Janet Widmann

About Janet D. Widmann

Independent director at Avista Corporation (AVA), age 58, with 11 years of board tenure. She chairs the Governance & Corporate Responsibility Committee and serves on the Finance Committee. Widmann brings 25+ years of executive experience in healthcare services and technology-enabled health companies; education includes a B.S. in Health Administration (CSUN) and an M.A. in Health Administration (USC). Recognized among the “Most Influential Women in the Bay Area” by the San Francisco Business Journal .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all nominees except the CEO are independent; Widmann is an independent director .
• Committee assignments and cadence:
  • Governance & Corporate Responsibility Committee (Chair; 4 meetings in 2024) – oversees board composition, director compensation, conflicts/independence, corporate responsibility/ESG, and risk allocation .
  • Finance Committee (Member; 4 meetings in 2024) – oversees strategies, budgets, forecasts, liquidity, hedging/financial/commercial risk, benefit plan investments, and non-regulated investments .
• Attendance and engagement: The Board held 4 meetings in 2024; total board and committee attendance was 99.6% (one board meeting at 91% due to a family emergency). All directors attended the prior year’s Annual Meeting and plan to attend the upcoming one. Independent directors meet in executive session at each regular meeting .
• Lead independent structure: Chair and CEO roles are separated; an independent Vice Chair (Donald Burke) serves with duties equivalent to a lead independent director, including agenda setting and shareholder communication .
• Director retirement policy and evaluations: Mandatory retirement at 72; annual board, committee, chair, and individual director assessments coordinated by the Board Chair and Governance Chair .

Committee Roles Summary

Fixed Compensation

• Annual director retainer increased to $235,000 effective Sept 1, 2024; $135,000 automatically paid in stock, remainder paid in cash/stock at director’s election. Chair retainers: Governance $15,000; Finance $15,000; Audit $20,000; Compensation $17,500; Non-Exec Board Chair $100,000; Vice Chair $30,000. No perquisites, retirement plan, or deferred compensation plan for directors .

• Director stock awards are issued in whole shares, fully vested upon issuance; fractional shares paid in cash .

Performance Compensation

• Directors do not receive performance-based pay, options, or non-stock incentive awards under the current structure. No annual option grants; no meeting-based variable incentives disclosed .

Other Directorships & Interlocks

• No “compensation committee interlocks” or “insider participation” relationships requiring disclosure under SEC/NYSE standards in this proxy .
• Related party transactions: The Governance Committee reported no related party transactions exceeding $120,000 in 2024; routine purchases from companies affiliated with some directors occurred but were not reportable under SEC thresholds .

Expertise & Qualifications

• Executive leadership across healthcare services; finance/investment banking exposure; M&A; technology/cybersecurity; risk management; organizational development; human capital and DEI; innovation; and customer service—skills applied directly to governance and financial oversight at Avista .
• As Governance Chair, she provides leadership over corporate governance, independence/conflicts, director compensation, and ESG disclosures; as Finance Committee member, she contributes to financial strategy and risk oversight .

Equity Ownership

• Beneficial ownership: 23,323 shares; less than 1% of class; no pledges of Avista stock by directors or NEOs noted .
• Ownership policy: Independent directors are expected to invest at least five times the minimum equity portion of their retainer and maintain it during board tenure; directors/officers are prohibited from short sales, pledging, or hedging .

Governance Assessment

• Positive signals:
  • Independent director serving as Governance Chair, with robust responsibilities over conflicts/independence and ESG—supports board effectiveness and investor confidence .
  • Strong director pay design: balanced cash/stock, fully vested equity, median targeting versus utility peers; no options, perquisites, or retirement plans—aligns incentives while limiting entrenchment risk .
  • Ownership alignment and restrictions: director stock ownership expectations (5× equity retainer) and prohibitions on hedging/pledging strengthen alignment and reduce risk .
  • Board structure: separated Chair/CEO and independent Vice Chair with lead duties; consistent executive sessions of independent directors; comprehensive evaluation processes .
  • Shareholder support: Say-on-Pay approval at 96.59% in 2024 indicates broad investor endorsement of compensation governance (context for overall governance climate) .
• Potential conflicts/RED FLAGS:
  • None reportable in 2024; Related Party Transactions review found no transactions exceeding SEC thresholds; no stock pledging; Section 16 filings timely .
• Engagement/attendance:
  • Board and committees achieved 99.6% attendance in 2024; independent directors meet at each regular meeting—supports active oversight .

Overall, Widmann’s committee leadership and cross-industry operating experience enhance Avista’s governance and risk oversight, with no material conflicts or attendance concerns disclosed .