2025Avista Corp Proxy Statement.pdf

ENERGYTHAT 2025 PROXY STATEMENT AND NOTICE
TRANSFORMS I OF ANNUAL MEETING OF SHAREHOLDERS
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SHAREHOLDER LETTER
Aikir
VISra
March 26, 2025
Dear Fellow Shareholder:
Avista's 2025 Annual Meeting You will be able to participate in the Annual Meeting,vote,and
submit your questions and comments during the Annual
will be held at 8:00 a.m. Pacific Meeting via live webcast by visiting
Time on Thursday, May 8, 2025. www.virtualshareholdermeeting.com/AVA2025.
This year's Annual Meeting of Whether or not you plan to participate in the Annual Meeting,
Shareholders will once again be we urge you to vote and submit your proxy prior to the Annual
Meeting by mail,telephone or through the internet as soon as
held in a virtual format only. You possible,following the instructions printed on your proxy card
will not be able to attend the and/or proxy notice.
Annual Meeting in person. As I step into the President and CEO role at Avista, I am
honored, humbled, and excited to have an incredible team
around me.Together,we will take on the myriad opportunities
and challenges ahead of us.We take our mission of enabling
vibrant communities through energy seriously, and serve our
customers every day with compassion and optimism about the
future.
This Proxy Statement accompanies the 2024 Annual Report to
Shareholders(the "Annual Report"),which contains
information about the Company's performance, including our
audited financial statements.
As you'll see in our Annual Report,we continue to provide
Energy that Transforms. From ensuring robust energy supply
and delivery systems, partnering in the shared clean energy
economy, inspiring engaged and thriving employees,to
committing to financial strength,we are delivering on our
mission.
I look forward to building on the legacy of integrity and care
given to us by Dennis Vermillion as I serve our employees,
customers, communities, and you, our shareholders.
Thank you for your interest in and support of Avista.
Sincerely,
Heather Rosentrater
President and Chief Executive Officer
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1411 E. Mission Ave.
Spokane, Washington 99202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Avista's Annual Meeting will be held virtually by live webcast on Thursday, May 8, 2025 at 8:00 a.m. Pacific Time.The
purposes of the meeting are to:
(1) elect eleven directors identified in the accompanying proxy statement to serve until the 2026 Annual Meeting of Shareholders;
(2) ratify the appointment of Deloitte&Touche LLP,the member firms of Deloitte Touche Tohmatsu, Ltd., and their respective
affiliates(collectively, "Deloitte")as the Company's independent registered public accounting firm for 2025;
(3) approve the amendment and restatement of the Company's long-term incentive plan, including an increase in available shares;
(4) hold an advisory(non-binding)vote on executive compensation;and
(5) transact other business that may come before the meeting or any adjournment or postponement thereof.
Shareholders of record may participate in the Annual Meeting by logging in at www.virtualshareholdermeeting.com/AVA2025. Please
refer to the Additional Information for guidance regarding participation in the Annual Meeting.
Your vote is very important to us.You can be sure your shares are represented at the meeting if you are a shareholder of record
by promptly voting over the internet or by telephone or by returning your completed proxy card in the pre-addressed, postage-paid
return envelope(which will be provided to those shareholders who request to receive paper copies of these materials by mail),or, if
your shares are held through an account with a brokerage firm, bank or other nominee, by returning your completed voting
instruction card to your broker or nominee.The proxy is solicited by the Board of Directors of Avista Corp.
We cordially invite you to attend the meeting.
By Order of the Board,
Gregory C. Hesler
Senior Vice President, General Counsel, Corporate Secretary and Chief Ethics/Compliance Officer
Spokane,Washington
March 26, 2025
THIS PROXY STATEMENT AND THE 2024 ANNUAL REPORT ARE AVAILABLE ON THE
INTERNET AT HTTP.IIPROXYVOTE.COM
REVIEW YOUR PROXY STATEMENT AND V• ONE OF •
�'
Via the Internet By Mail By Telephone Virtual Live Webcast
Go to www.proxyvote.com and Mark, sign, date and return Call 1-800-690-6903 www.virtualshareholdermeeting.
follow the instructions your proxy card in the postage- comIAVA2025 to vote during
•. • envelope the virtual annual meeting

