DEF 14A of Avista Corp, Mar 26, 2025

DEF 14A of Avista Corp

Filed Mar 26, 2025 · FY20240001193125-25-064042

Open on EDGAR

  1. Compensation Highlights — 2024

    | Our Annual Cash Incentive 74% 2024 Payout | Our Cumulative Earnings Per Share Performance Shares 45% 2024 Payout | Our Total Shareholder Return Performance Shares 55% 2024 Payout | Our CEO’s pay was 60% Linked to Share Value In 2024 |

  2. HIGHLIGHTS

    | | The Compensation Committee approved base salary adjustments ranging from 3% to 10% 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. | | | In early 2025, our NEOs received a payout for one-third of their restricted stock units (“RSUs”) granted in each of 2022, 2023 and 2024, along with the associated dividend equivalents. These RSUs are time-based, and one-third vest each year over a three-year period. | | | Our Cumulative Earnings Per Share (“CEPS”) exceeded our three-year CEPS threshold, which resulted in payment of 45% of the performance share units (“PSUs”) related to CEPS granted in 2022 for the 2022-2024 performance period and the associated dividend equivalents. |

  3. HIGHLIGHTS

    | | Customer Satisfaction, Reliability, Average Response Time, and EID Scorecard metrics performed at or above target for our Short-Term Incentive Plan. Our Utility Earnings Per Share performance landed above threshold, and Cost Per Customer metric landed below threshold, resulting in a total annual cash incentive payment of 74% of target. | | | Our Total Shareholder Return (“TSR”) exceeded our TSR threshold, which resulted in a final payment of 55% of the PSUs related to TSR granted in 2022 for the 2022-2024 performance period and the associated dividend equivalents. | | | Our CEO compensation strongly aligns with our shareholder interests: 60% in long-term incentive equity, 20% in annual cash incentive, and 20% base salary. | | | Our CEO’s pay is 27 times higher than our median employee’s pay. |

  4. SUMMARY OF BOARD CORE COMPETENCIES

    SUMMARY OF BOARD CORE COMPETENCIES Our director nominees bring a balance of relevant skills to the boardroom, as well as an effective mix of diversity and experience. A summary of the director nominees’ core competencies is shown below:

  5. SUMMARY OF BOARD CORE COMPETENCIES

    | Qualifications and Expertise | | | | | | | | | | | | Total | | Financial Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes. | | ● | ● | | ● | ● | ● | ● | | ● | ● | 8/11 | | Leadership Extended experience leading a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 11/11 | | Business Innovation Experience driving business success, with an understanding of diverse business environments including regional considerations, economic conditions, cultures, and regulatory frameworks, as well as disruptive innovation. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 11/11 | | Energy and Utilities Experience with the unique operating, regulatory, and financial aspects of the utility industry and related risks, including energy and commodity markets. | | | | ● | | | ● | | ● | | | 3/11 | | Technology Experience working in operating and administrative technology, including expertise in cybersecurity. | ● | | | ● | ● | | ● | | ● | | ● | 6/11 | | Regulatory, Environmental and Risk Experience with and an understanding of the regulated nature of the utility industry, including environmental regulation, the clean energy transition, and oversight of risk. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 11/11 | | Mergers and Acquisitions The ability to analyze the fit of a company’s strategy and culture, accurately value transactions, and evaluate operational integration plans. | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10/11 |

  6. SUMMARY OF BOARD CORE COMPETENCIES

    | 100% of our directors participate in Board Governance | 91% of our directors are independent | 36% of our directors added in the last 5 years | 60.3 yrs is the average age of our director nominees |

  7. SUMMARY OF BOARD CORE COMPETENCIES

    | 6 | |

  8. SUMMARY OF BOARD CORE COMPETENCIES

    Except as otherwise indicated, committee membership is as of the date of this proxy statement.

  9. SUMMARY OF BOARD CORE COMPETENCIES

    | Julie A. Bentz INDEPENDENT DIRECTOR NOMINEE Age: 60 Tenure: 3 Years Committees: • Environmental, Technology, Operations • Finance | MAJOR GENERAL (RETIRED) BENTZ is one of the principals of BDR LLC, a tree farm and fish hatchery management company, and the sole principal of HOMR LLC, a national security and leadership consulting firm. She retired in 2019 after a successful 33-year career spanning active, reserve and National Guard commissioned service. She has been a recurring member of the White House National Security Council Staff and Homeland Security Council for the Executive Office of the President. While working at the White House, her roles included Senior Advisor for Emerging Technologies and Director of Strategic Capabilities. She also held numerous roles in the Department of Defense at the Pentagon. Major General (Retired) Bentz holds an M.S. in National Security Strategy from the National Defense University, a Ph.D. and M.S. in Nuclear Engineering from the University of Missouri, and a B.A. in Radiological Health from Oregon State University. Board and Philanthropic Service: • Chair, External Advisory Board for National Security Programs, Sandia National Laboratory • Chair, External Review Committee for Strategic Deterrence, Lawrence Livermore National Laboratory • Board Member, External Review Committee for Global Security, Lawrence Livermore National Laboratory • Senior Advisor, Santiam Canyon Lionshead and Beachie Creek Wildfires Long Term Recovery Group • Member, CACI Strategic Advisory Group • Member, College of Engineering Dean’s Leadership Council, Oregon State University Reasons for Nomination: Ms. Bentz brings to the Board an extensive background in technology and security, both physical and cyber, as well as unique experience serving under three separate United States Presidents on security-related policy matters. Through her service on both the Finance Committee and the Environmental, Technology and Operations Committee, Ms. Bentz provides a unique and valuable perspective on a wide range of issues, including financial matters and investments, as well as issues involving climate change and clean energy transition, technology, and operational safety and security. |

  10. SUMMARY OF BOARD CORE COMPETENCIES

    | Donald C. Burke INDEPENDENT DIRECTOR NOMINEE Age: 64 Tenure: 13 Years Committees: • Vice Chair of the Board • Audit (Chair) • Executive • Governance | MR. BURKE was a managing director of BlackRock, Inc and served as the president and CEO of the BlackRock US mutual funds until his retirement in 2009. In this role, Mr. Burke was responsible for the accounting, tax and regulatory reporting requirements for over 300 open and closed-end mutual funds. Mr. Burke joined BlackRock in connection with the merger with Merrill Lynch Investment Managers (“MLIM”), taking a lead role in the integration of the two firms’ operating infrastructures. While at MLIM, Mr. Burke was the Head of Global Operations and Client Services and also served as the Treasurer and CFO of the MLIM mutual funds. He started his career in public accounting. Mr. Burke is a certified public accountant and received a B.S. in Accounting and Economics from the University of Delaware and an M.B.A. in Taxation from Pace University. Board and Philanthropic Service: • Board Member and Audit Committee Chair, Virtus mutual fund complex • Board Member and Audit Committee Chair, Duff & Phelps mutual fund complex • Former Board Member, Goldman Sachs mutual fund complex • Former Board Member, BlackRock global funds • Former Board Member and Treasurer, Crohn’s and Colitis Foundation Reasons for Nomination: Mr. Burke brings significant financial and accounting experience to the Board from his years in public accounting and his role as the treasurer and CFO of numerous mutual funds. Through his service as Chair of the Audit Committee and as the designated Audit Committee Financial Expert, Mr. Burke’s background enhances his performance of a critical leadership role in overseeing the integrity of the Company’s financial statements and related controls, compliance with legal and regulatory requirements, and the performance of the Company’s internal audit function and independent auditors. In addition, as a member of the Governance Committee, Mr. Burke provides a unique and valuable perspective on the Company’s corporate governance and corporate responsibility programs and activities. As a result of his demonstrated excellence in helping lead the Board, Mr. Burke was selected to serve as Vice Chair of the Board. |

  11. SUMMARY OF BOARD CORE COMPETENCIES

    | 2025 PROXY STATEMENT | 7 |

  12. SUMMARY OF BOARD CORE COMPETENCIES

    | Kevin B. Jacobsen INDEPENDENT DIRECTOR NOMINEE Age: 58 Tenure: 2 Years Committees: • Audit • Environmental, Technology, Operations | MR. JACOBSEN is the Chief Financial Officer of The Clorox Company (NYSE: CLX), a role he has held since 2018. As CFO, Mr. Jacobsen is the senior executive responsible for Clorox’s financial activities, including general accounting, external reporting, financial planning, treasury, tax, and investor relations, as well as oversight of the company’s internal audit function. From 2011 until his appointment as CFO, Mr. Jacobsen served as vice president of financial planning and analysis for Clorox. Prior to that, he served in various roles for Clorox, including as vice president of finance, business development and international; vice president of finance, specialty division; and finance management positions for the Kingsford, Cat Litter and Brazil businesses and the product supply organizations of Clorox. He started his career with Clorox in 1995 after spending five years with General Motors Corporation (NYSE:GM) in various finance and accounting roles. Board and Philanthropic Service: • Former Member of the Economic Advisory Council, Federal Reserve Bank of San Francisco Reasons for Nomination: Mr. Jacobsen brings a deep knowledge of financial and accounting issues to the Board, as well as experience as an executive of a publicly traded company operating in competitive product markets. Mr. Jacobsen’s background and experience enables him to provide a unique and valuable perspective on the Company’s business and operational risks through his anticipated service on the Environmental, Technology and Operations Committee. In addition, given his broad financial background, Mr. Jacobsen is a valuable member of the Board’s Audit Committee, where he provides important oversight over the integrity of the Company’s financial statements and related controls, compliance with legal and regulatory requirements, and the performance of the Company’s internal audit function and independent auditors. |

  13. SUMMARY OF BOARD CORE COMPETENCIES

    | Rebecca A. Klein INDEPENDENT DIRECTOR NOMINEE Age: 59 Tenure: 15 Years Committees: • Compensation • Environmental, Technology, Operations (Chair) | MS. KLEIN is the principal of Klein Energy, LLC, an energy consulting company based in Austin, Texas. Over the last 25 years, she has worked in Washington, DC and in Texas in the energy, telecommunications and national security arenas. Ms. Klein’s professional experience includes service with KPMG Consulting (now Deloitte) where she headed the development of the company’s Office of Government Affairs and Industry Relations in Washington, DC. She has served as a commissioner and chair of the Texas Public Utilities Commission and as a Senior Fellow with Georgetown University’s McDonough School of Business. She is a retired Lieutenant Colonel of the Air Force Reserve and a member of the State Bar of Texas. Ms. Klein holds a B.A. in Human Biology from Stanford University, an M.B.A. from MIT, an M.A. in National Securities Studies from Georgetown University, and a J.D. from St. Mary’s University School of Law in San Antonio, Texas. Board and Philanthropic Service: • Board Member, Diamondback Energy, an upstream oil and gas company • Board Member, San Jose Water Group, a California water utility with national subsidiaries • Founder and Board Member, Texas Energy Poverty Research Institute • Board and Faculty Member, Christian Latina Leadership Institute Reasons for Nomination: Ms. Klein possesses a deep knowledge of the energy industry, energy markets and energy regulation, as well as legal expertise in energy and telecommunications and experience in technology and cybersecurity issues. She provides a unique diversity of background and perspective to the Board generally, but particularly in her role as chair of the Environmental, Technology & Operations Committee, Ms. Klein is able to provide critical leadership around the Company’s business and operational risks, environmental activities and objectives, and its strategies relating to physical and cyber security, technology, and data governance. As a member of the Compensation Committee, Ms. Klein helps provide oversight on executive compensation matters, as well as the Company’s strategies, objectives and performance relating to human capital management, including diversity, equity, and inclusion. |

