Julie Bentz
AVISTAAbout Julie A. Bentz
Major General (Ret.) Julie A. Bentz is an independent director of Avista Corporation. She is age 60 with approximately 3 years of board tenure and serves on the Environmental, Technology & Operations Committee and the Finance Committee . Bentz holds an M.S. in National Security Strategy (National Defense University), a Ph.D. and M.S. in Nuclear Engineering (University of Missouri), and a B.A. in Radiological Health (Oregon State University). Her background includes service on the White House National Security Council and Homeland Security Council staffs, and senior roles at the U.S. Department of Defense .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Executive Office of the President (White House) | Senior Advisor for Emerging Technologies; Director of Strategic Capabilities | Not disclosed | National security policy; technology strategy |
| U.S. Department of Defense (Pentagon) | Various senior roles | Not disclosed | Strategic capabilities, national security |
| U.S. Military (Active/Reserve/National Guard) | Commissioned service (33 years; retired 2019) | 1986–2019 (retired 2019) | Leadership, operations |
External Roles
| Organization | Role | Public/Private/Academic | Notes |
|---|---|---|---|
| Sandia National Laboratories | Chair, External Advisory Board for National Security Programs | Academic/National Lab | Oversight of national security programs |
| Lawrence Livermore National Laboratory | Chair, External Review Committee for Strategic Deterrence | Academic/National Lab | Strategic deterrence oversight |
| Lawrence Livermore National Laboratory | Board Member, External Review Committee for Global Security | Academic/National Lab | Global security oversight |
| Santiam Canyon LTRG | Senior Advisor (Wildfire recovery) | Non-profit | Community recovery advisory |
| CACI | Member, Strategic Advisory Group | Private company advisory | Technology/security advisory |
| Oregon State University | Member, College of Engineering Dean’s Leadership Council | Academic | Engineering leadership advisory |
| BDR LLC | Principal (tree farm and fish hatchery management) | Private | Business ownership |
| HOMR LLC | Sole Principal (national security and leadership consulting) | Private | Consulting ownership |
No other public company corporate directorships were disclosed for Bentz in AVA’s proxy .
Board Governance
- Independence: The board determined all nominees except the CEO are independent; Bentz is listed as an independent director nominee .
- Board leadership: Chair and CEO roles are separated; an independent Vice Chair (Donald C. Burke) functions as lead independent director .
- Executive sessions: Independent directors meet separately at each regularly scheduled board meeting .
- Attendance: Board held four meetings in 2024 with total attendance of 99.6% (one meeting at 91% due to a family emergency); 2023 attendance was 100% .
- Related-party transactions: Governance Committee reported no related-party transactions for 2024 (threshold $120,000) .
- Stock ownership/insider trading policies: Directors and officers are prohibited from short sales, pledging, or hedging Company stock; independent directors must achieve and retain a minimum investment of five times the minimum equity portion of their retainer .
Committee Assignments and Activity (Bentz)
| Committee | 2023 Meetings | 2024 Meetings | Responsibilities |
|---|---|---|---|
| Environmental, Technology & Operations | 4 | 4 | Oversight of non-financial operational risk (regulatory, environmental, safety, climate, cyber/physical security, technology/data) |
| Finance | 4 | 4 | Oversight of strategies, budgets, forecasts, liquidity, risk hedging, benefit plan investments, non-regulated investments |
Fixed Compensation
| Year | Cash ($) | Stock ($) | Total ($) |
|---|---|---|---|
| 2023 | 95,029 | 126,637 | 221,667 |
| 2024 | 96,693 | 131,641 | 228,333 |
- Director pay framework (effective 9/1/2024): Annual retainer $235,000, with $135,000 automatically paid in stock; balance in cash or stock at director’s election. Chair retainers: Audit $20,000; Compensation $17,500; Environmental $15,000; Finance $15,000; Governance $15,000; Vice Chair $30,000; Non-Executive Chair $100,000. No director perquisites, options, retirement, or deferred compensation plan .
Performance Compensation
Director compensation at Avista is not performance-based; directors receive an annual retainer paid in a mix of cash and stock (stock fully vested upon issuance) .
| Metric | 2023 | 2024 |
|---|---|---|
| Performance-linked pay components (Director) | None disclosed | None disclosed |
| Automatic stock portion of retainer ($) | 130,000 | 135,000 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Bentz |
| External advisory roles | Sandia (Chair), LLNL (Chair/Member), CACI Strategic Advisory Group, OSU Engineering Council |
| Potential interlocks/conflicts | Company and subsidiaries purchased products/services from companies where some directors were officers/board members in ordinary course; Governance Committee found no reportable related-party transactions in 2024 (SEC threshold $120,000) . |
Expertise & Qualifications
- Core expertise: Technology and security (physical and cyber); national security strategy; nuclear engineering; risk oversight .
- Education: M.S. National Security Strategy (NDU); Ph.D./M.S. Nuclear Engineering (University of Missouri); B.A. Radiological Health (Oregon State University) .
- Board contribution: Provides perspective on financial matters and investments through Finance Committee; and climate/clean energy transition, technology, operational safety/security via Environmental, Technology & Operations Committee .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | Pledging/Hedging |
|---|---|---|---|
| March 7, 2025 | 9,947 | <1% | None of directors/NEOs pledged Company stock; hedging/short sales prohibited |
Director stock ownership expectation: Outside directors must achieve and retain a minimum investment of five times the minimum stock portion of their retainer .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16 filings (Forms 3/4/5) | Company states all required filings for directors/executives were completed timely |
| Hedging/Pledging | Prohibited by policy; none pledged as of March 7, 2025 |
Governance Assessment
- Board effectiveness: Strong independence (all directors except CEO); separated Chair/CEO; active Vice Chair lead role; robust committee oversight of risk; independent director executive sessions enhance oversight quality .
- Engagement and attendance: Near-perfect attendance (99.6% in 2024; 100% in 2023); regular independent sessions; committee activity consistent across years .
- Alignment and incentives: Director pay split of cash/stock, with mandatory stock portion and stringent ownership expectations; prohibitions on hedging/pledging support shareholder alignment .
- Conflicts/related-party exposure: No reportable related-party transactions in 2024; policy framework in place to evaluate independence and related-party risks annually .
- RED FLAGS: None disclosed for Bentz—no related-party transactions, no pledging/hedging, strong independence and committee oversight. Continued monitoring warranted given external advisory affiliations, but current disclosures indicate no conflicts .