Important Information About Avista's Virtual Annual Meeting
Avista Corporation's("Avista" or the "Company")2025 Annual Meeting of Shareholders(the "Annual
Meeting")will be held virtually by live webcast. Shareholders of record at the close of business on March 7,
2025, are entitled to participate in the meeting and participants will be able to ask questions, make
comments and vote on the matters brought before the meeting. Below are some frequently asked questions
regarding our Annual Meeting.
How can I view and participate in the Annual Meeting?To participate,visit
www.virtualshareholdermeeting.com/AVA2025 and log in with the 16-digit control number included in your
proxy materials.
When can I join the virtual Annual Meeting?You may begin to log in to the meeting platform beginning
at 7:45 a.m. Pacific Time on May 8, 2025.The meeting begins at 8:00 a.m. Pacific Time on May 8, 2025.
How can I ask questions and vote?We encourage you to submit your questions and vote in advance by
visiting www.proxyvote.com. Shareholders may also vote and submit questions virtually during the meeting
(subject to time restrictions). During the meeting, questions can only be submitted in the question box
provided in the virtual meeting webcast.To participate in the meeting webcast,visit
www.virtualshareholdermeeting.com/AVA2025.
What if I lost my 16-digit control number?You will be able to log in as a guest.To view the meeting
webcast,visit www.virtualshareholdermeeting.com/AVA2025 and register as a guest. If you log in as a guest,
you will not be able to vote your shares or ask questions during the meeting.
What if I experience technical difficulties?Please call(844)986-0822 (US)or 1 [phone]
(international)for assistance.
Where can I find additional information?For additional information about how to attend the Annual
Meeting, please refer to the Additional Information section.
A recording of the Annual Meeting will be posted as soon as practical at https://investor.avistacorp.com
along with answers to a representative set of any shareholder questions received before and during the
Annual Meeting not answered due to time constraints.We also encourage you to read our Annual Report on
Form 10-K available at www.proxyvote.com.
Your vote is important to us! Please vote today at www.proxyvote.com.

Table of Contents
Proxy Summary 1 Proposal 3: Amendment and Restatement
of Long-Term Incentive Plan, Including an
Governance Highlights 1 Increase in Available Shares 58
Compensation Highlights 3 Proposal 4: Advisory Vote on Executive
Compensation 65
Proposal 1: Election of Directors 4
Security Ownership of Certain Beneficial
Corporate Governance Matters 13 Owners and Management 66
Director Compensation 21 Section 16 (a) Beneficial Ownership
Reporting Compliance 68
Audit Committee Report 23
Annual Report and Financial Statements 68
Proposal 2: Ratification of Appointment of
Deloitte as Independent Registered Public Householding 68
Accounting Firm for 2025 25
Other Business 68
Compensation Discussion and Analysis
("CD&A") 28 Additional Information 69
Executive Compensation Tables 45 2026 Annual Meeting Information 72
,iA.d-1f STA

PROXY SUMMARY
Proxy Summary
Governance Highlights
Our Company is committed to maintaining the highest standards of corporate governance. Strong corporate governance practices
help us achieve our performance goals and maintain the trust and confidence of our investors, employees, customers, regulatory
agencies and other stakeholders. Our corporate governance practices are described in more detail in Corporate Governance Matters in
this proxy statement and in our Corporate Governance Guidelines,which can be found in the Corporate Governance section of our
website at https:llinvestor.avistacorp.com/corporate-governance.
DIRECTOR INDEPENDENCE
• The President and Chief Executive Officer("CEO")is the • The Board is committed to board refreshment. Our
only non-independent director. Board added four new members in the past five years,
• During 2024,the Board committees(except the Executive three of whom are independent.
Committee)were composed exclusively of independent • The independent directors regularly meet in executive
directors. sessions without management.
Board Diversity Board Age Board Independence Board Tenure
1
5 5% 60.3YR 91 % 7 8.9YR
DIVERSE 5 5 AVERAGE INDEPENDENT AVERAGE
AGE TENURE
• Diverse • <60 years old • Independent • <5 years
Non-Diverse 60+years old Not Independent 5+years
BOARD LEADERSHIP
• The positions of Chair and CEO are separated. The Vice Chair, in collaboration with the Chair, helps
• The Company has an independent Vice Chair, appointed facilitate and ensure there is open and effective
by the Board,whose duties are equivalent to those of a communication between the Board,the Chair and
lead independent director. management.The Vice Chair's specific duties are set
forth in Corporate Governance Matters.
High Integrity A Commitment to the Long-Term Interests 100%
A Commitment to Sustainability of our Shareholders
Knowledge of Corporate Governance Strong Business Judgment
All director Requirements and Practices A Proven Record of Success
nominees exhibit: Leadership Experience Innovative Thinking
2025 PROXY STATEMENT 1

