Scott Morris
AVISTAAbout Scott L. Morris
Scott L. Morris (age 67) is Avista’s independent Chair of the Board with 18 years of board tenure. He served as Avista’s CEO (Jan 2008–Oct 1, 2019), President (Jan 2008–Jan 2018), and previously President & COO (May 2006–Dec 2007). He holds a degree from Gonzaga University, an M.A. in organizational leadership from Gonzaga, and completed the Stanford Business School Financial Management Program and Kidder Peabody School of Financial Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avista Corporation | Chair of the Board | Jan 2008–present | Leads Board activities; agenda setting; director assessments; Board-management communication |
| Avista Corporation | Chief Executive Officer | Jan 2008–Oct 1, 2019 | Led overall company strategy and operations |
| Avista Corporation | President | Jan 2008–Jan 2018 | Senior leadership across utility businesses |
| Avista Corporation | President & COO | May 2006–Dec 2007 | Operational oversight |
| Avista Corporation | Various leadership roles | 1981–2006 | Construction, customer service, Oregon utility management; VP (Nov 2000), SVP (Feb 2002) |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| McKinstry Co., LLC | Board Member | Current | Building systems firm governance oversight |
| California Water Service | Lead Director | Current | Governance leadership at regulated water utility |
| Iron Horse Acquisitions (SPAC) | Board Member | Current | Diversity media & entertainment SPAC |
| Gonzaga University | Trustee Emeritus | Current | University stewardship |
| Nature Conservancy (Idaho Chapter) | Board Member | Current | Environmental stewardship |
| Various Spokane nonprofits | Board roles | Current | Community & economic development |
Board Governance
- Committee assignments: Chair of the Board; Chair, Executive Committee; Member, Finance Committee .
- Independence: Board determined all nominees other than the CEO are independent; Scott Morris is independent .
- Board leadership: Chair and CEO roles separated; independent Vice Chair (Donald Burke) designated with lead director-equivalent duties .
- Attendance/engagement: Board held 4 meetings in 2024 with 99.6% overall attendance; independent directors meet in executive session at each regularly scheduled Board meeting .
- Risk oversight: Finance Committee met 4 times; Executive Committee met 0 times; broader committee remits defined (Audit 5; Compensation 5; Governance 4; Environmental 4) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual director retainer | $235,000 | Effective Sep 1, 2024; $135,000 automatically paid in stock; balance can be taken in cash/stock . |
| Non-Executive Chair retainer | $100,000 | Additional cash retainer for Board Chair . |
| Committee chair retainers | $20,000 Audit; $17,500 Compensation; $15,000 Environmental/Finance/Governance | Not applicable to Morris in 2024; he chairs Executive Committee (no listed chair retainer) . |
| 2024 cash paid (Morris) | $196,693 | Includes cash retainer, fractional stock issuance and any meeting-related fees . |
| 2024 stock paid (Morris) | $131,641 | Fully vested upon issuance . |
| 2024 total (Morris) | $328,333 | Sum of cash and stock compensation . |
Performance Compensation
| Pay Element | Structure | 2024 Detail |
|---|---|---|
| Performance-based director pay | None disclosed | No annual stock options or non-stock incentive plan payments to directors in 2024; none currently contemplated . |
Other Directorships & Interlocks
- External public company roles include Lead Director at California Water Service (regulated utility) and Board roles at a SPAC and McKinstry (private company), expanding sector insight but increasing time commitments .
- Related-party safeguards: Avista’s Governance Committee reported no related party transactions requiring disclosure (> $120,000) for 2024 despite ordinary-course purchases from companies where some directors serve; strong policy framework in place .
Expertise & Qualifications
- Extensive utility industry and regulatory experience; deep company knowledge from decades-long tenure .
- Strategic, financial, and operational leadership credentials; formal training in financial management .
- Governance leadership as independent Chair; processes include director evaluations, succession planning oversight, and Board risk allocation .
Equity Ownership
| Holder | Shares Beneficially Owned (Direct) | Percent of Class | Pledged Shares |
|---|---|---|---|
| Scott L. Morris | 112,348 | <1% (asterisk denotes less than 1%) | None pledged . |
- Director stock ownership policy: Independent directors must maintain a minimum investment equal to five times the minimum equity portion of their retainer; holdings reviewed annually by Governance Committee; hedging and pledging prohibited .
Governance Assessment
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Strengths:
- Independent Chair with separated CEO/Chair roles; independent Vice Chair supporting Board effectiveness .
- High board attendance and routine executive sessions enhance oversight quality .
- Balanced director pay with mandatory equity component ($135k stock) supporting alignment; clear stock ownership requirements; prohibition on hedging/pledging .
- No reportable related-party transactions; strong independence framework and categorical standards .
- Shareholder support for pay practices (Say-on-Pay approval 96.59% in May 2024) signals confidence in compensation governance .
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Potential risk indicators (monitor):
- Long tenure (18 years) raises classic entrenchment concerns; however, Board emphasizes refreshment and added four new independent directors in last five years .
- Multiple external board roles could pose overboarding/time-allocation risks, warranting continued monitoring of attendance and engagement (Board-level metrics currently strong) .
- Executive Committee activity was nil in 2024; ensure appropriate use versus full Board oversight for time-sensitive matters .
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Overall implication: Morris’ deep utility expertise, independent leadership, and strong engagement are positives for governance effectiveness and investor confidence; vigilant monitoring of tenure/overboarding and continued refreshment sustain board independence and performance .