UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x☒
Filed by a Party other than the Registrant ¨☐
Check the appropriate box:
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(as permitted by Rule 14a-6(e)(2)) | |
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AVISTA CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required. |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which the transaction applies: |
(2) | Aggregate number of securities to which the transaction applies: |
(3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of the transaction: |
(5) | Total fee paid: |
Fee paid previously with preliminary materials. |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Proxy Statement and Notice of
May 11, 2017
May 12, 2016
Annual Meeting of Shareholders
Important Voting Information
Brokerage firms, banks and other nominees generally have the authority to vote their customers’ shares when their customers do not provide voting instructions. However, with respect to certain specified matters, when such an entity does not receive instructions from its customers, shares cannot be voted on those matters. This is called a “brokernon-vote.” Matters on which organizations that are members of the New York Stock Exchange (the “NYSE”) may not vote without instructions include the election of directors, matters relating to executive compensation and matters relating to certain corporate governance issues. For Avista Corporation (“Avista,” or the “Company”), this means that NYSE member organizations may not vote shares on Proposals 1, 2, 4, and 45 if you have not given instructions on how to vote.Please be sure to give specific voting instructions so that your shares can be voted.
Your Participation in Voting the Shares You Own is Important
Your vote is important. Whether or not you plan to attend the 20162017 Annual Meeting of Shareholders (the “Annual Meeting”) in person, we urge you to vote and submit your proxy by mail, telephone, or through the Internet as promptly as possible. If you are submitting your proxy by mail, you should complete, sign, and date your proxy card, and return it in the envelope provided. If you plan to vote by telephone or through the Internet, voting instructions are printed on your proxy card and/or proxy notice. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares.
More Information is available
If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold your shares. The Securities and Exchange Commission (the “SEC”) also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a shareholder. Additionally, you may contact our Investor Relations Department at(509) 495-4203.
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | ||||||||
VIA THE INTERNET Go to the website address shown on your proxy card and vote via the Internet | BY MAIL Mark, sign, date and return the enclosed proxy card in the postage-paid envelope | |||||||
BY TELEPHONE Use the toll-free number shown on your proxy card | IN PERSON Attend the Annual Meeting in Spokane, Washington |
March 31, 2016
2017
Dear Fellow Shareholder:
You are invited to attend Avista’s 20162017 Annual Meeting at 8:15 a.m. PDT on Thursday, May 12, 2016,11, 2017, at the Avista headquarters, 1411 East Mission Avenue, Spokane, Washington. We welcome you eitherto attend in person or you can listen to the meeting via webcast atwww.avistacorp.com.
The Annual Meeting is my opportunity to speak directly with you to share information about our Company’s performance last year and what is on the horizon. The future of our industry is being shaped by forces both outside our Company, as well as by the innovative and dedicated employees who work for Avista. I look forward to sharing with you our plans for tomorrow and how we are making it happen today for our customers, our communities and our shareholders.
In addition, at the Annual Meeting we will elect the Board of Directors of the Company (the “Board”) and vote on other matters described in this Proxy Statement.
The Proxy Statement accompanies the 20152016 Annual Report to Shareholders (the “Annual Report”), titled “Bringing Energy to Life.“Building a Brighter Future.” This report contains more information about our Company’s performance and Avista’sincluding our audited financial statements, as well as management’s discussion and analysis of the results of our operations and financial condition.
We look forward to seeing you on May 12, 2016.11, 2017. Thank you for your continued interest in and support of Avista.
Sincerely,
Sincerely,
Scott L. Morris
Chairman of the Board,
President & Chief Executive Officer
1411 E. Mission Ave.
Spokane, Washington 99202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSAVISTA CORPORATION
(Name of registrant as specified in its charter)
The Annual Meeting
(Name of Avista will be held atperson(s) filing proxy statement, if other than the Company’s main office building auditorium on Thursday, May 12, 2016 at 8:15 a.m. Pacific Time. The purposesregistrant)
Payment of Filing Fee (Check the meeting are:appropriate box):
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Title of each class of securities to | transaction applies: |
Aggregate number of securities to | transaction applies: |
Per unit price or other underlying value of the transaction computed pursuant to | state how it was determined): |
Proposed maximum aggregate value of the transaction: |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(2) | Form, Schedule or |
(3) | Filing Party: |
(4) | Date Filed: |
If you are a holder
Proxy Statement and Notice of record
May 11, 2017
Annual Meeting of common stock atShareholders
Important Voting Information
Brokerage firms, banks and other nominees generally have the close of business on March 11, 2016, the record date, then you are entitled to receive notice of, andauthority to vote at,their customers’ shares when their customers do not provide voting instructions. However, with respect to certain specified matters, when such an entity does not receive instructions from its customers, shares cannot be voted on those matters. This is called a “brokernon-vote.” Matters on which organizations that are members of the Annual Meeting.New York Stock Exchange (the “NYSE”) may not vote without instructions include the election of directors, matters relating to executive compensation and matters relating to certain corporate governance issues. For Avista Corporation (“Avista,” or the “Company”), this means that NYSE member organizations may not vote shares on Proposals 1, 2, 4, and 5 if you have not given instructions on how to vote.Please be sure to give specific voting instructions so that your shares can be voted.
Your Participation in Voting the Shares You Own is Important
All shareholders are cordially invitedYour vote is important. Whether or not you plan to attend the meeting2017 Annual Meeting of Shareholders (the “Annual Meeting”) in person. Shareholders who cannot be present at the meeting are urgedperson, we urge you to vote and submit theiryour proxy by mail, telephone, or through the Internet as promptly as possible. PleaseIf you are submitting your proxy by mail, you should complete, sign, and date theyour proxy card, and return it promptly or cast yourin the envelope provided. If you plan to vote viaby telephone or through the Internet, in accordance with thevoting instructions are printed on theyour proxy card and/or proxy notice.
By Order of the Board,
Karen S. Feltes
Senior Vice President & Corporate Secretary
Spokane, Washington
March 31, 2016
THIS PROXY STATEMENT AND THE 2015 ANNUAL REPORT ARE AVAILABLE ON THE
INTERNET ATHTTP://PROXYVOTE.COM
If you require special accommodations athold your shares through an account with a brokerage firm, bank, or other nominee, please follow the Annual Meeting dueinstructions you receive from them to a disability, please call ourvote your shares.
More Information is available
If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold your shares. The Securities and Exchange Commission (the “SEC”) also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a shareholder. Additionally, you may contact our Investor Relations Department at(509) 495-4203 by April 8, 2016.495-4203.
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Our Company is committed to maintaining the highest standards of corporate governance. Strong corporate governance practices help us achieve our performance goals and maintain the trust and confidence of our investors, employees, customers, regulatory agencies and other stakeholders. Our corporate governance practices are described in more detail starting on page 18 and in our Governance Guidelines, which can be found in the Investors section of our website.
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VIA THE INTERNET Go to the website address shown on your proxy card and vote via the Internet | BY MAIL Mark, sign, date and return the enclosed proxy card in the postage-paid envelope | |||||||
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| IN PERSON Attend the Annual Meeting in Spokane, Washington |
March 31, 2017
Dear Fellow Shareholder:
You are invited to attend Avista’s 2017 Annual Meeting at 8:15 a.m. PDT on Thursday, May 11, 2017, at the Avista headquarters, 1411 East Mission Avenue, Spokane, Washington. We welcome you to attend in person or listen to the meeting via webcast atwww.avistacorp.com.
The Annual Meeting is my opportunity to speak directly with you to share information about our Company’s performance last year and what is on the horizon. The future of our industry is being shaped by forces both outside our Company, as well as by the innovative and dedicated employees who work for Avista. I look forward to sharing with you our plans for tomorrow and how we are making it happen today for our customers, our communities and our shareholders.
In addition, at the Annual Meeting we will elect the Board of Directors of the Company (the “Board”) and vote on other matters described in this Proxy Statement.
The Proxy Statement accompanies the 2016 Annual Report to Shareholders (the “Annual Report”), titled “Building a Brighter Future.” This report contains more information about our Company’s performance including our audited financial statements, as well as management’s discussion and analysis of the results of our operations and financial condition.
We look forward to seeing you on May 11, 2017. Thank you for your continued interest in and support of Avista.
Sincerely,
In 2015, our CEO and
Scott L. Morris
Chairman of the Board, established performance goals for the Company and aligned the short-term and long-term incentive plans with those goals. A key element of these plans is that they allow us to focus on maintaining an attractive financial profile while creating long-term value for shareholders and customers.
President & Chief Executive Officer
As shown below, 2015 consolidated earnings per share (“EPS”) were between threshold and target. Cost per customer and other operational goals exceeded the target or were met. This produced a short-term incentive payout of 88% of target. Return on equity (“ROE”) exceeded the target established for our CEO’s performance-based restricted stock units (“RSUs”), allowing a portion of his RSUs to vest. Finally, our three-year total shareholder return (“TSR”), determined on the basis of total appreciation for the period 2013-2015 with all dividends reinvested, achieved the 73rd percentile TSR relative to the Standard & Poor’s (“S&P”) 400 Utilities Index, resulting in a payment of 130% of targeted performance share awards granted for that period.
1411 E. Mission Ave.
2015 Executive Compensation HighlightsSpokane, Washington 99202
The compensation earned by our Named Executive Officers (“NEOs”) in 2015 reflects our corporate performance for the fiscal year;
The Compensation and Organization Committee (“Compensation Committee”) approved base salary adjustments ranging from 2.5% to 5.0% for our NEOs based on market comparisons, its assessment of individual performance and other factors as discussed in more detail in the Compensation Discussion and Analysis (“CD&A”) starting on page 36;
Our 2015 consolidated EPS performance was between threshold and target resulting in an annual cash incentive payment of 88% of target, which was 88% of base salary for our CEO and 53% of base salary for our other NEOs;
For our CEO, our ROE exceeded the target and, therefore, one-third of his RSUs granted in 2013, 2014 and 2015 and the associated dividend equivalents vested and were paid;
Our NEOs other than our CEO received one-third of their RSUs granted in 2013, 2014 and 2015, along with the associated dividend equivalents. The RSUs are time-based, and one-third vest each year over a three-year period; and
The Company’s relative TSR over the three-year performance period was above target performance resulting in a 130% of target payout, and our NEOs earned a payment with respect to their 2013-2015 performance share award and the associated dividend equivalents.
AVISTA CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which the transaction applies: |
(2) | Aggregate number of securities to which the transaction applies: |
(3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of the transaction: |
(5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Proxy Statement and Notice of
May 11, 2017
Annual Meeting of Shareholders
Important Voting Information
Brokerage firms, banks and other nominees generally have the authority to vote their customers’ shares when their customers do not provide voting instructions. However, with respect to certain specified matters, when such an entity does not receive instructions from its customers, shares cannot be voted on those matters. This is called a “brokernon-vote.” Matters on which organizations that are members of the New York Stock Exchange (the “NYSE”) may not vote without instructions include the election of directors, matters relating to executive compensation and matters relating to certain corporate governance issues. For Avista Corporation (“Avista,” or the “Company”), this means that NYSE member organizations may not vote shares on Proposals 1, 2, 4, and 5 if you have not given instructions on how to vote.Please be sure to give specific voting instructions so that your shares can be voted.
Your Participation in Voting the Shares You Own is Important
Your vote is important. Whether or not you plan to attend the 2017 Annual Meeting of Shareholders (the “Annual Meeting”) in person, we urge you to vote and submit your proxy by mail, telephone, or through the Internet as promptly as possible. If you are submitting your proxy by mail, you should complete, sign, and date your proxy card, and return it in the envelope provided. If you plan to vote by telephone or through the Internet, voting instructions are printed on your proxy card and/or proxy notice. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares.
More Information is available
If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold your shares. The Securities and Exchange Commission (the “SEC”) also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a shareholder. Additionally, you may contact our Investor Relations Department at(509) 495-4203.
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | ||||||||
VIA THE INTERNET Go to the website address shown on your proxy card and vote via the Internet | BY MAIL Mark, sign, date and return the enclosed proxy card in the postage-paid envelope | |||||||
BY TELEPHONE Use the toll-free number shown on your proxy card | IN PERSON Attend the Annual Meeting in Spokane, Washington |
March 31, 2017
Dear Fellow Shareholder:
You are invited to attend Avista’s 2017 Annual Meeting at 8:15 a.m. PDT on Thursday, May 11, 2017, at the Avista headquarters, 1411 East Mission Avenue, Spokane, Washington. We welcome you to attend in person or listen to the meeting via webcast atwww.avistacorp.com.
The Annual Meeting is my opportunity to speak directly with you to share information about our Company’s performance last year and what is on the horizon. The future of our industry is being shaped by forces both outside our Company, as well as by the innovative and dedicated employees who work for Avista. I look forward to sharing with you our plans for tomorrow and how we are making it happen today for our customers, our communities and our shareholders.
In addition, at the Annual Meeting we will elect the Board of Directors of the Company (the “Board”) and vote on other matters described in this Proxy Statement.
The Proxy Statement accompanies the 2016 Annual Report to Shareholders (the “Annual Report”), titled “Building a Brighter Future.” This report contains more information about our Company’s performance including our audited financial statements, as well as management’s discussion and analysis of the results of our operations and financial condition.
We look forward to seeing you on May 11, 2017. Thank you for your continued interest in and support of Avista.
Sincerely,
Scott L. Morris
Chairman of the Board,
President & Chief Executive Officer
1411 E. Mission Ave.
Spokane, Washington 99202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Avista will be held at the Company’s main office building auditorium on Thursday, May 11, 2017 at 8:15 a.m. Pacific Time. The purposes of the meeting are:
(1) | to elect ten directors identified in the accompanying proxy statement to serve until the 2018 Annual Meeting of Shareholders; |
(2) | to amend the Company’s Restated Articles of Incorporation (the “Articles”) to reduce certain shareholder approval requirements; |
(3) | to ratify the appointment of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”) as the Company’s independent registered public accounting firm for 2017; |
(4) | to hold an advisory(non-binding) vote on executive compensation; |
(5) | to hold an advisory(non-binding) vote on the frequency of advisory votes on executive compensation; and |
(6) | to transact other business that may come before the meeting or any adjournment or postponement thereof. |
If you are a holder of record of common stock at the close of business on March 10, 2017, the record date, then you are entitled to receive notice of, and to vote at, the Annual Meeting.
All shareholders are cordially invited to attend the meeting in person. Shareholders who cannot be present at the meeting are urged to vote and submit their proxies by mail, telephone, or through the Internet as promptly as possible. Please sign and date the proxy card and return it promptly or cast your vote via telephone or through the Internet in accordance with the instructions on the proxy card and/or proxy notice.
By Order of the Board,
Marian M. Durkin
Senior Vice President, General Counsel,
Corporate Secretary & Chief Compliance Officer
Spokane, Washington
March 31, 2017
THIS PROXY STATEMENT AND THE 2016 ANNUAL REPORT ARE AVAILABLE ON THE INTERNET ATHTTP://PROXYVOTE.COM
If you require special accommodations at the Annual Meeting due to a disability, please call our
Investor Relations Department at(509) 495-4203 by April 7, 2017.
AVISTA CORPORATION
1411 East Mission Avenue
Spokane, Washington 99202
PROXY STATEMENT
FOR THE ANNUAL MEETING
TO BE HELD ON MAY 12, 201611, 2017
Why am I receiving these materials and who is soliciting my vote?
The Board is soliciting your vote in connection with the Annual Meeting or at any adjournment or postponement thereof. The Company intends to mail this Proxy Statement and accompanying proxy card to shareholders on or about March 31, 2016.2017.
What is the purpose of the Annual Meeting?
The meeting will be the Company’s regular Annual Meeting. You will be voting on the following matters at the Annual Meeting:
(1) | Election of ten directors. |
(2) | Amendment of the Company’s Articles to reduce certain shareholder approval requirements. |
(3) | Ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for |
(4) | Advisory(non-binding) vote on executive compensation. |
(6) | Transaction of other business that may come before the meeting or any adjournment or postponement thereof. |
Our director nominees bring a balance of relevant skills to the boardroom as well as an effective mix of diversity and experience. The following graph shows a summary of the number of directors who have the listeddirector nominees’ core competencies:
Summary of Board Core Competencies | ||||||||||||||||||||||||||||||||||||||||||
ENVIRONMENTAL | 2 | |||||||||||||||||||||||||||||||||||||||||
ENTREPRENEUR/INNOVATION | 2 | |||||||||||||||||||||||||||||||||||||||||
REGIONAL BUSINESS CONNECTIONS | 8 | |||||||||||||||||||||||||||||||||||||||||
LEGAL | 3 | |||||||||||||||||||||||||||||||||||||||||
CUSTOMER SERVICE | 3 | |||||||||||||||||||||||||||||||||||||||||
ORGANIZATIONAL DEVELOPMENT/HR | 7 | |||||||||||||||||||||||||||||||||||||||||
CONSULTING | 4 | |||||||||||||||||||||||||||||||||||||||||
TECHNOLOGY | 3 | |||||||||||||||||||||||||||||||||||||||||
ENERGY/UTILITY INDUSTRY BACKGROUND | 4 | |||||||||||||||||||||||||||||||||||||||||
M&A | 5 | |||||||||||||||||||||||||||||||||||||||||
FINANCE / INVESTMENT BANKING | 2 | |||||||||||||||||||||||||||||||||||||||||
ACCOUNTING | 5 | |||||||||||||||||||||||||||||||||||||||||
FINANCIAL EXPERT/CFO | 3 | |||||||||||||||||||||||||||||||||||||||||
RISK OVERSIGHT / RISK MANAGEMENT | 7 | |||||||||||||||||||||||||||||||||||||||||
COO | 5 | |||||||||||||||||||||||||||||||||||||||||
CEO OF PUBLIC OR PRIVATE COMPANY | 7 | |||||||||||||||||||||||||||||||||||||||||
BOARD GOVERNANCE | 10 | |||||||||||||||||||||||||||||||||||||||||
TOTAL BOARD MEMBERS | 10 | |||||||||||||||||||||||||||||||||||||||||
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PROPOSAL 1—ELECTION OF DIRECTORS
Director since 2000
Mr. Anderson, age 57,58, has been Presidentthe CEO of WestRiver Management, LLCGroup since 2002. WestRiver is a private investment company that provides integrated capital solutions for the global innovation economy. He is theCo-Chairman and CEO of TopGolf, Inc. anTopgolf Entertainment Group, a global sports entertainment companycompany. He received the 2014 Ernst & Young Entrepreneur of the Year Award for his work at Topgolf. Mr. Anderson also serves on the Board of Singularity University, which is a benefit corporation that provides educational programs, innovative partnerships and Clario Medical, Inc., a SAAS based radiology process management company. Mr. Andersonstartup accelerator to help individuals and businesses. He is the founder of America’s Foundation for Chess, which serves 150,000 children in the United States with its First Move curriculum. He also serves on the Board for Play Magnus, an interactive chess application inspired by Magnus Carlsen, the reigning World Chess Champion. From 1998 to 2002, Mr. Anderson was CEO of Matthew G Norton Co., a private investment company. In addition, his experience includes tenuresbeing partner at the private equity firm of Frazier & Company, LP, and as Vice President at Goldman, Sachs & Co. He has extensive experience with finance matters including mergers and acquisitions, securities and debt offerings, and risk analysis. He holds a master’s and bachelor’s degree in Industrial Engineering from Stanford University and a bachelor’s degree (Cum Laude) in Management Engineering from Claremont McKenna College.
Director since 2000 | ||||
Ms. Blake, age | KRISTIANNE BLAKE Director since 2000 | |||
Avista | 9 |
PROPOSAL 1—ELECTION OF DIRECTORS
DONALD C. BURKE, CPA Director since 2011 | Mr. Burke, age |
as the treasurer and CFO of numerous mutual funds. Mr. Burke is the designated Audit Committee Financial Expert of the Board. He has extensive board experience, having served on the audit, compliance, governance & nominating, and contract review committees of various boards. He also serves on a number of nonprofit boards. | ||
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REBECCA A. KLEIN Director since 2010 | Ms. Klein, age | |||||
10 | Avista |
PROPOSAL 1—ELECTION OF DIRECTORS
Mr. Maw, age 49, has been executive vice president and CFO for Starbucks Coffee Company (“Starbucks”) since February 2014. He is responsible for that company’s Global Finance organization. Prior to that, he served as senior vice president of Corporate Finance for Starbucks where he was responsible for corporate finance, including accounting, tax and treasury. Mr. Maw also had oversight for all financial and securities-related regulatory filings. He joined Starbucks as global controller in 2011. Prior to joining Starbucks, Mr. Maw served as CFO of SeaBright Insurance Company from 2010 to 2011. From 2008 to February 2010 he served as CFO of the Consumer Banking division of JPMorgan Chase & Co., having held a similar position at Washington Mutual Bank (“WaMu”) prior to its receivership and subsequent acquisition by Chase. At Chase and WaMu, he was responsible for all finance and accounting functions for the retail branch networks of those banks. From 1994 to 2003, he served in various finance leadership positions at General Electric Company, including serving as CFO for GE Insurance Holdings, Inc. in London. Mr. Maw graduated from Gonzaga University with a B.A. in Accounting. Mr. Maw was recommended as a nominee by the Company’s Chief Executive Officer and by the Governance Committee based upon his finance expertise. | SCOTT H. MAW Director since 2016 | |||
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Mr. Morris, age |
on the boards of the Washington Roundtable, Greater Spokane Incorporated, Gonzaga University, Edison Electric Institute, American Gas Association, and the Federal Reserve Bank of San Francisco. He has served on a number of Spokanenon-profit and economic development Boards. Mr. Morris has extensive utility experience having spent his entire career in the industry. He brings to the Board a deep knowledge and understanding of the Company and its subsidiaries, having served in a number of management capacities throughout the Company, including | SCOTT L. MORRIS Director since 2007 |
Avista | 11 |
PROPOSAL 1—ELECTION OF DIRECTORS
MARC F. RACICOT Director since 2009 | Mr. Racicot, age |
General of Montana. During his tenure as Governor of Montana, as well as during his time in private practice, he was extensively involved in natural resource, environmental, permitting and energy issues affecting Montana and the nation. Mr. Racicot has served on a number of public company boards and presently chairs a board committee. | ||||||
HEIDI B. STANLEY Director since 2006 | Ms. Stanley, age | |||||
12 |
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PROPOSAL 1—ELECTION OF DIRECTORS
Director since 1985
Mr. Taylor, age |
Mr. Taylor is an attorney and has been a member of the Idaho State Bar since 1976. | ||||
Director since | ||||
Ms. Widmann, age | JANET D. WIDMANN Director since 2014 |
The Board recommends a vote “FOR” all director nominees. |
Avista | 13 |
The Board recommends a vote “FOR” all director nominees.