PROXY SUMMARY
BOARD OVERSIGHT OF RISK MANAGEMENT
• The Board and its committees consider enterprise risk in The Board reviews Avista's systematic approach to
connection with all Company operations including, but identifying, assessing and managing risks faced by the
not limited to, utility regulatory, operational, climate Company.
change, cybersecurity,technology, strategic, external
mandates,financial, energy commodity and compliance
risks.
STOCK OWNERSHIP REQUIREMENTS
• Independent directors are expected to achieve a The stock ownership policy for the Company's
minimum investment of five times the minimum executive officers requires executive officers to own
equity portion of their retainer in Company common shares based on their highest position and salary:
stock and are expected to retain at least that level of • President and Chief Executive Officer—5 times
investment during their tenure on the Board. salary
• Directors and officers are prohibited from engaging in • Executive Vice President("EVP")and Senior Vice
short sales, pledging, or hedging the economic Presidents("SVP")—2.5 times salary
interest in their Company shares.
• Vice Presidents("VP")— 1 times salary
BOARD PRACTICES
• The Board regularly assesses its performance through The Governance and Corporate Responsibility
Board, committee, committee chair, and individual Committee("Governance Committee")leads the full
director evaluations. Board in considering Board competencies and
• Continuing director education is provided during refreshment in light of Company strategy.
regular Board and committee meetings, including The Board is committed to actively seeking out highly
education by outside experts, and by supporting qualified candidates and including such individuals in
attendance at outside programs. each Board candidate pool, including candidates with
• Directors may not stand for election after age 72. a diversity of experience,skills, background and
viewpoint.
ACCOUNTABILITY
• The Board proactively adopted Proxy Access for In uncontested elections, directors must be elected by
director nominees. a majority of votes cast.
• All directors stand for election annually.
Shareholder Engagement
The Company has a history of engaging with our shareholders, supporting our belief in the importance of the governance process and
of incorporating a meaningful understanding of shareholder perspectives on corporate governance,executive compensation, and
other issues that are important to them.These discussions help to inform our Board's approach to governance, compensation and
oversight of corporate responsibility initiatives. Our Office of the Corporate Secretary coordinates shareholder engagement with
Investor Relations and provides a summary of all relevant feedback to the Board. In 2024,the Company reached out to shareholders
representing nearly 60 percent of shares outstanding. In addition, Investor Relations meets with our shareholders throughout the year,
frequently along with our CFO and CEO.
2 uVISTA®