  14. SUMMARY OF BOARD CORE COMPETENCIES

    | 8 | |

  15. SUMMARY OF BOARD CORE COMPETENCIES

    | Sena M. Kwawu INDEPENDENT DIRECTOR NOMINEE Age: 56 Tenure: 4 Years Committees: • Environmental, Technology, Operations • Finance (Chair) | MR. KWAWU is an operationally focused senior executive with 30+ years of experience in high growth and mature public and private companies across multiple industries. He currently serves as President, In-Home Services at Cinch Home Services, Inc., a home services company with flexible home service (warranty) plans sold through multiple partner channels. Prior to this role, Mr. Kwawu served as the senior vice president of operations of Frontdoor, Inc. (NASDAQ: FTDR), the largest home services (warranty) company in the US. Prior to joining Frontdoor, Mr. Kwawu was with Starbucks Corporation (NASDAQ: SBUX), where he was the senior vice president of finance and business operations. He joined Starbucks as the senior vice president of global supply chain finance. His career also includes global leadership roles with State Street Corporation (NYSE:STT), Genworth Financial (NYSE: GNW) and General Electric Company (NYSE: GE). Mr. Kwawu holds a B.B.A. from George Washington University and an M.B.A. from University of Michigan. Mr. Kwawu is the board chair for VillageReach, a non-profit global health innovator developing new solutions to critical healthcare challenges in low- and middle-income countries, mostly on the African continent. Board and Philanthropic Service: • Board Chair, VillageReach • Board Member, The Executive Leadership Council Reasons for Nomination: Mr. Kwawu has extensive background as a public company executive, which includes experience with risk management, supply chain management, finance, banking, mergers and acquisitions, technology and customer service. Mr. Kwawu’s background allows him to bring a diversity of perspective to Board-related matters. Mr. Kwawu’s experience with operational, supply chain and technology issues allow him to provide unique insights and perspective to his service on the Company’s Environmental, Technology & Operations Committee, which oversees the business and operational risks of the Company, the Company’s environmental performance and strategy, employee and public safety, supply chain risk, and physical and cyber security, technology and data management. Likewise, through his service on the Finance Committee, Mr. Kwawu is able to bring his extensive financial background to bear in helping ensure proper oversight of the Company’s strategies, budgets, forecasts and financial plans and programs to enable the Company to meet its short- and long-term goals and objectives. |

  16. SUMMARY OF BOARD CORE COMPETENCIES

    | Scott H. Maw INDEPENDENT DIRECTOR NOMINEE Age: 57 Tenure: 8 Years Committees: • Compensation (Chair) • Governance | MR. MAW served as executive vice president and CFO of Starbucks Corporation (NASDAQ: SBUX) from February 2014 until his retirement in November 2018. In that capacity, Mr. Maw was responsible for the company’s Global Finance organization. Prior to that, he served as senior vice president of Corporate Finance of Starbucks where he was responsible for corporate finance, including accounting, tax and treasury. Mr. Maw also had oversight of 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, a specialty workers’ compensation insurer, from 2010 to 2011. From 2008 to 2010, he served as CFO of the Consumer Banking division of JPMorgan Chase & Co. (NYSE: JPM), having previously held a similar position at Washington Mutual Bank. From 1994 to 2003, he served in various finance leadership positions at General Electric Company, including serving as CFO of GE Insurance Holdings, Inc. in London. Mr. Maw graduated from Gonzaga University with a B.A. in Accounting. Board and Philanthropic Service: • Board Member, Board of Trustees, Gonzaga University • Board Member and Audit Committee Chair, Alcon, Inc. (NYSE: ALC), a Swiss medical company specializing in eye care products • Board Chair, Chipotle Mexican Grill, Inc. (NYSE: CMG) Reasons for Nomination: Mr. Maw brings more than 30 years of financial experience, including extensive experience as a senior executive of several public companies and deep expertise on financial matters and global business operations, to his service on the Board. Mr. Maw provides critical leadership to the Board through his role as Chair of the Compensation Committee, through which he helps ensure proper executive compensation practices and philosophies, provides oversight over the organizational structure and executive personnel of the Company, and helps ensure proper oversight of the Company’s strategies, objectives and performance relating to human capital management, including diversity, equity and inclusion. Likewise, Mr. Maw’s extensive executive experience allows him to bring a unique and valuable perspective to his service on the Board’s Governance Committee, as well as to the Company’s disclosure of corporate responsibility matters, including environmental, social and governance issues. |

  17. SUMMARY OF BOARD CORE COMPETENCIES

    | 2025 PROXY STATEMENT | 9 |

  18. SUMMARY OF BOARD CORE COMPETENCIES

    | Scott L. Morris INDEPENDENT DIRECTOR NOMINEE Age: 67 Tenure: 18 Years Committees: • Chair of the Board • Executive (Chair) • Finance | MR. MORRIS has been Chair of the Company since January 2008. From January 2008 to October 1, 2019, he also served as the Company’s CEO. From January 2008 to January 2018, he served as the Company’s President. From May 2006 to December 2007, he served as the Company’s President and Chief Operating Officer (“COO”). Mr. Morris was hired by the Company in 1981 and his experience includes management positions in construction and customer service, as well as management of the Company’s Oregon utility business. He was elected as a vice president in November 2000 and, in February 2002, he was elected as a senior vice president. Mr. Morris is a graduate of Gonzaga University and received his M.A. in organizational leadership from Gonzaga. He also completed the Stanford Business School Financial Management Program and the Kidder Peabody School of Financial Management. Board and Philanthropic Service: • Board Member, McKinstry Co., LLC, a building systems design, operation and maintenance company • Lead Director, California Water Service, the largest regulated American water utility west of the Mississippi River and the third largest in the country • Board Member, Iron Horse Acquisitions, a diversity media and entertainment SPAC company • Trustee Emeritus, Gonzaga University • Board Member, Idaho Chapter of the Nature Conservancy • Board Member, various Spokane nonprofit and economic development Boards Reasons for Nomination: Mr. Morris, in his position as Chair of the Board, leads the overall activities of the Board. He has extensive utility experience, having spent his entire career in the industry. He brings a deep knowledge and understanding of the Company and its subsidiaries, as well as the Company’s overall strategies, activities and objectives, including those relating to operational performance; environmental, social and governance issues; clean energy; employee development, retention and attraction; financial performance; and ethical corporate governance. Through his service on the Finance Committee, Mr. Morris helps ensure adequate oversight of the Company’s financial strategies, budgets, forecasts and financial plans and programs to enable the Company to meet its short- and long-term goals and objectives. Mr. Morris also delivers keen insight into the economic, political and cultural characteristics of the Company’s service territories and the Pacific Northwest as a whole. |

  19. SUMMARY OF BOARD CORE COMPETENCIES

    | Jeffry L. Philipps INDEPENDENT DIRECTOR NOMINEE Age: 69 Tenure: 5 Years Committees: • Audit • Compensation | MR. PHILIPPS was President and CEO of Rosauers Supermarkets, Inc. from July 2000 until his retirement in August 2021, during which time he oversaw the strategy and all operations of a retail grocery company operating 22 retail stores across the Pacific Northwest. Over the span of his career, Mr. Philipps has also played an integral role in the economic vitality of the greater Spokane area and Inland Pacific Northwest region through his leadership roles in a multitude of different regional and national organizations and entities. Mr. Philipps is a member of the Public Library Foundation Citizen Hall of Fame and was named “Retailer of the Year” twice by the Washington Food Industry Association. Mr. Philipps is a graduate of Carroll College in Helena, Montana, where he earned B.A. degrees in Business, Economics and Accounting. Board and Philanthropic Service: • Board Chair of Life Sciences Spokane, a GSI initiative to develop and support a life and bioscience economy in Spokane, Washington • Board Member, Innovia Foundation • Board Member, Inland NW Council of the Boy Scouts of America • Community Advisory Board Member, University of Washington and Gonzaga University Regional Health Partnership • Former Board Chair, Washington Food Industry Association • Former Campaign Chair, United Way of Spokane County Campaigns • Former Board Chair, Greater Spokane Incorporated (GSI) • Former Board Chair, Providence Community Mission Board • Former Community Advisory Board Member, Washington State University Elson S. Floyd College of Medicine Reasons for Nomination: Mr. Philipps brings a long history of leadership, economic development, and innovation to the Board, including more than 20 years of experience as the CEO of a retail grocery company and a background in accounting and finance, mergers and acquisitions, supply chain, organizational development, human resources, economic development, political and regulatory affairs, and consumer retail sales. His extensive background in these areas make him a valuable member of the Compensation Committee of the Board, through which he helps ensure proper alignment of executive compensation and structure, as well as oversight of human capital management and diversity, equity and inclusion issues. Likewise, through his past service on the Finance Committee, and now the Audit Committee, Mr. Philipps brings his unique and valuable leadership and background to bear in helping provide oversight of the Company’s financial strategies and objectives. |

  20. SUMMARY OF BOARD CORE COMPETENCIES

    | 10 | |

  21. SUMMARY OF BOARD CORE COMPETENCIES

    | Heather L. Rosentrater NON-INDEPENDENT DIRECTOR NOMINEE Age: 47 Tenure: First Year Committees: • Executive | MS. ROSENTRATER has been President and CEO of the Company since January 1, 2025. As CEO, Ms. Rosentrater oversees all aspects of the Company’s business and its strategies. Previously, Ms. Rosentrater served as President and Chief Operating Officer (from October 2023); Senior Vice President and Chief Operating Officer (from September 2022); and Vice President of Energy Delivery (from November 2015). Ms. Rosentrater also serves as the chair of the board of Avista’s subsidiary Alaska Electric Light and Power Company. Ms. Rosentrater joined Avista in 1996 as a student engineering technician for Avista Labs, a fuel cell subsidiary business that was later sold. She joined Avista Corporation as an electrical engineer in 1999 and, since 2006, has served in leadership roles across Avista’s electric and natural gas businesses. Ms. Rosentrater is a graduate of Gonzaga University with a B.S. in Electrical Engineering. Board and Philanthropic Service: • Board Member, American Gas Association (AGA) • Board Member, Edison Electric Institute (EEI) • Board Member, Western Energy Institute (WEI) • Board Member, Washington Roundtable • Board Member, Avista Foundation • Board Member, Second Harvest Inland Northwest • Board Member, Urbanova • Member, Gonzaga University School of Engineering and Applied Science Executive Council • Former Board Member, YWCA Spokane • Former Board Member, Vanessa Behan Crisis Nursery Reasons for Nomination: Ms. Rosentrater brings extensive utility experience to her position on the Board, spending more than 25 years with the Company and its subsidiaries. Throughout, she has served as a thought leader, both within the Company and throughout the industry, on a wide range of issues, including decarbonization, grid resiliency, wildfire mitigation, employee development, safety and security, operational excellence, ethical corporate governance, and financial performance. She has likewise provided critical leadership to the Company in the development of its short- and long-term strategies and helped to position the Company to successfully execute those strategies going forward. Ms. Rosentrater has deep roots in the Pacific Northwest, giving her a unique understanding of the Company’s history and the role it plays in the communities it serves, as well as a deep appreciation of its customer base and the economic and political issues that shape its service territory. |

