Jeffry Philipps
AVISTAAbout Jeffry L. Philipps
Independent director nominee at Avista Corporation (AVA), age 69, with 5 years of board tenure. He serves on the Audit Committee and the Compensation and Organization Committee. Philipps was President and CEO of Rosauers Supermarkets, Inc. from July 2000 until retirement in August 2021, and holds B.A. degrees in Business, Economics, and Accounting from Carroll College . The Board affirms his independence; all nominees except the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rosauers Supermarkets, Inc. | President & CEO | Jul 2000–Aug 2021 | Oversaw strategy and operations of 22 grocery stores; background in accounting/finance, M&A, supply chain, HR, regulatory affairs, consumer retail |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Life Sciences Spokane (GSI initiative) | Board Chair | Current | Supports development of life/bioscience economy in Spokane |
| Innovia Foundation | Board Member | Current | Philanthropic foundation board service |
| Inland NW Council of the Boy Scouts of America | Board Member | Current | Regional non-profit governance |
| UW–Gonzaga Regional Health Partnership | Community Advisory Board Member | Current | Community health advisory role |
| Washington Food Industry Association | Former Board Chair | Former | Twice named “Retailer of the Year” by WFIA |
| United Way of Spokane County | Former Campaign Chair | Former | Community leadership |
| Greater Spokane Incorporated (GSI) | Former Board Chair | Former | Regional economic development |
| Providence Community Mission Board | Former Board Chair | Former | Community advisory leadership |
| WSU Elson S. Floyd College of Medicine | Former Community Advisory Board Member | Former | Academic advisory role |
Board Governance
- Independence: The Board determined all nominees, except the CEO, are independent; committees (except Executive Committee) were composed exclusively of independent directors in 2024 .
- Committees and 2024 meetings:
- Audit Committee: Member; 5 meetings in 2024; Chair Donald C. Burke; assists oversight of financial reporting, internal controls, compliance, and auditor independence .
- Compensation and Organization Committee: Member; 5 meetings in 2024; Chair Scott H. Maw; oversees executive compensation, human capital management, and succession planning .
- Engagement and attendance: Board held 4 meetings in 2024; overall 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 Annual Meeting .
- Governance practices: Independent Vice Chair with duties equivalent to Lead Independent Director; independent directors regularly meet in executive sessions without management .
- Continuing education and retirement policy: Directors receive ongoing education support; directors may not stand for election after age 72 .
Fixed Compensation
| Year | Cash ($) | Stock ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | $96,693 | $131,641 | $228,333 | Cash includes retainers, chair retainers (if applicable), and meeting fees; stock is fully vested upon issuance; fractional shares paid in cash |
- Director compensation targeted to the median of the executive compensation peer group; annual retainer increased from $225,000 to $235,000 effective Sept 1, 2024 .
- Retainer structure: $135,000 automatically paid in stock; remaining balance electable in cash, stock, or combination; no perquisites provided to directors .
- Chair retainer amounts (if applicable): Audit $20,000; Compensation $17,500; Environmental $15,000; Finance $15,000; Governance $15,000; Vice Chair $30,000; Non-Executive Chair $100,000 .
Performance Compensation
| Component | Disclosure |
|---|---|
| Stock options | None granted to directors for 2024; none contemplated under current structure |
| Non-stock incentive compensation (e.g., annual bonus) | None for directors in 2024 |
| Deferral/retirement programs for directors | Company states it does not provide a retirement plan or deferred compensation plan to directors |
| Hedging/Pledging | Prohibited for directors and officers; insider trading policy restricts short sales/hedging |
The company maintains mandatory and discretionary clawback policies for incentive compensation (executive-focused), including recovery upon accounting restatements and for detrimental conduct, up to three years; these policies underscore governance rigor though they are not applicable to director pay structure .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | Not disclosed for Philipps; proxy biography lists non-profit/regional boards |
| Potential interlocks/transactions | In the ordinary course, Avista purchased products/services from companies at which some directors were officers/board members/investors; Governance Committee determined no related party transactions reportable (> $120,000) for 2024 |
| Compensation consultant | Meridian Compensation Partners advises both executive and director compensation; Compensation Committee engages an independent consultant |
Expertise & Qualifications
- More than 20 years leading a retail enterprise, with background in accounting/finance, M&A, supply chain, organizational development, HR, economic development, regulatory affairs, and consumer retail; seen as valuable to Compensation oversight and (now) Audit oversight of financial strategies and objectives .
- Education: B.A. degrees in Business, Economics, and Accounting, Carroll College .
- Recognition: Public Library Foundation Citizen Hall of Fame; two-time “Retailer of the Year” by Washington Food Industry Association .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Class |
|---|---|---|
| Jeffry L. Philipps | 14,072 | <1% (“*” per proxy) |
- Ownership policy: Outside directors are expected to achieve a minimum investment of five times the minimum stock portion of the retainer and maintain at least that level while serving; Governance Committee annually reviews director holdings .
- Alignment safeguards: Directors and officers are prohibited from short sales, pledging, hedging, or otherwise offsetting decreases in Company share value .
- Section 16(a) compliance: Company believes all required Forms 3, 4, and 5 for insiders were filed timely for the year reviewed .
Governance Assessment
- Strengths
- Independence and committee roles: Philipps serves on two key independent committees (Audit; Compensation), indicating active oversight of financial reporting and human capital/executive pay .
- Engagement: Board-level attendance at 99.6% and planned Annual Meeting participation support director engagement; Audit Committee held five meetings with robust agenda coverage .
- Pay structure alignment: Mixed cash/stock retainer with mandatory stock portion and ownership expectations; no perquisites; no options or incentive pay for directors; hedging/pledging prohibited .
- Conflict controls: No reportable related party transactions in 2024; independent consultant engaged for compensation; independent Vice Chair functioning as lead independent director .
- Shareholder support: 96.59% Say-on-Pay approval in May 2024, signaling strong investor endorsement of compensation governance .
- Potential Watch Items
- Consultant overlap: Meridian advises both executive and director compensation; while the Compensation Committee asserts consultant independence, overlapping roles merit ongoing monitoring for perceived conflicts .
- Board refreshment horizon: Retirement policy at age 72 implies a medium-term refreshment cadence for directors near the threshold (Philipps age 69) .
- Ordinary-course transactions: Board disclosed purchases from companies affiliated with some directors (none crossing disclosure thresholds); continue monitoring for changes in scale or nature of such transactions .