Rebecca Klein
AVISTAAbout Rebecca A. Klein
Rebecca A. Klein (age 59) is an independent director of Avista Corporation with 15 years of board tenure. She is principal of Klein Energy, LLC and brings deep expertise in energy regulation, cybersecurity, and legal affairs; she chairs Avista’s Environmental, Technology & Operations Committee and serves on the Compensation Committee. Klein’s credentials include a B.A. from Stanford, an MBA from MIT, an M.A. in National Security Studies from Georgetown, and a J.D. from St. Mary’s; she is a retired Air Force Reserve Lieutenant Colonel and former Chair/Commissioner of the Texas Public Utility Commission . The Board has affirmatively determined she is independent .
Past Roles
| Organization | Role | Tenure (Years) | Committees/Impact |
|---|---|---|---|
| Texas Public Utility Commission | Commissioner and Chair | — | Led state utility regulation; energy market oversight |
| KPMG Consulting (now Deloitte) | Head, Office of Government Affairs & Industry Relations (Washington, DC) | — | Built government affairs function; policy interface |
| Georgetown University McDonough School of Business | Senior Fellow | — | Academic policy advisory in business/governance |
| U.S. Air Force Reserve | Lieutenant Colonel (retired) | — | National security and leadership experience |
External Roles
| Organization | Role | Tenure (Years) | Notes |
|---|---|---|---|
| Diamondback Energy | Board Member | — | Upstream oil & gas company (public) |
| San Jose Water Group | Board Member | — | California water utility with national subsidiaries |
| Texas Energy Poverty Research Institute (TEPRI) | Founder & Board Member | — | Energy equity and affordability focus |
| Christian Latina Leadership Institute | Board & Faculty Member | — | Leadership development |
Board Governance
- Committee assignments:
- Environmental, Technology & Operations Committee — Chair; members Bentz, Jacobsen, Kwawu; 4 meetings in 2024; oversees business/operational risks (regulatory, environmental compliance, safety, climate, cyber/physical security, technology, data) .
- Compensation & Organization Committee — Member; Chair Maw; members Klein and Philipps; 5 meetings in 2024; oversees executive compensation, succession, and human capital strategy (DEI) .
- Independence: All nominees except the CEO are independent; all committees are composed of independent directors (except the CEO on the Executive Committee) .
- Attendance and engagement: The Board held 4 meetings in 2024; overall attendance was 99.6% with one meeting at 91% due to a family emergency. All directors attended the prior Annual Meeting and plan to attend the upcoming meeting; independent directors meet in executive session at each regular Board meeting .
- Board leadership: Chair and CEO roles are separated; independent Vice Chair provides lead-director-like functions and shareholder communication channel .
- Stock ownership requirements: Independent directors must maintain at least five times the minimum stock portion of their retainer; hedging, short sales, and pledging are prohibited for directors and officers .
- Related-party transactions: Governance Committee determined there were no reportable related party transactions in 2024 (>$120,000) .
Fixed Compensation
Policy and 2024 Compensation:
- Annual director retainer increased to $235,000 effective September 1, 2024; $135,000 is automatically paid in stock, with the remainder electable in cash or stock .
- Committee Chair retainers (cash): Environmental $15,000; Audit $20,000; Compensation $17,500; Finance $15,000; Governance $15,000; Vice Chair $30,000; Non-Executive Chair $100,000 .
| Item | Amount |
|---|---|
| 2024 Director Cash Paid (Klein) | $111,693 |
| 2024 Director Stock Paid (Klein) | $131,641 |
| 2024 Total Director Compensation (Klein) | $243,333 |
| Environmental Committee Chair Retainer (Policy) | $15,000 |
Additional notes: Director stock is issued in whole shares at current market price and is fully vested upon issuance; no options, no retirement or deferred compensation plan for directors; reasonable expense reimbursement, but no perquisites .
Performance Compensation
- Avista does not provide performance-based compensation to directors; there were no annual stock option grants or non-stock incentive plan payments to directors for 2024 .
- Dividend equivalents and performance shares in the proxy apply to Named Executive Officers (NEOs), not directors .
Other Directorships & Interlocks
| External Company | Sector | Potential Interlock/Consideration |
|---|---|---|
| Diamondback Energy | Upstream Oil & Gas | Energy sector expertise; no reportable related-party transactions for 2024 |
| San Jose Water Group | Water Utility | Utility governance experience; distinct from Avista’s electric/gas utility footprint; no reportable related-party transactions for 2024 |
| TEPRI | Non-profit | Stakeholder engagement on energy poverty; governance/community alignment |
| Christian Latina Leadership Institute | Non-profit/Academic | Leadership development; no transactional exposure |
Expertise & Qualifications
- Deep energy industry, markets, and regulatory expertise; legal experience in energy/telecom; technology and cybersecurity oversight; diversity of background/perspective .
- Governance strengths: Chairs ET&O Committee, providing critical leadership on environmental goals, operational risk, cyber/physical security, technology, and data governance; contributes to executive pay oversight and human capital strategy via Compensation Committee .
Equity Ownership
| Holder | Shares Beneficially Owned (Direct) | Shares Outstanding | Ownership (%) |
|---|---|---|---|
| Rebecca A. Klein | 23,410 | 80,289,267 | ~0.03% (23,410 ÷ 80,289,267) |
- No pledging reported by directors or executive officers; insider trading policy prohibits hedging, short sales, zero-cost collars, forward sales contracts, and pledging .
- Director stock ownership policy is reviewed annually by the Governance Committee to assure adherence to guidelines .
Governance Assessment
- Board effectiveness: Klein’s dual roles (ET&O Chair and Compensation member) align her expertise with Avista’s key risk domains (operational resilience, climate strategy, cybersecurity, and human capital). Committee structures are independent with clear charters and regular meetings, supporting robust oversight .
- Alignment and incentives: Director compensation mixes cash and fully vested stock with ownership requirements; absence of director perquisites, options, or deferred plans reduces misalignment risk .
- Independence and conflicts: Board affirmed independence; no reportable related-party transactions; anti-hedging/pledging policy enhances investor alignment .
- Shareholder confidence signals: 2024 Say-on-Pay support at 96.59% underscores positive sentiment toward compensation governance; Compensation Committee uses Meridian as independent consultant with no conflicts identified .
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, no director performance pay or option repricing; broad external board service warrants normal time-commitment monitoring but is typical for large-cap utility governance .