Heidi Stanley
AVISTAAbout Heidi B. Stanley
Independent director of Avista Corporation (AVA) since 2006 (tenure 19 years), age 68, serving on the Audit, Executive, and Governance & Corporate Responsibility Committees; she is co-owner and Chair of Empire Bolt & Screw, Inc. and spent 24 years in banking, including CEO/Chair roles at Sterling Savings Bank, and earlier roles at IBM; B.A. in Business Administration from Washington State University . The Board affirmed her independence for the 2025 election; all committees are chaired by independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sterling Savings Bank | CEO & Chair (Jan–Oct 2009); Director/Vice Chair/President & CEO (2008); Director/Vice Chair & COO (2003–2007) | 24 years in banking | Led operations, capital markets, governance, mergers & acquisitions |
| IBM | Various roles (San Francisco; Tucson) | Pre-1985 | Technology and operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Empire Bolt & Screw, Inc. | Co-owner & Chair | Current | Privately-held international distribution company (Spokane, WA) |
| Forterra, Inc. | Board Member | Current | Wholly-owned subsidiary of Association of Washington Business |
| Greater Spokane Incorporated | Founding Member | Past | Regional economic development network |
| Association of Washington Business | Former Board Chair | Past | Statewide business association |
| Inland Northwest YMCA | Former Board Chair | Past | Non-profit leadership |
| Washington Policy Center | Former Board Member | Past | Public policy organization |
| Spokane Symphony | Former Board Member | Past | Cultural organization board service |
Board Governance
- Committee assignments: Audit (member), Executive (member), Governance & Corporate Responsibility (member) .
- Committee activity in 2024: Audit Committee held 5 meetings; Governance Committee held 4; Executive Committee held 0 .
- Independence: Board determined all nominees except the CEO are independent; committees (except Executive) are composed entirely of independent directors .
- Board structure: Separate Chair and CEO; independent Vice Chair acts as lead independent director (Donald Burke), with defined duties for independent oversight .
- Attendance: Board held 4 meetings in 2024 with 99.6% attendance; independent directors meet in executive session at each regularly scheduled Board meeting .
- Stock ownership policy: Independent directors must hold at least 5× the minimum equity portion of the retainer; short sales, pledging, and hedging are prohibited .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 5 |
| Governance & Corporate Responsibility | Member | 4 |
| Executive | Member | 0 |
Fixed Compensation
- Director compensation is targeted to the median of the same peer group used for executive compensation and reviewed with Meridian Compensation Partners; elements: annual retainer $235,000, with $135,000 automatically paid in stock and remainder elective in cash/stock; chair retainers (Audit $20,000; Compensation $17,500; Environmental $15,000; Finance $15,000; Governance $15,000); Vice Chair $30,000; Non-Executive Chair $100,000; no perquisites, retirement plan, or deferred compensation plan for directors .
- Prohibitions: Directors do not receive options; stock issued is fully vested; no perquisites .
| 2024 Director Compensation (Stanley) | Amount ($) |
|---|---|
| Cash Paid | 96,693 |
| Stock Paid | 131,641 |
| Total | 228,333 |
Performance Compensation
- Non-employee directors do not receive performance-based incentives (no options or performance awards); equity is delivered as part of the fixed retainer and is fully vested upon issuance to reinforce independence and alignment .
Other Directorships & Interlocks
- Current: Forterra, Inc. (subsidiary of Association of Washington Business) .
- Private company interests: Co-owner/Chair of Empire Bolt & Screw, Inc. .
- Related-party transactions: Board adopted a Related Party Transactions Policy; while the Company purchases products/services in the ordinary course from companies where some directors have roles, the Governance Committee determined the Company had no reportable related party transactions over $120,000 in 2024 .
Expertise & Qualifications
- Diverse business perspective spanning risk analysis, operations, policy development, mergers & acquisitions, organizational development, governance, and capital markets .
- Recognized for leadership and regional economic development; deep understanding of customer base and political/economic issues in Avista’s territories .
Equity Ownership
| Ownership Category | Shares |
|---|---|
| Direct | 24,422 |
| Indirect | 9,248 (Empire Bolt profit-sharing plan; not administered by the Company) |
| Deferred Shares | — (none disclosed) |
| RSUs Not Yet Vested | — (none disclosed for directors) |
| Total Beneficial Ownership | 33,670 |
| Shares Outstanding (for % calc) | 80,289,267 |
| Ownership as % of Shares Outstanding | ~0.042% (33,670 / 80,289,267) |
| Pledging/Hedging Status | None pledged; hedging/short sales prohibited by policy |
| Director Ownership Guidelines | Minimum 5× the equity portion of retainer; governance committee reviews annually |
Governance Assessment
- Strengths: Long-tenured, independent director with audit and governance committee roles; Board separation of Chair/CEO with strong independent Vice Chair oversight; robust evaluation processes and independent executive sessions; strict director stock ownership and anti-hedging/pledging policies .
- Potential risks: Lengthy tenure (19 years) raises typical investor questions about refreshment and independence over time; the Governance Committee explicitly considers whether duration of service impairs independence during nominations, mitigating risk . Private company leadership (Empire Bolt & Screw) could present potential conflicts; however, no 2024 related-party transactions were reportable under SEC thresholds, and policy governance is in place .
- Board engagement & shareholder signals: 2024 board/committee activity was robust, with near-perfect attendance; say-on-pay support was 96.59% in 2024, indicating broad investor confidence in compensation governance (context for overall governance quality) .