  22. SUMMARY OF BOARD CORE COMPETENCIES

    | Heidi B. Stanley INDEPENDENT DIRECTOR NOMINEE Age: 68 Tenure: 19 Years Committees: • Audit • Executive • Governance | MS. STANLEY is co-owner and chair of Empire Bolt & Screw, Inc., a privately-held international distribution company headquartered in Spokane, Washington. Prior to that, Ms. Stanley spent 24 years in the banking industry. She served as CEO and chair of Sterling Savings Bank from January 2009 to October 2009. From January 2008 to December 2008, she served as director, vice chair, president & CEO. From October 2003 to December 2007, she served as director, vice chair and COO. Previously, she held a variety of leadership positions with increasingly higher levels of managerial responsibility. Prior to joining Sterling in 1985, Ms. Stanley worked for IBM in San Francisco, California and Tucson, Arizona. Throughout her career, Ms. Stanley has provided leadership to the greater Spokane area and the Inland Pacific Northwest region through her service on a variety of charitable, educational and cultural organizations. Ms. Stanley graduated from Washington State University with a B.A. in Business Administration. Board and Philanthropic Service: • Board Member, Forterra, Inc., a for-profit, wholly-owned subsidiary of the Association of Washington Business • Founding Member, Greater Spokane Incorporated • Board Member, various other charitable, educational and cultural organizations • Former Board Member, Washington Policy Center • Former Board Chair, Association of Washington Business • Former Board Chair, Inland Northwest YMCA • Former Board Member, Spokane Symphony Reasons for Nomination: Ms. Stanley’s varied business experiences provide a diverse business perspective on risk analysis, operations, policy development, mergers and acquisitions, organizational development, board governance and capital markets. In addition, she has a long history of leadership, economic development and community support activities, all of which allow her to provide valuable leadership on governance and corporate responsibility matters through her service on the Governance Committee. In addition, through her broad financial background, Ms. Stanley is a valuable member of the Board’s Audit Committee, where she plays an important role in ensuring proper oversight of the integrity of the Company’s financial statements and related controls, compliance with legal and regulatory requirements, and the performance of the Company’s internal audit function and independent auditors. In addition, Ms. Stanley provides deep understanding of the Company’s customer base, as well as economic and political issues throughout the Company’s service territories. |

  23. SUMMARY OF BOARD CORE COMPETENCIES

    | 2025 PROXY STATEMENT | 11 |

  24. SUMMARY OF BOARD CORE COMPETENCIES

    | Janet D. Widmann INDEPENDENT DIRECTOR NOMINEE Age: 58 Tenure: 11 Years Committees: • Finance • Governance (Chair) | MS. WIDMANN has more than 25 years of executive experience in health care service and technology-enabled health care companies. She is an Operating Partner with Varsity Healthcare Partners and previously served as the CEO of Acorn Health, a national provider of services to children with autism, and president and CEO of Kids Care Dental, a pediatric dental, orthodontic and oral surgery company. Ms. Widmann was executive vice president and chief executive of Blue Shield of California, a national health plan where she had overall profit and loss responsibility for $15 billion in annual revenue and 3.5 million members. Ms. Widmann began her career at Health Net, eventually serving as the COO of its dental and vision subsidiaries. Ms. Widmann has been consistently named one of the “Most Influential Women in the Bay Area” by the San Francisco Business Journal. Ms. Widmann holds a B.S. in Health Administration from California State University, Northridge and an M.A. in Health Administration from the University of Southern California. Board and Philanthropic Service: • Board Member, Orthopedic Care Partners • Board Member, Ideal Option • Member, The Committee of 200 • Member, McKinsey & Company’s Bay Area Women’s Executive Roundtable • Member, International Women’s Forum • Former Board Member, Delta Dental of California • Former Executive Chair, Acorn Health • Former Board Chair, Cutera (NASDAQ: CUTR) • Former Board Member, California Health Professions Education Foundation; Bay Area Business Council • Former Board Member, Versant Health Reasons for Nomination: Ms. Widmann brings a strong background of executive leadership and economic development to her service on the Board. Her experience as CEO and COO of private companies includes risk management and oversight, finance and investment banking, mergers and acquisitions, technology and cybersecurity, organizational development and human resources, innovation, economic development and customer service. As the Chair of the Governance Committee, Ms. Widmann provides critical leadership in the oversight of governance-related issues, as well as the Company’s disclosure of corporate responsibility matters, including environmental, social and governance issues. In addition, Ms. Widmann is a valuable member of the Board’s Finance Committee which provides oversight of the Company’s financial strategies, plans, programs, goals and objectives. |

  25. SUMMARY OF BOARD CORE COMPETENCIES

    | | The Board recommends a vote “FOR” all director nominees. |

  26. SUMMARY OF BOARD CORE COMPETENCIES

    | 12 | |

  27. Board Committees

    The Board regularly reviews director compensation with the assistance of Meridian Compensation Partners (the same consultant used for executive compensation) to determine whether it is appropriate and competitive in light of market circumstances and prevailing best practices for corporate governance for the energy/utility industry. The Board targets overall director compensation to the median of the same peer group used to review executive compensation. (See “Competitive Analysis and Peer Group” in the Compensation Discussion and Analysis.) As a result of this review process, the annual retainer for directors was increased from $225,000 to $235,000 effective September 1, 2024. The elements of director compensation reflect the Board’s view that compensation to the independent directors should consist of an appropriate mix of cash and stock. The cash portion of the retainer is paid quarterly, and the stock portion is paid annually (as soon as practicable following the Annual Meeting). Employee directors are not compensated for their Board service.

  28. Elements of Director Compensation

    Elements of Director Compensation

  29. Elements of Director Compensation

    | Pay Element | | Compensation | | Annual Retainer (cash and stock) | Board Members: | $235,000 | | | (Directors receive an annual retainer of $235,000, with $135,000 automatically paid in stock. Directors have the option of taking the balance in cash, stock or a combination of both cash and stock.) | | | Additional Chair and Committee Chair Retainers (cash) | Audit Committee: | $20,000 | | | Compensation Committee: | $17,500 | | | Environmental Committee: | $15,000 | | | Finance Committee: | $15,000 | | | Governance Committee: | $15,000 | | | Vice Chair: | $30,000 | | | Non-Executive Chair: | $100,000 |

  30. Elements of Director Compensation

    Each director is entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with meetings of the Board or its committees and related activities, including third party 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 does not provide perquisites or other personal benefits to its Board members.

  31. Director Compensation Table — 2024

    Director Compensation Table — 2024

  32. Director Compensation Table — 2024

    | | Annual Retainer | | | | Director Name | Director Compensation Paid in Cash ($)(1) | Director Compensation Paid in Stock ($)(2) | Total Compensation ($)(3) | | Julie A. Bentz | $96,693 | $131,641 | $228,333 | | Donald C. Burke | $146,693 | $131,641 | $278,333 | | Kevin B. Jacobsen | $5,147 | $223,186 | $228,333 | | Rebecca A. Klein | $111,693 | $131,641 | $243,333 | | Sena M. Kwawu | $111,693 | $131,641 | $243,333 | | Scott H. Maw | $114,193 | $131,641 | $245,833 | | Scott L. Morris | $196,693 | $131,641 | $328,333 | | Jeffry L. Philipps | $96,693 | $131,641 | $228,333 | | Heidi B. Stanley | $96,693 | $131,641 | $228,333 | | Janet Widmann | $111,693 | $131,641 | $243,333 | | Totals | $1,087,882 | $1,407,951 | $2,495,833 |

  33. Director Compensation Table — 2024

    | 1. | Amounts in this column include cash retainers, fractional stock issuances, Chair retainers, and Board and committee meeting fees. |

  34. Director Compensation Table — 2024

    | 2. | Amounts in this column include stock issuances. Stock is issued in whole shares based on the current market price at the time of issuance. Stock is fully vested upon issuance. All fractional shares are paid in cash. |

  35. Director Compensation Table — 2024

    | 3. | The Company does not provide perquisites or other personal benefits to its Board members. |

  36. Director Compensation Table — 2024

    | 22 | |

  37. Business Results Impact on Incentive Compensation

    | RECENT PERFORMANCE RESULTS: SELECT ANNUAL INCENTIVE PLAN METRICS |

  38. Business Results Impact on Incentive Compensation

    | RECENT PERFORMANCE RESULTS: LONG-TERM INCENTIVE PLAN METRICS | | | | |

  39. Business Results Impact on Incentive Compensation

    | * The target amount shown for the RSUs is the grant date fair value of the portion of the 2022, 2023, and 2024 awards that could have vested if the CEO was not terminated on December 31, 2024. The target amount for the CEO’s PSUs represents the aggregate grant date fair value of the 2022 awards that could have vested if the TSR and the three-year CEPS performance conditions were met for the 2022-2024 performance period. The amount shown as the actual compensation realized by our CEO for 2024 includes his base salary, the actual annual cash incentive plan amount paid in early 2025 for 2024 performance, the value, as of the vesting date, of the RSUs that vested in early 2025, and the actual value, as of the vesting date, of the PSUs that were realized for the 2022 – 2024 performance period. Values for RSUs and PSUs do not include dividend equivalents. |

  40. Compensation Governance Practices

    | • We align pay and performance • We mitigate undue risk (see Risk Mitigation Overview) • We maintain stock ownership guidelines consistent with market practices • We maintain a recoupment (i.e., clawback) policy that allows the Company to recoup compensation due to financial and other detrimental misconduct • We pay Change in Control (“CIC”) severance solely upon a double trigger • The Compensation Committee reviews NEO tally sheets annually • The Compensation Committee is composed entirely of independent directors • The Compensation Committee engages an independent compensation consultant • The Compensation Committee regularly meets in executive sessions without management present | • We do not provide perquisites • We do not permit hedging or short sales of Company stock by directors or officers • We do not permit pledging of company stock by directors or officers • We restrict the purchase and sale of securities under an insider trading policy • We do not pay dividends or dividend equivalents on performance awards unless and until the awards are earned • We do not provide any tax gross-ups under our CIC Plan • We no longer offer additional Supplemental Executive Retirement Plan (“SERP”) service credits as a recruitment tool for hiring executives |

  41. ROLE OF THE COMPENSATION CONSULTANT

    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 2024, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant. (The Committee also purchased survey information from the Willis Towers Watson (“WTW”) Energy Services Executive Compensation database but did not otherwise consult with WTW.) Meridian provides the Compensation Committee consulting services solely relating to executive compensation and related governance matters. In accordance with NYSE rules, the Compensation Committee determined Meridian is independent and, further, no conflicts of interest arose due to Meridian’s services rendered to the Compensation Committee. A representative of Meridian attended Compensation Committee meetings in 2024 and advised the Compensation Committee on the principal aspects of executive compensation, including the competitiveness of program design and award values and specific analyses for our executive officers. The Compensation Committee determines the work to be performed by Meridian. Meridian works with our Senior Vice President of Safety & Chief People Officer and his staff to gather data required in preparing its analyses for Compensation Committee review. Meridian provides services or advice to management only to the extent requested by the Compensation Committee. Meridian interacts 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 the Compensation Committee can make independent decisions about executive pay.