PROXY SUMMARY
Corporate Responsibility: Building Trust and Accountability
The Company understands its commitment to sustainability, stewardship and corporate citizenship is important, not only to our
shareholders, but to our communities and other constituencies. Accordingly,we have produced a Corporate Responsibility Report
covering the Company's commitments to the environment, its employees, its customers and the communities we serve, as well as
ethical governance.This report is available on our website at https:llinvestor.avistacorp.comlcorporate-responsibilitylour-commitment.
Material on our website, including but not limited to this report and related reports and metrics, is neither part of nor intended to be
incorporated into this Proxy Statement.
Compensation Highlights — 2024
In 2024,the Compensation and Organization Committee("Compensation Committee")established performance goals for the
Company based on input from the CEO and aligned the short-term and long-term incentive plans with those goals. Our incentive
arrangements allow us to focus on maintaining an attractive financial profile while creating long-term value for shareholders and
customers.
As summarized below,the compensation earned by our Named Executive Officers("NEOs")in 2024 reflects our corporate
performance for the fiscal year.
Our Cumulative Our Total
Our Annual Earnings Per Share Shareholder Return Our CEO's
Cash Incentive Performance Shares Performance Shares pay was
74 % 45 % 55 % 60 %
2024 Payout 2024 Payout 2024 Payout Linked to Share Value
In 2024
HIGHLIGHTS
OThe Compensation Committee approved base salary O Customer Satisfaction, Reliability,Average
adjustments ranging from 3%to 10% for our NEOs Response Time,and EID Scorecard metrics
based on market comparisons, its assessment of performed at or above target for our Short-Term
individual performance and other factors as discussed Incentive Plan. Our Utility Earnings Per Share
in more detail in the Compensation Discussion and performance landed above threshold, and Cost Per
Analysis. Customer metric landed below threshold, resulting in a
total annual cash incentive payment of 74% of target.
OIn early 2025, our NEOs received a payout for
one-third of their restricted stock units("RSUs") O Our Total Shareholder Return ("TSR")exceeded our
granted in each of 2022, 2023 and 2024, along with TSR threshold,which resulted in a final payment of
the associated dividend equivalents.These RSUs are 55% of the PSUs related to TSR granted in 2022 for
time-based, and one-third vest each year over a the 2022-2024 performance period and the associated
three-year period. dividend equivalents.
OOur Cumulative Earnings Per Share("CEPS") O Our CEO compensation strongly aligns with our
exceeded our three-year CEPS threshold,which shareholder interests: 60% in long-term incentive
resulted in payment of 45% of the performance equity, 20% in annual cash incentive, and 20% base
share units("PSUs")related to CEPS granted in salary.
2022 for the 2022-2024 performance period and the
associated dividend equivalents. O Our CEO's pay is 27 times higher than our median
employee's pay.
2025 PROXY STATEMENT 3

PROPOSAL 1: ELECTION OF DIRECTORS
Proposal 1 - Election of Directors
What are you Shareholders are being asked to elect director nominees for a one-year term.This section includes
information about the Board of Directors and each director nominee.
Voting Recommendation: The Board of Directors unanimously recommends a vote FOR each of the nominees for director and
urges beneficial owners, if they are not the record holders,to instruct their brokers or other nominees
to vote for each director.
Director Selection Process
The Board is elected by the shareholders to oversee their interests in the long-term overall success of the Company's business and its
financial strength. Our directors have diverse backgrounds and experience and represent a broad spectrum of viewpoints.
The Board has a robust and effective director nomination and evaluation process.The Board has delegated to the Governance
Committee the responsibility for reviewing and recommending to the Board nominees for director.The Governance Committee
annually reviews with the Board the composition of the Board as a whole and recommends, if necessary,steps to be taken so the
Board reflects the appropriate balance of knowledge, experience, competencies and expertise, all in the context of an assessment of
the needs of the Board and the Company at the time. In evaluating a director candidate,the Governance Committee considers the
knowledge,experience, integrity, business acumen and judgment of that candidate;the potential contribution of that candidate to
the diversity of backgrounds, experience and competencies the Board desires to have represented;the willingness of that candidate to
consider strategic proposals; and any other criteria established by the Board, as well as any core competencies or technical expertise
necessary to staff the Board committees.
For longer-serving directors,the Governance Committee also considers the tenure of the director and whether the duration of service
impairs such director's independence from management,as demonstrated by the director's relationship with management and the
director's participation in Board and committee deliberations. Directors must be able to commit the requisite time for preparation and
attendance at regularly scheduled Board and committee meetings,as well as be able to participate in other matters necessary to
ensure good corporate governance is practiced.
The Board is committed to actively seeking out highly qualified candidates and including such individuals in each Board candidate
pool, including candidates with a diversity of experience, skills, background, and viewpoint.
The Board considers the appropriate size of the Board and the needs of the Company with respect to the particular talents and
experience of its directors. In evaluating individual director candidates,the Board takes into consideration the criteria set forth in the
Company's Corporate Governance Guidelines(available on the Company's website at https://investor.avistacorp.comlcorporate-
governance), including, but not limited to:
• The qualifications, knowledge, competencies, abilities and executive leadership experience of nominees,as well as work experience
at the executive leadership level in his/her field of expertise;
• Familiarity with the energy/utility industry;
• Recognition by other leaders as a person of integrity and outstanding professional competence with a proven record of
accomplishments;
• Experience in a regulatory arena;
• Knowledge of the business of, and/or facilities for,the generation, purchase,transmission and/or distribution of electric energy
and/or the purchase,storage and/or distribution of natural gas;
• Attributes enhancing the diversity and perspective of the Board; and
• Knowledge of the customers, community and employee base.
4 uVISTA®