Corporate Governance Principles
The Board is responsible for management oversight and providing strategic guidance to the Company. The Board believes that it must continue to renew itself to ensure that its members understand the industry and the markets in which the Company operates. The Board also believes that it must remain well-informed about the positive and negative issues, problems, risks and challenges facing the Company so that the Board members can exercise their fiduciary responsibilities to the Company’s shareholders. The Board has adopted Governance Guidelines to address matters including qualification of directors, standards of independence for directors, election of directors, responsibilities and expectations of directors, and evaluation of Board and Committeecommittee performance. The Governance Guidelines are reviewed regularly and updated as necessary.
Board Leadership Structure
The Board does not have a policy as to whether the role of CEO should be separate from that of the Chairman, nor, if the roles are separate, whether the Chairman should be selected from the independent directors. The Board selects the Chairman in a manner that it determines to be in the best interests of the Company and its shareholders. This flexibility has allowed the Board to determine whether the role should be separated based on the individuals and the circumstances existing at that time. The Board believes that the Company has been well served by this leadership structure.
The positions of Chairman and CEO have not been separated, except on one occasion during 2000-2001. TheAnnually, the Board has examined the questions ofexamines its governance practices, including the separation of the positions of the Chairman and the CEO and the independence of the Chairman. The Board has concluded that it should not have a rigid policy as to these issues but, rather, should consider them, together with other relevant factors, to determine the right leadership structure. The Board believes that it needs to retain the ability to balance the independent Board structure with the flexibility to appoint as Chairman someone withhands-on knowledge of and experience in the operations of the Company. The Board periodically examines its governance practices, including the separation of the offices of Chairman and CEO. Currently, having a single person serve as Chairman and CEO continues to provide unified and responsible leadership and is currently considered the right form of leadership for the Company and the Board.
The Company is led by Mr. Morris, who has served as its Chairman, President and CEO since 2008. Given the issues facing the Company and the possible technological, regulatory and legislative changes that may occur in the industry, the Board believescontinues to believe that Mr. Morris provides strategic, operational, and technical expertise and context for the matters considered by the Board.
Duties of the Chairman
The Chairman’s duties include:
chairingChairing all meetings of the Board in a manner that effectively utilizes the Board’s time and which takes full advantage of the skills, expertise and experience that each director has to offer;
workingWorking with the Lead Director to establish schedules and agendas for Board meetings, with input from other directors and management;
providingProviding input to the Chair of the Governance Committee on new Board member candidates and the selection of the Board Committeecommittee members;
facilitatingFacilitating and encouraging constructive and useful communication between the Board and management;
togetherTogether with the Lead Director, recommending an agenda to the Board for its approval for each shareholder meeting;
providingProviding leadership to the Board in the establishment of positions that the Board should take on issues to come before shareholder meetings; and,
presidingPresiding at all shareholder meetings.
The Chairman is also responsible for ensuring that the Board is provided with full information on the condition of the Company, its businesses, the risks facing the Company and the environment in which it operates.
14 | Avista |
CORPORATE GOVERNANCE MATTERS
Lead Director
The Board has also established the position of an independent Lead Director. Mr. Kelly was elected on May 13, 2016, by the independent directors to serve as Lead Director.Director and Ms. Blake was elected to replace Mr. Kelly as Lead Director when he retires from the Board at the 2017 Annual Meeting. The Lead Director’s duties include:
maintainingMaintaining an active, positive and collaborative relationship with the Chairman and the CEO and keeping an open line of communication that provides for dissemination of information to the Board and discussion before actions are finalized;
servingServing as primary liaison between independent directors and the Chairman and CEO;
presidingPresiding at all meetings at which the Chairman is not present, including executive sessions of the independent directors held at each regularly scheduled Board meeting;
callingCalling meetings of the independent directors when necessary and appropriate; and,
workingWorking with the Chairman to set meeting schedules and agendas for the Board meetings, including soliciting input from the other independent directors on items for the Board agendas, to ensure that appropriate agenda items are included and that there is adequate time for discussion of these items.
The Lead Director is available for communications and consultation with major shareholders. The Company has a mechanism for shareholders to communicate with the Lead Director and independent directors as a group, or on an individual basis. (See “Communications with Shareholders” on page 23.17.)
Director Independence
The Board has been, and continues to be, a strong proponent of director independence. It is the policy of the Board that a majority of the directors be independent from management and that the Board not engage in transactions that would conflict with the best interests of the Company’s business.
The Company’s corporate governance structures and practices provide for a strong, independent Board and include several independent oversight mechanisms.
The Board is currently comprised of Mr. Morris and nine independent directors.
The Board has five independent Committees with separate independent Chairs.
All members of the Board Committeesare independent with the exception of Mr. Morris.
The Board believes this governance structure and these practices ensure that strong and independent directors will continue to effectively oversee the Company’s management and key issues related to its long-range business plans, long-range strategic issues, risks and integrity.
Independence determinations are made on an annual basis at the time the Board approves nominees for election at the next Annual Meeting and, if a director joins the Board between Annual Meetings, at such time. To assist in this determination, the Board adopted Categorical Standards for Independence of Directors (the “Categorical Standards”). As a result of this review, the Board has affirmatively determined that the directors nominated for election at the Annual Meeting are independent of the Company and its management with the exception of Mr. Morris, who is considered an inside director because of his employment as President and CEO of the Company.
Related Party Transactions
The Board recognizes that related party transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and, therefore, has adopted a Related Party Transaction Policy, which is followed in connection with all related party transactions involving the Company and specified related persons that include directors (including nominees) and executive officers, certain family members and certain shareholders, all as outlined in the applicable rules of the SEC. During its annual review, the Board considered whether there were any transactions or relationships between
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directors or any membermembers of their immediate familyfamilies (or any entity of which a director or an immediate family member is an executive officer, general partner, or significant equity holder) and members of the Company’s senior management or their affiliates that are inconsistent with a determination that the director is independent.
SEC rules require that the Company disclose any related party transaction in which the amount involved exceeds $120,000 in the last year. The Governance Committee has determined that the Company has no related party transactions that were reportable for 2015.
2016.
In making its determination, the Board considered that the Company and its subsidiaries in the ordinary course of business have during the last three years purchased products and services from companies at which some of our directors were officers, board members, or investors during 2015.2016. The Board specifically considered the following relationships, which it determined are immaterial to the director’s independence:
Ms. Stanley isco-owner and chair of the board of a company that hadhas for many years, commencing prior to the datetime Ms. Stanley became a director of the Company, sold, and continues to sell, hardware supplies to the Company inarm’s-length transactions. The amount paid to that company in 20152016 or in any of the prior three years did not exceed the threshold amount in the Categorical Standards.
Mr. Taylor is a board member of a corporation that owns and operates radio stations in Idaho, Washington and Oregon. In 2015,2016, the Company’s advertising agency purchased radio advertisements on some of those stations inarm’s-length transactions. The amount paid to that company in 20152016 or in any of the prior three years did not exceed the threshold amount in the Categorical Standards.
Board Meetings
The Board strongly encourages its members to attend all Board and Committeecommittee meetings and the Annual Meeting. The Board held five meetings in 2015.2016. The attendance at all Board and Committeecommittee meetings was 100%95%. All directors attended the prior year’s Annual Meeting and all but one of the directors are planning to attend the upcoming Annual Meeting.
Meetings of Independent Directors
The independent directors meet at each regularly scheduled Board meeting in an executive session without management present. The Lead Director chairs the executive sessions. The Lead Director establishes the agenda for each executive session, and also determines which, if any, other individuals, including members of management and independent advisors, should be available for each such meeting.
Board Risk Oversight
The Board plays an active role in the identification, oversight and management of the major risks affecting the Company. The Board’s risk oversight process includes receiving reports from members of corporate management on areas of material risk to the Company, including financial, utility regulatory, energy commodity, operational, compliance, technology, strategic and external mandate risks. The Board’s oversight is conducted primarily through the Committeescommittees of the Board as set out below in the description of each Committeecommittee and as set out in their charters, but the full Board retains responsibility for general oversight of risks. Management is responsible for theday-to-day management of risks, and the appropriate Company officer reports on risk to the appropriate Board Committeecommittee or to the full Board. For example, quarterly, the Director of Risk Management reports on the Company’s risk analysis
and risk management processes to the Audit Committee,Committee; quarterly, the Environmental, Technology & Operations Committee (“Environmental Committee”) reviews risks related to the Company’s operations,operations; and, annually, the Chief Financial Officer (“CFO”)CFO reports to the entire Board on the Company’s enterprise risk program and processes. When a Committeecommittee receives a report from management, the Chairchair of that Committeecommittee advises the full Board at its next meeting. This enables the Board and its Committeescommittees to coordinate risk oversight, particularly with respect to the interrelationships among various risks. The Annual Report contains a detailed discussion of the material risks to the Company’s business and the Company’s efforts to manage them.
CEO Succession Plan
Succession plans for our CEO and other officers are an important part of the Company’s long-term success, and the Company has in place a succession-planning process that reflects the Company’s long-term business strategy. The Compensation Committee conducts an annual review of the succession plans for our CEO and other executives of the Company and receives
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CORPORATE GOVERNANCE MATTERS
quarterly updates on the plans. Our CEO and the Compensation Committee review those succession plans annually with the full Board. The succession plans reflect the Board’s belief that the Company should regularly identify internal candidates for the CEO and other executive positions and that it should develop those candidates for consideration when a transition is planned or necessary. Accordingly, management has identified internal candidates in various phases of development and has implemented development plans to assure the candidates’ readiness. Those development plans identify the candidates’ strengths and weaknessesdevelopmental opportunities, and the Compensation Committee receives periodic updates and regularly reviews the candidates’ progress. In addition to internal development pools, to assure selection of the best candidate(s), the Company may recruit externally if such approach would better suit the Company’s strategic needs. The Compensation Committee believes that the Company’s succession planning process provides a good structure to assure that the Company will have qualified successors for its executive officers.
In order to have a fully comprehensive CEO succession plan in place, the Board adopted a Contingency CEO Succession Plan to outline the procedures for the temporary appointment of an interim CEO and an interim Chairman to avoid a vacancy in leadership that may occur because of an absence event due to death, illness, disability, or sudden departure of our CEO.
Director Orientation and Continuing Education
The Governance Committee and management are responsible for director orientation programs. Orientation programs are designed to familiarize new directors with the Company’s business strategies and polices. The Governance Committee is responsible for director continuing education. Continuing education programs for directors may include a combination of internally developed materials and presentations and programs presented by third parties, and include financialparties. Financial and administrative support is available to directors for attendance at academic or other independent programs.
Director Retirement Policy
Directors may not stand for election after age 72.
Code of Conduct
The Company has adopted a Code of Conduct that applies to all of our employees, including our CEO (the principal executive officer) and our CFO (the principal financial officer) as well asand the Board.
Information on Company Website
The Company’s Corporate Governance Guidelines, the Code of Conduct, Categorical Standards for Independence of Directors and the Related Party Transaction Policy are available on the Company’s website atwww.avistacorp.com. A written copy of any of these documents will be provided free of charge to any person upon request to the General Counsel’sCorporate Secretary’s office at 1411 East Mission Avenue, P.O. Box 3727(MSC-12), Spokane, Washington 99220.
Communications with Shareholders
Annually, the Company contacts a number of major shareholders to solicit information regardingdiscuss any issues of concern to the shareholders with respect to corporate governance and executive compensation. The Company willintends to continue to solicit shareholder input on issues of concern to them.
Shareholders and other interested parties may send correspondence to our Board or to any individual director to the Corporate Secretary’s office at 1411 East Mission Avenue, P.O. Box 3727 (MSC-10)(MSC-12), Spokane, Washington 99220. Concerns about accounting, internal accounting controls or auditing matters should be directed to the Chair of the Audit Committee at the same address. All communications will be forwarded to the person(s) to whom they are addressed, unless it is determined that the communication:
doesDoes not relate to the business or affairs of the Company or the functioning or constitution of the Board or any of its Committees;
relatesRelates to routine or insignificant matters that do not warrant the attention of the Board;
isIs an advertisement or other commercial solicitation or communication;
isIs frivolous or offensive; or
isIs otherwise not appropriate for delivery to directors.
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The director or directors who receive any such communication have discretion to determine whether the subject matter of the communication should be brought to the attention of the full Board or one or more of its Committeescommittees and whether any response to the person sending the communication is appropriate. Any such response will be made through the Company’s Corporate Secretary or General Counsel and only in accordance with the Company’s policies and procedures and applicable laws and regulations relating to the disclosure of information.
Information About the Board Committees
The Board has six standing Committees–committees—Audit Committee, Compensation Committee, Governance Committee, Finance Committee, Environmental Committee and Executive Committee. Each of these Committeescommittees is comprised solely of independent directors, with the exception of the Executive Committee, which is chaired by Mr. Morris. The Committees,committees, their membership during 2015,as of the end of 2016, and their principal responsibilities are described below.
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Each Committeecommittee of the Board has adopted a charter that has been approved by the Board. The charters are reviewed on a periodic basis and amendments are made as needed. Each Committeecommittee also performs an annual self-assessment relative to its purpose, duties, and responsibilities. The Committeecommittee charters are locatedavailable on the Company’s website atwww.avistacorp.com. A written copy of our Committeecommittee charters will be provided free of charge to any person upon request to the General Counsel’sCorporate Secretary’s office at 1411 East Mission Avenue, P.O. Box 3727(MSC-12), Spokane, Washington 99220.
Audit Committee—Assists the Board in overseeing the integrity of and the risks related to the Company’s financial statements, the Company’s compliance program, the qualifications and independence of the independent registered public accounting firm, and the performance of the Company’s internal audit function and independent registered public accounting firm. The Audit Committee also oversees the Company’s systems of internal controls regarding accounting, financial reporting, disclosure, compliance and ethics that management and the Board have established, including without limitation all internal controls established and maintained pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Audit Committee oversees the Company’s risk assessment and risk management processes. Only independent directors sit on the Audit Committee. The Board has determined that Mr. Burke is an “Audit Committee Financial Expert,” as defined in the SEC rules. Eight meetings were held in 2015.
Compensation Committee—Considers and approves, as well as oversees the risks associated with, compensation and benefits of executive officers of the Company. The Compensation Committee is also responsible for overseeing the organizational structure of the Company and succession planning for our CEO and executive officers.
For a discussion of the Company’s processes and procedures for the consideration and determination of executive officer compensation (including the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation) see the Compensation Discussion and Analysis (“CD&A”)&A starting on page 36.
29.
The Compensation Committee is composed entirely of independent directors, as defined by the rules of the NYSE, and within the Company’s Categorical Standards. In addition, the
Compensation Committee compliesis intended to comply with the “outside director” requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the “non-employee“non-employee director” requirements of Rule16b-3 under the Exchange Act.
Five meetings were held in 2015.
Governance Committee—Advises the Board on corporate governance matters and oversees the risks relating to such matters, including recommending guidelines for the composition and size of the Board and its committees, evaluating Board effectiveness and organizational structure and setting director compensation (see the section on Director Compensation on
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page 26)20). ThisThe Governance Committee also develops Board membership criteria and reviews potential director candidates. Recommendations for director nominees are presented to the full Board for approval. See Proposal 1—“Election of Directors” on page 8.6. Only independent directors sit on thisthe Governance Committee. Four meetings were held in 2015.
Environmental Committee—Assists the Board in overseeing risks associated with the Company’s business and operational risks, other than financial risks. This includes regulatory compliance, environmental compliance, energy resources, transmission and distribution operations, employee safety performance, corporate, cyber and physical security, business continuity and technology strategy. Only independent directors sit on thisthe Environmental Committee. Four meetings were held in 2015.
Finance Committee—Assists the Board in overseeing that corporate management has in place strategies, budgets, forecasts, and financial plans and programs, including adequate liquidity, to enable the Company to meet its goals and objectives and oversees the associated risks. The Finance Committee’s activities and recommendations include reviewing management’s qualitative and quantitative financial plans and objectives for both the short and long-term; approving strategies with appropriate action plans to help ensure that financial objectives are met; having in place a system to monitor progress toward financial goals, including monitoring commodity price and counterparty credit risk, as well as taking any necessary action; and overseeing and monitoring employee benefit plan investment performance and approving changes in investment policies, managers, and strategies. Only independent directors sit on thisthe Finance Committee. Four meetings were held in 2015.
Executive Committee—Has and may exercise, when the Board is not in session, all the powers of the Board that may be lawfully delegated, subject to such limitations as may be provided in the Bylaws, by resolutions of the Board, or by law. Generally, such action would only be taken to expedite Board authorization for certain corporate business matters when circumstances do not allow the time, or when it is otherwise not practicable, for the entire Board to meet. No meetings were held in 2015.
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Prior to September 1, 2015,August 17, 2016, directors who were not employees of the Company received an annual retainer of $125,000$140,000 with $50,000$65,000 of the total retainer to be paid in stock each year. Directors had the option of taking the remaining $75,000 in cash, stock or a combination of both cash and stock. The cash portion of the retainer is paid quarterly. The stock portion of the retainer is paid in May of each year. Directors were also paid $1,500 for each meeting of the Board or any Committeecommittee meeting of the Board. Directors who served as Board Committee Chairscommittee chairs received an additional $7,500 annual retainer, with the exception of the Audit Committee Chair, who received an additional $13,000 annual retainer and the Compensation Committee Chair, who received an additional $10,000 annual retainer. The Lead Director received an additional annual retainer of $20,000.
Each year, the Governance Committee reviews all components of director compensation. During 2015,2016, the Governance Committee engaged Meridian Compensation Partners LLC (“Meridian”) to assist in this review. The information provided by Meridian was used to compare the Company’s current director compensation with the director compensation of peer companies. The peer group included eighteen companies fromin the S&P 400 Utilities Index. This is the same peer group used to compare executive compensation.
Index (the “Director Peer Group”).
At its August 21, 201517, 2016 meeting, the Board reviewed studysurvey results from Meridian regarding current pay practices for director compensation. TheBased on the survey results, the Board approved an increase in the annual retainer of an additional $15,000,$5,000, effective September 1, 2015.2016. The total annual retainer is now $140,000$145,000 with $65,000$70,000 of the total retainer to be paid in stock each year. Directors will have the option of taking the remaining $75,000 in cash, stock or a combination of both cash and stock.
The committee chair retainers were also increased to the following amounts: the Compensation Committee Chair is now $12,500, Audit Committee Chair is now $15,000, Governance Committee Chair is now $10,000, Environmental Committee Chair is now $10,000 and the Finance Committee Chair Retainer is now $10,000.
Each director is entitled to reimbursement of reasonableout-of-pocket expenses incurred in connection with meetings of the Board or its Committeescommittees and related activities, including director education courses and materials. These expenses include travel to and from the meetings, as well as any expenses they incur while attending the meetings.
The Company has a minimum stock ownership expectation for all Board members. Outside directors are expected to achieve a minimum investment of five times the minimum portion of their equity retainer payable in Company common stock within five years of becoming a Board member, and retain at least that level of investment during his/her tenure as a Board member. SharesThe Company includes shares previously deferred under the former Non- EmployeeNon-Employee Director Stock Plan count for purposes ofwhen determining whether a director has achieved the ownership expectation. Directors are prohibited from engaging in short-sales or pledging or hedging the economic interest in their Company shares.
The ownership expectation illustrates the Board’s philosophy of the importance of stock ownership for directors to further strengthen the commonality of interest between the Board and shareholders. The Governance Committee annually reviews director holdings to determine whether they meet ownership expectations. All directors currently comply or are on target to comply based on their years of service completed on the Board.
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Directors are prohibited from engaging in short-sales, pledging, or hedging the economic interest in their Company shares.
DIRECTOR COMPENSATION
There were no annual stock option grants ornon-stock incentive plan compensation payments to directors for services in 20152016 and none are currently contemplated under the current compensation structure. The Company also does not provide a retirement plan or deferred compensation plan to its directors. The Company does not provide perquisites or other personal benefits to its Board members. Listed below is compensation paid to eachnon-employee director who served during any part of the 20152016 fiscal year.
Annual Retainer(1) | All Other Compensation ($)(2) | Total Compensation($) | ||||||||||||||
Director Name | Fees Earned or Paid in Cash($) | Director Compensation Paid in Stock($) | ||||||||||||||
Erik J. Anderson | $ | 103,537 | $ | 54,963 | $ | 158,500 | ||||||||||
Kristianne Blake | $ | 115,037 | $ | 54,963 | $ | 3,326 | $ | 173,326 | ||||||||
Donald C. Burke | $ | 102,037 | $ | 54,963 | $ | 157,000 | ||||||||||
John F. Kelly | $ | 125,037 | $ | 54,963 | $ | 180,000 | ||||||||||
Rebecca A. Klein (3) | $ | 82,523 | $ | 77,477 | $ | 160,000 | ||||||||||
Marc F. Racicot | $ | 96,037 | $ | 54,963 | $ | 151,000 | ||||||||||
Heidi B. Stanley | $ | 102,037 | $ | 54,963 | $ | 157,000 | ||||||||||
R. John Taylor | $ | 107,537 | $ | 54,963 | $ | 7,255 | $ | 169,755 | ||||||||
Janet Widmann | $ | 96,037 | $ | 54,963 | $ | 151,000 | ||||||||||
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Totals | $ | 929,819 | $ | 517,181 | $ | 10,581 | $ | 1,457,581 | ||||||||
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Annual Retainer | All Other Compensation ($)(2) | Total Compensation($) | ||||||||||||||
Director Name | Fees Earned or Paid in Cash($)(1) | Director Compensation Paid in Stock($)(1) | ||||||||||||||
Erik J. Anderson | $ | 104,372 | $ | 66,628 | $ | 171,000 | ||||||||||
Kristianne Blake | $ | 118,705 | $ | 66,628 | 3,452 | $ | 188,785 | |||||||||
Donald C. Burke | $ | 105,039 | $ | 66,628 | $ | 171,667 | ||||||||||
John F. Kelly | $ | 127,372 | $ | 66,628 | $ | 194,000 | ||||||||||
Rebecca A. Klein | $ | 105,872 | $ | 66,628 | $ | 172,500 | ||||||||||
Scott H. Maw | $ | 32,763 | $ | 28,737 | $ | 61,500 | ||||||||||
Marc F. Racicot | $ | 94,539 | $ | 66,628 | $ | 161,167 | ||||||||||
Heidi B. Stanley | $ | 103,538 | $ | 66,628 | $ | 170,166 | ||||||||||
R. John Taylor | $ | 109,871 | $ | 66,628 | $ | 7,530 | $ | 184,029 | ||||||||
Janet Widmann | $ | 96,039 | $ | 66,628 | $ | 162,667 | ||||||||||
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Totals | $ | 998,110 | $ | 628,389 | $ | 10,982 | $ | 1,637,481 | ||||||||
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Footnotes: |
(1) |
(2) | Amounts for Ms. Blake and Mr. Taylor include dividends paid on those shares that were deferred prior to December 31, 2004, under the formerNon-Employee Director Stock Plan. |
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2—PROPOSED AMENDMENT OF RESTATED ARTICLES OF INCORPORATION
TO REDUCE CERTAIN SHAREHOLDER APPROVAL REQUIREMENTS
What are you voting on? | The Board is proposing that the Company’s Articles be amended to reduce the shareholder approval requirement for specified matters from 80% of the total number of shares of common stock outstanding to a majority of such shares outstanding. | |||
Voting | The Board unanimously recommends a voteFOR Proposal 2 to reduce shareholder approval requirements and urges beneficial owners, if they are not the record holders, to instruct their brokers or other nominees to vote forProposal |
Background
Background
AtSince the 2012 2013, 2014 and 2015 Annual Meetings,Meeting, the Board has proposed amendments that would reduce the super majority shareholder approval requirements for certain matters, and at the 2011 Annual Meeting, the shareholders approved a shareholder resolution requesting that the Board take such action.matters. At the 2012 Annual Meeting, the shareholders approved amendments proposed by the Company that reduced the approval requirement for certain matters from 66 2/3% to a majority of the outstanding shares of common stock. At the same meeting, the shareholders were also asked to approve the proposed amendments that would have reduced the approval requirement for certain other matters from 80% of the shares of common stock outstanding to a majority of the shares outstanding. Those amendments had to be approved by holders of 80% of such shares but were approved by the holders of only 74.62% of such shares. In light of the high approval percentage, the Board determined to resubmit the proposal for consideration at the 2013, 2014, 2015 and 2016 Annual Meeting.Meetings. At that meeting,these Annual Meetings 73.81%, 70.79%, 68.79%, and 72.25%, respectively, of the holders of 73.81%the outstanding shares of such sharescommon stock approved the amendment, each of which was short of the 80% required to approve the amendment. TheAt the 2016 Annual Meeting, pursuant to a shareholder proposal, the shareholders were also asked to request the Board determined to resubmittake the steps necessary to amend the Articles and Bylaws to reduce certain shareholder approval requirements. This proposal again in 2014needed a majority vote to be approved and did receive enough votes to pass. As it has over the holders of 70.79% of such shares approved the amendment, which was again short of the 80% required to approve the amendment. The Board again determined to resubmit the proposal in 2015 and the holders of 68.79% of such shares approved the amendment, which was again short of the 80% required to approve the amendment. Given the continued high percentage of votes cast in favor of the proposal,past five years, the Board has determined, due to the high level of support for this proposal, to resubmit the proposal to reduce the 80% approval requirement to a majority approval requirement for consideration at the 20162017 Annual Meeting.
