Jason Thackston
AVISTAAbout Jason Thackston
Jason R. Thackston is Avista’s Senior Vice President, Chief Strategy and Clean Energy Officer and a named executive officer (NEO) for 2024 and 2025 . Company performance relevant to his pay-for-performance includes 2024 EPS of $2.39 and net income of $180.1 million, with cumulative TSR at $95 vs. $118 for the S&P 400 Utilities peer group; 2024 executive cash incentive paid out at 74% of target, and 2022–2024 PSU results paid at 55% for TSR and 45% for CEPS .
Past Roles
Not disclosed in the latest proxy for Thackston .
External Roles
Not disclosed in the latest proxy for Thackston .
Fixed Compensation
Multi-year compensation (amounts reported in Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $359,936 | $389,386 | $403,001 |
| Stock Awards ($) | $572,377 | $418,227 | $417,940 |
| Non-Equity Incentive Plan Compensation ($) | $245,119 | $58,408 | $178,665 |
| All Other Compensation ($) | $16,131 | $17,322 | $18,197 |
| Total Compensation ($) | $1,193,563 | $1,220,482 | $1,273,180 |
Annual cash incentive structure and outcomes:
| Item | 2023 | 2024 |
|---|---|---|
| Target bonus opportunity (% of base, SVPs) | 60% | 60% |
| Plan weighting (financial vs. operations vs. EID) | 55% EPS, 40% operations, 5% EID | 55% Utility EPS, 40% operations, 5% EID |
| Company outcome (overall payout vs. target) | 25% of target | 74% of target |
| Metric attainment highlights | Financial metrics (EPS & O&M/Customer) below threshold; four non-financial metrics met | Utility EPS above threshold; O&M/Customer below threshold; four non-financial metrics met |
Performance Compensation
2024 plan-based awards granted (PSUs and RSUs):
| Component | Threshold | Target | Maximum | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (TSR) – # of units | 1,100 | 2,199 | 4,398 | $79,692 |
| PSUs (CEPS) – # of units | 2,638 | 6,596 | 13,192 | $215,293 |
| RSUs – # of units | — | 3,767 | — | $122,955 |
| Annual Cash Award ($) | $157,950 | $263,250 | $394,875 | — |
Long-term incentive design and payout metrics:
| Metric | Weighting | Period | Target Definition | Actual | Payout % | Vesting |
|---|---|---|---|---|---|---|
| Relative TSR PSUs | 17.5% of LTIP | 2022–2024 | Percentile vs. S&P 400 Mid-Cap Utilities (target specifics not disclosed) | 32nd percentile cumulative TSR 3.10% | 55% | End of cycle; paid Jan 2025 |
| CEPS PSUs | 52.5% of LTIP | 2022–2024 | Cumulative EPS over cycle (threshold/target/max set annually; not disclosed) | CEPS $6.65 | 45% | End of cycle; certified Feb 2025 |
| RSUs | 30% of LTIP | 2022–2024, 2023–2025, 2024–2026 | Time-based; 3-year ratable vest | n/a | n/a | One-third vests each year; Dec 31 vest date |
Stock vested in 2024 (shares and values realized):
| Award Type | Shares | Value on Vest ($) |
|---|---|---|
| PSUs (TSR, 2022–2024) | 2,378 | $86,892 |
| PSUs (CEPS, 2022–2024) | 1,945 | $77,644 |
| RSUs (various grants) | 960 | $33,830 |
| RSUs (various grants) | 976 | $34,394 |
| RSUs (various grants) | 1,256 | $44,261 |
Equity Ownership & Alignment
Beneficial ownership (as of March 6, 2025):
| Category | Shares |
|---|---|
| Direct ownership | 31,249 |
| Deferred shares | — |
| RSUs not yet vested | 10,192 |
| Total beneficial ownership | 41,441 (less than 1%) |
Ownership guidelines and compliance:
| Requirement | Required Shares (multiple of salary) | Owned | Compliance |
|---|---|---|---|
| SVP guideline | 2.5x (27,870 shares) | 41,441 | Met |
Outstanding awards at year-end 2024:
| Award | Units Not Vested | Market/Payout Value ($) |
|---|---|---|
| RSUs (time-based) | 2,511 | $91,978 (at $36.63) |
| PSUs (at target) | 8,795 | $322,161 (at $36.63) |
Policies and alignment features:
- Hedging, short sales, pledging of company stock are prohibited for directors and officers .