PROPOSAL 1: ELECTION OF DIRECTORS
The Board believes it must continue to refresh itself. During the last five years,the Board added four new members,three of whom
are independent, as a result of retirements and departures due to professional and personal commitments.The Board consists of
directors with a range of experience at policy-making levels in business, government and other areas relevant to the Company's
activities.The average tenure of the current director nominees is 8.9 years and the average age is 60.3.
The Governance Committee identifies nominees by first evaluating the current members of the Board. Current members of the Board
with competencies and experience relevant to the Company's business strategies and who are willing to continue in service are
considered for re-nomination. If any member of the Board does not wish to continue in service, or if the Governance Committee
decides not to nominate a member for re-election,the Committee would then identify the desired qualifications, competencies,
expertise, diversity, abilities and experience of a new nominee considering the criteria set forth above. Current members of the Board
are polled for recommendations of individuals meeting the criteria described above.The Governance Committee may also consider
candidates recommended by management, employees or others.The Governance Committee may,at its discretion, engage executive
search firms to identify qualified individuals.
Shareholder Recommendations and Nominations of Director
Candidates; Proxy Access
The Governance Committee will consider written recommendations for candidates for the Board made by shareholders.
Recommendations must include detailed biographical material indicating the qualifications of the candidate for the Board and must
include a written statement from the candidate of willingness and availability to serve.The Governance Committee will consider any
candidate recommended in good faith by a shareholder.The Governance Committee will evaluate director nominees in the same
manner as other candidates are evaluated, as discussed above.
While candidates for director are usually nominated by the Board(after consideration and recommendation by the Governance
Committee,as discussed above),shareholders may directly nominate candidates for election as directors. In order to do so,
shareholders must follow the procedures set forth in the Company's Bylaws("Bylaws"), described in the section "2026 Annual
Meeting Information." The Chair of the meeting may refuse to acknowledge any nomination not made in compliance with the
Bylaws.
In addition, subject to the satisfaction of additional requirements and conditions,and to the exceptions and limitations set forth in the
Bylaws, each registered shareholder(or group of not more than 20 shareholders)who has owned at least 3% of the Company's
outstanding shares of common stock for at least three years, may designate one nominee for election as a director of the Company
for inclusion in management's proxy soliciting materials for each Annual Meeting of Shareholders; provided, however,that
management is not required to include a number of such designees greater than 20% of the total number of members of the Board
of Directors; and provided,further,the designating shareholder(s)and the designated nominee(s)shall also meet the eligibility and
other requirements set forth in the Bylaws and described in "2026 Annual Meeting Information".
Current Nominees
Eleven directors are to be elected to hold office for a one-year term, and until a qualified successor is elected.The Company's Restated
Articles of Incorporation and Bylaws provide for up to 11 directors, as specified from time to time by the Board.The Board has fixed
the number of directors at 11.
Upon recommendation from the Governance Committee,the Board nominated Julie A. Bentz, Donald C. Burke, Kevin B.Jacobsen,
Rebecca A. Klein, Sena M. Kwawu, Scott H. Maw, Scott L. Morris,Jeffry L. Philipps, Heidi B. Stanley, and Janet D.Widmann to be
re-elected as directors for a one-year term to expire at the Annual Meeting in 2026 and until their successors shall have been elected.
The Board appointed Heather L. Rosentrater as a director, effective January 1, 2025, upon the resignation from the Board of Dennis P.
Vermillion, and nominated Ms. Rosentrater to be elected as a director for a one-year term to expire at the Annual Meeting in 2026.
The nominees have consented to serve as directors, and the Board has no reason to believe any nominee will be unable to serve. If a
nominee should become unavailable,your shares will be voted for a Board-approved substitute.The Board concluded all nominees,
with the exception of Ms. Rosentrater,are independent, and all nominees satisfy the various criteria for nomination as directors.
2025 PROXY STATEMENT 5