The Board believes the failure to obtain the required 80% approval at prior Annual Meetings is mainly due to the fact that brokers and other nominees are not permitted to vote on this proposal without instructions from the beneficial owners and that many beneficial owners simply failed to give their instructions on how to vote on the proposal.
80% Approval Requirement for Certain Amendments
The Articles provide that various provisions of the Articles may not be amended or repealed, and inconsistent provisions may not be included in the Articles or Bylaws, without the approval of the holders of 80% of the total number of shares of common stock outstanding, including:
theThe provisions regarding the number of directors, the filling of vacancies and the removal of directors by shareholders;
The provisions regarding the calling of special meetings of shareholders;
theThe “fair price” provision (described below);
The provisions regarding the adoption, alteration, amendment, change and repeal of the Bylaws of the Corporation;
theThe provisions of the Bylaws of the Corporation relating to procedures for the nomination of Directors; and,
eachEach provision requiring such 80% approval.
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PROPOSAL 2—PROPOSED AMENDMENT OF RESTATED ARTICLES OF INCORPORATION TO REDUCE CERTAIN SHAREHOLDER APPROVAL REQUIREMENTS
Proposal 2 would amend such provisions of the Articles to reduce such approval requirement to a majority of the outstanding shares of common stock, consistent with Washington law. Proposal 2 would also clarify that such provisions of the Articles do not impose any shareholder approval requirement in addition to the requirements, if any, of Washington law with respect to any such amendment or provision that is approved by the Board. If Proposal 2 is approved, the Board will amend provisions of the Company’s Bylaws that may be inconsistent therewith or no longer necessary.
Transactions with “Interested Shareholders”
The Articles require the approval of the holders of 80% of the total number of shares of common stock outstanding for asset sales, mergers and certain other transactions with an Interested Shareholder (generally, a holder of 10% of the outstanding shares of common stock) unless certain specified conditions are met. This provision, which is sometimes called a “fair price” provision, was approved by the shareholders in 1987 in order to afford protection against an unequal treatment to shareholders in the context of “two-tiered”“two-tiered” or “front-end“front-end loaded” tender offers.
Washington law requires the approval of the holders of at leasttwo-thirds of the outstanding shares of common stock for a sale of substantially all of the Company’s assets or for a merger of the Company into another entity; provided, however, that Washington law permits a lower approval standard to be contained in the Articles, so long as it is not less than a majority of all votes entitled to be cast. This lower standard was approved by the shareholders at the 2012 Annual Meeting with respect to other provisions of the Articles dealing with sales of assets and mergers. To be consistent with such other provisions, the Board proposalProposal 2 would amend the Articles to require the approval by the holders of a majority of the outstanding shares of common stock for asset sales, mergers and certain other transactions with an Interested Shareholder.
Approval of Proposal 2
Under the existing provisions of the Articles, as discussed above, and under Washington law, Proposal 2 would be approved upon the affirmative vote of the holders of 80% of the outstanding shares of common stock.
Recommendation of the Board
In light of the apparent views of the Company’s shareholders, as evidenced by the high approval percentage for this proposal at the 2012, 2013, 2014, 2015 and 20152016 Annual Meetings, the
Board has approved this Proposal 2 and believes the Articles should be amended as described above. Accordingly, the Board recommends that the shareholders approve Proposal 2, and urges beneficial owners, if they are not the record holders, to instruct their brokers or other nominees to vote for Proposal 2.
The text of the relevant portions of Article FIFTH, Article SEVENTH and Article EIGHTH of the Articles, as they would be amended if the proposal were adopted, is set forth in Appendix A to this proxy statement.
The Board recommends a vote “FOR” Proposal 2 to reduce shareholder approval requirements.
The Board recommends a vote “FOR” Proposal 2 to reduce shareholder approval requirements. |
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The Audit Committee operates under a written charter adopted by the Board that outlines its responsibilities and the practices it follows. The charter can be found on the Company’s website at www.avistacorp.com.www.avistacorp.com. The Audit Committee reviews and assesses the adequacy of its Charter at least annually, and, when appropriate, recommends changes to the Board.
The Audit Committee is composed ofnon-management directors who meet the independence and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Audit Committee recommended to the Board the designation of Donald C. Burke as the Audit Committee Financial Expert solely for the purposes of compliance with the rules and regulations of the SEC implementing Section 407 of the Sarbanes-Oxley Act. The Board approved such recommendation.
Primary Responsibilities and 20152016 Action Items
The Audit Committee assists the Board in fulfilling its responsibility for oversight of the Company’s systems of internal controls, including, without limitation, those established and maintained pursuant to the Exchange Act, as amended, and the Sarbanes-Oxley Act. The Audit Committee also assists the Board in overseeing the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the Company’s Code of Conduct, the Company’s enterprise risk management program and the independent auditor’s qualifications and independence. In addition the Audit Committee participates in external education sessions and educational sessions developed by management, at the request of the Audit Committee.
In 2015,2016, the Audit Committee held eightnine meetings. Meeting agendas are established by the Audit Committee’s Chair and the Director of Internal Audit. During 2015,2016, among other things, the Audit Committee:
Prior to the inclusion of the financial statements in the Quarterly Reports on Form10-Q filed with the SEC for each of the first three quarters of 2015,2016, reviewed the Company’s unaudited quarterly financial statements and management’s discussion and analysis of financial condition and results of operation and discussed them with
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Reviewed and discussed the Company’s audited financial statements and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 20152016, with management, which has primary responsibility for the financial statements, and with Deloitte, which is responsible as the Company’s independent registered public accounting firm for the audit of those statements. Based on its review and discussions, the Audit Committee recommended toapproved the Board thatinclusion of the Company’s audited financial statements be included in itsthe Company’s Annual Report on Form10-K for the year ended December 31, 2015,2016, for filing with the SEC. The Board approved the recommendation.
Reviewed Management’s Report on Internal Control Over Financial Reporting and the Auditor’s Report on the effectiveness of internal control over financial reporting.
Reviewed and discussed with Deloitte all communications required by generally accepted auditing standards, including those promulgated by the Public Company Accounting Oversight Board (“PCAOB”) and by the SEC and, with and without management present, discussed and reviewed the results of the independent auditor’s audit of the financial statements. The Audit Committee also discussed the results of the internal audit examinations, received and reviewed quarterly risk management reports, and received and reviewed annual compliance, technology and business continuity reports.
• | Reviewed and discussed with Deloitte all written communications required by the PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence.The Audit Committee also discussed with Deloitte its internal quality-control reviews and procedures, the results of its external reviews and inspections, and any relationships that |
Discussed with management, the internal auditors, and Deloitte, the quality and adequacy of the Company’s systems of internal controls, and the internal audit functions, responsibilities and staffing.
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AUDIT COMMITTEE REPORT
Reviewed the audit plans, audit scopes and identification of audit risks of the independent and internal auditors.
Reviewed the performance of the Company’s internal audit function.
Reviewed and approved Deloitte’s services and fees. The Audit Committee also reviewed and approved thenon-audit services performed by Deloitte and concluded that such services were consistent with the maintenance of independence.
After reviewing the performance of Deloitte, approved its reappointment in 20162017 as the Company’s independent registered public accounting firm.
Performed the mandated tasks included in its charter.
This report is provided by the following independent directors, who comprise the Audit Committee:
Kristianne Blake—Chair | Donald C. Burke | Heidi B. Stanley |
Avista | 25 |
3—RATIFICATION OF APPOINTMENT OF DELOITTE AS INDEPENDENT
AUDITOR FOR 20162017
What are you voting on? | We are asking our shareholders to ratify the selection of Deloitte as the independent auditor of our consolidated financial statements and our internal controls over financial reporting for | |||
Voting recommendation: | The Board unanimously recommends a voteFOR the ratification of the appointment of Deloitte as the independent auditor. |
The Audit Committee has sole authority andthe direct responsibility to hire, evaluate and, where appropriate, replace the Company’s independent auditors and, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation and general oversight of the work of the independent auditors. The Audit Committee has appointed Deloitte, as the Company’s independent registered public accounting firm, for continuing audit work in 2016. 2017.
Shareholder approval is not required for the appointment of Deloitte. However, the appointment is being submitted to shareholders for ratification. Should the shareholders fail to ratify the appointment of Deloitte, such failure (1) would have no effect on the validity of such appointment for 20162017 (given the difficulty and expense of changing the independent registered public accounting firmmid-way through a year) and (2) would be a factor to be taken into account, together with other relevant factors, by the Audit Committee and by the full Board in the selection and appointment of the independent registered public accounting firm for 20172018 (but would not necessarily be the determining factor).
Annual Evaluation and Selection of the Independent Auditors
The Audit Committee annually reviews Deloitte’s independence and performance in deciding whether to retain Deloitte or engage another independent auditor. In the course of these reviews, the Audit Committee considers, among other things:
Deloitte’s historical and recent performance on the Company’s audit.
Deloitte’s technical expertise and knowledge of the Company’s business and industry.
The quality and candor of Deloitte’s communications with the Audit Committee and management.
Deloitte’s independence.
The quality and efficiency of the services provided by Deloitte, including input from management on Deloitte’s performance and how effectively Deloitte demonstrated its independent judgment, objectivity and professional skepticism.
External data on audit quality and performance, including recent PCAOB reports on Deloitte and its peers.
The appropriateness of Deloitte’s fees for audit andnon-audit services.
Deloitte’s tenure as the Company’s independent auditor, including the benefits of having a long-tenured auditor.
The controls and processes that help ensure Deloitte’s independence.
Long Tenure Benefits
• | Higher audit quality. Through years of experience with Avista, Deloitte (including its predecessors) has gained institutional knowledge of and deep expertise regarding Avista’s operations and businesses, accounting policies and practices, and internal control over financial reporting. |
• | Efficient fee structure. Deloitte’s aggregate fees are competitive with peer companies because of Deloitte’s familiarity with our business. |
26 | Avista |
PROPOSAL 3—RATIFICATION OF APPOINTMENT OF DELOITTE AS INDEPENDENT AUDITOR FOR 2017
• | No onboarding or educating new auditor. Bringing on a new auditor requires a significant time commitment that could distract from management’s focus on financial reporting and internal controls. |
Independence Controls
• | Thorough Audit Committee oversight. The committee’s oversight includes |
• | Rigorous limits onnon-audit services. |
• | Strong internal Deloitte independence process. Deloitte conducts periodic internal quality reviews of its audit work, assesses the adequacy of partners and other personnel working on the Company’s account, and rotates the lead partner every five years. |
• | Strong regulatory framework. Deloitte, as an independent registered public accounting firm, is subject to PCAOB inspections, peer reviews, and PCAOB and SEC oversight. |
Based on this evaluation, the Audit Committee believes that Deloitte is independent and that it is in the best interests of Avista and our shareholders to retain it as our independent auditor for 2016.
Audit Fees and All Other Fees
The Audit Committee oversees the fees paid to Deloitte for audit andnon-audit services and receives periodic reports on the amount of fees paid. The aggregate fees for audit and other services provided by Deloitte in 20152016 and 20142015 were:
2015 | 2014 | |||||||
Audit Fees (a) | $ | 1,938,725 | $ | 1,939,850 | ||||
Audit-Related Fees (b) | 2,000 | 43,722 | ||||||
All Other Fees (c) | 10,155 | 173,405 | ||||||
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Total | $ | 1,950,880 | $ | 2,156,977 | ||||
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2016 | 2015 | |||||||
Audit Fees(a) | $ | 1,846,774 | $ | 1,938,725 | ||||
Audit-Related Fees(b) | 38,000 | 2,000 | ||||||
Tax Fees(c) | 20,598 | — | ||||||
All Other Fees(d) | 10,890 | 10,155 | ||||||
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Total | $ | 1,916,262 | $ | 1,950,880 | ||||
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Footnotes: |
(a) | Audit services performed in |
Audit of the Company’s annual consolidated financial statements and internal controls over financial reporting.
Reviews of the Company’s quarterly reports on Form10-Q.
Comfort letters, statutory and regulatory audits, consents, and other services related to SEC matters.
Audits of subsidiary financial statements.
(b) | Audit-related services performed in 2016 and 2015 consisted of agreed-upon |
(c) | Tax fees during 2016 for technical advice and tax planning. |
(d) | All other services performed in |
Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Auditors
The Audit Committee is required topre-approve the audit and permissiblenon-audit services to be performed. The Audit Committee has adopted what it terms its Audit andNon-Audit ServicesPre-Approval Policy (the “Policy”), which sets forth the procedures and conditions pursuant to which services proposed to be performed by the Company’s independent registered public accounting firm may bepre-approved. All services provided by Deloitte in 2016 and 2015 and 2014 werepre-approved in accordance with the Policy adopted by the Audit Committee.
The SEC’s rules establish two alternatives forpre-approving services provided by the independent registered public accounting firm. Engagements for proposed services may either be specificallypre-approved by the Audit Committee (specific
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PROPOSAL 3—RATIFICATION OF APPOINTMENT OF DELOITTE AS INDEPENDENT AUDITOR FOR 2017
pre-approval) or entered into pursuant to detailedpre-approval policies and procedures established by the Audit Committee, as long as in the latter circumstance the Audit Committee is informed on a timely basis of any engagement entered into on such basis (generalpre-approval). The Audit Committee
combined these two approaches in its Policy after concluding that doing so will result in an effective and efficient procedure topre-approve services to be performed by the Company’s independent registered public accounting firm.
As set forth in the Policy, except for those categories of services for which the Policy requires specificpre-approval, engagements may be entered into pursuant to generalpre-approvals established by the Audit Committee. The Audit Committee will periodically review and generallypre-approve the categories of services that may, as contemplated by the Policy, be provided by the Company’s independent registered public accounting firm without obtaining specificpre-approval from the Audit Committee, and will establish budgeted amounts for such categories. The Audit Committee may add to or subtract from the list of generalpre-approved services fromtime-to-time, based on subsequent determinations by the Audit Committee. Any generalpre-approval will be set forth in writing and included in the Audit Committee minutes. Unless an engagement of the independent auditor to provide a particular service is entered into pursuant to and in accordance with the Audit Committee’s generalpre-approval then in effect, the engagement will require specificpre-approval by the Audit Committee.
Proposed services exceedingpre-approved cost levels or budget amounts previously established by the Audit Committee will also require specificpre-approval by the Audit Committee.
The Audit Committee intends topre-approve services, whether specifically or pursuant to generalpre-approvals, only if the provision of such services is consistent with SEC and PCAOB rules on auditor independence and all other applicable laws and regulations. In rendering specific or generalpre-approvals, the Audit Committee will consider whether the independent registered public accounting firm’s provision of specific services, or categories of services, would be inconsistent with the independence of the auditor.
Hiring Restrictions for Deloitte Employees
The Audit Committee has adopted restrictions on the Company’s hiring of any Deloitte partner, director, manager, staff member, advising member of the department of professional practice, reviewing tax professional and any other individuals responsible for providing audit assurance on any aspect of Deloitte’s audit and review of the Company’s financial statements.
Other Information
The Company has been advised by Deloitte that neither the firm, nor any covered person of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries. A representative of Deloitte is expected to attend the 20162017 Annual Meeting with the opportunity to make a statement if he/she desires to do so, and is expected to be available to respond to appropriate questions.
Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the Annual Meeting.
The Board recommends a vote FOR the ratification of the appointment of Deloitte as the Independent Auditor. |
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The Board recommends a vote FOR the ratification of the appointment of Deloitte as the Independent Auditor.
COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
The purpose of thisThis CD&A is to provide materialprovides information about the compensation objectives and policies for our NEOs and to putputs in perspective the quantitative and narrative disclosures in the following compensation tables.tables included in this Proxy Statement. Our NEOs for 20152016 were:
Scott L. Morris, Chairman, President and CEO
Mark T. Thies, Sr. Vice President, CFO and Treasurer
Dennis P. Vermillion, Sr. Vice President, Environmental Compliance Officer (“ECO”) and President of Avista Utilities
Marian M. Durkin, Sr. Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer (“CCO”)
Karen S. Feltes, Sr. Vice President and Chief Human Resources Officer (“CHRO”) and Corporate Secretary
The CD&A also describes the following:
Our business results and the alignment between executive pay and Company performance;
Our decision-making process on compensation design and pay levels, including our compensation governance approach;
Our compensation philosophy and objectives; and
The elements of the Company’s executive compensation program.
Executive Summary
In 2015, our CEO and2016, the BoardCompensation Committee established performance goals for the Company based on input from the CEO and aligned the short-term and long-term incentive plans with those goals. A key element of these plans is that theyOur incentive arrangements allow us to focus on maintaining an attractive financial profile while creating long-term value for shareholders and customers.
As shownsummarized below, 2015 consolidated EPS was between threshold and target. Cost per customer and other operational goals were exceeded or met, which resulted in a short-term incentive payout of 88% of target. ROE exceeded the target established for our CEO’s performance-based RSUs, allowing a portion of his RSUs to vest. Finally, our three year TSR, determined on the basis of total appreciation for the period 2013-2015 with all dividends reinvested, ranked 73rd percentile relative to the S&P 400 Utilities Index, resulting in a payment of 130% of targeted performance share awards granted for that period.
2015 Executive Compensation Highlights
The compensation earned by our NEOs in 20152016 reflects our corporate performance for the fiscal year;year.
2016 Executive Compensation Highlights
The Compensation Committee approved base salary adjustments ranging from 2.5%1.0% to 5.0%6.2% for our NEOs based on market comparisons, its assessment of individual performance and other factors as discussed in more detail below;
Our 20152016 consolidated EPS performance exceeded thresholdtarget resulting in an annual cash incentive payment of 88%136% of target, which was 88%136% of base salary for our CEO and 53%82% of base salary for our other NEOs;
For our CEO, ourOur ROE exceeded the target; thereforeone-third of hisour CEO’s RSUs granted in 2013, 2014, 2015 and 20152016 and the associated dividend equivalents vested and were paid;
Our NEOs other than our CEO receivedone-third of their RSUs granted in each of 2013, 2014, 2015 and 2015,2016, along with the associated dividend equivalents. TheTheir RSUs are time-based, andone-third vest each year over a three-year period; and
The Company’s relative TSR over the 2014-2016 three-year performance period was above target performance resulting in a 130%119% of target payout, and the Company’s cumulative EPS over the same three-year performance period was above target performance resulting in a 162% of target payout, and our NEOs earned a payment with respect to their 2013-20152014-2016 performance share award and the associated dividend equivalents.
Business Results Impact Compensation
We establishThe Compensation Committee along with input from the CEO established target compensation for our NEOs at the beginning of each performance period. Actual pay varies above or below the target based on individual, organizational, and stock performance. Because a substantial portion of each NEO’s compensation is in the form of equity, our NEO’s actual compensation aligns closely with changes in the stock price.
We employ several quantitative criteria to assess the performance of our NEOs. Our objectives include achieving the EPS and ROE targets, exceeding TSR relative to our peers, reducing our
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
costs per customer, improving customer satisfaction, improving our response time to natural gas emergency calls, and improving reliability of service. The charts below illustrate the relationship between our 20152016 financial performance targets and our actual performance.
Recent Performance Results: Select Annual Incentive Plan Metrics
Recent Performance Results: Long-Term Incentive Plan Metrics
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
Chief Executive Officer: 2016 Target Compensation vs. Realized Compensation
The chart below illustrates the relationship between our 20152016 performance and our CEO’s 20152016 compensation.
Chief Executive Officer: 2015 Target Compensation vs. Realized Compensation
* | The target amount shown for our CEO’s RSUs represent the grant date fair value of the portion of the 2014, 2015 and 2016 awards |
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
Compensation Governance Practices
The Company highly values strong compensation governance practices. We believe our executive compensation practices align with our corporate values and provide a foundation for success. The governance practices that we employ, and those that we avoid, include:
Practices We Employ | Practices We Avoid | |
• Pay is closely • Undue risk is mitigated (see Risk Mitigation Overview on page • Stock ownership guidelines • A recoupment (i.e., clawback) policy is in place • Change-in-Control (“CIC”) severance requires a double trigger • Compensation Committee reviews NEO tally sheets annually • Compensation Committee is composed entirely of independent directors • Compensation Committee engages an independent compensation consultant • Compensation Committee regularly has executive sessions without management present | • We do not provide perquisites • We do not permit hedging or short sales of company stock • We do not permit pledging of company stock • We do not pay dividends or dividend equivalents on performance awards or RSUs until the awards are earned • We eliminated excise taxgross-ups for all new executives after November 13, 2009
• We no longer offer additional Supplemental Executive Retirement Plan (“SERP”) service credits as a recruitment tool for hiring executives |
20152016 Say on Pay Advisory Vote
At the May 20152016 Annual Meeting, shareholders expressed substantial support for the compensation of our NEOs, with an even higher percentage of support than the previous year, with approximately 94%96% of the votes cast for the Say on Pay advisory resolution approving our executive compensation. We view this outcome as a signal of strong shareholder support for our executive compensation philosophy, policies and practices. In addition to considering the Say on Pay advisory vote, our Senior Vice President CFO and Treasurer; Senior Vice President, CHRO and Corporate Secretary;CHRO; and Senior Vice President, General Counsel, Corporate Secretary and CCO proactively solicit input from shareholders regarding our governance and executive compensation programs. We believe this outreach to shareholders, together with our shareholders’ ability to contact us at any time to express specific views on executive compensation, fosters open dialogue to assure we maintain the consistency and credibility of the program.