  42. RISK MITIGATION OVERVIEW

    | • | Short- and long-term incentive payments are capped; |

  43. RISK MITIGATION OVERVIEW

    | • | Annual cash incentive design balances key performance metrics focused on financial results and system sustainability over time; |

  44. RISK MITIGATION OVERVIEW

    | • | The total compensation program does not guarantee bonuses and has multiple financial and non-financial performance measures; |

  45. RISK MITIGATION OVERVIEW

    | • | The Compensation Committee reviews both short-term and long-term financial scenarios with a view to ensuring the plan design does not encourage executives to take excessive risks but also does not discourage appropriate risks; |

  46. COMPENSATION PHILOSOPHY AND OBJECTIVES

    COMPENSATION PHILOSOPHY AND OBJECTIVES Our executive compensation program is designed to align executive pay with our financial and operational performance and the creation of long-term value for our shareholders. To accomplish these objectives, our compensation program incents executive officers to achieve specific annual, long-term, and strategic goals and improves shareholder value. The Compensation Committee believes the overall compensation of our senior executives should be weighted toward variable performance-based compensation. As a result, a significant portion of compensation is linked with goals related to specific items of corporate performance likely to produce long-term shareholder and customer value. 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 PSUs. The charts also show the portion of target compensation for our CEO and the average target compensation for our other NEOs directly linked to share value, including RSUs and PSUs.

  47. COMPETITIVE ANALYSIS AND PEER GROUP

    COMPETITIVE ANALYSIS AND PEER GROUP The Compensation Committee believes it is important to provide a compensation structure competitive with compensation paid to comparable executives of companies within the energy/utility industry to ensure the Company can attract and retain 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) at the median of the peer group. Pay components for an individual 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. 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 2024, our NEO compensation was compared with market data, as disclosed in proxy statements, from the fifteen companies in the S&P 400 Mid-Cap Utilities Index (“Proxy Peer Group”). This group is designed to be representative of the Company’s business, size and competitive market for talent. The use of publicly disclosed data allows the Company to maintain a consistent peer group. The Proxy Peer Group can change slightly from year to year due to changes in company size and weightings determined by S&P. In 2024, Vistra Corp was removed, and PNM Resources was renamed TXNM Energy. The companies comprising the 2024 Proxy Peer Group were:

  48. COMPETITIVE ANALYSIS AND PEER GROUP

    | ALLETE, Inc. | New Jersey Resources Corporation | Portland General Electric Co. | | Black Hills Corporation | NorthWestern Corporation | Southwest Gas Holdings, Inc. | | Essential Utilities, Inc. | OGE Energy Corp | Spire Inc. | | IDACORP, Inc. | ONE Gas, Inc. | TXNM Energy, Inc. | | National Fuel Gas Company | Ormat Technologies, Inc. | UGI Corporation |

  49. COMPETITIVE ANALYSIS AND PEER GROUP

    To supplement market data derived from the Proxy Peer Group, the Compensation Committee also considers benchmark compensation data derived from the WTW Energy Services Executive Compensation database, which covers comparable diversified energy companies with revenues between $1 billion and $3 billion and with median revenues of $1.84 billion. This supplemental compensation data helps to inform the Compensation Committee on broad market compensation practices and trends within the energy services sector.

  50. LONG-TERM EQUITY COMPENSATION

    LONG-TERM EQUITY COMPENSATION The Compensation Committee believes 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 increase their ownership in the Company through grants of Company stock that can be earned based on either service or performance, over a three-year cycle. Using long-term performance awards and time-based restricted stock units (“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 2024 equity grants, the Compensation Committee determined each NEO’s target LTIP value based on competitive market data and the NEO’s 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, at the median of the Proxy Peer Group. The Compensation Committee determined 70% of the NEO’s target LTIP value would be granted in the form of performance share units (“PSUs”) and 30% of the NEO’s target LTIP value would be granted in the form of RSUs; this was updated from 2022 when the allocation mix was 75% and 25%, respectively. Awards are generally granted each year at the February Compensation Committee meeting and the granting of awards is not coordinated with the release of material non-public information.

  51. Performance-Based Equity Awards

    Performance-Based Equity Awards In February 2024, the Compensation Committee approved the grant of PSUs to each NEO. The 2024 PSUs are designed to provide a direct link to the long-term interests of shareholders by ensuring shares will be paid only if the Company attains specified performance levels. For 2024, 17.5% of the awards were contingent on our Total Shareholder Return (“TSR”) relative to our peers and 52.5% was measured by our Cumulative Earnings Per Share (“CEPS”) over a three-year period. For 2024, the Compensation Committee considered market data provided by Meridian regarding the total compensation levels for our CEO and all other NEOs compared to the median of the Proxy Peer Group. The peer group for TSR performance purposes consists of the 15 companies comprising the S&P 400 Mid-Cap Utilities Index 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. Beginning with the 2024 grant, the peer companies reported in the index to be used in the ranking will be captured at the performance award grant date and will remain unchanged throughout the performance cycle. If S&P drops a company out of the index and/or adds another, the new company will not be included in the ranking and the dropped company will remain included in the ranking, provided it remains a publicly-traded company.

  52. Performance-Based Equity Awards

    | 2025 PROXY STATEMENT | 37 |

  53. Performance-Based Equity Awards

    The number of PSUs which vest is determined at the end of the three-year performance cycle based on the Company’s percentile rate-of-return ranking compared to the companies in the S&P 400 Mid-Cap Utilities Index, and are 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, 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 Compensation Committee seeks to establish performance levels that assure the goals are realistic enough to be achievable yet difficult enough to incentivize outstanding performance. The amount of payment of any award is determined at the end of the three-year performance cycle based on the Company’s 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, accumulated dividends are forfeited as well.

  54. Range of Award Opportunity for Performance Share Units

    Range of Award Opportunity for Performance Share Units Each year, the Compensation Committee approves a grant to each NEO of a target number of PSUs that vest over a three-year performance cycle based on achieving pre-determined performance goals. The number of PSUs that may be earned at the end of the performance cycle can range from 0% to 200% of the target, depending upon the level of achieved performance. The target number of PSUs granted to each NEO is determined by dividing the NEO’s target LTIP value allocated to PSUs by the grant date share price of our common stock. The table below shows the changes made to the target value of PSU grants in 2024 for the 2024 through 2026 performance period for our NEOs. In general, the target value of PSUs aligns with market data for 2024. Ms. Rosentrater received an increase in value to align her closer to market due to her promotion in 2023, and Mr. Hesler received an increase to bring him closer to market at the SVP level.

  55. Range of Award Opportunity for Performance Share Units

    | | 2023 Grant ($) | % Change | 2024 Grant ($) | | D. P. Vermillion | $1,872,560 | 4.7% | $1,960,065 | | K. J. Christie | $385,104 | 0.0% | $385,021 | | H. L. Rosentrater | $385,041 | 36.4% | $525,047 | | J. R. Thackston | $287,059 | 0.0% | $287,069 | | G. C. Hesler | $231,058 | 12.1% | $259,031 |

  56. Range of Award Opportunity for Performance Share Units

    The table below outlines the target number of PSUs granted in 2024 by performance metric.

  57. Range of Award Opportunity for Performance Share Units

    | | Relative TSR | CEPS | 2024 Grant (#) | | D. P. Vermillion | 15,013 | 45,038 | 60,051 | | K. J. Christie | 2,949 | 8,847 | 11,796 | | H. L. Rosentrater | 4,022 | 12,064 | 16,086 | | J. R. Thackston | 2,199 | 6,596 | 8,795 | | G. C. Hesler | 1,984 | 5,952 | 7,936 |

  58. Range of Award Opportunity for Performance Share Units

    | 38 | |

  59. Range of Award Opportunity for Performance Share Units

    The following graphs show the percentage of performance share units that will be earned at different levels of achieved performance.

  60. 2022-2024 Performance Shares Settlement

    2022-2024 Performance Shares Settlement For performance shares linked to the Company’s TSR and granted in 2022 for the performance period ending December 31, 2024, the Compensation Committee held a special meeting on January 7, 2025, to review, certify, and settle the issuance of shares to executive officers. The Company’s cumulative TSR was 3.10% during the three-year performance cycle, which placed the Company at the 32nd percentile among the S&P 400 Mid-Cap Utilities Index. Based on these results, our CEO and our other NEOs earned 55% of the performance share awards granted in 2022 vesting based on TSR. Accrued cash dividend equivalents were paid out on the same percentage of performance shares covered by the 2022 grant. For performance shares linked to the Company’s CEPS and granted in 2022 for the performance period ending December 31, 2024, the Compensation Committee reviewed, certified and settled the issuance of shares to executive officers at its February 2025 meeting. The Company’s CEPS for the 2022-2024 performance cycle was $6.65. Based on these results, our CEO and our other NEOs earned 45% of the performance share awards granted in 2022 vesting based on CEPS. Accrued cash dividend equivalents were paid out on the same percentage of performance shares covered by the 2022 grant.

  61. 2022-2024 Performance Shares Settlement

    | | Realized Value Received | | | | | | | Performance Share Awards | | | | | | NEO | TSR (#) | CEPS (#) | Value | Dividend Equivalents | Total Realized Value | | D. P. Vermillion | 12,140 | 9,933 | $840,121 | $121,402 | $961,522 | | K. J. Christie | 2,378 | 1,945 | $164,537 | $23,777 | $188,313 | | H. L. Rosentrater | 2,378 | 1,945 | $164,537 | $23,777 | $188,313 | | J. R. Thackston | 2,378 | 1,945 | $164,537 | $23,777 | $188,313 | | G. C. Hesler | 1,202 | 984 | $83,202 | $12,023 | $95,225 |

  62. 2022-2024 Performance Shares Settlement

    | 2025 PROXY STATEMENT | 39 |

  63. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) In February 2024, the Compensation Committee approved the grant of RSUs to each NEO. The 2024 RSUs are designed to incent retention, link compensation to the value of the Company common stock and align the interests of our NEOs with those of our shareholders. The 2024 RSUs are subject to three-year ratable vesting. On each vesting date one-third of the RSUs are settled in shares, provided the NEO remains continuously employed by the Company through the vesting date. Dividend equivalents on RSUs accrue and are paid in cash to the extent the underlying RSUs vest. To the extent RSUs are forfeited, the accrued dividend equivalents on such RSUs also would be forfeited. The number of RSUs granted to each NEO was determined by dividing the NEO’s target LTIP value allocated to RSUs by the grant date share price of our common stock. The table below shows the changes made to the target value of RSU grants in 2024 for the 2024 through 2026 vesting period for our NEOs. As with performance share units, in general, the target value of RSUs increased to align with market data for 2024. Ms. Rosentrater received an increase in value to align her closer to market due to her promotion in 2023, and Mr. Hesler received an increase to bring him closer to market at the SVP level.