PROPOSAL 1: ELECTION OF DIRECTORS
Included in each nominee's biography is an assessment of the specific qualifications, competencies, attributes and experience of such
nominee based on the qualifications described above.
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:
et
o a R`
��c�ti �J.Fe>a`O�ye �e�o ��a��a� � Qr�.QQ�oyec��y�a��e Total I Qualifications and Expertise
Financial
Leadership of a financial firm or management of the
finance function of an enterprise, resulting in proficiency • • • • • • • • 8/11
in complex financial management, capital allocation,
and financial reporting processes.
Leadership
Extended experience leading a significant enterprise,
resulting in a practical understanding of organizations, • • • • • • • • • • • 11/11
processes, strategic planning, and risk management.
Demonstrated strengths in developing talent, planning
succession,and driving change and long-term growth.
Business Innovation
Experience driving business success,with an
understanding of diverse business environments • • • • • • • • • • • 11/11
including regional considerations, economic conditions,
cultures, and regulatory frameworks, as well as
disruptive innovation.
Energy and Utilities
Experience with the unique operating, regulatory,and • • • 3/11
financial aspects of the utility industry and related risks,
including energy and commodity markets.
Technology
Experience working in operating and administrative • • • • • • 6/11
technology, including expertise in cybersecurity.
Regulatory, Environmental and Risk
Experience with and an understanding of the regulated
nature of the utility industry, including environmental • • • • • • • • • • • 11/11
regulation,the clean energy transition,and oversight of
risk.
Mergers and Acquisitions
The ability to analyze the fit of a company's strategy • • . • • • • • • • 10/11
and culture, accurately value transactions, and evaluate
operational integration plans.
100 % 91 % 36 % 60. 3 yrs
of our directors of our directors are of our directors is the average age
participate in Board independent added in the last 5 of our director
Governance years nominees
6 uVISTA"

PROPOSAL 1: ELECTION OF DIRECTORS
Except as otherwise indicated, committee membership is as of the date of this proxy statement.
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
'r 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:
Julie A. Bentz
• Chair,External Advisory Board for National Security Programs,Sandia National Laboratory
INDEPENDENT DIRECTOR NOMINEE • Chair,External Review Committee for Strategic Deterrence,Lawrence Livermore National Laboratory
• Board Member,External Review Committee for Global Security,Lawrence Livermore National
Age: 60 Laboratory
Tenure: 3 Years • Senior Advisor,Santiam Canyon Lionshead and Beachie Creek Wildfires Long Term Recovery Group
Committees: • Member,CACI Strategic Advisory Group
• Environmental,Technology, • Member,College of Engineering Dean's Leadership Council,Oregon State University
Operations Reasons for Nomination:
• Finance 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.
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 MUM,Mr.Burke was the Head of Global
Operations and Client Services and also served as the Treasurer and CFO of the MUM 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
At 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
Donald C. Burke • Board Member and Audit Committee Chair,Duff&Phelps mutual fund complex
INDEPENDENT DIRECTOR NOMINEE • Former Board Member,Goldman Sachs mutual fund complex
• Former Board Member,BlackRock global funds
Age: 64 • Former Board Member and Treasurer,Crohn's and Colitis Foundation
Tenure: 13 Years Reasons for Nomination:
Committees: Mr.Burke brings significant financial and accounting experience to the Board from his years in public
• Vice Chair of the Board accounting and his role as the treasurer and CFO of numerous mutual funds.Through his service as Chair
• Audit(Chair) of the Audit Committee and as the designated Audit Committee Financial Expert, Mr. Burke's background
• Executive enhances his performance of a critical leadership role in overseeing the integrity of the Company's financial
• Governance 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.
2025 PROXY STATEMENT 7