Following the 20152016 Annual Meeting, we discussed our overall approach to executive compensation and governance and took into consideration feedback we received from meetings with various shareholders. Based on the feedback received and the results of the Say on Pay advisory vote, nowe did not make any significant changes were made during 20152016 to our overall approach to executive compensation and governance.
Decision Making Process
Role of the Compensation Committee
The Compensation Committee makes all compensation decisions regarding our CEO, our other NEOs and other executive officers, including the level of cash compensation and equity awards. Our CEO annually reviews each executive officer’s performance ratings as determined byfrom his or her direct manager and presents the ratings to the Compensation Committee for it to consider with respect to salary adjustments, annual incentive opportunity and annual equity award amounts.
Role of the Compensation Consultant
The Compensation Committee selects and retains an independent compensation consultant to support its oversight of our executive compensation programs. For 2015,2016, the Compensation Committee engaged Meridian Compensation Partners as its independent compensation consultant. Meridian provides to the Compensation Committee consulting services solely relating to
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
executive compensation and governance matters. In accordance with NYSE rules, the Compensation Committee determined that Meridian is independent and, further, that there were no conflicts of interest.
A representative of Meridian attended Compensation Committee meetings in 20152016 and advised the Compensation Committee on all principal aspects of executive compensation, including the competitiveness of program design and award values and specific analyses with respect to our executive officers.
The Compensation Committee determines the work to be performed by Meridian. Meridian works with our Senior Vice President/CHRO and her staff to gather data required in preparing Meridian’s analyses for Compensation Committee review, but does not otherwise provide anyreview. Any services or advice to management.management by Meridian are provided at the request of the Compensation Committee.
While it is necessary for Meridian to interactinteracts with management to gather information and obtain recommendations, but the Compensation Committee Chair determines if and when Meridian’s advice and materials can be shared with management. When important pay decisions are made, Meridian provides advice to the Compensation Committee in an executive session without Company management present. This approach ensures the Compensation Committee receives objective advice from Meridian so that the Compensation Committee may make independent decisions about executive pay.
Role of Management
While Meridian advises the Compensation Committee as to the amount and form of executive compensation for all executive officers including our CEO, and our CEO hasalso provides input on the recommendations to the Compensation Committee with respect to the compensation of all of our executive officers (other than with respect to compensation of the CEO).
At the request of the Compensation Committee, both the Senior Vice President, CHRO and our CEO regularly attend Compensation Committee meetings, excluding the executive sessions during which their respective compensation and other matters are discussed.
Risk Mitigation Overview
The Compensation Committee believes that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. In establishing pay practices for the Company, the Compensation Committee’s goal is to design a compensation structure that does not encourage inappropriate risk-taking by employees or executive officers. The following features of the compensation structure reflect this approach:
Short and long-term incentive payments are capped;
Annual cash incentive design balances key performance metrics that are focused on financial results and system sustainability over time;
The total compensation program does not guarantee bonuses and has multiple financial andnon-financial performance measures;
The Compensation Committee reviews both short-term and long-term financial scenarios to ensure the plan design does not encourage executives to take excessive risks but also does not discourage appropriate risks;
Stock ownership guidelines are in place to strengthen the alignment of the financial interests of executives with those of shareholders;
Officers are prohibited from engaging in short-sales, pledging, or hedging the economic interest in their Company shares; and
The Company maintains a formal recoupment (i.e., clawback) policy.
Elements of Compensation
Compensation Philosophy and Objectives
The Compensation Committee approves and implements a compensation program that focuses executives on the achievement of specific annual, long-term, and strategic goals that align executives’ interests with those of shareholders by rewarding performance that maintains and improves shareholder value. The Compensation Committee believes that the overall compensation of our senior executives should be weighted toward variable performance-based compensation. A significant portion of compensation is linked with goals related to specific items of corporate performance that are likely to produce long-term shareholder and customer value.
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
The charts below show the portion of target compensation that is variable and therefore is “at risk” for our CEO and the average for our other NEOs. Variable compensation includes: annual incentives, RSUs and performance shares. The charts also show the portion of target compensation for our CEO and the average target compensation for our other NEOs that is directly linked to share value. Share value, compensation includesincluding RSUs and performance shares.
Other NEOs Target Pay Mix | ||
Variable | 78 | % | Variable | 68 | % | |||||||
Linked to Share Value | 56 | % | Linked to Share Value | 49 | % |
Competitive Analysis and Peer Group
The Compensation Committee believes it is important to provide a compensation structure that is competitive with compensation paid to comparable executives of companies within the energy/utility industry to ensure the Company attracts and retains quality employees in key positions to lead the Company. To achieve this objective, the Compensation Committee works with Meridian to conduct an annual competitive review of its total compensation program for our CEO and other NEOs. Through the review process, the Compensation Committee generally targets overall total compensation levels (base, short-term incentive and long-term incentives) within the range that is 15% above or below the median of the peer group. Pay components for an NEO may be higher or lower than the median depending on an individual’s role, responsibilities, and performance within the Company. The Compensation Committee believes this target positioning is effective to attract and retain our executives.
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
The Compensation Committee annually compares each element of NEO total compensation against a peer group of publicly-traded companies within the energy/utility industry of similar revenue size and market capitalization. For 2015,2016, our NEO compensation was compared with market data, as disclosed in proxy statements, from a customized group of utilities (“Proxy Peer Group”). This group is designed to be representative of the Company’s business, size and competitive market for talent. All market data from the Proxy Peer Group was gathered from publicly available sources, including proxy statements, Form8-Ks, and Form 4s. The use of publicly disclosed data allows the Company to maintain a consistent peer group without being restricted by private survey participation, which varies year to year. For the Proxy Peer Group
in 2015,2016, the Compensation Committee used eighteen companies from the S&P 400Mid-Cap Utilities Index. The index group can change slightly from year to year due to changes in company size and weightings determined by S&P. There were no changes in the index group when the Compensation Committee conducted their annual review. The median revenues and market capitalization of the Proxy Peer Group were $2.4$2.5 billion and $4.4$3.4 billion, respectively. This compares with Avista’s revenues of $1.6$1.5 billion and market capitalization of $2.2$2.1 billion. The companies comprising the Proxy Peer Group were:
Alliant Energy Corporation | Hawaiian Electric Industries, Inc. | PNM Resources, Inc. | ||
Aqua America, Inc. | IDACORP, Inc. | Questar Corporation | ||
Atmos Energy Corporation | MDU Resources Group, Inc. | UGI Corporation | ||
Black Hills Corporation | National Fuel Gas Company | Vectren Corporation | ||
Cleco Corporation | ONE Gas, Inc. | Westar Energy, Inc. | ||
Great Plains Energy, Inc. | OGE Energy Corporation | WGL Holdings, Inc. |
As in prior years, for 20152016 the Compensation Committee also used the Willis Towers Watson Energy Services Executive Compensation database for additional compensation data on comparable diversified energy companies with revenues between $1 billion and $3 billion. The median revenues of the companies in the survey were $1.6$1.5 billion. The advantage of also considering survey information is that it provides competitive data for all of our executive officer positions. The Compensation Committee uses all of these sources of data to help it make informed decisions about market compensation practices.
Performance Management
The Compensation Committee believes in aligning pay with performance. As part of that alignment, all executives receive annual performance reviews conducted by their direct manager, and the Compensation Committee reviews theeach NEO’s performance ratings of each NEO.ratings. For each NEO, the Compensation Committee also reviews the results of the Company’s360-degree survey, which is a standardized performance survey conducted periodically on multiple leadership performance categories that includes feedback from peers within the Company, direct reports, and the NEO’s direct manager.
At the beginning of each calendar year, the Compensation Committee hasasks our CEO to develop specific performance targets and goals for his role based on strategic goals set by the Board. The Compensation Committee reviews and approves our CEO’s goals at its annual February meeting and presents thethose goals to the full Board for its information and review. The Compensation Committee quarterly reviews quarterly our CEO’s performance relative to his targets and provides quarterly status updates to the full Board. At the end of the year, the Compensation Committee reviews our CEO’syear-end results as part of its overall CEO annual performance review process.
Base Salary
Our NEOs are provided with an annual base salary to compensate them for services rendered during the year. The Compensation Committee reviews the base salary of all executive officers at least annually. The factors that influence the Compensation Committee’s decisions in setting the annual base salary for our NEOs include the market data provided by its consultant and each NEO’s job complexity, experience and breadth of knowledge in the utility and diversified energy industry. The Compensation Committee also considers each NEO’s
responsibilities, which may include electric and natural gas utility operations, as well as subsidiary operations, and recognizes that the Company operates in several states, thereby requiringwhich requires quality relationships and interaction with multiple regulatory agencies.
20152016 Base Salaries
In addition to considering the factors noted above, the Compensation Committee also reviews performance results from the prior year to determine how our CEO performed against specific targets and operational goals established at the beginning of the prior year. Our CEO’s annual performance goals for 20152016 were generally related to strategic planning, financial
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
performance, safety targets, diversified energy resource management, regulatory and legislative matters, succession planning, governance and customer value delivery. When reviewing the CEO’s base salary for 2015,2016, the Compensation Committee agreed that our CEO had met the established goals for 20142015 performance.
The Compensation Committee also reviewed performance ratings of each of the other NEOs to determine appropriate adjustments in base salary. The Compensation Committee noted that the market data provided by Meridian showed that the base salary for one of our NEOs, Dennis Vermillion, was below the market median and accordingly he received a slightly greater increase than the other NEOs. After the adjustments shown below, base salaries generally are within the range that is 15% above or below the median of the Proxy Peer Group. The table below outlines the changes to base salary in 20152016 for our NEOs.
2014 Salary | % Increase | 2015 Salary | 2015 Salary | % Increase | 2016 Salary | |||||||||||||||
S. L. Morris | $ | 750,000 | 4.0% | $780,000 | $ | 780,000 | 2.6 | % | $ | 800,000 | ||||||||||
M. T. Thies | $ | 398,000 | 2.5% | $408,000 | $ | 408,000 | 1.0 | % | $ | 412,080 | ||||||||||
D. P. Vermillion | $ | 358,500 | 5.0% | $376,500 | $ | 376,500 | 6.2 | % | $ | 400,000 | ||||||||||
M. M. Durkin | $ | 334,000 | 3.3% | $345,000 | $ | 345,000 | 3.5 | % | $ | 357,000 | ||||||||||
K. S. Feltes | $ | 300,000 | 3.7% | $311,000 | $ | 311,000 | 4.5 | % | $ | 325,000 |
20152016 Executive Officer Annual Cash Incentive
The 20152016 Executive Officer Annual Cash Incentive Plan (the “Cash Incentive Plan”) was designed to align the interests of our NEOs and senior management with both shareholder and customer interests to achieve overall positive financial and operational performance for the Company. The Cash Incentive Plan reflects these goals by having 60% of the total incentive opportunity tied to Consolidated EPS and the remaining 40% tied to key components of utility operation. Each metric is independent, which allows the Cash Incentive Plan to pay a portion of the award upon the attainment of one goal even if the other goals are not met.
The Cash Incentive Plan’s performance metrics are based on factors that are essential for the long-term success of the Company, and, with the exception of the EPS goal, are identical to performance metrics used in the Company’s annual cash incentive plan fornon-executive employees. The Compensation Committee believes that having similar metrics for both the Cash Incentive Plan and thenon-executive plan encourages employees at all levels of the Company to focus on common objectives.
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
The following chart shows the Cash Incentive Plan performance goals for each performance metric, the weighting of each metric, and the 20152016 actual results of each metric.
Metric | Weighting | Threshold | Target | Exceeds | Actual | 2015 Results | ||||||||||||||||||
Earnings Components | ||||||||||||||||||||||||
Consolidated EPS* | 60% | $ | 1.86 | $ | 1.96 | $ | 2.06 | $ | 1.97 | Met 68% | ||||||||||||||
Payout can vary 0%-167% based on performance level. |
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Utility Operations Components |
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Cost Per Customer* | 20% | $ | 378.44 | $ | 376.10 | $ | 368.71 | $ | 373.14 | Met 133% | ||||||||||||||
The Operating and Maintenance (O&M) cost is directly related to maintaining reliable, cost-effective service levels. Payouts can vary 0%-150% based on performance level. |
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Customer Satisfaction Rating | 8% | NA | 90% | NA | 96% | Met 100% | ||||||||||||||||||
This rating is derived from a Voice of the Customer survey conducted each quarter by an independent agency. The survey is used to track satisfaction levels of customers that have had recent contact with our call center or service center. This is a hit or miss target and the payout is either 100% or 0% based on achievement of objective. |
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Reliability Index | 8% | NA | 1.00 | NA | 1.00 | Met 100% | ||||||||||||||||||
This measure is derived from the combination of three indices that track average restoration time for sustained outages, average number of sustained outages per customer, and percent of customers experiencing more than three sustained outages during the year. This is a hit or miss target and the payout is either 100% or 0% based on achievement of objective. |
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Response Time | 4% | NA | 93% | NA | 96% | Met 100% | ||||||||||||||||||
This measures the percentage of time the Company responds within targeted time goals for dispatched natural gas emergency calls. This is a hit or miss target and the payout is either 100% or 0% based on achievement of objective. |
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Metric | Weighting | Threshold | Target | Exceeds | Actual | 2016 Results | ||||||||||||||||||
Earnings Components | ||||||||||||||||||||||||
Consolidated EPS* | 60 | % | $ | 1.96 | $ | 2.06 | $ | 2.16 | $ | 2.15 | Met 155 | % | ||||||||||||
Payout can vary0%-167% based on performance level. |
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Utility Operations Components |
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Cost Per Customer* | 20 | % | $ | 390.00 | $ | 387.22 | $ | 378.45 | $ | 385.39 | Met 117 | % | ||||||||||||
The Operating and Maintenance (O&M) cost is directly related to maintaining reliable, cost-effective service levels. Payouts can vary0%-150% based on performance level. |
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Customer Satisfaction Rating | 8 | % | NA | 90 | % | NA | 94 | % | Met 100 | % | ||||||||||||||
This rating is derived from a Voice of the Customer survey conducted each quarter by an independent agency. The survey is used to track satisfaction levels of customers that have had recent contact with our call center or service center. This is a hit or miss target and the payout is either 100% or 0% based on achievement of objective. |
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Reliability Index | 8 | % | NA | 1.00 | NA | 1.18 | Met 100 | % | ||||||||||||||||
This measure is derived from the combination of three indices that track average restoration time for sustained outages, average number of sustained outages per customer, and percent of customers experiencing more than three sustained outages during the year. This is a hit or miss target and the payout is either 100% or 0% based on achievement of objective. |
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Response Time | 4 | % | NA | <55 | NA | 39 | Met 100 | % | ||||||||||||||||
This measures how quickly the Company responds to dispatched natural gas emergency calls. This is a hit or miss target and the payout is either 100% or 0% based on achievement of objective. |
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Footnote: |
* | Payout levels are interpolated on a straight-line basis for results between the threshold performance level and the maximum level. |
The Compensation Committee sets target goals for these performance metrics that are rigorous, but reasonably achievable with strong management performance. Maximum performance levels were designed to be difficult to achieve given historical performance and the Company’s forecasted results at the time the performance metrics were approved. Over the last ten years, the actual performance results of the Plans have averaged 91%93% of target and ranged from a low of 15% of target to a high of 150% of target as shown in the chart below.
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
20152016 Executive Officer Annual Cash Incentive Target Award Opportunity
Individual annual cash incentive awards are set as a percentage of base salary. The Compensation Committee compares annual cash incentive opportunity levels against the Proxy Peer Group. As discussed previously, the Compensation Committee targets overall total compensation levels, which include base salaries, short-term incentives and long-term incentives within a range of 15% above or below the market median. For 2015,2016, the Compensation Committee maintained the target opportunity of 100% of base salary for the CEO and the target opportunity of 60% of base salary for all other NEOs,each NEO, which aligns with the range of 15% above or below the market median. The actual total amounts paid could increase (up to 150% of target) or decrease (as low as 0% of target) depending on the Company’s actual performance.
20152016 Results for the Executive Officer’s Annual Cash Incentive Plan
After the end of the year, the Compensation Committee assesses the performance of the Company against each Plan objective, comparing the actualyear-end results to thepre-determined threshold, target, and exceeds levels for each objective, and an overall percentage amount for meeting the objectives is calculated and audited. The results also are reviewed by the Finance Committee.
Based on this review, at its February 20162017 meeting, the Compensation Committee determined that the Company satisfiedexceeded the thresholdtarget performance level for Consolidated EPS. The Company’s actual 2015 consolidated EPS was higher, but the Compensation Committee exercised negative discretion as permitted by Code Section 162(m), to reduce consolidated EPS by excluding the effect of a valuation allowance adjustment. Although this resulted in a lower cash incentive plan payment, the Compensation Committee felt that the reduction was appropriate because the adjustment was related to the discontinued operations of a subsidiary. The Company exceeded the target performance level for O&M Cost Per Customer and met the targets for all threenon-financial metrics: customer satisfaction, reliability, and response time. The actual performance result of the 20152016 executive officer’s annual cash incentive plan
was 88%136% of target. As a result, and at the same meeting, the Compensation Committee authorized payment of cash incentives equal to 88%136% of base salary (88%(136% of 100%) for our CEO, and 53%82% of base salary (88%(136% of 60%) for all other NEOs.
Long-Term Equity Compensation
The Compensation Committee believes that equity-based compensation is the most effective way to create a long-term link between shareholder returns and the compensation provided to NEOs and other key management. This program encourages participants to focus on long-term Company performance and provides an opportunity for executive officers and designated key employees to maintain ownership in the Company through grants of Company stock that can be earned based on either service or performance, and sometimes both, over a three-year cycle. Through the use of long-term performance awards and RSUs, the Company can compensate executives for sustained increases in the Company’s stock performance, as well as long-term growth relative to its peer group for the relevant cycle.
The Company’s current Long-Term Incentive Plan (“LTIP”) authorizes various types of equity awards. As with all the components of executive compensation, the Compensation Committee determines all material aspects of the long-term incentive awards—who receives an award, the form of the award, the amount of the award, the timing of the award, as well as any other aspect of the award it may deem material. For 2015,2016, our program continued to be heavily weighted toward “performance-based” equity awards, 75% of the value being granted in the form of performance shares and 25% being granted in the form of RSUs that vest based on continued service.
When deciding grant amounts, the Compensation Committee considers competitive market data and which executives have the greatest ability to influence overall Company performance. In addition, and as previously discussed, the Compensation Committee targets overall total compensation levels, which include base salaries, short-term incentives and long-term incentives within a range of 15% above or below the median of the Proxy Peer Group.
Awards are generally granted each year at the February Compensation Committee meeting and the granting of awards areis not coordinated with the release of materialnon-public information.
Performance-Based Equity Awards
Our performance-based equity awards are designed to provide a direct link to the long-term interests of shareholders by assuring that shares will be paid only if the Company attains specified performance levels. In previous years, vesting of performance-based equity awards were 100% contingent on the Company’s TSR performance relative to our peers over a three-year period. In 2014, the Compensation Committee added cumulative EPS (“CEPS”) to the mix and maintained this design in 2015. In 2015, 2016,two-thirds of the awards arewere contingent on TSR relative to our peers andone-third is was measured by our CEPScumulative EPS (“CEPS”) over a three-year period. In 2015,2016, the Compensation Committee considered market data
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
provided by Meridian regarding the total compensation levels for our CEO and all other NEO’s to the market median of the Proxy Peer Group. AdjustmentsNo adjustments were made to the target valuenumber of performance shares granted to our NEOs to better alignin keeping with the Company’s stated pay philosophy and to account for the increase in share price since 2014.
philosophy.
The peer group for TSR performance purposes consists of all companies comprising the S&P 400Mid-Cap Utilities Index, the Proxy Peer Group as discussed previously, as of January 1 in the first year of the three-year performance cycle. Throughout the course of the performance cycle, companies may be added or dropped from the index by S&P due to mergers or other activities. At the end of the cycle, new companies that were added to the index are included in the rankings as if they had been in the ranking from the beginning, provided there is sufficient trading history to include them in the final calculation. When a company is dropped from the index, everything related to the company is excluded as if it were never in the index. The amount of the payment with respect to any award is determined at the end of the three-year performance cycle based on the Company’s percentilerate-of-return ranking compared to that of the companies in the S&P 400Mid-Cap Utilities Index, and is payable at the Compensation Committee’s discretion in cash, shares of Company common stock, or a combination of both. Dividend equivalents on performance awards are accumulated and paid upon vesting if the awards vest and are paid based on performance. If the Company’s relative TSR over the three-year performance period is below the threshold performance required to earn the award, then the accumulated dividends are forfeited as well.
The second performance metric, CEPS, aligns with current competitive practices within the peer group based on market data provided by the Compensation Committee’s consultant. Each year the Compensation Committee reviews and establishes a threshold, target, and maximum performance level for CEPS. The CEPSCompensation Committee seeks to establish performance awardslevels that assure the goals are earned if the Company’s CEPS grows more than 3% over the three-year performance period (compounded annually), and the maximum award is earned if the Company’s CEPS grows at 6% over the period. CEPS is fully diluted earnings per share determined in accordance with generally accepted accounting principles.realistic enough to be achievable yet difficult enough to incentivize outstanding performance. The amount of the payment with respect to any award is determined at the end of the three-year performance cycle based on the Company’s compounded growth,earnings, and is payable at the Compensation Committee’s discretion in cash, shares of Company common stock, or a combination of both. Dividend equivalents on performance awards are accumulated and paid upon vesting if the awards vest and are paid based on performance. If the Company’s CEPS over the three-year performance period is below the threshold performance required to earn the award, then the accumulated dividends are forfeited as well.
Range of Award Opportunity for Performance Shares
Each year, the Compensation Committee approves a grant of performance shares at target to each NEO that vest over a three-year performance cycle based on achievingpre-determined performance goals. The number of performance shares that may be earned at the end of the cycle can range from 0% to 200% of the target number of performance shares granted, depending upon the level of performance.