- Clawback policies include Dodd-Frank-compliant recovery and discretionary recoupment for up to 3 years for detrimental conduct .
- RSU dividends accrue and are paid only to the extent awards vest; PSU dividends accrue and pay only if earned; none pay dividends before vest/earn .
Deferred compensation:
| Item | 2024 |
|---|---|
| Executive contributions ($) | $158,626 |
| Company match ($) | $2,673 |
| Aggregate balance ($) | $1,399,443 |
Section 16 compliance:
- Company states all insiders filed Forms 3/4/5 on time for 2024 .
Employment Terms
Employment agreements:
- Avista does not maintain individual employment agreements with NEOs; CIC protections are provided via a plan .
Change-in-control (CIC) economics for Jason R. Thackston (hypothetical termination on Dec 31, 2024; stock at $36.63):
| Component | Amount ($) |
|---|---|
| Severance (2x base + target bonus, plus prorated target bonus) | $1,420,777 |
| Accelerated equity (RSUs full, PSUs prorated at target, plus dividend equivalents) | $925,007 |
| Health benefits (COBRA reimbursement, 18 months) | $48,770 |
| Death benefit (2x base salary) | $810,000 |
| Supplemental disability (present value to age 65) | $973,332 |
| 280G excise tax gross-up | $0 (none provided) |
| Total (CIC termination) | $2,394,554 |
Plan features and triggers:
- CIC severance is double-trigger (requires CIC and qualifying termination within two years) .
- “Good reason” includes material diminution of authority/responsibilities/pay/bonus opportunity, material relocation, or material breach by the Company .
- Protections post-CIC include minimum base and not less than target annual incentive during two-year CIC employment period .
- No tax gross-ups under 280G; benefits cut-back vs. full payout based on after-tax maximization .
Performance & Track Record
Company pay vs. performance context:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| EPS ($) | 2.12 | 2.24 | 2.39 |
| Net Income ($M) | 155.2 | 171.2 | 180.1 |
| Cumulative TSR ($100 basis) | 104 | 86 | 95 |
| Peer Cumulative TSR ($100 basis) | 103 | 88 | 118 |
2024 incentive outcomes:
- Annual cash incentive paid at 74% of target (Utility EPS above threshold; O&M per customer below threshold; customer satisfaction, reliability, average gas emergency response time, and EID scorecard all met) .
- PSUs for 2022–2024 settled at 55% for TSR and 45% for CEPS (CEPS $6.65; TSR at 32nd percentile over cycle) .
Compensation Committee & Peer Group
Compensation governance:
- No perquisites provided to NEOs; ownership guidelines and clawback policies in place; hedging/pledging prohibited; dividends paid only when awards are earned .
Peer group benchmarking:
- Compensation targeted to the median of the S&P 400 Mid-Cap Utilities Index peer group; 2024 peer group includes 15 companies (e.g., ALLETE, OGE Energy, PGE, IDACORP, ONE Gas, Essential Utilities, UGI, Southwest Gas, National Fuel Gas, Ormat, Spire, TXNM Energy) .
Say-on-pay:
- 2024 say-on-pay approval was 96.59% .
Investment Implications
- Pay-for-performance alignment: Thackston’s variable compensation is sensitive to EPS, operational metrics, and multi-year CEPS/TSR, with 2024 awards paying below target for PSUs and below full target for AIP (74%), reinforcing alignment with operating and shareholder outcomes .
- Retention and selling pressure: Three-year ratable RSU vesting and compliance with ownership guidelines (owning 41,441 shares vs. 27,870 required) reduce near-term selling pressure; prohibitions on hedging/pledging further align interests .
- Change-in-control protections: Double-trigger CIC (2x base + target bonus plus equity acceleration) provides moderate protection without tax gross-ups; consider implications for transaction scenarios and executive continuity .
- Execution risk signals: 2024 outcomes show operational delivery on customer/reliability metrics but mixed cost/EPS metrics, with TSR lagging peers—watch ongoing CEPS targets and O&M per customer progression for future PSU realizations and cash incentive payouts .