PROPOSAL 1: ELECTION OF DIRECTORS
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
Kevin B. Jacobsen Reasons for Nomination:
INDEPENDENT DIRECTOR NOMINEE 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.
Age: 58 Mr.Jacobsen's background and experience enables him to provide a unique and valuable perspective on
Tenure:2 Years the Company's business and operational risks through his anticipated service on the Environmental,
Committees: Technology and Operations Committee.In addition,given his broad financial background,Mr.Jacobsen is
• Audit a valuable member of the Board's Audit Committee,where he provides important oversight over the
• Environmental,Technology, integrity of the Company's financial statements and related controls,compliance with legal and regulatory
Operations requirements,and the performance of the Company's internal audit function and independent auditors.
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.
if
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:
Rebecca A. Klein
• Board Member,Diamondback Energy,an upstream oil and gas company
INDEPENDENT DIRECTOR NOMINEE • Board Member,San Jose Water Group,a California water utility with national subsidiaries
Age: 59 • Founder and Board Member,Texas Energy Poverty Research Institute
• Board and Faculty Member,Christian Latina Leadership Institute
Tenure: 15 Years
Reasons for Nomination:
Committees: Ms. Klein possesses a deep knowledge of the energy industry,energy markets and energy regulation,as
• Compensation well as legal expertise in energy and telecommunications and experience in technology and cybersecurity
• Environmental,Technology, issues.She provides a unique diversity of background and perspective to the Board generally,but
Operations(Chair) 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.
8 AiuvISTA®

PROPOSAL 1: ELECTION OF DIRECTORS
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.
Sena M. Kwawu Mr. Kwawu is the board chair for VillageReach,a non-profit global health innovator developing new
INDEPENDENT DIRECTOR NOMINEE solutions to critical healthcare challenges in low-and middle-income countries,mostly on the African
continent.
Age: 56
Tenure:4 Years Board and Philanthropic Service:
• Board Chair,VillageReach
Committees: • Board Member,The Executive Leadership Council
• Environmental,Technology,
Operations Reasons for Nomination:
• Finance(Chair) 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.
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.
Scott H. Maw Board and Philanthropic Service:
INDEPENDENT DIRECTOR NOMINEE . Board Member,Board of Trustees,Gonzaga University
Age: 57 • Board Member and Audit Committee Chair,Alcon,Inc.(NYSE:ALC),a Swiss medical company
specializing in eye care products
Tenure:8 Years • Board Chair,Chipotle Mexican Grill,Inc.(NYSE:CMG)
Committees: Reasons for Nomination:
• Compensation(Chair) Mr. Maw brings more than 30 years of financial experience,including extensive experience as a senior
• Governance 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.
2025 PROXY STATEMENT 9

PROPOSAL 1: ELECTION OF DIRECTORS
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
Scott L. Morris • Lead Director,California Water Service,the largest regulated American water utility west of the
Mississippi River and the third largest in the country
INDEPENDENT DIRECTOR NOMINEE • Board Member,Iron Horse Acquisitions,a diversity media and entertainment SPAC company
• Trustee Emeritus,Gonzaga University
Age: 67 • Board Member,Idaho Chapter of the Nature Conservancy
Tenure: 18 Years • Board Member,various Spokane nonprofit and economic development Boards
Committees: Reasons for Nomination:
• Chair of the Board 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
• Executive(Chair) understanding of the Company and its subsidiaries,as well as the Company's overall strategies,activities
• Finance 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.
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
Jeffr L. P�ll�l $ • Board Member,Innovia Foundation
Y pp • Board Member,Inland NW Council of the Boy Scouts of America
INDEPENDENT DIRECTOR NOMINEE • Community Advisory Board Member,University of Washington and Gonzaga University Regional Health
Partnership
Age: 69 Former Board Chair,Washington Food Industry Association
Tenure: 5 Years Former Campaign Chair,United Way of Spokane County Campaigns
• Former Board Chair,Greater Spokane Incorporated(GSI)
Committees: Former Board Chair,Providence Community Mission Board
• Audit Former Community Advisory Board Member,Washington State University Elson S. Floyd College of
• Compensation 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.
10 uVISTA®