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
Individual grant amounts are set at the beginning of each year. The Compensation Committee compares long-term incentive opportunity levels against the Proxy Peer Group. As discussed previously, the Compensation Committee targets overall total compensation levels that include base salaries, short-term incentives and long-term incentives within a range of 15% above or below the market median. The table below shows the changes made to the target number of performance share grants in 20152016 for the 20152016 through 20172018 performance period for our NEOs. As discussed previously, no adjustments were made to the number of performance shares granted to our NEOs to account for the increaseleveling in our share price. In 2015, Karen Feltes received aone-time grant of additional shares which was adjusted back to the normal level grant in 2016.
2014 Grant(#) | % Change | 2015 Grant(#) | 2015 Grant(#) | % Change | 2016 Grant(#) | |||||||||||||||||||
S. L. Morris | 45,300 | (12.0%) | 39,845 | 39,845 | 0 | % | 39,845 | |||||||||||||||||
M. T. Thies | 14,400 | (12.0%) | 12,665 | 12,665 | 0 | % | 12,665 | |||||||||||||||||
D. P. Vermillion | 11,625 | 11.0% | 12,900 | 12,900 | 0 | % | 12,900 | |||||||||||||||||
M. M. Durkin | 11,250 | (12.0%) | 9,895 | 9,895 | 0 | % | 9,895 | |||||||||||||||||
K. S. Feltes | 11,250 | (10.2%) | 10,097 | 10,097 | (2.0 | %) | 9,895 |
Two-thirds of the awards are contingent on TSR relative to our peers andone-third is measured by our CEPS over a three-year period. The table below outlines the target number of performance share grants in 20152016 split between the two performance metrics.
Relative TSR | Cumulative EPS | 2015 Grant(#) | Relative TSR | Cumulative EPS | 2016 Grant(#) | |||||||||||||||||||
S. L. Morris | 26,565 | 13,280 | 39,845 | 26,565 | 13,280 | 39,845 | ||||||||||||||||||
M. T. Thies | 8,445 | 4,220 | 12,665 | 8,445 | 4,220 | 12,665 | ||||||||||||||||||
D. P. Vermillion | 8,600 | 4,300 | 12,900 | 8,600 | 4,300 | 12,900 | ||||||||||||||||||
M. M. Durkin | 6,595 | 3,300 | 9,895 | 6,595 | 3,300 | 9,895 | ||||||||||||||||||
K. S. Feltes | 6,725 | 3,372 | 10,097 | 6,595 | 3,300 | 9,895 |
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
The following graphs represent the relationship between the Company’s performance targets and the award opportunity.
2013-20152014-2016 Performance Shares Settlement
For performance shares linked to the Company’s TSR and granted in 20132014 for the performance period ending December 31, 2015,2016, the Compensation Committee held a special meeting on January 8, 20169, 2017, to review, certify, and settle the issuance of shares to executive officers. The Company’s TSR was 66%63% during the three-year performance cycle, which placed the Company at the 7365rdth percentile among the S&P 400Mid-Cap Utilities Index. Based on these results, our CEO and our other NEOs earned 130%119% of the performance share awards granted in 2013.2014. Accrued cash dividend equivalents were paid out on performance shares covered by the 20132014 grant.
Realized Value Received | ||||||||||||||||
NEO | Performance Share Awards | |||||||||||||||
# | Value | Dividend Equivalents | Total Realized Value | |||||||||||||
S. L. Morris | 55,250 | $ | 1,939,828 | $ | 210,503 | $ | 2,150,330 | |||||||||
M. T. Thies | 15,600 | $ | 547,716 | $ | 59,436 | $ | 607,152 | |||||||||
D. P. Vermillion | 16,250 | $ | 570,538 | $ | 61,913 | $ | 632,450 | |||||||||
M. M. Durkin | 15,600 | $ | 547,716 | $ | 59,436 | $ | 607,152 | |||||||||
K. S. Feltes | 15,600 | $ | 547,716 | $ | 59,436 | $ | 607,152 |
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
For performance shares linked to the Company’s CEPS and granted in 2014 for the performance period ending December 31, 2016, the Compensation Committee reviewed, certified and settled the issuance of shares to executive officers at its February 2017 meeting. The Company’s CEPS grew more than 4.5% over the three-year performance period (compounded annually). Based on these results, our CEO and our other NEOs earned 162% of the performance share awards granted in 2014. Accrued cash dividend equivalents were paid out on performance shares covered by the 2014 grant.
Realized Value Received | ||||||||||||||||||||
Performance Share Awards | ||||||||||||||||||||
NEO | TSR # | CEPS # | Value | Dividend Equivalents | Total Realized Value | |||||||||||||||
S. L. Morris | 35,938 | 24,462 | $ | 2,342,131 | $ | 239,184 | $ | 2,581,315 | ||||||||||||
M. T. Thies | 11,424 | 7,776 | $ | 744,518 | $ | 76,032 | $ | 820,550 | ||||||||||||
D. P. Vermillion | 9,223 | 6,278 | $ | 601,082 | $ | 61,384 | $ | 662,466 | ||||||||||||
M. M. Durkin | 8,925 | 6,075 | $ | 581,655 | $ | 59,400 | $ | 641,055 | ||||||||||||
K. S. Feltes | 8,925 | 6,075 | $ | 581,655 | $ | 59,400 | $ | 641,055 |
Restricted Stock Units
The Company awards RSUs to improve retention and link compensation to the value of the Company common stock. For all NEOs and other executive officers other than our CEO, the vesting of RSUs is time-based, and the RSUs vest and shares are issued in three equal annual increments, provided the executive remains employed by the Company on the last day of each year of the three-year period. Dividend equivalents on time-based RSUs accrue and are paid in cash if and when the underlying RSUs vest. If the related RSUs are forfeited, the accrued cash dividends are also forfeited.
Individual grant amounts are set at the beginning of each year. The Compensation Committee compares long-term incentive opportunity levels against the Proxy Peer Group. As discussed previously, the Compensation Committee targets overall total compensation levels that include base salaries, short-term incentives and long-term incentives within a range of 15% above or below the market median. The table below shows the changes made to the target number of RSU grants in 20152016 for the 20152016 through 20172018 vesting period for our NEOs. As discussed previously, no adjustments were made to the number of RSUs granted to our NEOs to account for the increaseleveling in our share price. In 2015, Karen Feltes received aone-time grant of additional shares which was adjusted back to the normal level grant in 2016.
2014 Grant(#) | % Change | 2015 Grant(#) | ||||||||||
S. L. Morris | 15,100 | (12.0 | %) | 13,280 | ||||||||
M. T. Thies | 4,800 | (12.0 | %) | 4,220 | ||||||||
D. P. Vermillion | 3,875 | 11.0 | % | 4,300 | ||||||||
M. M. Durkin | 3,750 | (12.0 | %) | 3,300 | ||||||||
K. S. Feltes | 3,750 | (10.1 | %) | 3,372 |
S. L. Morris M. T. Thies D. P. Vermillion M. M. Durkin K. S. Feltes 2015 Grant(#) %
Change 2016 Grant(#) 13,280 0 % 13,280 4,220 0 % 4,220 4,300 0 % 4,300 3,300 0 % 3,300 3,372 (2.0 %) 3,300
For our CEO, the RSUs vest and shares are issued in three equal annual increments provided our CEO remains employed by the Company on the last day of each year of the three-year period and the Company has attained the performance target. In order for any annual portion of our CEO’s RSUs to vest, the Company’s ROE for the year must exceed a hurdle rate equal to the Company’s weighted average cost of debt. Dividend equivalents accrue on the unvested RSUs and, if the performance target is met, the dividend equivalents are paid in cash at the same time that the underlying RSUs vest and are issued in shares. If the Company does not achieve the minimum ROE performance target for the year, no shares or dividend equivalents are earned by our CEO.
Using a weighted average cost of debt, the Compensation Committee determined early in 20152016 that a 5.54%5.41% ROE hurdle rate was appropriate for 2015.2016. For 2015,2016, we achieved an ROE of 8.17%8.58% and the hurdle rate was met; therefore,one-third of our CEO’s RSUs granted during each of 2013, 2014, 2015 and 20152016 vested and shares were issued along with the associated cash dividend equivalents.
Realized Value Received | ||||||||||||||||
NEO | Restricted Stock Units | Total Realized Value | ||||||||||||||
# | Value | Dividend Equivalents | ||||||||||||||
S. L. Morris | 13,493 | $ | 507,202 | $ | 36,140 | $ | 543,342 | |||||||||
M. T. Thies | 4,007 | $ | 140,445 | $ | 11,114 | $ | 151,560 | |||||||||
D. P. Vermillion | 3,759 | $ | 131,753 | $ | 10,449 | $ | 142,202 | |||||||||
M. M. Durkin | 3,350 | $ | 117,418 | $ | 8,976 | $ | 126,394 | |||||||||
K. S. Feltes | 3,374 | $ | 118,259 | $ | 9,071 | $ | 127,330 |
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
The following chart shows the value realized by our CEO because the Company achieved the 2016 hurdle rate and by our other NEOs for the RSUs granted in 2014 for the 2014-2016 period:
Realized Value Received | ||||||||||||||||
Restricted Stock Units | Total Realized Value | |||||||||||||||
NEO | # | Value | Dividend Equivalents | |||||||||||||
S. L. Morris | 13,887 | $ | 533,539 | $ | 37,217 | $ | 570,756 | |||||||||
M. T. Thies | 4,414 | $ | 175,280 | $ | 11,827 | $ | 187,107 | |||||||||
D. P. Vermillion | 4,158 | $ | 165,114 | $ | 11,586 | $ | 176,700 | |||||||||
M. M. Durkin | 3,450 | $ | 137,000 | $ | 9,248 | $ | 146,247 | |||||||||
K. S. Feltes | 3,474 | $ | 137,953 | $ | 9,313 | $ | 147,266 |
Perquisites
The Company does not provide any perquisites or personal benefits to our CEO or any other NEO.
Other Benefits
The majority of regular employees, including our NEOs, are eligible for the Company’s defined benefit plan, the Company’s 401(k) plan, health and dental coverage, Company-paid term life insurance, disability insurance, paid time off and paid holidays.
The Company’s retirement plan provides a traditional retirement benefit based on employees’ compensation and years of credited service. Earnings credited for retirement purposes represent the final average annual base salary of the employee for the highest 36 consecutive months during the last 120 months of service with the Company.
Supplemental Executive Retirement Plan
In addition to the Company’s retirement plan for all employees, the Company provides additional pension benefits through the SERP to the Company’s executive officers. Details of the SERP benefits and the amounts accrued by each NEO are found in the Pension Benefits section on page 63.52.
The Compensation Committee believes the pension plans and the SERP are an important part of our NEOs compensation. These plans are market competitive within the energy/utility industry and serve a critically important role in the retention of senior executives. The benefits increase each year these executives remain employed, thereby encouraging our most senior executives to remain employed and continue their work on behalf of shareholders.
Executive Deferred Compensation
The Company also maintains an Executive Deferred Compensation Plan (the “EDC Plan”). Each NEO may voluntarily participate in this EDC Plan on the same terms and conditions as all other eligible employees who reach a set compensation level. This EDC Plan is competitive in the market and provides eligible employees and executives with atax-efficient savings method. Additional information about this EDC Plan, including 20152016 contributions andyear-end account balances, can be found in theNon-Qualified Deferred Compensation Plan table on page 64.53.
Company Self-Funded Death Benefit Plan
To provide death benefits to beneficiaries of executive officers who die during their term of office, the Company maintains an executive death benefit plan that will provide an executive officer’s designated beneficiary with a lump sum payment equal to twice the executive officer’s final annual base salary, payable within 30 days of the executive’s death. Prior to January 1, 2008, the plan continued to provide the death benefit to the beneficiaries of executives who died after retirement. Effective January 1, 2008, the post-retirement death benefit was eliminated for any individual who became an executive officer after that date. Individuals who were executive officers prior to January 1, 2008 continue to be eligible for the post-retirement death benefit. For an officer who is eligible for the post-retirement death benefit, in the event of his or her death after retirement, the designated beneficiary will receive a lump sum equal to twice the retired executive officer’s total annual pension benefit. Death benefits are paid from the general assets of the Company. The present value of this benefit for each NEO can be found in the Potential Payment Upon Termination or Change in Control (“CIC”) Tables starting on page 65.54.
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
Supplemental Executive Disability Plan
The Supplemental Executive Disability Plan provides benefits to the Company’s executive officers who become disabled during employment. The plan provides a benefit equal to 60% of the executive officer’s annual salary at the date of disability reduced by the aggregate amount, if any, of disability benefits provided for under the Company’s Long-Term Disability Plan for employees, workers’ compensation benefits, and any benefit payable under provisions of the Federal Social Security Act. Benefits will be payable until the earlier of the executive officer’s date of retirement or age 65. The present value of this benefit for each NEO can be found in the Potential Payment Upon Termination or Change in Control Tables on page 65.54.
Change in Control and Severance Benefits
The Compensation Committee believes it is in the interest of shareholders to provide severance to our executive officers in the event of a CIC, thereby reducing the inherent
conflict of our executive officers pursuing a transaction that may result in their personal job loss. In 2015, none of the executive officers were eligible for any severance benefits, except for termination in connection with a CIC. The Company offers noNo CIC agreements that provide cash severance benefits in excess of three times base salary and bonus. The Company’s CIC agreements all have double triggers that provide for a severance payment only upon the occurrence of both a CIC and qualified termination.
Additional information regarding the CIC agreements, including definitions of key terms and a quantification of benefits that would have been received by our NEOs had termination occurred on December 31, 2015,2016, due to a CIC, is found in the Potential Payment Upon Termination or Change in Control Tables on page 65.
54.
CIC agreements entered into on or after November 13, 2009, do not provide for excise taxgross-ups. CIC agreements entered into before that date containgross-ups, but thegross-up provisions have been modified to eliminate thegross-up payment if the golden parachute excise tax imposed by Code Sections 280G and 4999 could be avoided by reducing an executive’s total CIC payments (other than thegross-up) by 10% or less.
Internal Revenue Code Section 162(m) (“Code”)
Code Section 162(m) limits the tax deduction that a publicly held corporation may take with respect to annual compensation in excess of $1 million for any fiscal year paid to certain executive officers. As defined by the Code, theThe $1 million limit does not apply to compensation that qualifies as “performance-based” compensation.compensation, as defined by the Code. When consistent with the Company’s compensation philosophy and objectives, the Compensation Committee structures its compensation plans so that the related compensation expense may be deductible for tax purposes. However, in light of the need to maintain flexibility in administering our executive compensation program, the Compensation Committee retains discretion to recommend to the Board executive compensation that may not be deductible.
Compensation Governance Matters
Recoupment Policy
The Compensation Committee believes that if the Company is required to prepare an accounting restatement as a result of misconduct or a material error, incentive payouts based on the original results should be revised. Therefore, the Board has adopted a formal recoupment policy applicable to incentive compensation awards. The policy authorizes the Company to recover incentive payouts if those payouts are based on performance results that are subsequently revised or restated to levels that would have produced payouts lower than the original incentive plan payouts. If misconduct or material error results in a restatement of financial results, the Compensation Committee may recommend that the Board either require forfeiture of incentive awards or seek to recover appropriate portions of the executive officer’s compensation for the relevant period, in addition to other disciplinary actions that might be appropriate based on the circumstances. The Board, in its discretion, would determine when the need for a recoupment is triggered, to whom the recoupment would apply and the recoupment mechanism.
Stock Ownership Guidelines
The Board has implemented a stock ownership policyguidelines for the Company’s executive officers. The policy requiresguidelines require executive officers to own shares and achieve set ownership levels based on a formula designated as a multiple of salary within a target timeframe of five years from their employment date or date of promotion, as described within the program guidelines. TheIn previous years, the value for each executive’s ownership level is based onwas determined using the closing stock price as reported on the day on which the Compensation Committee holdsheld a special meeting to review, certify, and settle the issuance of shares to executive officers.executives. At its August 2016 meeting, the Compensation Committee revised the methodology used to value each executive’s ownership level to the average closing share price over the prior calendar year. This methodology aligns with current competitive practices within the peer group based on market data provided by the Compensation Committee’s consultant.
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COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
The objectives of our stock ownership policyguidelines are to:
Strengthen alignment of the executives’ financial interests with those of shareholders;
Enhance executive long-term perspective and focus on shareholder value growth;
Reinforce “pay at risk” philosophy and provide an additional basis for sharing in Company success or failure as reflected in shareholder returns; and
Align Company practice with corporate governance best practices.
The specific ownership requirementstargets and certain other components of the policyguidelines are as follows:
Requirement | Ownership Definition | Retention Requirement | ||
• CEO—5 times salary • SVPs—2.5 times salary • VPs—1 times salary | • Direct holding and family holdings • Shares held in 401(k) • Shares held in Executive Deferred Compensation Account • Unvested time-based RSUs | Officers must retain 50% of the net shares received upon restricted stock release or issuance of performance shares earned until |
Annually in February, the Compensation Committee reviews the ownership levels to assure adherence to the guidelines. In 2016,2017, the Compensation Committee conducted its annual review to assess that each officer was at or moving toward the required ownership level for his or her position. Although several officers had not yet met the required ownership level, after review, the Compensation Committee determined that those officers were making appropriate progress toward the required level.
Anti-Hedging Policy
The anti-hedging policy in the Company’s insider trading policy expressly prohibits all directors, NEOs, and other officers from engaging in a short sale,short-sales or pledging or hedging the economic interest in the Company shares they hold.
Compensation Committee Report
The Compensation Committee of the Board has reviewed and discussed the CD&A with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in the Company’s Annual Report on Form10-K and in this proxy statement.
Members of the Compensation & Organization Committee of the Board
John Taylor—Chair | Rebecca Klein | John Kelly | Scott Maw | Heidi Stanley |
Compensation Committee Interlocks and Insider Participation
There are no “Compensation Committee interlocks” or “insider participation” relationships that SEC regulations or NYSE listing standards would require to be disclosed in this proxy statement.