  64. Restricted Stock Units (RSUs)

    | | 2023 Grant ($) | % Change | 2024 Grant ($) | | D. P. Vermillion | $802,448 | 4.7% | $839,958 | | K. J. Christie | $164,935 | 0.0% | $164,995 | | H. L. Rosentrater | $164,981 | 36.4% | $224,955 | | J. R. Thackston | $122,959 | 0.0% | $122,955 | | G. C. Hesler | $98,947 | 12.2% | $110,976 |

  65. Restricted Stock Units (RSUs)

    The following chart shows the value realized by our NEOs for the RSUs vested and issued along with the associated cash dividend equivalents.

  66. Restricted Stock Units (RSUs)

    | | Realized Value Received | | | | | | Restricted Stock Units | | | | | NEO | # | Value | Dividend Equivalents | Total Realized Value | | D. P. Vermillion | 19,855 | $699,690 | $82,426 | $782,116 | | K. J. Christie | 3,941 | $138,881 | $16,351 | $155,232 | | H. L. Rosentrater | 4,568 | $160,976 | $19,897 | $180,873 | | J. R. Thackston | 3,192 | $112,486 | $12,690 | $125,176 | | G. C. Hesler | 3,158 | $111,288 | $11,797 | $123,085 |

  67. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    CHANGE IN CONTROL (“CIC”) 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. Effective January 1, 2020, our new Executive Change in Control Plan (“CIC Plan”) was put in place for all executive officers of the Company replacing individual agreements certain executive officers had regarding a CIC. The following are key features of the plan:

  68. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | Severance multiple: NEOs prior to January 1, 2020 would receive three times the sum of the executive’s annual base salary and target annual bonus. Future NEOs and other officers would receive two times the sum of the executive’s annual base salary and target annual bonus. |

  69. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | Severance also includes reimbursement of 18 months of COBRA premiums, if COBRA is elected by the individual. |

  70. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | 2025 PROXY STATEMENT | 41 |

  71. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | Payment of severance is conditioned on the individual’s delivery of a release of claims. |

  72. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | “Good reason” includes material diminution of authority, responsibility, pay, bonus opportunity or budget overseen, material relocation or material breach by the Company of the plan. |

  73. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | Certain protections, such as a minimum annual base salary, provided to executive officers during continued employment for up to two years following CIC. |

  74. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    | • | No 280G excise tax gross up: CIC benefits are limited to greater of, on an after-tax basis, the full amount of CIC benefits subject to excise tax or a reduced amount equal to the maximum amount of CIC benefits that could be paid without triggering the 280G excise tax. |

  75. CHANGE IN CONTROL (“CIC”) AND SEVERANCE BENEFITS

    Additional information regarding the CIC Plan, including definitions of certain key terms and a quantification of benefits that hypothetically would have been received by our NEOs under the CIC Plan, and an applicable termination occurred on December 31, 2024, due to a CIC can be found in the “Potential Payments Upon Termination or CIC” Tables.

  76. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material non-public information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  77. Summary Compensation Table — 2024

    Summary Compensation Table — 2024

  78. Summary Compensation Table — 2024

    | Name and Principal Position | Year | Salary(1) | 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 ($) | | D. P. Vermillion CEO | 2024 | $906,000 | $2,854,069 | $669,439 | $528,636 | $19,050 | $4,977,194 | | | 2023 | $878,769 | $2,728,537 | $219,692 | $1,384,964 | $18,000 | $5,229,962 | | | 2022 | $838,077 | $2,923,157 | $951,228 | N/A | $32,917 | $4,745,379 | | K. J. Christie Sr. Vice President, CFO, Treasurer, and Regulatory Affairs Officer | 2024 | $433,847 | $560,633 | $192,340 | $165,493 | $15,525 | $1,367,838 | | | 2023 | $386,446 | $565,941 | $57,967 | $218,552 | $14,850 | $1,243,756 | | | 2022 | $354,307 | $572,377 | $241,286 | N/A | $13,725 | $1,181,695 | | H. L. Rosentrater President, and Chief Operating Officer | 2024 | $512,693 | $764,481 | $246,237 | $147,878 | $15,525 | $1,686,813 | | | 2023 | $459,500 | $561,028 | $70,361 | $223,727 | $14,850 | $1,329,466 | | | 2022 | $365,858 | $572,377 | $249,152 | N/A | $13,725 | $1,201,111 | | J. R. Thackston Sr. Vice President and Chief Strategy & Clean Energy Officer | 2024 | $403,001 | $417,940 | $178,665 | $255,376 | $18,197 | $1,273,180 | | | 2023 | $389,386 | $418,227 | $58,408 | $337,139 | $17,322 | $1,220,482 | | | 2022 | $359,936 | $572,377 | $245,119 | N/A | $16,131 | $1,193,563 | | G.C. Hesler Sr. Vice President, General Counsel, Corp Secretary & Chief Ethics / Compliance Officer | 2024 | $422,845 | $377,149 | $187,463 | N/A | $44,845 | $1,032,302 |

  79. Summary Compensation Table — 2024

    | 1. | Amounts earned in the applicable year; includes regular pay, paid time-off, jury duty and holiday pay. The total amounts shown in this column also include any amounts an NEO elected to defer in accordance with the EDC Plan. See the “Non-Qualified Deferred Compensation Plan” table for more information. |

  80. Summary Compensation Table — 2024

    | 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, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC. In the case of performance share awards tied to TSR, the amounts reported in the Stock Awards column represent the aggregate grant date fair value of the target number of performance shares that may become vested if the applicable performance criteria are satisfied and computed in accordance with ASC 718. The aggregate grant date fair value for the target number of performance shares was calculated by using a Monte Carlo simulation, which produces a probable value for the awards. All performance share awards vest at the end of the vesting term, however the number of shares delivered vary based upon the attained level of performance and may range from 0 to 2.0 times the target number of performance shares awarded. For the 2024 performance share grant, if the maximum level of performance is achieved and using the closing stock price of $36.63 as reported on December 31, 2024, to calculate the value and add the dividend equivalents using an annual amount of $1.90 per share as declared in 2024 multiplied by three years, then the value of the payouts would be: Mr. Vermillion $5,083,918; Mr. Christie $998,649; Ms. Rosentrater $1,361,841; Mr. Hesler $671,862; and Mr. Thackston $744,585. |

  81. Summary Compensation Table — 2024

    | 3. | Amounts shown represent the annual short-term cash incentive awards paid in 2025 earned by our NEOs for 2024 performance in accordance with the 2024 Cash Incentive Plan. |

  82. Summary Compensation Table — 2024

    | 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, 2023, and December 31, 2024, is reported in this column. All NEOs experienced an increase in the present value of their respective accrued pension benefits during 2024. The present value as of December 31, 2024, utilizes the Pri-2012 mortality table with modified MP-2021 generational projection for males and females and a 6.13% discount rate for the retirement plan and a 6.16% discount rate for the SERP. Differences in the present value from year to year are attributable to increases in final average pay, additional service, discount rates fluctuations and mortality assumptions. There were no above-market earnings for the Company’s EDC Plan. Mr. Hesler is included in the company’s 401(k) plan only based upon his hire date. |

  83. Summary Compensation Table — 2024

    | 2025 PROXY STATEMENT | 45 |

  84. Summary Compensation Table — 2024

    | 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 for non-employees hired prior to January 1, 2006. For non-bargaining 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. for those non-bargaining employees hired after January 1, 2014, there is an additional enhanced contribution of 3/4/5% based on age. The Company matching contribution under the EDC Plan is equal to $0.75 for every $1.00 contributed up to a maximum of 6% or 100% up to 6% of the executive’s base pay less the maximum contribution allowed under the 401(k) plan assuming the participant contributed the maximum allowed by law. Also under the EDC plan, for those hired after 2014, the additional enhanced contribution of 3/4/5% based on age executive’s base pay less the maximum contribution allowed under the 401(k) plan could be contributed to the EDC Plan. Amounts shown in the All Other Compensation column for 2024 include the following: |

  85. Summary Compensation Table — 2024

    | Name | EDC Plan Company Match | 401(k) Plan Company Match | Non-Elective 401(k) Plan Company Contribution | Total All Other Compensation | | D. P. Vermillion | $3,525 | $15,525 | | $19,050 | | K. J. Christie | | $15,525 | | $15,525 | | H. L. Rosentrater | | $15,525 | | $15,525 | | J. R. Thackston | $2,672 | $15,525 | | $18,197 | | G. C. Hesler | $10,345 | $20,700 | $13,800 | $44,845 |

  86. Summary Compensation Table — 2024

    | 6. | EDC Plan Company Match represents amounts paid in 2024, yet earned in service year 2023. |

  87. CEO Pay Ratio

    CEO Pay Ratio The Compensation Committee reviewed a comparison of CEO total compensation to the total compensation of the median employee. The compensation for the CEO in 2024 was approximately 27 times the total compensation of our median employee. In 2023, we identified the median employee by first collecting pay records on all employees from all companies within the corporation including subsidiaries, 1,988 (full-time, part-time, seasonal, and temporary), who were employed by us on December 22, 2023. To determine our median employee, we used a definition that was not annual total compensation, as shown in the 2024 SCT above, and instead chose “base pay rate,” which we then annualized as if all employees worked full-time and were employed for all of 2023. We identified 237 employees whose annualized base pay was within a +/-5% range of the median annualized base pay rate. Total cash compensation from 2023 was collected for each of the 237 employees to further narrow down the population. We believe the use of total cash compensation for this group of employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Fewer than 3% of our employees receive annual equity awards. In 2024, we used the same median employee as for 2023, because there were no changes in our employee population or in our employee compensation package we believe would significantly change this disclosure. We calculated annual total compensation for the employee using the same methodology we use for our NEOs as set forth in the 2024 SCT above. The annual total compensation for 2024 was $4,977,194 for our CEO and $186,718 for our median employee. The resulting ratio of our CEO’s pay to the pay of our median employee for 2024 is 27 to 1. The foregoing pay ratio disclosure, including but not limited to any assumptions, adjustments, methodologies and existing internal records used to identify our median employee, is a reasonable estimate calculated in a manner consistent with SEC Item 402(u) of Regulation S-K. The SEC rules for identifying the median employee and calculating that employee’s annual total compensation allow companies to make reasonable assumptions and estimates, and to apply a variety of methodologies and exclusions reflecting their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different compensation practices, and may utilize different assumptions, estimates, methodologies and exclusions in calculating their own pay ratios.

