohibited, reducing potential forced‑sale risk around collateralization .
Appendix: Additional Data References
- 2025 Q3 earnings commentary and guidance reaffirmation by CEO (wildfire resiliency, RFP for up to 425 MW capacity and at least 5 MW demand response; weather stations and AI camera network expansion) .
- CEO certifications (SOX 906 and 302 equivalents) filed with Q3 2025 10‑Q .