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Summary Compensation Table—20152016
Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total Compensation ($) | ||||||||||||||||||||||||
S. L. Morris | 2015 | $ | 804,231 | $ | 1,945,304 | $ | 704,170 | $ | 176,319 | $ | 11,925 | $ | 3,641,949 | |||||||||||||||||||
Chairman, | 2014 | $ | 747,114 | $ | 191,506 | $ | 1,540,351 | $ | 1,120,642 | $ | 1,613,380 | $ | 238,340 | $ | 5,451,333 | |||||||||||||||||
President & CEO | 2013 | $ | 723,461 | $ | 1,305,334 | $ | 813,894 | $ | 0 | $ | 53,255 | $ | 2,895,944 | |||||||||||||||||||
M. T. Thies | 2015 | $ | 421,769 | $ | 618,285 | $ | 221,576 | $ | 97,970 | $ | 15,900 | $ | 1,375,501 | |||||||||||||||||||
Sr. Vice President, | 2014 | $ | 396,462 | $ | 153,127 | $ | 489,648 | $ | 356,806 | $ | 211,017 | $ | 61,474 | $ | 1,668,534 | |||||||||||||||||
CFO & Treasurer | 2013 | $ | 386,538 | $ | 357,720 | $ | 289,904 | $ | 29,911 | $ | 15,300 | $ | 1,079,373 | |||||||||||||||||||
D. P. Vermillion | 2015 | $ | 387,520 | $ | 629,821 | $ | 203,583 | $ | 162,606 | $ | 14,850 | $ | 1,398,380 | |||||||||||||||||||
Sr. Vice President | 2014 | $ | 357,251 | $ | 395,289 | $ | 321,517 | $ | 671,920 | $ | 14,850 | $ | 1,760,827 | |||||||||||||||||||
& ECO | 2013 | $ | 344,309 | $ | 371,974 | $ | 258,231 | $ | 0 | $ | 14,429 | $ | 988,943 | |||||||||||||||||||
M. M. Durkin | 2015 | $ | 356,155 | $ | 483,169 | $ | 187,106 | $ | 144,278 | $ | 11,925 | $ | 1,182,633 | |||||||||||||||||||
Sr. Vice President, | 2014 | $ | 330,347 | $ | 121,127 | $ | 382,538 | $ | 297,304 | $ | 281,334 | $ | 57,574 | $ | 1,470,224 | |||||||||||||||||
General Counsel & CCO | 2013 | $ | 314,037 | $ | 357,720 | $ | 235,528 | $ | 46,781 | $ | 11,475 | $ | 965,541 | |||||||||||||||||||
K. S. Feltes | 2015 | $ | 320,845 | $ | 493,205 | $ | 168,556 | $ | 170,254 | $ | 11,925 | $ | 1,164,785 | |||||||||||||||||||
Sr. Vice President, CHRO | 2014 | $ | 297,115 | $ | 104,127 | $ | 382,538 | $ | 267,396 | $ | 411,178 | $ | 57,574 | $ | 1,519,928 | |||||||||||||||||
& Corporate Secretary | 2013 | $ | 282,308 | $ | 357,720 | $ | 211,731 | $ | 20,422 | $ | 11,475 | $ | 883,656 |
Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total Compensation ($) | ||||||||||||||||||||||||
S. L. Morris | 2016 | $ | 796,922 | $ | 1,878,223 | $ | 1,086,642 | $ | 723,970 | $ | 11,925 | $ | 4,497,682 | |||||||||||||||||||
Chairman, | 2015 | $ | 804,231 | $ | 1,945,304 | $ | 704,170 | $ | 176,319 | $ | 11,925 | $ | 3,641,949 | |||||||||||||||||||
President & CEO | 2014 | $ | 747,114 | $ | 191,506 | $ | 1,540,351 | $ | 1,120,642 | $ | 1,613,380 | $ | 238,340 | $ | 5,451,333 | |||||||||||||||||
M. T. Thies | 2016 | $ | 411,452 | $ | 596,958 | $ | 336,620 | $ | 186,415 | $ | 15,900 | $ | 1,547,345 | |||||||||||||||||||
Sr. Vice President, | 2015 | $ | 421,769 | $ | 618,285 | $ | 221,576 | $ | 97,970 | $ | 15,900 | $ | 1,375,501 | |||||||||||||||||||
CFO & Treasurer | 2014 | $ | 396,462 | $ | 153,127 | $ | 489,648 | $ | 356,806 | $ | 211,017 | $ | 61,474 | $ | 1,668,534 | |||||||||||||||||
D. P. Vermillion | 2016 | $ | 396,384 | $ | 608,106 | $ | 324,293 | $ | 486,562 | $ | 15,000 | $ | 1,830,345 | |||||||||||||||||||
Sr. Vice President | 2015 | $ | 387,520 | $ | 629,821 | $ | 203,583 | $ | 162,606 | $ | 14,850 | $ | 1,398,380 | |||||||||||||||||||
& ECO | 2014 | $ | 357,251 | $ | 395,289 | $ | 321,517 | $ | 671,920 | $ | 14,850 | $ | 1,760,827 | |||||||||||||||||||
M. M. Durkin | 2016 | $ | 355,155 | $ | 466,520 | $ | 290,562 | $ | 213,817 | $ | 11,925 | $ | 1,337,979 | |||||||||||||||||||
Sr. Vice President, | 2015 | $ | 356,155 | $ | 483,169 | $ | 187,106 | $ | 144,278 | $ | 11,925 | $ | 1,182,633 | |||||||||||||||||||
General Counsel, Corporate Secretary & CCO | 2014 | $ | 330,347 | $ | 121,127 | $ | 382,538 | $ | 297,304 | $ | 281,334 | $ | 57,574 | $ | 1,470,224 | |||||||||||||||||
K. S. Feltes | 2016 | $ | 322,846 | $ | 466,520 | $ | 264,130 | $ | 322,985 | $ | 11,925 | $ | 1,388,406 | |||||||||||||||||||
Sr. Vice President & | 2015 | $ | 320,845 | $ | 493,205 | $ | 168,556 | $ | 170,254 | $ | 11,925 | $ | 1,164,785 | |||||||||||||||||||
CHRO | 2014 | $ | 297,115 | $ | 104,127 | $ | 382,538 | $ | 267,396 | $ | 411,178 | $ | 57,574 | $ | 1,519,928 | |||||||||||||||||
Footnotes: |
(1) | Amounts earned in the applicable year; includes regular pay, paidtime-off and holiday pay. |
(2) | Values shown represent the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 “Compensation—Stock Compensation” for RSUs and performance share awards granted in each of the years reported. Assumptions used in the calculation of these amounts are included in Note 1 of the Company’s audited financial statements for the year ended December 31, |
(3) | Amounts shown represent the annual short-term cash incentive awards paid in |
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(4) | Any increase in the present value of the accrued pension benefit at normal retirement age (the earliest age at which retirement benefits may be received by the NEO without any reduction in benefits) for any NEO between December 31, |
(5) | Includes employer matching contributions under both the EDC Plan and the Investment and Employee Stock Ownership Plan (the “401(k) plan”). The Company makes matching contributions on behalf of all its employees who make regular contributions of their wages, salary, cash incentive, and overtime to the 401(k) plan during the plan year. The Company matching contribution to the 401(k) plan is equal to $0.75 for every $1.00 of regular employee contributions up to a maximum 6% of compensation fornon-union employees hired prior to January 1, 2006. Fornon-union employees hired after that date, the Company matching contribution is equal to $1.00 for every $1.00 of regular employee contributions up to a maximum of 6% of compensation. The Company matching contribution under the EDC Plan is equal to $0.75 for every $1.00 contributed up to a |
maximum of 6% of the executive’s base pay less the maximum contribution allowed under the 401(k) plan assuming the participant has contributed the maximum allowed by law. Amounts shown in the All Other Compensation column for |
Name | EDC Plan Company Match | 401(k) plan Company Match | Total All Other Compensation | EDC Plan Company Match | 401(k) plan Company Match | Total All Other Compensation | ||||||||||||||||||
S. L. Morris | $ | 11,925 | $ | 11,925 | $ | 11,925 | $ | 11,925 | ||||||||||||||||
M. T. Thies | $ | 15,900 | $ | 15,900 | $ | 15,900 | $ | 15,900 | ||||||||||||||||
D. P. Vermillion | $ | 2,925 | $ | 11,925 | $ | 14,850 | $ | 3,075 | $ | 11,925 | $ | 15,000 | ||||||||||||
M. M. Durkin | $ | 11,925 | $ | 11,925 | $ | 11,925 | $ | 11,925 | ||||||||||||||||
K. S. Feltes | $ | 11,925 | $ | 11,925 | $ | 11,925 | $ | 11,925 |
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Grants of Plan-Based Awards—20152016
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | |||||||||||||||||||||||||||||||||
Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||
S. L. Morris | ||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/05/15 | $ | 468,000 | $ | 780,000 | $ | 1,170,000 | |||||||||||||||||||||||||||||
Performance Award | 02/05/15 | 15,938 | 39,845 | 79,690 | $1,450,358 | |||||||||||||||||||||||||||||||
Restricted Stock Units (4) | 02/05/15 | 13,280 | 13,280 | $ 494,946 | ||||||||||||||||||||||||||||||||
M. T. Thies | ||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/05/15 | $ | 146,880 | $ | 244,800 | $ | 367,200 | |||||||||||||||||||||||||||||
Performance Award | 02/05/15 | 5,066 | 12,665 | �� | 25,330 | $ 461,006 | ||||||||||||||||||||||||||||||
Restricted Stock Units | 02/05/15 | 4,220 | $ 157,279 | |||||||||||||||||||||||||||||||||
D. P. Vermillion | ||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/05/15 | $ | 135,540 | $ | 225,900 | $ | 338,850 | |||||||||||||||||||||||||||||
Performance Award | 02/05/15 | 5,160 | 12,900 | 25,800 | $ 469,560 | |||||||||||||||||||||||||||||||
Restricted Stock Units | 02/05/15 | 4,300 | $ 160,261 | |||||||||||||||||||||||||||||||||
M. M. Durkin | ||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/05/15 | $ | 124,200 | $ | 207,000 | $ | 310,500 | |||||||||||||||||||||||||||||
Performance Award | 02/05/15 | 3,958 | 9,895 | 19,790 | $ 360,178 | |||||||||||||||||||||||||||||||
Restricted Stock Units | 02/05/15 | 3,300 | $ 122,991 | |||||||||||||||||||||||||||||||||
K. S. Feltes | ||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/05/15 | $ | 111,960 | $ | 186,600 | $ | 279,900 | |||||||||||||||||||||||||||||
Performance Award | 02/05/15 | 4,039 | 10,097 | 20,194 | $ 367,531 | |||||||||||||||||||||||||||||||
Restricted Stock Units | 02/05/15 | 3,372 | $ 125,674 |
Estimated Possible Payouts |
Estimated Future Payouts Under | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | |||||||||||||||||||||||||||||||||||||
Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||
S. L. Morris | ||||||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/04/16 | $ | 480,000 | $ | 800,000 | $ | 1,200,000 | |||||||||||||||||||||||||||||||||
Performance Award(6) | 02/04/16 | 10,626 | 26,565 | 53,130 | $ | 879,833 | ||||||||||||||||||||||||||||||||||
Performance Award | 02/04/16 | 5,312 | 13,280 | 26,560 | $ | 499,195 | ||||||||||||||||||||||||||||||||||
Restricted Stock Units(4) | 02/04/16 | 13,280 | 13,280 | $ | 499,195 | |||||||||||||||||||||||||||||||||||
M. T. Thies | ||||||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/04/16 | $ | 148,349 | $ | 247,248 | $ | 370,872 | |||||||||||||||||||||||||||||||||
Performance Award(6) | 02/04/16 | 3,378 | 8,445 | 16,890 | $ | 279,698 | ||||||||||||||||||||||||||||||||||
Performance Award | 02/04/16 | 1,688 | 4,220 | 8,440 | $ | 158,630 | ||||||||||||||||||||||||||||||||||
Restricted Stock Units | 02/04/16 | 4,220 | $ | 158,630 | ||||||||||||||||||||||||||||||||||||
D. P. Vermillion | ||||||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/04/16 | $ | 144,000 | $ | 240,000 | $ | 360,000 | |||||||||||||||||||||||||||||||||
Performance Award(6) | 02/04/16 | 3,440 | 8,600 | 17,200 | $ | 284,832 | ||||||||||||||||||||||||||||||||||
Performance Award | 02/04/16 | 1,720 | 4,300 | 8,600 | $ | 161,637 | ||||||||||||||||||||||||||||||||||
Restricted Stock Units | 02/04/16 | 4,300 | $ | 161,637 | ||||||||||||||||||||||||||||||||||||
M. M. Durkin | ||||||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/04/16 | $ | 128,520 | $ | 214,200 | $ | 321,300 | |||||||||||||||||||||||||||||||||
Performance Award(6) | 02/04/16 | 2,638 | 6,595 | 13,190 | $ | 218,426 | ||||||||||||||||||||||||||||||||||
Performance Award | 02/04/16 | 1,320 | 3,300 | 6,600 | $ | 124,047 | ||||||||||||||||||||||||||||||||||
Restricted Stock Units | 02/04/16 | 3,300 | $ | 124,047 | ||||||||||||||||||||||||||||||||||||
K. S. Feltes | ||||||||||||||||||||||||||||||||||||||||
Annual Cash Award | 02/04/16 | $ | 117,000 | $ | 195,000 | $ | 292,500 | |||||||||||||||||||||||||||||||||
Performance Award(6) | 02/04/16 | 2,638 | 6,595 | 13,190 | $ | 218,426 | ||||||||||||||||||||||||||||||||||
Performance Award | 02/04/16 | 1,320 | 3,300 | 6,600 | $ | 124,047 | ||||||||||||||||||||||||||||||||||
Restricted Stock Units | 02/04/16 | 3,300 | $ | 124,047 | ||||||||||||||||||||||||||||||||||||
Footnotes: |
(1) | The grant date is the date the Compensation Committee and/or the Board approves the grant of performance share awards, RSUs ornon-equity incentive awards. |
(2) | Potential annual cash incentive awards granted to NEOs for |
(3) | Performance share awards are granted under the LTIP and vest over a three-year period. The number of shares earned at the end of the three-year performance period depends on the level of performance achieved. See the CD&A for further explanation. |
(4) | In |
(5) | In |
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of the vesting period. Dividend equivalents accrue on |
the unvested RSUs and are paid in cash at the same time the underlying RSUs vest. Therefore, if an NEO’s employment ends prior to the last day of the vesting period, no RSUs or dividend equivalents are |
(6) | The amounts shown for the grant date fair value of the target number of performance share awards tied to TSR were calculated in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 1 of the Company’s audited financial statements for the year ended December 31, |
Employment Agreements
We currently do not have employment agreements with our NEOs, with the exception of Ms. Durkin and Mr. Thies. Please refer to the “Pension Benefits” Table on page 6352 for a discussion of the provisions that relate to the grant of additional vesting service credit for pension purposes, and to the “Potential Payments Uponupon Termination or Change in Control” discussion on page 65,53, for a discussion of the change in control provisions.
Outstanding Equity Awards atYear-End—2015 (1)2016(1)
Name | Date of Grant | Stock Awards | ||||||||||||||||||
Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have not Vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(4) | |||||||||||||||||
S. L. Morris | 02/06/2014 | 45,300 | $ | 3,204,522 | ||||||||||||||||
S. L. Morris | 02/06/2014 | 5,033 | $ | 178,017 | ||||||||||||||||
S. L. Morris | 02/05/2015 | 39,845 | $ | 2,818,635 | ||||||||||||||||
S. L. Morris | 02/05/2015 | 8,853 | $ | 313,131 | ||||||||||||||||
M. T. Thies | 02/06/2014 | 14,400 | $ | 1,018,656 | ||||||||||||||||
M. T. Thies | 02/06/2014 | 1,600 | $ | 56,592 | ||||||||||||||||
M. T. Thies | 02/05/2015 | 12,665 | $ | 895,922 | ||||||||||||||||
M. T. Thies | 02/05/2015 | 2,813 | $ | 99,496 | ||||||||||||||||
D. P. Vermillion | 02/06/2014 | 11,625 | $ | 822,353 | ||||||||||||||||
D. P. Vermillion | 02/06/2014 | 1,291 | $ | 45,663 | ||||||||||||||||
D. P. Vermillion | 02/05/2015 | 12,900 | $ | 912,546 | ||||||||||||||||
D. P. Vermillion | 02/05/2015 | 2,866 | $ | 101,370 | ||||||||||||||||
M. M. Durkin | 02/06/2014 | 11,250 | $ | 795,825 | ||||||||||||||||
M. M. Durkin | 02/06/2014 | 1,250 | $ | 44,213 | ||||||||||||||||
M. M. Durkin | 02/05/2015 | 9,895 | $ | 699,972 | ||||||||||||||||
M. M. Durkin | 02/05/2015 | 2,200 | $ | 77,814 | ||||||||||||||||
K. S. Feltes | 02/06/2014 | 11,250 | $ | 795,825 | ||||||||||||||||
K. S. Feltes | 02/06/2014 | 1,250 | $ | 44,213 | ||||||||||||||||
K. S. Feltes | 02/05/2015 | 10,097 | $ | 714,262 | ||||||||||||||||
K. S. Feltes | 02/05/2015 | 2,248 | $ | 79,512 |
Name | Date of Grant | Stock Awards | ||||||||||||||||
Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have not Vested(4) |
Equity | |||||||||||||||
S. L. Morris | 02/05/2015 | 39,845 | $ | 3,186,803 | ||||||||||||||
S. L. Morris | 02/05/2015 | 4,426 | $ | 176,996 | ||||||||||||||
S. L. Morris | 02/04/2016 | 39,845 | $ | 1,593,402 | ||||||||||||||
S. L. Morris | 02/04/2016 | 8,853 | $ | 354,031 | ||||||||||||||
M. T. Thies | 02/05/2015 | 12,665 | $ | 1,012,947 | ||||||||||||||
M. T. Thies | 02/05/2015 | 1,406 | $ | 56,226 | ||||||||||||||
M. T. Thies | 02/04/2016 | 12,665 | $ | 506,473 | ||||||||||||||
M. T. Thies | 02/04/2016 | 2,813 | $ | 112,492 | ||||||||||||||
D. P. Vermillion | 02/05/2015 | 12,900 | $ | 1,031,742 | ||||||||||||||
D. P. Vermillion | 02/05/2015 | 1,433 | $ | 57,306 | ||||||||||||||
D. P. Vermillion | 02/04/2016 | 12,900 | $ | 515,871 | ||||||||||||||
D. P. Vermillion | 02/04/2016 | 2,866 | $ | 114,611 | ||||||||||||||
M. M. Durkin | 02/05/2015 | 9,895 | $ | 791,402 | ||||||||||||||
M. M. Durkin | 02/05/2015 | 1,100 | $ | 43,989 | ||||||||||||||
M. M. Durkin | 02/04/2016 | 9,895 | $ | 395,701 | ||||||||||||||
M. M. Durkin | 02/04/2016 | 2,200 | $ | 87,978 | ||||||||||||||
K. S. Feltes | 02/05/2015 | 10,097 | $ | 807,558 | ||||||||||||||
K. S. Feltes | 02/05/2015 | 1,124 | $ | 44,949 | ||||||||||||||
K. S. Feltes | 02/04/2016 | 9,895 | $ | 395,701 | ||||||||||||||
K. S. Feltes | 02/04/2016 | 2,200 | $ | 87,978 | ||||||||||||||
Footnotes: |
(1) | All of the |
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(2) | Number of time-based RSUs that remain unvested as of December 31, |
(3) | The market value of RSUs is based on the closing stock price ($ |
(4) | Performance share awards reflect the number of performance shares at the target performance level. The market value is based on the closing stock price ($ |
Stock Vested—20152016
Stock Awards(1)(2) | ||||||||
Name | Number of | Value Realized on Vesting ($) | ||||||
S. L. Morris | 55,250 | (1) | $ | 1,939,828 | ||||
S. L. Morris | 4,033 | (3) | $ | 151,600 | ||||
S. L. Morris | 5,033 | (3) | $ | 189,190 | ||||
S. L. Morris | 4,427 | (3) | $ | 166,411 | ||||
M. T. Thies | 15,600 | (1) | $ | 547,716 | ||||
M. T. Thies | 1,000 | (2) | $ | 35,050 | ||||
M. T. Thies | 1,600 | (2) | $ | 56,080 | ||||
M. T. Thies | 1,407 | (2) | $ | 49,315 | ||||
D. P. Vermillion | 16,250 | (1) | $ | 570,538 | ||||
D. P. Vermillion | 1,033 | (2) | $ | 36,207 | ||||
D. P. Vermillion | 1,292 | (2) | $ | 45,285 | ||||
D. P. Vermillion | 1,434 | (2) | $ | 50,262 | ||||
M. M. Durkin | 15,600 | (1) | $ | 547,716 | ||||
M. M. Durkin | 1,000 | (2) | $ | 35,050 | ||||
M. M. Durkin | 1,250 | (2) | $ | 43,813 | ||||
M. M. Durkin | 1,100 | (2) | $ | 38,555 | ||||
K. S. Feltes | 15,600 | (1) | $ | 547,716 | ||||
K. S. Feltes | 1,000 | (2) | $ | 35,050 | ||||
K. S. Feltes | 1,250 | (2) | $ | 43,813 | ||||
K. S. Feltes | 1,124 | (2) | $ | 39,396 |
Stock Awards(1)(2) | ||||||||
Name |
Number of | Value Realized on Vesting ($) | ||||||
S. L. Morris | 35,938 | (1) | $ | 1,402,301 | ||||
S. L. Morris | 24,462 | (2) | $ | 939,830 | ||||
S. L. Morris | 5,033 | (4) | $ | 193,368 | ||||
S. L. Morris | 4,427 | (4) | $ | 170,085 | ||||
S. L. Morris | 4,427 | (4) | $ | 170,085 | ||||
M. T. Thies | 11,424 | (1) | $ | 445,764 | ||||
M. T. Thies | 7,776 | (2) | $ | 298,754 | ||||
M. T. Thies | 1,600 | (3) | $ | 63,536 | ||||
M. T. Thies | 1,407 | (3) | $ | 55,872 | ||||
M. T. Thies | 1,407 | (3) | $ | 55,872 | ||||
D. P. Vermillion | 9,223 | (1) | $ | 359,881 | ||||
D. P. Vermillion | 6,278 | (2) | $ | 241,201 | ||||
D. P. Vermillion | 1,291 | (3) | $ | 51,266 | ||||
D. P. Vermillion | 1,433 | (3) | $ | 56,904 | ||||
D. P. Vermillion | 1,434 | (3) | $ | 56,944 | ||||
M. M. Durkin | 8,925 | (1) | $ | 348,254 | ||||
M. M. Durkin | 6,075 | (2) | $ | 233,402 | ||||
M. M. Durkin | 1,250 | (3) | $ | 49,638 | ||||
M. M. Durkin | 1,100 | (3) | $ | 43,681 | ||||
M. M. Durkin | 1,100 | (3) | $ | 43,681 | ||||
K. S. Feltes | 8,925 | (1) | $ | 348,254 | ||||
K. S. Feltes | 6,075 | (2) | $ | 233,402 | ||||
K. S. Feltes | 1,250 | (3) | $ | 49,638 | ||||
K. S. Feltes | 1,124 | (3) | $ | 44,634 | ||||
K. S. Feltes | 1,100 | (3) | $ | 43,681 | ||||
Footnotes: |
(1) | For the performance period ended December 31, |
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(2) | For the performance period ended December 31, 2016, our cumulative EPS grew more than 4.5% over the three-year performance period (compounded annually), which resulted in issuing 162% of the performance shares granted in 2014 for the 2014-2016 performance period and the related dividend equivalents. Value is based on the closing stock price ($38.42) as reported on February 2, 2017, the day the Compensation Committee certified that the performance target was met and the shares were issuable. Dividend equivalents were paid in cash at the same time the underlying performance shares vested. |
(3) | Our NEOs were granted RSUs in |
(4) | Mr. Morris was granted RSUs in |
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Pension Benefits—2015
2016
The table below reflects benefits accrued under the Retirement Plan for Employees and the two SERPs (for purposes of the discussion below, we refer to both thepre-2005 SERP and the post-2004 SERP as the “SERP”) for our NEOs. The Company’s Retirement Plan for Employees provides a retirement benefit based upon employees’ compensation and years of credited service. The retirement benefit under the Retirement Plan is based on a participant’s final average annual base salary for the highest 36 consecutive months during the last 120 months of service with the Company. Base salary for our NEOs is the amount under “Salary” in the Summary Compensation Table.
The SERP provides additional pension benefits to executive officers of the Company, who have attained the age of 55 and a minimum of 15 years of vesting service with the Company. The SERP is intended to provide benefits to executive officers whose pension benefits under the Company’s Retirement Plan are reduced due to the application of limitations on qualified plans under the Code and the deferral of salary pursuant to the EDC Plan. When combined with the Retirement Plan, the SERP will provide benefits to executive officers, other than our CEO, who retire at age 62 or older, of 2.5% of the final average annual base salary during the highest 60 consecutive months during the last 120 months of service for each credited year of service up to 30 years. When combined with the Retirement Plan, the SERP will provide higher benefits to our CEO, if he retires on or after age 65, of 3% of final average base salary during the highest 60 consecutive months during the last 120 months of service for each credited year of service up to 30 years. Benefits will be reduced for executives who retire before age 62. Reductions are either 4% or 5% for each year of retirement before age 62 as prescribed in the Retirement Plan.
Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) | Payments During Last Year ($) | ||||||||||
S. L. Morris | Retirement Plan | 34.17 | $ | 1,972,877 | $ | 0 | ||||||||
SERP—pre 2005(2) | 23.17 | $ | 166,804 | $ | 0 | |||||||||
SERP 2005+(3) | 30.00 | $ | 4,721,721 | $ | 0 | |||||||||
M. T. Thies (4) | Retirement Plan | 7.25 | $ | 206,272 | $ | 0 | ||||||||
SERP—pre 2005(2) | NA | NA | $ | 0 | ||||||||||
SERP 2005+(3) | 7.25 | $ | 422,416 | $ | 0 | |||||||||
D. P. Vermillion | Retirement Plan | 27.83 | $ | 1,356,207 | $ | 0 | ||||||||
SERP—pre 2005(2) | 16.83 | $ | 206,782 | $ | 0 | |||||||||
SERP 2005+(3) | 27.83 | $ | 1,044,806 | $ | 0 | |||||||||
M. M. Durkin (5) | Retirement Plan | 10.42 | $ | 474,957 | $ | 0 | ||||||||
SERP—pre 2005(2) | NA | NA | $ | 0 | ||||||||||
SERP 2005+(3) | 10.42 | $ | 604,839 | $ | 0 | |||||||||
K. S. Feltes | Retirement Plan | 17.67 | $ | 968,055 | $ | 0 | ||||||||
SERP—pre 2005(2) | 6.67 | NA | $ | 0 | ||||||||||
SERP 2005+(3) | 17.67 | $ | 756,956 | $ | 0 |
Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) | Payments During Last Year ($) | ||||||||||
S. L. Morris | Retirement Plan | 35.17 | $ | 2.092.739 | $ | 0 | ||||||||
SERP—pre 2005(2) | 23.17 | $ | 180,938 | $ | 0 | |||||||||
SERP 2005+(3) | 30.00 | $ | 5,311,695 | $ | 0 | |||||||||
M. T. Thies(4) | Retirement Plan | 8.25 | $ | 263,645 | $ | 0 | ||||||||
SERP—pre 2005(2) | NA | NA | $ | 0 | ||||||||||
SERP 2005+(3) | 8.25 | $ | 551,458 | $ | 0 | |||||||||
D. P. Vermillion | Retirement Plan | 28.83 | $ | 1,555,082 | $ | 0 | ||||||||
SERP—pre 2005(2) | 16.83 | $ | 225,241 | $ | 0 | |||||||||
SERP 2005+(3) | 28.83 | $ | 1,314,034 | $ | 0 | |||||||||
M. M. Durkin(5) | Retirement Plan | 11.42 | $ | 572,585 | $ | 0 | ||||||||
SERP—pre 2005(2) | NA | NA | $ | 0 | ||||||||||
SERP 2005+(3) | 11.42 | $ | 721,028 | $ | 0 | |||||||||
K. S. Feltes | Retirement Plan | 18.67 | $ | 1,109,270 | $ | 0 | ||||||||
SERP—pre 2005(2) | 6.67 | NA | $ | 0 | ||||||||||
SERP 2005+(3) | 18.67 | $ | 938,726 | $ | 0 | |||||||||
Footnotes: |
(1) | SERP participants are limited to a maximum of 30 years of credited service under the SERP no matter how many years of service they actually have with the Company. Mr. Morris’ credit service under the SERP 2005+ Plan has reached the maximum of 30 years. This column represents number of years of benefit service. |
(2)(3) | Effective January 1, 2005, the SERP was modified to comply with requirements of Code Section 409A. This plan is noted as SERP 2005+. The plan prior to this date, SERPpre-2005, is grandfathered and is not subject to Code Section 409A. SERPpre-2005 benefits were frozen as of December 31, 2004. |
(4) | After ten years, Mr. Thies will receive a “two for one” credit for vesting service only for each completed year of full-time service from year ten through year 12 (employment service). Histen-year employment anniversary triggers commencement of the additional vesting service credit. There is no “two for one” credit prior to completion of his tenth year of employment or after completion of his twelfth year of employment. |
(5) | After five years, Ms. Durkin |
52 | Avista |
EXECUTIVE COMPENSATION TABLES
Non-Qualified Deferred Compensation Plan—20152016
The following table shows thenon-qualified deferred compensation activity for our NEOs accrued through December 31, 2015:
Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year (Company Match) ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | |||||||||||||||
S. L. Morris | $ | 0 | $ | 0 | $ | 9,569 | $ | 0 | $ | 479,813 | ||||||||||
D. P. Vermillion | $ | 2,000 | $ | 2,925 | $ | 0 | $ | 0 | $ | 1,654,030 |
Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year (Company Match) ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | |||||||||||||||
S. L. Morris | $ | 0 | $ | 0 | $ | 36,612 | $ | 0 | $ | 516,425 | ||||||||||
D. P. Vermillion | $ | 2,000 | $ | 3,075 | $ | 100,270 | $ | 0 | $ | 1,759,375 | ||||||||||
Footnotes: |
(1) | Eligible employees may elect to defer up to 75% of their base annual salary and up to 100% of their annual bonus. This column represents deferrals of this compensation during the last year. See the Summary Compensation Table on page |
(2) | The Company matching contribution under the EDC Plan is equal to $0.75 for every $1.00 contributed up to a maximum of 6% of the executive’s base pay less the maximum contribution allowed under the 401(k) plan assuming the participant has contributed up to the limit set forth in Code Section 402(g) for the plan year. See “All Other Compensation” column of the Summary Compensation Table for further explanation. |
(3) | Earnings reflect the market returns of the NEO’s respective investment allocations. The earnings accrued for deferred compensation are determined by actual earnings of Avista common stock and selected mutual funds. None of the earnings are included as compensation on the Summary Compensation Table since none are above market earnings. The Compensation Committee selects the mutual funds that are available for investment under the EDC Plan, and the participants may allocate their accounts among these investments, including Avista common stock. |
Potential Payment Upon Termination or Change in Control
The Company has CIC agreements with all of our NEOs. The cash components are paid in a lump sum and are based on a multiple of base salary. There are noNo CIC agreements that exceedagreement exceeds three times base salary and bonus. The CIC agreements all have double triggers that provide for a severance payment only upon the occurrence of both a CIC and an adverse impact on an NEO’s employment.
Specifically, an NEO receives payments only if, in connection with a CIC, the executive officer’s employment is terminated involuntarily by the Company or voluntarily by the officer for good reason. Good reason includes assignment of any duties inconsistent with the executive officer’s position, authority, duties or responsibilities or any other action that results in a material diminution in such position, authority, duties or responsibilities or material diminution in the executive’s base annual salary, or requiring the executive officer to be based at any location over 50 miles from the location the executive officer was assigned to preceding the CIC.
The agreements also provide compensation and benefits to our NEOs during employment following a CIC of the Company. Pursuant to the terms of the agreements, during the two (for our NEOs other than our CEO) or three years (for our CEO) following a CIC of the Company, an NEO will receive an annual base salary equal to at least 12 times the highest monthly base salary paid to such executive officer in the 12 months preceding the CIC. In addition, each NEO will receive an annual bonus at least equal to such executive officer’s highest bonus paid by the Company under the Company’s Executive Officer Annual Cash Incentive Plan forduring the three years preceding the CIC (the “Recent Annual Bonus”).
If employment is terminated by the Company without cause or by such executive officer for good reason during the first three years after a CIC, the executive officer will receive a payment equal to the sum of: (i) the earned but unpaid base salary due to such executive officer as of the date of termination; (ii) a proportionate annual bonus due to such executive officer for the portion of the year worked prior to the termination, based on the higher of the Recent Annual Bonus and the NEO’s annual bonus for the last year (the “Highest Annual Bonus”); and (iii) a lump sum payment equal to two or three times (depending on the officer’s level) the sum of the NEO’s annual base salary and the Highest Annual Bonus plus an amount equal to the 20102014 bonus (paid in 2011).2015) for our NEOs other than our CEO and 2015 bonus (paid in 2016) for our CEO. For all new CIC agreements entered into on or after November 11, 2010, “Highest Annual Bonus” has been changed to “target bonus.” The NEO will also receive all unpaid vacation pay, may continue to receive employee welfare benefits for up to a three-yeartwo-year period from the date of termination, and may receive outplacement assistance.
Avista | 53 |
Prior to November 2009, our CIC agreements provided that if any payments to the NEO would be subject to the excise tax on excess parachute payments imposed by Code Section 4999, then such executive officer may be entitled to a gross-up payment from the Company to cover the excise tax and any additional taxes on the gross-up payment.
EXECUTIVE COMPENSATION TABLES
In November 2009, the Board eliminated the excise taxgross-up benefit for all new CIC agreements entered into on or after November 13, 2009. Agreements already in placeeffect on that
date have since been modified to provide that if payments (other than thegross-up payment) to the NEO do not exceed 110% of the maximum amount the NEO could receive without triggering the excise tax, the payments to such executive officer will be reduced to that maximum amount and such executive officer will not receive agross-up payment.
The excise tax amount in the tables below is based on the Company’s best estimate of the individual’s liabilities under Code Sections 280G and 4999, assuming the NEO was terminated in connection with a CIC on December 31, 2015,2016, and that the payments could not be reduced in accordance with the change described above.
If employment terminates for any reason other than for retirement, death or disability during a performance cycle, all performance-based awards are forfeited. If employment terminates due to retirement, death or disability, the payment amount is still determined at the end of the three-year performance cycle and is prorated based on the number of months of active service during the cycle. If employment terminates in connection with a CIC, RSUs are fully accelerated and performance shares have prorated acceleration based on target performance.
Payments required by these agreements, as well as payments provided by the other Company compensation arrangements described above, are summarized in the tables below.
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination Without Cause or With Good Reason after a Change in Control | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Scott L. Morris | ||||||||||||||||||||||||
Chairman, President & CEO | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance (2) | $ | 6,822,568 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity (3) | $ | 3,547,681 | $ | 0 | $ | 3,278,323 | $ | 3,278,323 | $ | 3,278,323 | $ | 0 | ||||||||||||
Retiree Medical (4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits (5) | $ | 39,426 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit (6) | $ | 0 | $ | 0 | $ | 0 | $ | 1,560,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit (7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 2,301,326 | $ | 0 | ||||||||||||
Section 280G Tax Gross-Up | $ | 3,559,946 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 13,969,621 | $ | 0 | $ | 3,278,323 | $ | 4,838,323 | $ | 5,579,649 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Scott L. Morris | ||||||||||||||||||||||||
Chairman, President & CEO | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance(2) | $ | 6,882,568 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity(3) | $ | 3,960,079 | $ | 0 | $ | 3,660,593 | $ | 3,660,593 | $ | 3,660,593 | $ | 0 | ||||||||||||
Retiree Medical(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits(5) | $ | 37,712 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit(6) | $ | 0 | $ | 0 | $ | 0 | $ | 1,600,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit(7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 2,151,671 | $ | 0 | ||||||||||||
Section 280G TaxGross-Up | $ | 3,608,715 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 14,489,074 | $ | 0 | $ | 3,660,593 | $ | 5,260,593 | $ | 5,812,264 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Footnotes: |
(1) | All scenarios assume termination occurred on December 31, |
(2) | Amount equals three times the sum of the executive’s annual base pay and the Highest Annual Bonus, plus an amount equal to the Highest Annual Bonus over the last fiscal years (2014 bonus, paid in 2015) prorated for the current fiscal year (($ |
(3) | Assumes full acceleration of RSUs and prorated acceleration of performance shares (granted in |
of performance goals were assumed to be 100%, although in actuality the participant must wait until the end of the performance period to receive his/her prorated amount using the actual performance for the entire measurement period. |
(4) | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |
(5) | For a CIC, Mr. Morris would be credited with two years of continued health coverage based upon coverage elected and cost of health coverage as of December 31, |
54 | Avista |
EXECUTIVE COMPENSATION TABLES
(6) | The “death benefit” is explained in the CD&A under Company Self-Funded Death Benefit Plan. Amount shown is twice the annual base salary and is paid in a lump sum. |
(7) | The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of |
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination Without Cause or With Good Reason after a Change in Control | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Mark T. Thies | ||||||||||||||||||||||||
Senior Vice President, CFO & Treasurer | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance (2) | $ | 2,651,224 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity (3) | $ | 1,074,287 | $ | 0 | $ | 988,685 | $ | 988,685 | $ | 988,685 | $ | 0 | ||||||||||||
Retiree Medical (4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits (5) | $ | 39,426 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit (6) | $ | 0 | $ | 0 | $ | 0 | $ | 816,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit (7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,665,356 | $ | 0 | ||||||||||||
Section 280G Tax Gross-Up | $ | 1,334,823 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 5,099,760 | $ | 0 | $ | 988,685 | $ | 1,804,685 | $ | 2,654,041 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Mark T. Thies | ||||||||||||||||||||||||
Senior Vice President, CFO & Treasurer | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance(2) | $ | 2,663,464 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity(3) | $ | 1,258,734 | $ | 0 | $ | 1,163,566 | $ | 1,163,566 | $ | 1,163,566 | $ | 0 | ||||||||||||
Retiree Medical(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits(5) | $ | 37,712 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit(6) | $ | 0 | $ | 0 | $ | 0 | $ | 824,160 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit(7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,492,610 | $ | 0 | ||||||||||||
Section 280G TaxGross-Up | $ | 1,361,473 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 5,321,383 | $ | 0 | $ | 1,163,566 | $ | 1,987,726 | $ | 2,656,176 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Footnotes: |
(1) | All scenarios assume termination occurred on December 31, |
(2) | Amount equals three times the sum of the executive’s annual base pay and the Highest Annual Bonus, plus an amount equal to the Highest Annual Bonus over the last three fiscal years (2014 bonus, paid in 2015) prorated for the current fiscal year (($ |
(3) |
|
|
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination Without Cause or With Good Reason after a Change in Control | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Dennis P. Vermillion | ||||||||||||||||||||||||
Sr. Vice President & ECO | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance (2) | $ | 1,717,551 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity (3) | $ | 1,002,364 | $ | 0 | $ | 919,696 | $ | 919,696 | $ | 919,696 | $ | 0 | ||||||||||||
Retiree Medical (4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits (5) | $ | 39,426 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit (6) | $ | 0 | $ | 0 | $ | 0 | $ | 753,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit (7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 959,101 | $ | 0 | ||||||||||||
Section 280G Tax Gross-Up | $ | 927,439 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 3,686,780 | $ | 0 | $ | 919,696 | $ | 1,672,696 | $ | 1,878,797 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination Without Cause or With Good Reason after a Change in Control | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Marian M. Durkin | ||||||||||||||||||||||||
Senior Vice President, General Counsel & CCO | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance (2) | $ | 2,224,216 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity (3) | $ | 949,900 | $ | 0 | $ | 882,976 | $ | 882,976 | $ | 882,976 | $ | 0 | ||||||||||||
Retiree Medical (4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits (5) | $ | 29,048 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit (6) | $ | 0 | $ | 0 | $ | 0 | $ | 690,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit (7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 314,401 | $ | 0 | ||||||||||||
Section 280G Tax Gross-Up | $ | 1,128,519 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 4,331,683 | $ | 0 | $ | 882,976 | $ | 1,572,976 | $ | 1,197,377 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Assumes full acceleration of RSUs and prorated acceleration of performance shares (granted in |
(4) | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |
(5) | For a CIC, |
(6) | The “death benefit” is explained in the CD&A under Company Self-Funded Death Benefit Plan. Amount shown is twice the annual base salary and is paid in a lump sum. |
(7) | The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of |
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination Without Cause or With Good Reason after a Change in Control | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Karen S. Feltes | ||||||||||||||||||||||||
Senior Vice President, CHRO & Corporate Secretary | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance (2) | $ | 2,002,584 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity (3) | $ | 936,351 | $ | 0 | $ | 868,334 | $ | 868,334 | $ | 868,334 | $ | 0 | ||||||||||||
Retiree Medical (4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits (5) | $ | 29,048 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit (6) | $ | 0 | $ | 0 | $ | 0 | $ | 662,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit (7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 293,182 | $ | 0 | ||||||||||||
Section 280G Tax Gross-Up | $ | 1,039,617 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 4,007,600 | $ | 0 | $ | 868,334 | $ | 1,490,334 | $ | 1,161,516 | $ | 0 | ||||||||||||
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|
|
|
|
|
|
|
|
|
|
Avista | 55 |
EXECUTIVE COMPENSATION TABLES
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Dennis P. Vermillion | ||||||||||||||||||||||||
Sr. Vice President & ECO | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance(2) | $ | 1,764,551 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity(3) | $ | 1,160,503 | $ | 0 | $ | 1,063,531 | $ | 1,063,531 | $ | 1,063,531 | $ | 0 | ||||||||||||
Retiree Medical(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits(5) | $ | 37,712 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit(6) | $ | 0 | $ | 0 | $ | 0 | $ | 800,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit(7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 1,026,236 | $ | 0 | ||||||||||||
Section 280G TaxGross-Up | $ | 953,865 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
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| |||||||||||||
Total | $ | 3,916,631 | $ | 0 | $ | 1,063,531 | $ | 1,863,531 | $ | 2,089,767 | $ | 0 | ||||||||||||
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Footnotes: |
(1) | All scenarios assume termination occurred on December 31, |
(2) | Amount equals |
(3) | Assumes full acceleration of RSUs and prorated acceleration of performance shares (granted in |
(4) | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |
(5) | For a CIC, |
(6) | The “death benefit” is explained in the CD&A under Company Self-Funded Death Benefit Plan. Amount shown is twice the annual base salary and is paid in a lump sum. |
(7) | The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of |
56 | Avista |
EXECUTIVE COMPENSATION TABLES
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Marian M. Durkin | ||||||||||||||||||||||||
Senior Vice President, General Counsel & CCO | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance(2) | $ | 2,260,216 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity(3) | $ | 983,535 | $ | 0 | $ | 909,115 | $ | 909,115 | $ | 909,115 | $ | 0 | ||||||||||||
Retiree Medical(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits(5) | $ | 27,836 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit(6) | $ | 0 | $ | 0 | $ | 0 | $ | 714,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit(7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 261,919 | $ | 0 | ||||||||||||
Section 280G TaxGross-Up | $ | 1,100,970 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
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Total | $ | 4,372,559 | $ | 0 | $ | 909,115 | $ | 1,623,115 | $ | 1,171,034 | $ | 0 | ||||||||||||
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Footnotes: |
(1) | All scenarios assume termination occurred on December 31, 2016, and a stock price of $39.99, the closing price of Company stock on that date. |
(2) | Amount equals three times the sum of the executive’s annual base pay and the Highest Annual Bonus, plus an amount equal to the Highest Annual Bonus over the last three fiscal years (2014 bonus, paid in 2015) prorated for the current fiscal year (($357,000+$297,304)×3)+$297,304. |
(3) | Assumes full acceleration of RSUs and prorated acceleration of performance shares (granted in 2015 and 2016) upon termination in connection with a CIC, and also assumes prorated acceleration of performance shares and RSUs after death, disability, and retirement, and assumes all shares are forfeited in the event of voluntary or involuntary termination with cause. Under death, disability, and retirement, achievement of performance goals were assumed to be 100%, although in actuality the participant must wait until the end of the performance period to receive his/her prorated amount using the actual performance for the entire measurement period. |
(4) | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |
(5) | For a CIC, Ms. Durkin would be credited with two years of continued health coverage based upon coverage elected and cost of health coverage as of December 31, 2016. |
(6) | The “death benefit” is explained in the CD&A under Company Self-Funded Death Benefit Plan. Amount shown is twice the annual base salary and is paid in a lump sum. |
(7) | The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of 4.18% and the RP2014 mortality table with generational projection for males and females. |
Avista | 57 |
EXECUTIVE COMPENSATION TABLES
Potential Payment Upon Termination or Change in Control(1) | ||||||||||||||||||||||||
Termination | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | |||||||||||||||||||
Karen S. Feltes | ||||||||||||||||||||||||
Senior Vice President, CHRO & Corporate Secretary | ||||||||||||||||||||||||
Compensation Components | ||||||||||||||||||||||||
Severance(2) | $ | 2,044,584 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Value of Accelerated Equity(3) | $ | 989,945 | $ | 0 | $ | 915,129 | $ | 915,129 | $ | 915,129 | $ | 0 | ||||||||||||
Retiree Medical(4) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Health Benefits(5) | $ | 27,836 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Death Benefit(6) | $ | 0 | $ | 0 | $ | 0 | $ | 650,000 | $ | 0 | $ | 0 | ||||||||||||
Supplemental Disability Benefit(7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 270,617 | $ | 0 | ||||||||||||
Section 280G TaxGross-Up | $ | 1,026,403 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
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Total | $ | 4,088,768 | $ | 0 | $ | 915,129 | $ | 1,565,129 | $ | 1,185,746 | $ | 0 | ||||||||||||
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Footnotes: |
(1) | All scenarios assume termination occurred on December 31, 2016 and a stock price of $39.99, the closing price of Company stock on that date. |
(2) | Amount equals three times the sum of the executive’s annual base pay and the Highest Annual Bonus, plus an amount equal to the Highest Annual Bonus over the last three fiscal years (2014 bonus, paid in 2015) prorated for the current fiscal year (($325,000+$267,396)×3)+$267,396. |
(3) | Assumes full acceleration of RSUs and prorated acceleration of performance shares (granted in 2015 and 2016) upon termination in connection with a CIC, and also assumes prorated acceleration of performance shares and RSUs after death, disability, and retirement, and assumes all shares are forfeited in the event of voluntary or involuntary termination with cause. Under death, disability, and retirement, achievement of performance goals were assumed to be 100%, although in actuality the participant must wait until the end of the performance period to receive his/her prorated amount using the actual performance for the entire measurement period. |
(4) | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |
(5) | For a CIC, Ms. Feltes would be credited with two years of continued health coverage based upon coverage elected and cost of health coverage as of December 31, 2016. |
(6) | The “death benefit” is explained in the CD&A under Company Self-Funded Death Benefit Plan. Amount shown is twice the annual base salary and is paid in a lump sum. |
(7) | The supplemental disability benefit is 60% of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan, Long-term Disability Plan, Workers Compensation (if applicable), and Social Security. Amount shown is the present value of the annual disability benefit payable to age 65. Present value was determined by using an interest rate of 4.18% and the RP2014 mortality table with generational projection for males and females. |
58 | Avista |
PROPOSAL 4—ADVISORY VOTE ON EXECUTIVE COMPENSATION
What are you voting on?Shareholders are being asked to approve, on an advisory basis, the compensation of the Company’s NEOs.
Voting Recommendation: The Board unanimously recommends a voteFOR this proposal and urges beneficial owners, if they are not the record holders, to instruct their brokers or other nominees to vote forProposal 4.
What are you voting on? | Shareholders are being asked to approve, on an advisory basis, the compensation of the Company’s NEOs. | |||
Voting Recommendation: | The Board unanimously recommends a voteFOR this proposal and urges beneficial owners, if they are not the record holders, to instruct their brokers or other nominees to vote for Proposal 4. |
As required by the Exchange Act, the Board is submitting a separate resolution, to be voted on by shareholders in anon-binding vote, approving, on an advisory basis, the Company’s executive compensation.
The text of the resolution in respect of this Proposal 4 is as follows:
“Resolved, that the shareholders approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in the Company’s proxy statement, pursuant to the compensation disclosure rules of the SEC, under the “CD&A,” “Executive Compensation Tables” and the related narrative disclosure.”
The Board recommends a vote for this resolution. As described in this proxy statement under the CD&A, the Company’s compensation program is designed to focus Company executives on the achievement of specific annual, long-term and strategic goals set by the Company. The goals are structured to align executives’ interests with those of shareholders by rewarding performance that maintains and improves shareholder value. The following features of the compensation structure reflect this approach:
Executive compensation programs have both short and long-term components.
Annual cash incentive components focus on both the actual results and the sustainability and quality of those results.
The total compensation program does not provide for guaranteed bonuses and has multiple performance measures.
The Company only has two executive employment agreements in place for NEOs, and they do not contain guarantees for salary increases,non-performance-based bonuses or equity compensation.
In 2010, the Company adopted a recoupment policy that authorizes the Board to recover incentive payouts based on performance results that are subsequently revised or restated to levels that would have produced payouts lower than the original incentive plan payouts.
The Board believes that the Company’s current executive compensation program properly focuses our executives on the achievement of specific annual, long-term and strategic goals. The Board also believes that the Company’s executive compensation program properly aligns the executives’ interests with those of shareholders.
Shareholders are urged to read the CD&A section of this proxy statement, which discusses in greater detail how the Company’s compensation program implements the specific goals set by the Company.
The Board recommends a vote “FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs.
Although the advisory vote on Proposal 4 isnon-binding, the Board and the Compensation Committee will review the results of the votes and, consistent with our record of shareholder engagement, are expected to take the outcome of the votes into consideration, along with other relevant factors, in making a determination concerning future executive compensation and the frequency of such advisory votes.