  88. CEO Pay Ratio

    | 46 | |

  89. Pay vs. Performance (“PvP”) Tabular Disclosure — 2024

    Pay vs. Performance (“PvP”) Tabular Disclosure — 2024 As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (“CAP”) to our CEO and to our other NEOs and certain financial performance metrics of the Company. CAP, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  90. Pay vs. Performance (“PvP”) Tabular Disclosure — 2024

    | | Pay | | | | Performance | | | | | | CEO | | Average of Other NEOs | | Value of $100 Initial Investment Based On: | | | | | Year (1) | SCT Total Compensation | Compensation Actually Paid (2) | SCT Total Compensation | Compensation Actually Paid (2) | Cumulative TSR | Peer Group Cumulative TSR (3) | Net Income ($M) | EPS | | 2024 | $4,977,194 | $5,047,454 | $1,340,034 | $1,363,893 | $95 | $118 | $180.1 | $2.39 | | 2023 | $5,229,962 | $1,552,612 | $1,137,887 | $454,110 | $86 | $88 | $171.2 | $2.24 | | 2022 | $4,745,379 | $5,290,632 | $1,318,402 | $1,605,440 | $104 | $103 | $155.2 | $2.12 | | 2021 | $4,577,539 | $3,485,983 | $1,257,052 | $1,082,031 | $96 | $103 | $147.3 | $2.10 | | 2020 | $5,004,033 | $2,234,759 | $1,173,361 | $241,559 | $87 | $86 | $129.5 | $1.90 |

  91. Pay vs. Performance (“PvP”) Tabular Disclosure — 2024

    | 1. | The CEO in all four reporting years was Dennis Vermillion. The other NEOs in the 2024 reporting year were Kevin Christie, Heather Rosentrater, Greg Hesler, and Jason Thackston. The other NEOs in the 2023 reporting years are Mark Thies (ret.), Kevin Christie, Heather Rosentrater, Jason Thackston, and Wayne Manuel. The other NEOs in 2022 and 2021 reporting years were: Mark Thies (ret.), Jason Thackston, Heather Rosentrater, and Kevin Christie. The other NEOs in the 2020 reporting year are Mark Thies (ret.), Jason Thackston, Marian Durkin (ret.), Kevin Christie, and Heather Rosentrater. |

  92. Pay vs. Performance (“PvP”) Tabular Disclosure — 2024

    | 2. | Amounts reported in this column are based upon total compensation reported for our CEO and our other NEOs in the SCT for the indicated reporting years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |

  93. Pay vs. Performance (“PvP”) Tabular Disclosure — 2024

    | 2025 PROXY STATEMENT | 47 |

  94. Pay vs. Performance (“PvP”) Tabular Disclosure — 2024

    | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | | SCT Reported Compensation | $5,004,033 | $1,173,361 | $4,577,539 | $1,257,052 | $4,745,379 | $1,318,402 | $5,229,962 | $1,137,887 | $4,977,194 | $1,340,034 | | Deduct: SCT reported change in pension value | $(2,290,317) | $(335,308) | $(905,751) | $(170,893) | $— | $— | $(1,384,964) | $(155,884) | $(528,636) | $(142,187) | | Add: “CAP” pension value | $985,475 | $73,716 | $6,658 | $118,549 | $3,813 | $115,378 | $804 | $35,117 | $422 | $51,637 | | Deduct: Grant date fair values of equity awards reported in “Stock Awards” column of the SCT for the covered FY | $(1,778,775) | $(432,640) | $(1,986,445) | $(443,078) | $(2,923,157) | $(642,502) | $(2,728,537) | $(505,521) | $(2,854,069) | $(530,051) | | Deduct: For any awards granted in any prior FY forfeited during the covered FY, the fair value at the end of the prior FY | $— | $(10,089) | $— | $— | $— | $— | $— | $(104,376) | $— | $— | | Add: Fair values as of the end of the covered FY of all equity awards granted during the covered FY outstanding and unvested as of the end of such covered FY | $798,823 | $154,306 | $1,865,542 | $416,058 | $2,626,495 | $577,278 | $1,767,071 | $242,652 | $3,213,321 | $596,766 | | Add: The change in fair value (whether positive or negative) as of the end of the covered FY of any equity awards granted in any prior FY outstanding and unvested as of the end of such covered FY | $(249,034) | $(176,959) | $(192,645) | $(63,103) | $268,274 | $61,234 | $(1,518,971) | $(240,617) | $(454,563) | $(77,953) | | Add: For awards granted and vested in the same FY, the fair value as of the vesting date | $109,542 | $23,708 | $179,733 | $40,100 | $217,488 | $63,451 | $227,735 | $58,177 | $314,212 | $58,361 | | Add: The change in fair value (whether positive or negative) as of the vesting date of any awards granted in any prior FY for which all applicable vesting conditions were satisfied at the end of or during the covered FY | $(410,431) | $(250,148) | $(197,784) | $(108,165) | $119,893 | $60,392 | $(183,866) | $(36,344) | $164,104 | $27,739 | | Add: The dollar value of any dividend equivalents or other earnings paid on stock or option awards in the covered FY prior to the vesting date not otherwise reflected in the fair value of such award | $65,443 | $21,612 | $139,135 | $35,511 | $232,446 | $51,807 | $143,377 | $23,019 | $215,470 | $39,548 | | Total Compensation Actually Paid | $2,234,759 | $241,559 | $3,485,983 | $1,082,031 | $5,290,632 | $1,605,440 | $1,552,612 | $454,110 | $5,047,454 | $1,363,893 |

  95. Pay vs. Performance (“PvP”) Tabular Disclosure — 2024

    | 3. | Amounts reported in this column represent returns on an initial $100 investment in the S&P 400 Utilities Index, which we chose as peer group for purposes of the PvP table. |

  96. Pay vs. Performance (“PvP”) Tabular Disclosure — 2024

    | 48 | |

  97. Compensation Actually Paid vs. Most Important Measures — 2024

    Compensation Actually Paid vs. Most Important Measures — 2024 The graphs below describe the relationship between compensation actually paid to our NEOs and the Company’s cumulative Total Shareholder Return, net income, and EPS for the indicated years. In addition, the graph of CAP vs. TSR below compares the Company’s cumulative TSR and our peer group cumulative TSR.

  98. Compensation Actually Paid vs. Most Important Measures — 2024

    | 2025 PROXY STATEMENT | 49 |

  99. Grants of Plan-Based Awards — 2024

    Grants of Plan-Based Awards — 2024

  100. Grants of Plan-Based Awards — 2024

    | | | 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 | Grant Date Fair Value of Stock and Option | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(4) | Awards ($)(5) | | D. P. Vermillion | | | | | | | | | | | Annual Cash Award | 02/07/24 | $546,000 | $910,000 | $1,365,000 | | | | | | | Performance Award | 02/07/24 | | | | 7,507 | 15,013 | 30,026 | | 544,071 | | Performance Award | 02/07/24 | | | | 18,015 | 45,038 | 90,076 | | 1,470,040 | | Restricted Stock Units | 02/07/24 | | | | | | | 25,734 | 839,958 | | K. J. Christie | | | | | | | | | | | Annual Cash Award | 02/07/24 | $158,400 | $264,000 | $396,000 | | | | | | | Performance Award | 02/07/24 | | | | 1,475 | 2,949 | 5,898 | | 106,872 | | Performance Award | 02/07/24 | | | | 3,539 | 8,847 | 17,694 | | 288,766 | | Restricted Stock Units | 02/07/24 | | | | | | | 5,055 | 164,995 | | H. L. Rosentrater | | | | | | | | | | | Annual Cash Award | 02/07/24 | $200,850 | $334,750 | $502,125 | | | | | | | Performance Award | 02/07/24 | | | | 2,011 | 4,022 | 8,044 | | 145,757 | | Performance Award | 02/07/24 | | | | 4,826 | 12,064 | 24,128 | | 393,769 | | Restricted Stock Units | 02/07/24 | | | | | | | 6,892 | 224,955 | | J. R. Thackston | | | | | | | | | | | Annual Cash Award | 02/07/24 | $157,950 | $263,250 | $394,875 | | | | | | | Performance Award | 02/07/24 | | | | 1,100 | 2,199 | 4,398 | | 79,692 | | Performance Award | 02/07/24 | | | | 2,638 | 6,596 | 13,192 | | 215,293 | | Restricted Stock Units | 02/07/24 | | | | | | | 3,767 | 122,955 | | G. C. Hesler | | | | | | | | | | | Annual Cash Award | 02/07/24 | $153,000 | $255,000 | $382,500 | | | | | | | Performance Award | 02/07/24 | | | | 992 | 1,984 | 3,968 | | 71,900 | | Performance Award | 02/07/24 | | | | 2,381 | 5,952 | 11,904 | | 194,273 | | Restricted Stock Units | 02/07/24 | | | | | | | 3,400 | 110,976 |

  101. Grants of Plan-Based Awards — 2024

    | 1. | The grant date is the date the Compensation Committee and/or the Board approves the grant of performance share awards, RSUs or non-equity incentive awards. |

  102. Grants of Plan-Based Awards — 2024

    | 2. | Potential annual cash incentive awards granted to NEOs for 2024 performance in accordance with the 2024 Cash Incentive Plan. The amounts actually paid to our NEOs for 2024 performance appear in the Non-Equity Incentive Plan Compensation column of the SCT. See the CD&A for further explanation. |

  103. Grants of Plan-Based Awards — 2024

    | 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. |

  104. Grants of Plan-Based Awards — 2024

    | 4. | In 2024, all of our NEOs were awarded RSUs under the LTIP that vest over a three-year period. One-third of the shares vest and shares are issued on an annual basis, provided that the NEO is employed on the last day 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 earned or paid. |

  105. Grants of Plan-Based Awards — 2024

    | 5. | 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, 2024, included in the Company’s Form 10-K filed with the SEC on February 25, 2025. The grant date fair value for the target number of performance shares tied to TSR was calculated using a Monte Carlo simulation to produce a probable value for the awards, which resulted in a fair value per share higher than the closing price per share on the grant date. |

  106. Outstanding Equity Awards at Year-End — 2024(1)

    Outstanding Equity Awards at Year-End — 2024(1)

  107. Outstanding Equity Awards at Year-End — 2024(1)

    | | | Stock Awards | | | | | Name | Date of Grant | Number of Shares or Units of Stock Not Vested (#)(2) | Market Value of Shares or Units of Stock Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights Not Vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights Not Vested ($)(4) | | D. P. Vermillion | 02/02/23 | | | 44,606 | 1,633,918 | | D. P. Vermillion | 02/02/23 | 6,371 | 233,370 | | | | D. P. Vermillion | 02/07/24 | | | 60,051 | 2,199,668 | | D. P. Vermillion | 02/07/24 | 17,156 | 628,424 | | | | K. J. Christie | 02/02/23 | | | 9,078 | 332,527 | | K. J. Christie | 02/02/23 | 1,295 | 47,436 | | | | K. J. Christie | 02/07/24 | | | 11,796 | 432,087 | | K. J. Christie | 02/07/24 | 3,370 | 123,443 | | | | H. L. Rosentrater | 02/02/23 | | | 9,172 | 335,970 | | H. L. Rosentrater | 02/02/23 | 1,310 | 47,985 | | | | H. L. Rosentrater | 02/07/24 | | | 16,086 | 589,230 | | H. L. Rosentrater | 02/07/24 | 4,594 | 168,278 | | | | J. R. Thackston | 02/02/23 | | | 6,838 | 250,476 | | J. R. Thackston | 02/02/23 | 976 | 35,751 | | | | J. R. Thackston | 02/07/24 | | | 8,795 | 322,161 | | J. R. Thackston | 02/07/24 | 2,511 | 91,978 | | | | G. C. Hesler | 02/02/23 | | | 5,504 | 201,612 | | G. C. Hesler | 02/02/23 | 785 | 28,755 | | | | G. C. Hesler | 02/07/24 | | | 7,936 | 290,696 | | G. C. Hesler | 02/07/24 | 2,266 | 83,004 | | |

