Scott Maw
AVISTAAbout Scott H. Maw
Independent director since 2017 (tenure 8 years), age 57. Former EVP & CFO of Starbucks; BA in Accounting from Gonzaga University. At Avista, he chairs the Compensation & Organization Committee and serves on the Governance & Corporate Responsibility Committee; the Board determined he is independent (all nominees except the CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | EVP & CFO; previously SVP Corporate Finance; Global Controller | EVP & CFO 2014–2018; joined 2011 | Led Global Finance, accounting, tax, treasury; oversaw financial and securities regulatory filings |
| SeaBright Insurance Company | CFO | 2010–2011 | Specialty workers’ compensation insurer; senior finance leadership |
| JPMorgan Chase & Co. | CFO, Consumer Banking | 2008–2010 | Consumer banking finance leadership |
| Washington Mutual Bank | CFO (Consumer Banking) | Prior to 2008 | Division finance leadership |
| General Electric Company | Various finance roles; CFO, GE Insurance Holdings (London) | 1994–2003 | Global finance leadership; CFO experience in insurance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chipotle Mexican Grill, Inc. (NYSE: CMG) | Board Chair | Current | Board leadership |
| Alcon, Inc. (NYSE: ALC) | Board Member; Audit Committee Chair | Current | Audit oversight; committee leadership |
| Gonzaga University | Board of Trustees Member | Current | Higher-education governance |
Board Governance
- Committee assignments and engagement
- Compensation & Organization Committee: Chair; 5 meetings in 2024 .
- Governance & Corporate Responsibility Committee: Member; 4 meetings in 2024 .
- Independence and leadership: Board concluded all nominees (except the CEO) are independent; Chair and CEO roles separated; an independent Vice Chair (lead independent) is in place .
- Attendance and executive sessions: Board held 4 meetings in 2024 with 99.6% overall attendance; independent directors meet separately at each regular Board meeting .
- Shareholder engagement: Reached out to holders representing nearly 60% of shares outstanding in 2024 .
Fixed Compensation
| Pay Element | Amount | Notes |
|---|---|---|
| Annual director retainer (cash + stock) | $235,000 | $135,000 automatically paid in stock; balance elective cash/stock |
| Compensation Committee Chair retainer | $17,500 (cash) | Committee chair fee schedule |
| Governance Committee Chair retainer | $15,000 (cash) | Not applicable to Maw (member) |
| Meeting fees/perqs | None | No perquisites; expense reimbursement only |
| Maw’s 2024 compensation (cash) | $114,193 | Cash paid, inclusive of chair fee and fractional stock cash |
| Maw’s 2024 compensation (stock) | $131,641 | Stock issued, fully vested upon issuance |
| Maw’s 2024 total | $245,833 | Sum of cash and stock |
Performance Compensation
- Directors: No stock option grants or non-stock incentive plan payments to directors in 2024; director pay is retainer-based with a fixed stock component (not performance-based) .
- Executive programs overseen by Compensation Chair (context on pay-for-performance design):
- 2024 Annual Cash Incentive metrics and outcome:
Metric Weight 2024 Outcome Utility EPS 55% Above threshold; partial met O&M Cost per Customer 0–150% payout scaling Below threshold (no payout) Customer Satisfaction 40% aggregate across ops measures Met (hit-or-miss target achieved) Reliability Included in ops measures Met (hit-or-miss target achieved) Average Response Time (Gas emergencies) Included in ops measures Met (hit-or-miss target achieved) Equity, Inclusion, Diversity Scorecard 5% Met (hit-or-miss target achieved) Total AIP Payout — 74% of target - Long-term PSUs metrics:
Cycle/Metric Weight 2022–2024 Outcome Relative TSR vs S&P 400 Mid-Cap Utilities 17.5% of 2024 grants 55% payout (32nd percentile TSR) Cumulative EPS (CEPS) 52.5% of 2024 grants 45% payout ($6.65 CEPS)
- 2024 Annual Cash Incentive metrics and outcome:
Other Directorships & Interlocks
| Company | Relationship to AVA | Interlock/Conflict Notes |
|---|---|---|
| Chipotle Mexican Grill, Inc. | Unrelated industry (restaurants) | No related-party transactions disclosed for 2024; Governance Committee reported none above $120k |
| Alcon, Inc. | Unrelated industry (medical devices) | No related-party transactions disclosed for 2024 |
| Gonzaga University | Non-profit | Not a related-party transaction; general board service |
Expertise & Qualifications
- Financial leadership: 30+ years in senior finance roles (Starbucks CFO; JPM Consumer Banking CFO; GE insurance CFO), bringing deep expertise in complex financial management, capital allocation, reporting, and global operations .
- Committee leadership: Chair of AVA Compensation Committee; Audit Chair at Alcon; Board Chair at Chipotle, indicating strong governance and oversight capabilities .
- Education: BA in Accounting, Gonzaga University .
Equity Ownership
| Holder | Direct Shares | Indirect/Other | RSUs Not Vested | Total | % of Class |
|---|---|---|---|---|---|
| Scott H. Maw | 26,524 | — | — | 26,524 | <1% |
- Director stock ownership expectations: Outside directors expected to invest at least five times the minimum stock portion of their retainer; directors prohibited from short sales, pledging or hedging .
- Pledging/hedging status: None of the directors or NEOs have pledged Company stock as collateral; hedging/pledging prohibited by Insider Trading Policy .
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16 Forms 3/4/5 | Company believes all filings by directors and officers were completed timely for the period reviewed |
Governance Assessment
- Independence and roles: Independent, chairs Compensation Committee and serves on Governance—which directly influences executive pay design, succession planning, human capital, and ESG disclosures .
- Pay governance signals: High Say-on-Pay support in 2024 (96.59%); robust clawback policies (mandatory Dodd-Frank recovery policy; discretionary recoupment expanded to 3 years for detrimental conduct); prohibition of hedging/pledging; CIC plan with double-trigger and no excise tax gross-ups .
- Director pay alignment: Fixed retainer mix includes $135,000 in stock, promoting alignment; no options or performance incentives for directors; committee chair fees modest (Comp Chair $17,500) .
- Engagement and effectiveness: Strong board attendance (99.6%); regular independent executive sessions; active shareholder outreach (~60% of shares) .
- Related-party and conflicts: Governance Committee determined no reportable related-party transactions in 2024; cross-board roles at Chipotle/Alcon are in unrelated industries, reducing customer/supplier conflict risk for AVA; directors barred from transactions creating conflicts per policy .
RED FLAGS: None disclosed for 2024 regarding related-party transactions, hedging/pledging, option repricing, or tax gross-ups; director attendance metrics are strong .