Avista | 59 |
PROPOSAL 5— SHAREHOLDER PROPOSALADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION
What are you voting on? | Shareholders are being asked to approve, on an advisory basis, the frequency of advisory votes on compensation of the Company’s NEOs. | |||
Voting Recommendation: | The Board unanimously recommends a vote to conduct an advisory(non-binding) vote on executive compensationevery year and urges beneficial owners, if they are not the record holders, to instruct their brokers or other nominees to vote for an advisory(non-binding) vote on executive compensation every year. |
What are you voting on? Shareholders are being asked to vote on a shareholder proposal requesting that the Board take the steps necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws.
Voting Recommendation:The Board unanimously recommends a voteAGAINST this proposal.
The Company has been notified that a shareholder (the “Proponent”) or his representative intends to present the following proposal for consideration at the 2016 Annual Meeting. We are presenting the proposal and supporting statement as they were submitted to usAs required by the Proponent. We do not necessarily agree with all of the statements contained in the proposal and the supporting statement, but we have limited our response to the most important points and have not attempted to address all the statements with which we disagree. The name, address and share ownership of the Proponent will be furnished upon oral and written request.The Board recommends a vote against this Proposal 5 for the reasons set forth below.
The Proposal
Simple Majority Vote
RESOLVED, Shareholders request that our board take the steps necessary so that each voting requirement in our charter and Bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This proposal includes that our board fully support this proposal topic and spend up to $10,000 or more to solicit the necessary support to obtain the exceedingly high super majority vote needed for passage.
This proposal topic received more than 95% of our yes and no votes repeatedly in 2012, 2013 and 2014. However there is still a need for this proposal because passage requires the extremely high 80% support of all shares outstanding. If more shares vote at the annual meeting this proposal will pass. And our management could do more to get out the required vote. It could even cost less for management to do one special solicitation than to repeatedly put this proposal topic up for a vote.
Shareowners are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.
This proposal won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. Currently a 1%-minority can frustrate the will of our 79%-shareholder majority. In other words a 1%-minority could have the power to prevent shareholders from improving our corporate governing documents.
Please vote to enhance shareholder value:
Simple Majority Vote – Proposal 5
The Company’s Response
The Proponent is proposing a shareholder resolution that, if adopted at the 2016 Annual Meeting, would require the Board to propose amendments to its Articles to be approved by shareholders at the 2017 Annual Meeting.
In Proposal 2 in this Proxy Statement,Exchange Act, the Board is proposing the very same amendments to its Articlessubmitting a separate resolution, to be approvedvoted on by shareholders at this 2016 Annual Meeting. In fact,in anon-binding vote, recommending whether anon-binding vote, approving, on an advisory basis, the Company’s executive compensation should occur every one, two or three years, as discussed in Proposal 2, the Board has made the same proposal for approval by shareholders at the 2012, 2013, 2014 and 2015 Annual Meetings. However, in each case, while the percentage of shareholders voting to approve the proposal was high, the proposal failed to be approvedindicated by the holdersfrequency receiving the greatest number of 80%votes.
The text of the outstanding sharesresolution in respect of common stock, as required by the Articles. We believe the failure to achieve this 80% approval is due to the fact that brokers and nominees are not permitted to vote on this matter unless specifically instructed by the beneficial owners, and too many beneficial owners simply do not fill out their proxy cards completely.
If Proposal 2 is not adopted at the 2016 Annual Meeting, the Board intends to present it again at the 2017 Annual Meeting and thereafter until it is adopted by the Company’s shareholders,whether or not this Proposal 5 is adopted.as follows:
The Company has been in contact with the Proponent and his agent, noting the prior submissions of these amendments to“Resolved, that the shareholders for approval and specifically affirming thatrecommend, in anon-binding vote, whether anon-binding shareholder vote to approve the Board was going to present the same amendments for approval at the 2016 Annual Meeting and at subsequent Annual Meetings until the requisite 80% approval is obtained. The Company requested that the Proponent withdraw this proposal since the presence in this proxy statement of two proposals on the same matter was, at best, unnecessary, and, at worst, possibly confusing to shareholders. Nonetheless, the Proponent insisted that the Company include his proposal.
The Proponent wants to require the Company to spend at least $10,000 on proxy solicitation. While the Company does not necessarily disagree that a fee approximating this amount may be necessary or appropriate, the Company strongly disagrees that the Proponent, or any other shareholder, should have any voice in the amount of ordinary business expenses payable by the Company. Such a matter is solely within the discretion of the Board and management, it being clear that under Washington corporation law unless there are contrary provisions in organizational documents, a corporation is to be managed by or under the direction of the board of directors and not by the shareholders.
The Company notes that the Proponent did not comply with the advance notice provisionscompensation of the Company’s Bylaws and, accordingly, this Proposal 5 would ordinarily not be permittedNEOs should occur every one, two or three years, as indicated by the frequency receiving the greatest number of votes.”
The Board believes that giving the shareholders the right to be presentedcast an advisory vote every year to approve or voted on at the Annual Meeting. However, given the nature of this Proposal 5 and in lightdisapprove of the fact that this Proposalexecutive compensation program is essentially consistent with Proposal 2,a good corporate practice and is in the best interest of the Company’s shareholders. Accordingly, the Board has waived these provisions of the Bylaws, in this instance, and will permit this Proposal 5 to be presented and voted on.
Recommendation of the Board
For the foregoing reasons, and particularly in light of the factrecommends that the same issues are addressed in Proposal 2, the Board urges the shareholders to vote in favor of Proposal 2, so instructing their brokers or other nominees if they are notan annual advisory vote on the record holders, and tovote against this Proposal 5.Company’s executive compensation program.
The approval of Proposal 2 will make Proposal 5 moot, unnecessary and essentially meaningless.
The Board recommends a vote “AGAINST”to conduct an advisory(non-binding) vote on executive compensation every year.
Although the advisory vote on Proposal 5.5 isnon-binding, the Board and the Compensation Committee will review the results of the votes and, consistent with our record of shareholder engagement, are expected to take the outcome of the votes into consideration, along with other relevant factors, in making a determination concerning future executive compensation and the frequency of such advisory votes.
60 | Avista |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of common stock of the Company held beneficially, as of March 1, 2016,2017, by (i) each director and nominee, (ii) each of our NEOs in the Summary Compensation Table, (iii) all current directors and executive officers as a group and (iv) each person who is known to the Company to be the beneficial owner of more than 5% of our common stock. No director or executive officer owns in excess of 1% of the stock of any indirect subsidiaries of the Company. None of the directors or NEOs has pledged Company common stock as security. As of March 1, 2016,2017, there were 62,506,13464,384,248 shares of common stock outstanding.
Beneficial ownership, as shown below under the heading “Shares Beneficially Owned”, has been determined in accordance with Rule13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon the exercise of an option or warrant or the vesting of an equity award) within 60 days of the date as of which the information is provided. Shares shown under the heading “Other” are not considered beneficially owned in accordance with Rule13d-3, but are considered by the Company in determining whether an individual has met the Company’s share ownership guidelines. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the table may not necessarily reflect the person’s actual voting power at any particular date.
To our knowledge, except as indicated in footnotes to the table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
Name | Shares Beneficially Owned | Other | Total | Percent of Class | ||||||||||||||||||||
Direct | Indirect | Deferred Shares(1) | RSUs Not Yet Vested(2) | |||||||||||||||||||||
Directors and NEOs | ||||||||||||||||||||||||
Erik J. Anderson | 24,464 | 24,464 | * | |||||||||||||||||||||
Kristianne Blake | 18,317 | 2,519 | 20,836 | * | ||||||||||||||||||||
Donald C. Burke | 11,221 | 11,221 | * | |||||||||||||||||||||
Marian M. Durkin | 70,995 | 6,750 | 77,745 | * | ||||||||||||||||||||
Karen S. Feltes | 38,724 | 6,798 | 45,522 | * | ||||||||||||||||||||
John F. Kelly | 22,890 | 22,890 | * | |||||||||||||||||||||
Rebecca A. Klein | 15,906 | 15,906 | * | |||||||||||||||||||||
Scott L. Morris | 142,024 | 157 | (3) | 142,024 | * | |||||||||||||||||||
Marc F. Racicot | 13,375 | 13,375 | * | |||||||||||||||||||||
Heidi B. Stanley | 13,062 | 10,248 | (4) | 23,310 | * | |||||||||||||||||||
R. John Taylor | 4,883 | 5,496 | 10,379 | * | ||||||||||||||||||||
Mark T. Thies | 67,178 | 5,751 | (5) | 8,633 | 81,562 | * | ||||||||||||||||||
Dennis P. Vermillion | 43,758 | 8,457 | 52,215 | * | ||||||||||||||||||||
Janet D. Widmann | 2,407 | 2,407 | * | |||||||||||||||||||||
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All directors and executive officers as a group, including those listed above (23 individuals) | 554,447 | 46,423 | 12,618 | 56,354 | 669,842 | * | ||||||||||||||||||
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5% Beneficial Owners | ||||||||||||||||||||||||
BlackRock, Inc. (6) | 9,230,585 | 9,230,585 | 14.8 | % | ||||||||||||||||||||
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The Vanguard Group, Inc. (7) | 4,778,330 | 4,778,330 | 7.66 | % | ||||||||||||||||||||
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Avista | 61 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name | Shares Beneficially Owned | Other | Total | Percent of Class | ||||||||||||||||||||||||
Direct | Indirect | Deferred Shares(1) | RSUs Not Yet Vested(2) | |||||||||||||||||||||||||
Directors and NEOs | ||||||||||||||||||||||||||||
Erik J. Anderson | 18,636 | 18,636 | * | |||||||||||||||||||||||||
Kristianne Blake | 19,936 | 2,519 | 22,455 | * | ||||||||||||||||||||||||
Donald C. Burke | 12,840 | 12,840 | * | |||||||||||||||||||||||||
Marian M. Durkin | 73,743 | 6,600 | 80,343 | * | ||||||||||||||||||||||||
Karen S. Feltes | 26,990 | 6,624 | 33,614 | * | ||||||||||||||||||||||||
John F. Kelly | 24,509 | 24,509 | * | |||||||||||||||||||||||||
Rebecca A. Klein | 17,525 | 17,525 | * | |||||||||||||||||||||||||
Scott H. Maw | 662 | 662 | * | |||||||||||||||||||||||||
Scott L. Morris | 188,730 | 162 | (3) | 188,892 | * | |||||||||||||||||||||||
Marc F. Racicot | 14,994 | 14,994 | * | |||||||||||||||||||||||||
Heidi B. Stanley | 13,681 | 10,248 | (4) | 23,929 | * | |||||||||||||||||||||||
R. John Taylor | 1,544 | 7,479 | (5) | 5,496 | 14,519 | * | ||||||||||||||||||||||
Mark T. Thies | 84,178 | 5,751 | (6) | 8,439 | 98,368 | * | ||||||||||||||||||||||
Dennis P. Vermillion | 32,884 | 89 | (3) | 8,599 | 41,572 | * | ||||||||||||||||||||||
Janet D. Widmann | 4,026 | 4,026 | * | |||||||||||||||||||||||||
All directors and executive officers as a group, including those listed above (23 individuals) | 596,409 | 40,794 | 10,767 | 54,749 | 702,719 | * | ||||||||||||||||||||||
5% Beneficial Owners | ||||||||||||||||||||||||||||
BlackRock, Inc.(7) | 11,075,357 | 11,075,357 | 17.3 | % | ||||||||||||||||||||||||
The Vanguard Group, Inc.(8) | 6,020,939 | 6,020,939 | 9.38 | % | ||||||||||||||||||||||||
Footnotes: |
* | As of March 1, |
(1) | Shares deferred under the EDC Plan or under the formerNon-Employee Director Stock Plan. |
(2) | Time-based RSUs that have been granted to the executive officers, but have not yet vested. RSUs vest in three equal annual increments, provided the officer remains employed by the Company. If the employment of an executive officer terminates, all unvested shares are forfeited. |
(3) | Shares held in the Company’s 401(k) plan. |
(4) | Shares held by Ms. Stanley’s spouse, Ronald Stanley, in a profit-sharing plan not administered by the Company. |
(5) | Shares held by Mr. Taylor in his Company 401(k) Plan, IRA and Profit Sharing Plan, over which he has sole voting power and sole investment power. |
(6) | Shares held by Mr. Thies’ spouse, Elizabeth Thies. |
(7) | As shown on Schedule 13G filed with the SEC on January |
(8) | The Vanguard Group, Inc. is the holder of the Company’s 401(k) accounts. As shown on Schedule 13G filed with the SEC on February 10, |
62 | Avista |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Exchange Act requires that executive officers, directors and holders of more than 10% of the Company’s common stock file reports of their ownership and changes in their ownership of the Company equity securities with the SEC. Based solely on a review of Forms 3, 4 and 5 furnished to the Company with respect to 20152016 and written representations from certain insiders that no other reports were required, the Company believes that all Section 16 filing requirements applicable to these persons were completed in a timely manner with the exception of a transaction for Mr. Scott Morris, the CEO. On September 8, 2015, Mr. Morris sold 16,720 shares of Company common stock and a Form 4 was filed to report that transaction. On February 8, 2016, it was discovered that an additional 6,280 shares had also been sold on September 8, 2015 and those shares had inadvertently not been reported to the SEC. A Form 4A was filed on February 8, 2016 to report the transaction.
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ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of the Company’s 20152016 Annual Report, which contains the Company’s audited financial statements, accompanies this proxy statement. Our Annual Report and this proxy statement are also posted on our web site atwww.avistacorp.com. This Annual Report includes our 20152016 Annual Report on Form10-K filed with the SEC (without exhibits). If you have not received or do not have access to the Annual Report, call our Investor Relations department at(509) 495-4203, and we will send a copy (without exhibits) to you without charge; or send a written request to Avista, Attn: Investor Relations Department, 1411 E. Mission Ave., Spokane, Washington 99202.
The Company understands that, if two or more beneficial owners of our common stock share the same address, the brokerage firm or other intermediary through which these shares are held may, unless contrary instructions are received from any such beneficial owner, deliver a single copy of the proxy statement, annual report and related proxy soliciting materials for all beneficial owners at that address. This procedure is called “householding.” Beneficial owners of common stock who currently receive multiple copies of the proxy statement, annual report and other proxy soliciting materials and would prefer “householding” should contact their broker. Beneficial owners subject to “householding” who would prefer to receive separate copies of the proxy soliciting materials for each beneficial owner at their address should contact their broker and revoke their consent to “householding.” Alternatively, beneficial owners may request a separate set of the proxy soliciting materials from the Company in writing sent to Avista, Investor Relations, 1411 E. Mission Avenue, Spokane, WA 99202 or by telephone at509-495-4203.
The Company and its transfer agent do not engage in “householding” for registered holders of common stock.
The Board does not intend to present any business at the meeting other than as set forth in the accompanying Notice of Annual Meeting, and has no present knowledge that others intend to present business at the meeting. If, however, other matters requiring the vote of the shareholders properly come before the meeting or any adjournment(s) thereof, the individuals named in the proxy card will have discretionary authority to vote the proxies held by them in accordance with their judgment as to such matters.
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General
The 20172018 Annual Meeting is currently scheduled for Thursday, May 11, 2017,10, 2018, in Spokane, Washington. Matters to be brought before that meeting by shareholders are subject to the requirements described below.
The date and location of the 20172018 Annual Meeting are subject to change. Any such change, and any resulting change in the dates referred to below, would be specified by the Company in a report filed with the SEC. In addition, any change in the dates referred to below that results from a change in SEC rules or the Company’s Bylaws would be similarly reported by the Company.
Notice of Nominations and Other Business to Be Presented at Annual Meeting
Notice of nominations of directors and other business to be presented by a shareholder at the 20172018 Annual Meeting must be delivered to the Company as follows:
writtenWritten notice of a shareholder’s intent to nominate a person for election as a director at the 20172018 Annual Meeting must be delivered to the principal executive offices of the Company to the attention of the Corporate Secretary on or before February 13, 2017,12, 2018, but not before November 11, 2016;10, 2017; and
writtenWritten notice of a shareholder’s intent to propose other business to be brought before the 20172018 Annual Meeting must be delivered to the principal executive offices of the Company to the attention of the Corporate Secretary on or before February 13, 2017,12, 2018, but not before November 11, 2016.
In any case, the written notice of the shareholder must, in order for the matter to be eligible to be presented at the meeting, comply with all of the requirements and contain all of the information specified in the Company’s Bylaws, without regard to whether the proposed nomination or other business is to be included in management’s proxy soliciting materials or those of any other person.
Notice of Proposals to be Included in Management’s Proxy Materials
Proposals that shareholders seek to have included in management’s proxy soliciting materials must be received by the Corporate Secretary on or before December 1, 20162017, and, in order to be so included, must contain the information required by the SEC’s Rule14a-8 and otherwise comply with SEC rules. However, in order for a proposal to be eligible to be presented at the meeting, the shareholder must also comply with all of the requirements specified in the Company’s Bylaws for nominating a person for election as a director and/or bringing other business before the meeting.
By Order of the Board,
Karen S. FeltesMarian M. Durkin
Senior Vice President, & General Counsel,
Corporate Secretary
& Chief Compliance Officer
Spokane, Washington
March 31, 20162017
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PROPOSED AMENDMENTS TO
RESTATED ARTICLES OF INCORPORATION
The proposed amendments and restatements of specified provisions of the Restated Articles of Incorporation are set forth below. Text stricken through indicates deletions, and text in italics indicates additions.
Article FIFTH
The fifth paragraph of Article FIFTH, which relates to the shareholder vote required to amend the provisions of Article FIFTH (which relates to the Board of Directors), would be amended and restated as set forth below:
Notwithstanding anything contained in these Articles of Incorporation to the contrary, the provisions of this Article FIFTH shall not be altered, amended or repealed, and no provision inconsistent therewith shall be included in these Articles of Incorporation or the Bylaws of the Corporation, without the affirmative vote of the holders of at leasteighty percent (80%) amajority of the voting power of all of the shares of the Voting Stock, voting together as a single class;it being understood that this paragraph shall not impose any shareholder approval requirement in addition to the requirements, if any, of applicable law with respect to any such alteration, amendment, repeal or inconsistent provision that shall have been approved by the Board of Directors.
Article SEVENTH
The existing tenth paragraph of Article SEVENTH, which relates to the shareholder vote required to amend specified provisions of Article SEVENTH, would be amended as set forth below:
Notwithstanding anything contained in these Articles of Incorporation to the contrary, the paragraph in this Article SEVENTH relating to the adoption, alteration, amendment, change and repeal of the Bylaws of the Corporation, the paragraph in this Article SEVENTH relating to the calling and conduct of special meetings of the shareholders and this paragraph, and the provisions of the Bylaws of the Corporation relating to procedures for the nomination of Directors, shall not be altered, amended or repealed, and no provision inconsistent therewith shall be included in these Articles of Incorporation or the Bylaws of the Corporation, without the affirmative vote of the holders of at least eighty percent (80%)amajority of the voting power of all the shares of the Voting Stock, voting together as a single class;it being understood that this paragraph shall not impose any shareholder approval requirement in addition to the requirements, if any, of applicable law with respect to any such alteration, amendment, repeal or inconsistent provision that shall have been approved by the Board of Directors.
Article EIGHTH
Subdivision (a) of Article EIGHTH, which relates to specified “Business Combinations,” would be amended and restated, in part, to read as set forth below:
(a) | In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in subdivision (b) of this Article EIGHTH: |
[clauses (1), (2), (3), (4) and (5), each of which sets forth a type of transaction that constitutes a “Business Combination” for purposes of Article EIGHTH, would not be changed]
shall require the affirmative vote of the holders of at least80%a majority of the voting power of all of the shares of the Voting Stock, voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required or that the vote of a lower percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. The term “Business Combination” as used in this Article EIGHTH shall mean any transaction which is referred to in any one or more of paragraphs (1) through (5) of this subdivision (a).
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APPENDIX A
The last paragraph of Article EIGHTH, which relates to the shareholder vote required to amend the provisions of Article EIGHTH, would be amended and restated to read as set forth below:
Notwithstanding anything contained in these Articles of Incorporation to the contrary, the provisions of this Article EIGHTH shall not be altered, amended or repealed, and no provision inconsistent therewith shall be included in these Articles of Incorporation or the Bylaws of the Corporation, without the affirmative vote of the holders of at leasteighty percent (80%) a majority of the voting power of all of the shares of the Voting Stock, voting together as a single class;it being understood that this paragraph shall not impose any shareholder approval requirement in addition to the requirements, if any, of applicable law with respect to any such alteration, amendment, repeal or inconsistent provision that shall have been approved by the Board of Directors.
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AVISTA CORP. P.O. BOX 3727 SPOKANE, WA 99220-3727 | |||
VOTE BY INTERNET - www.proxyvote.com | |||
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May | |||
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | |||
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | |||
VOTE BY PHONE -1-800-690-6903 | |||
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May | |||
VOTE BY MAIL | |||
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |||
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||||||
KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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The Board of Directors recommends you vote FOR the following: | |||||||||||||||||||||||||||||||||||||||||||||
1. | Election of Directors | ||||||||||||||||||||||||||||||||||||||||||||
Nominees |
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1a | Erik J. Anderson | ☐ | ☐ | ☐ | The Board of Directors recommends you vote FOR proposals 2., 3. and 4.. | For | Against | Abstain | |||||||||||||||||||||||||||||||||||||
1b
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Kristianne Blake
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| ☐ | ☐ | 2.Amendment of the Company’s Restated Articles of Incorporation to reduce certain shareholder approval requirements. |
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1c | Donald C. Burke | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||
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Rebecca A. Klein | ☐ | ☐ | ☐ | 3.Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for |
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1e | Scott H. Maw | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||
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Scott L. Morris | ☐ | ☐ | ☐ | 4.Advisory(non-binding) vote on executive compensation. |
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1g | Marc F. Racicot | ☐ | ☐ | ☐ |
The Board of Directors recommends |
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| ☐ | 5 Advisory(non-binding) vote on the frequency of an advisory vote on executive compensation. |
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1i | R. John Taylor | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||||||
1j | Janet D. Widmann | ☐ | ☐ | ☐ |
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||||||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, | ||||||
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PROXY/VOTING INSTRUCTION CARD | ||||||
This proxy is solicited on behalf of the Board of Directors of Avista Corporation | ||||||
For the Annual Meeting of Shareholders on Thursday, May | ||||||
The undersigned hereby appoints Scott L. Morris and | ||||||
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.If no direction is given, this proxy will be voted “FOR”item 3 and, if the shares represented hereby are registered in the name of the beneficial owner (and not a broker), “FOR” each nominee named in item 1 and | ||||||
If you are a participant in the Avista Investment and Employee Stock Ownership Plan, this proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, Trustee of that Plan. This proxy, when properly executed, will be voted as directed. If no direction is given to the Trustee by 11:59 p.m. Eastern Time on May
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Continued and to be signed on reverse side |