  108. Outstanding Equity Awards at Year-End — 2024(1)

    | 1. | All of the 2022-2024 awards were settled at the end of 2024. Please see the “Stock Vested 2024” table for more information. |

  109. Outstanding Equity Awards at Year-End — 2024(1)

    | 2. | Number of time-based RSUs unvested as of December 31, 2024. (RSUs vest and shares are issuable over a three-year period, provided the NEO remains employed on the last day of each year of the vesting period.) |

  110. Outstanding Equity Awards at Year-End — 2024(1)

    | 3. | The market value of RSUs is based on the closing stock price ($36.63) as reported on December 31, 2024. |

  111. Outstanding Equity Awards at Year-End — 2024(1)

    | 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 ($36.63) as reported on December 31, 2024. The value for the 2023 performance share award is shown at the target level (100%) based on results (less than target) for the first two years of the 2023-2025 performance period. The values for the 2024 performance share awards are shown at the maximum level (200%) based on results (greater than target) for the first year of the 2024-2026 performance period. |

  112. Outstanding Equity Awards at Year-End — 2024(1)

    | 2025 PROXY STATEMENT | 51 |

  113. Stock Vested — 2024

    Stock Vested — 2024

  114. Stock Vested — 2024

    | | Stock Awards(1)(2) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | D. P. Vermillion | 12,140(1) | $443,596 | | D. P. Vermillion | 9,933(2) | $396,525 | | D. P. Vermillion | 4,905(3) | $172,852 | | D. P. Vermillion | 6,372(3) | $224,549 | | D. P. Vermillion | 8,578(3) | $302,289 | | K. J. Christie | 2,378(1) | $86,892 | | K. J. Christie | 1,945(2) | $77,644 | | K. J. Christie | 960(3) | $33,830 | | K. J. Christie | 1,296(3) | $45,671 | | K. J. Christie | 1,685(3) | $59,379 | | H. L. Rosentrater | 2,378(1) | $86,892 | | H. L. Rosentrater | 1,945(2) | $77,644 | | H. L. Rosentrater | 960(3) | $33,830 | | H. L. Rosentrater | 1,310(3) | $46,164 | | H. L. Rosentrater | 2,298(3) | $80,982 | | J. R. Thackston | 2,378(1) | $86,892 | | J. R. Thackston | 1,945(2) | $77,644 | | J. R. Thackston | 960(3) | $33,830 | | J. R. Thackston | 976(3) | $34,394 | | J. R. Thackston | 1,256(3) | $44,261 | | G. C. Hesler | 1,202(1) | $43,921 | | G. C. Hesler | 984(2) | $39,281 | | G. C. Hesler | 1,238(3) | $43,627 | | G. C. Hesler | 786(3) | $27,699 | | G. C. Hesler | 1,134(3) | $39,962 |

  115. Stock Vested — 2024

    | 1. | For the performance period ended December 31, 2024, our TSR placed us in the 32nd percentile of companies included in our peer group, which resulted in issuing 55% of the performance shares granted in 2022 for the 2022-2024 performance period and the related dividend equivalents. Value is based on the closing stock price ($36.54) as reported on January 8, 2025, the day after the Compensation Committee certified 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. |

  116. Stock Vested — 2024

    | 2. | For the performance period ended December 31, 2024, our cumulative EPS was $6.65, which resulted in issuing 45% of the performance shares granted in 2022 for the 2022-2024 performance period and the related dividend equivalents. On February 12, 2025, the Compensation Committee certified the performance target was met and the shares were issuable. Value is based on the closing stock price ($39.92) as reported on March 3, 2025. Dividend equivalents were paid in cash at the same time the underlying performance shares vested. |

  117. Stock Vested — 2024

    | 3. | Our NEOs were granted RSUs in 2022, 2023 and 2024. One-third of each grant vests each year if an NEO remains employed on December 31. Therefore, one-third of each grant vested. Our NEOs received the last one-third of their RSUs granted in 2022 and one-third of their RSUs granted in 2023 and 2024. The value of all RSUs vested on December 31, 2024, is based on the closing stock price ($35.24) as reported on January 6, 2025, the day on which the shares were issuable to the recipient. Dividend equivalents were paid in cash at the same time the underlying RSUs vested. |

  118. Pension Benefits — 2024

    Pension Benefits — 2024 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 the pre-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 SCT.

  119. Pension Benefits — 2024

    | 52 | |

  120. Pension Benefits — 2024

    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.

  121. Pension Benefits — 2024

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) | Payments During Last Year ($) | | D. P. Vermillion | Retirement Plan | 36.83 | $2,090,319 | $— | | | SERP—pre 2005(2) | 16.83 | $242,042 | $— | | | SERP 2005+(3) | 30.00 | $6,267,442 | $— | | K. J. Christie | Retirement Plan | 19.50 | $960,529 | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | 19.50 | $328,141 | $— | | H. L. Rosentrater | Retirement Plan | 21.92 | $777,282 | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | 21.92 | $305,045 | $— | | J. R. Thackston | Retirement Plan | 28.50 | $1,402,414 | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | 28.50 | $973,080 | $— | | G. C Hesler | Retirement Plan | 9.50 | N/A | $— | | | SERP—pre 2005(2) | N/A | N/A | $— | | | SERP 2005+(3) | N/A | N/A | $— |

  122. Pension Benefits — 2024

    | 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. Vermillion’s credited service under the SERP 2005+ Plan has reached the maximum of 30 years. This column represents number of years of benefit service. |

  123. Pension Benefits — 2024

    | 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, SERP pre-2005, is grandfathered and is not subject to Code Section 409A. SERP pre-2005 benefits were frozen as of December 31, 2004. |

  124. Pension Benefits — 2024

    | 4. | Mr. Hesler is not eligible for the pension and/or SERP benefit. |

  125. Non-Qualified Deferred Compensation Plan — 2024

    Non-Qualified Deferred Compensation Plan — 2024 The following table shows the non-qualified deferred compensation activity for our NEOs accrued through December 31, 2024:

  126. Non-Qualified Deferred Compensation Plan — 2024

    | 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 ($) | | D. P. Vermillion | $2,000 | $3,525 | $503,750 | $— | $3,508,026 | | J. R. Thackston | $158,626 | $2,673 | $195,353 | $— | $1,399,443 |

  127. Non-Qualified Deferred Compensation Plan — 2024

    | 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 SCT for further explanation. |

  128. Non-Qualified Deferred Compensation Plan — 2024

    | 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%, (or $1 for every $1.00 contributed up to a maximum of 6% for executive hired after 2006), of the executive’s base pay less the maximum contribution allowed under the 401(k) plan assuming the participant contributed up to the limit set forth in Code Section 402(g) for the plan year. Also, under the EDC plan, for executives hired after 2014, the additional enhanced contribution of 3/4/5% based on age executive base pay less the maximum contribution allowed under the 401(k) plan could be contributed to the EDC plan. See “All Other Compensation” column of the SCT for further explanation. |

  129. Non-Qualified Deferred Compensation Plan — 2024

    | 3. | Earnings reflect the market returns of the NEO’s 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 SCT since none are above market earnings. The Compensation Committee selects the mutual funds available for investment under the EDC Plan, and the participants may allocate their accounts among these investments, including Avista common stock. |

  130. Non-Qualified Deferred Compensation Plan — 2024

    | 2025 PROXY STATEMENT | 53 |

  131. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Effective January 1, 2020, the Company’s new CIC Plan covers all NEOs and replaced individual CIC agreements in effect on December 31, 2019 for our NEOs who had such agreements. Under the new CIC Plan, the cash component is paid in a lump sum and is based on a multiple of the sum of base salary and annual bonus. No participant in the CIC Plan is eligible to receive cash severance in excess of the sum of (i) pro-rated annual bonus plus (ii) a multiple greater than three times base salary and annual bonus. The CIC Plan has a double trigger providing for a severance payment only upon the occurrence of both a CIC and a termination of the NEO’s employment within two years thereafter either by the Company without “Cause” or by the NEO for “Good Reason” (each as defined in the CIC Plan). Good Reason includes a material diminution in the executive officer’s authority, duties or responsibilities material diminution in the executive’s annual salary or bonus opportunity, or material relocation of the executive officer’s principal place of employment by more than 50 miles. The CIC Plan also provides compensation and benefits to our NEOs during employment following a CIC of the Company. Pursuant to the terms of the CIC Plan, during the two years following a CIC of the Company, an NEO will receive an annual base salary no less than as in effect immediately prior to the CIC. In addition, each NEO will receive an annual bonus no less than the NEO’s target annual incentive as in effect immediately prior to the CIC. If employment is terminated by the Company without Cause or by such executive officer for Good Reason during the first two years after a CIC, the executive officer will receive: (i) the earned but unpaid base salary due to such executive officer as of the date of termination; (ii) any earned but unpaid annual bonus; (iii) any accrued, unused vacation pay; (iv) a pro-rated target annual bonus due to such executive officer for the portion of the year worked prior to the termination; (v) 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 target annual bonus; and (vi) reimbursement of COBRA continuation coverage premiums for up to 18 months. For Code Sections 280G and 4999 and excise taxes thereunder, the CIC Plan provides no gross up for such taxes. The CIC Plan provides that the NEO will receive the greater of, on an after-tax basis, the full amount of CIC benefits subject to the excise tax or a reduced amount equal to the maximum amount of CIC benefits that could be paid without triggering the 280G excise tax. The excise tax amount in the tables below is based on the Company’s 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, 2024. The Board may amend or terminate the CIC Plan at any time, provided any amendment or termination will not take effect for 12 months following the date of such Board action. The Board may not, prior to a CIC, amend the Plan in a manner adversely affecting any participant’s eligibility to participate in the CIC Plan or payments or benefits thereunder. 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. Participation in the CIC Plan is subject to various conditions including, but not limited to: (i) agreement to maintain confidence as to participation in the Plan and terms of the Plan, as well as the Company’s business plans and strategies and other information that is not common knowledge, (ii) a general release of liability for any and all claims relating to or arising out of, among other things, the participant’s employment or the termination of employment and (iii) a general non-disparagement agreement.

  132. Potential Payments Upon Termination or Change in Control

    | 54 | |

  133. Potential Payments Upon Termination or Change in Control

    The charts below assume a CIC occurred and a termination thereafter occurred on December 31, 2024.

  134. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Dennis P. Vermillion | | | | | | | | Chief Executive Officer | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $6,370,000 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $5,540,114 | $— | $4,566,421 | $4,566,421 | $4,566,421 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $36,981 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $1,820,000 | $— | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $1,160,137 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $11,947,095 | $— | $4,566,421 | $6,386,421 | $5,726,558 | $— |

  135. Potential Payments Upon Termination or Change in Control

    | 1. | All scenarios assume termination occurred on December 31, 2024, and a stock price of $36.63, the closing price of Company stock on that date. |

  136. Potential Payments Upon Termination or Change in Control

    | 2. | Amount equals three times the sum of the executive’s annual base pay and target bonus, plus an amount equal to their prorated target bonus. |

  137. Potential Payments Upon Termination or Change in Control

    | 3. | Assumes full acceleration of RSUs and prorated acceleration of performance shares and applicable dividend equivalents (granted in 2021, 2022 and 2023) upon termination in connection with a CIC, and also assumes prorated acceleration of performance shares and RSUs in the event of 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 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. |

  138. Potential Payments Upon Termination or Change in Control

    | 4. | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  139. Potential Payments Upon Termination or Change in Control

    | 5. | Payment by the Company for continued health coverage is for 18 months based on 2024 amounts. |

  140. Potential Payments Upon Termination or Change in Control

    | 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. |

  141. Potential Payments Upon Termination or Change in Control

    | 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 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  142. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Kevin J. Christie | | | | | | | | Senior Vice President, Chief Financial Officer, Treasurer & Regulatory Affairs Officer | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $1,219,969 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $1,099,020 | $— | $906,287 | $906,287 | $906,287 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $48,770 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $880,000 | $— | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $971,704 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $2,367,759 | $— | $906,287 | $1,786,287 | $1,877,991 | $— |

  143. Potential Payments Upon Termination or Change in Control

    | 1. | All scenarios assume termination occurred on December 31, 2024, and a stock price of $36.63, the closing price of Company stock on that date. |

  144. Potential Payments Upon Termination or Change in Control

    | 2. | Amount equals three times the sum of the executive’s annual base pay and target bonus, plus an amount equal to their prorated target bonus. |

  145. Potential Payments Upon Termination or Change in Control

    | 3. | Assumes full acceleration of RSUs and prorated acceleration of performance shares and applicable dividends (granted in 2022, 2023 and 2024) upon termination in connection with a CIC, and also assumes prorated acceleration of performance shares and RSUs in the event of 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 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. |

  146. Potential Payments Upon Termination or Change in Control

    | 4. | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  147. Potential Payments Upon Termination or Change in Control

    | 5. | Payment by the Company for continued health coverage is for 18 months based on 2024 amounts. |

  148. Potential Payments Upon Termination or Change in Control

    | 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. |

  149. Potential Payments Upon Termination or Change in Control

    | 2025 PROXY STATEMENT | 55 |

  150. Potential Payments Upon Termination or Change in Control

    | 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 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  151. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Heather L. Rosentrater | | | | | | | | President and Chief Operating Officer | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $2,034,250 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $1,228,610 | $— | $1,001,828 | $1,001,828 | $1,001,828 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $48,770 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $1,030,000 | $— | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $2,039,443 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $3,311,630 | $— | $1,001,828 | $2,031,828 | $3,041,271 | $— |

  152. Potential Payments Upon Termination or Change in Control

    | 1. | All scenarios assume termination occurred on December 31, 2024, and a stock price of $36.63, the closing price of Company stock on that date. |

  153. Potential Payments Upon Termination or Change in Control

    | 2. | Amount equals two times the sum of the executive’s annual base pay and target bonus, plus an amount equal to their prorated target bonus. |

  154. Potential Payments Upon Termination or Change in Control

    | 3. | Assumes full acceleration of RSUs and prorated acceleration of performance shares and applicable dividends (granted in 2022, 2023 and 2024) upon termination in connection with a CIC, and also assumes prorated acceleration of performance shares and RSUs in the event of 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 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. |

  155. Potential Payments Upon Termination or Change in Control

    | 4. | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  156. Potential Payments Upon Termination or Change in Control

    | 5. | Payment by the Company for continued health coverage is for 18 months based on 2024 amounts. |

  157. Potential Payments Upon Termination or Change in Control

    | 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. |

  158. Potential Payments Upon Termination or Change in Control

    | 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 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  159. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Jason R. Thackston | | | | | | | | Senior Vice President, Chief Strategy and Clean Energy Officer | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $1,420,777 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $925,007 | $— | $767,487 | $767,487 | $767,487 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $48,770 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $810,000 | $— | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $973,332 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $2,394,554 | $— | $767,487 | $1,577,487 | $1,740,819 | $— |

  160. Potential Payments Upon Termination or Change in Control

    | 1. | All scenarios assume termination occurred on December 31, 2024, and a stock price of $36.63, the closing price of Company stock on that date. |

  161. Potential Payments Upon Termination or Change in Control

    | 2. | Amount equals two times the sum of the executive’s annual base pay and target bonus, plus an amount equal to their prorated target bonus. |

  162. Potential Payments Upon Termination or Change in Control

    | 3. | Assumes full acceleration of RSUs and prorated acceleration of performance shares and applicable dividends (granted in 2022, 2023 and 2024) upon termination in connection with a CIC, and also assumes prorated acceleration of performance shares and RSUs in the event of 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 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. |

  163. Potential Payments Upon Termination or Change in Control

    | 4. | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  164. Potential Payments Upon Termination or Change in Control

    | 5. | Payment by the Company for continued health coverage is for 18 months based on 2024 amounts. |

  165. Potential Payments Upon Termination or Change in Control

    | 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. |

  166. Potential Payments Upon Termination or Change in Control

    | 56 | |

  167. Potential Payments Upon Termination or Change in Control

    | 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 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  168. Potential Payments Upon Termination or Change in Control

    | | Potential Payment Upon Termination After Change in Control(1) | | | | | | | | Termination Without Cause or With Good Reason after a CIC | Voluntary Termination | Retirement | Death | Disability | Involuntary Termination With or Without Cause | | Greg C. Helser | | | | | | | | Senior Vice President, General Counsel & Chief Ethics/Compliance Officer | | | | | | | | Compensation Components | | | | | | | | Severance(2) | $2,295,000 | $— | $— | $— | $— | $— | | Value of Accelerated Equity(3) | $680,201 | $— | $558,422 | $558,422 | $558,422 | $— | | Retiree Medical(4) | $— | $— | $— | $— | $— | $— | | Health Benefits(5) | $48,770 | $— | $— | $— | $— | $— | | Death Benefit(6) | $— | $— | $— | $850,000 | | $— | | Supplemental Disability Benefit(7) | $— | $— | $— | $— | $2,020,402 | $— | | Section 280G Tax Gross-Up | $— | $— | $— | $— | $— | $— | | Total | $3,023,971 | $— | $558,422 | $1,408,422 | $2,578,824 | $— |

  169. Potential Payments Upon Termination or Change in Control

    | 1. | All scenarios assume termination occurred on December 31, 2024, and a stock price of $36.63, the closing price of Company stock on that date. |

  170. Potential Payments Upon Termination or Change in Control

    | 2. | Amount equals two times the sum of the executive’s annual base pay and target bonus, plus an amount equal to their prorated target bonus. |

  171. Potential Payments Upon Termination or Change in Control

    | 3. | Assumes full acceleration of RSUs and prorated acceleration of performance shares and applicable dividends (granted in 2022, 2023 and 2024) upon termination in connection with a CIC, and also assumes prorated acceleration of performance shares and RSUs in the event of 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 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. |

  172. Potential Payments Upon Termination or Change in Control

    | 4. | Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements. |

  173. Potential Payments Upon Termination or Change in Control

    | 5. | Payment by the Company for continued health coverage is for 18 months based on 2024 amounts. |

  174. Potential Payments Upon Termination or Change in Control

    | 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. |

  175. Potential Payments Upon Termination or Change in Control

    | 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 6.19% and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females. |

  176. Potential Payments Upon Termination or Change in Control

    | 2025 PROXY STATEMENT | 57 |

  177. Potential Payments Upon Termination or Change in Control

    | What are you voting on? | Shareholders are being asked to approve the amendment and restatement of the Company’s Long-Term Incentive Plan (“LTIP”), including an increase in the number of shares available. | | Voting Recommendation: | The Board unanimously recommends a vote FOR this proposal and urges beneficial owners, if they are not the record holders, to instruct their brokers or other nominees to vote for Proposal 3. |

  178. Potential Payments Upon Termination or Change in Control

    The primary purpose of the amendment and restatement of the Plan is to increase the shares available under the Plan. Certain other material changes to the Plan have been made as described below. In 1998, the Board adopted the Plan, which was also approved by the Company’s shareholders at that year’s Annual Meeting. The Company subsequently amended and restated the Plan effective May 12, 2000, January 1, 2005, May 13, 2010, and January 19, 2016. On February 12, 2025, the Board adopted, subject to shareholder approval, an amendment and restatement of the Plan that, among other things, increased the number of shares of the Company’s common stock, no par value (“Common Stock”) reserved for issuance pursuant to the Plan from the current maximum of 6,135,000 shares to 7,715,000 shares. As of March 7, 2025, an aggregate of 1,227,992 shares of Common Stock remained available for award pursuant to the Plan. The Board is requesting shareholders approve an additional 1,580,000 shares for issuance pursuant to the Plan. If approved, the additional 1,580,000 shares plus the remaining 1,227,992 shares will provide 2,807,992 shares available for future awards pursuant to the Plan. In addition to the increase in the number of shares available pursuant to the Plan, the following material changes are to be made to the Plan by this amendment and restatement:

  179. Potential Payments Upon Termination or Change in Control

    | • | Individuals who serve as consultants or independent contractors to the Company or its subsidiaries will be eligible to receive awards under the Plan; |

  180. Potential Payments Upon Termination or Change in Control

    | • | The definitions of “cause” and “good reason” as used in the Plan have been updated to more closely align with standard practices; and |

  181. Potential Payments Upon Termination or Change in Control

    | • | Plan provisions regarding the application of the performance-based compensation exception to the Code Section 162(m) limitation on Company tax deductions have been removed, as such exception, which was repealed in 2017, no longer applies to any awards outstanding or that may be granted under the Plan. |

  182. Potential Payments Upon Termination or Change in Control

    The Board believes it is important to the long-term success of the Company to continue to use Common Stock as part of the Company’s overall compensation program. Equity compensation motivates executives to create shareholder value and encourages executives to focus on long-term value creation since equity awards are subject to either vesting or performance conditions and generally provide the greatest value to employees when held for a longer term. To remain competitive without providing equity compensation, the Company would need to replace the Common Stock component of its long-term compensation incentives with other forms of compensation, including cash, which would reduce the alignment of interests between the executives and shareholders and would increase the Company’s cash expense. The following summary describes the material features of the Plan as it would be amended and restated. This summary of the Plan is not intended to be a complete description of the Plan and is qualified in its entirety by the actual text of the Plan. A copy of the complete Plan, which reflects the amendment and restatement, is included as Appendix A to this proxy statement.