PROPOSAL 1: ELECTION OF DIRECTORS
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
i 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)
Heather L. • Board Member,Edison Electric Institute(EEI)
Rosentrater • Board Member,Western Energy Institute(WEI)
• Board Member,Washington Roundtable
NON-INDEPENDENT DIRECTOR • Board Member,Avista Foundation
NOMINEE • Board Member,Second Harvest Inland Northwest
• Board Member,Urbanova
Age:47 • Member,Gonzaga University School of Engineering and Applied Science Executive Council
• Former Board Member,YWCA Spokane
Tenure: First Year • Former Board Member,Vanessa Behan Crisis Nursery
Committees: Reasons for Nomination:
• Executive 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.
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
Heidi B. Stanley • Founding Member,Greater Spokane Incorporated
INDEPENDENT DIRECTOR NOMINEE • Board Member,various other charitable,educational and cultural organizations
• Former Board Member,Washington Policy Center
Age: 68 • Former Board Chair,Association of Washington Business
Tenure: 19 Years • Former Board Chair,Inland Northwest YMCA
• Former Board Member,Spokane Symphony
Committees:
Reasons for Nomination:
• Audit Ms.Stanley's varied business experiences provide a diverse business perspective on risk analysis,operations,
• Executive policy development,mergers and acquisitions,organizational development,board governance and capital
• Governance 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.
2025 PROXY STATEMENT 11

PROPOSAL 1: ELECTION OF DIRECTORS
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.
Janet D. Widmann Board and Philanthropic Service:
INDEPENDENT DIRECTOR NOMINEE • Board Member,Orthopedic Care Partners
• Board Member,Ideal Option
Age: 58 • Member,The Committee of 200
Tenure: 11 Years • Member, McKinsey&Company's Bay Area Women's Executive Roundtable
• Member,International Women's Forum
Committees: • Former Board Member,Delta Dental of California
• Finance • Former Executive Chair,Acorn Health
• Governance(Chair) • 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.
OThe C•. • recommends a vote • ' director nominees.
u 12 VISTA®

CORPORATE GOVERNANCE MATTERS
Corporate Governance Matters
Corporate Governance Principles
The Board is responsible for directing the management of the business and affairs of the Company. As such,the Board gives the
Company's executive officers strategic direction and oversees their operation of the Company's business and their conduct of its
affairs,with a view to serving the best interests of the Company and its shareholders and other stakeholders.
The Board has adopted Governance Guidelines to address matters including qualification of directors,standards of independence for
directors, election of directors, responsibilities and expectations of directors,and evaluation of director and committee performance.
The Governance Guidelines are reviewed at least annually and updated as necessary.The Governance Guidelines, along with the
Bylaws, Board Committee Charters, and the Code of Conduct, provide the framework for the governance of the Company.
Board Leadership Structure
The Board does not have a policy as to whether the role of CEO should be separate from the Chair, nor, if the roles are separate,
whether the Chair should be selected from the independent directors.The Board selects the Chair in a manner it determines to be in
the best interests of the Company and its shareholders.This flexibility has allowed the Board to determine whether the role should be
separated based on the individuals and the circumstances existing at that time.The Board believes the Company has been well served
by this leadership structure.
Annually,the Board examines its governance practices, including the separation of the positions of the Chair and the CEO and the
independence of the Chair.The Board believes it needs to retain the ability to balance the independent Board structure with the
flexibility to appoint as Chair someone with hands-on knowledge of and experience in the operations of the Company. Currently,the
roles of Chair and CEO are separated. Mr. Morris,who retired as CEO effective October 1, 2019,serves as the Chair of the Board.The
Company is led by Ms. Rosentrater,who has served as its CEO since January 1, 2025.
Duties of the Chair
The Chair's duties include:
• Chairing all meetings of the Board in a manner that effectively utilizes the Board's time and which takes full advantage of the
skills,expertise and experience of each director;
• Working with the Vice Chair and CEO to establish schedules and agendas for Board meetings,with input from other directors and
management;
• Together with the Vice Chair, recommending an agenda to the Board for its approval for each shareholder meeting;
• Providing input to the Chair of the Governance Committee on new Board member candidates and the selection of the Board
committee members;
• Facilitating and encouraging constructive and useful communication between the Board and management;
• Providing leadership to the Board in the establishment of positions the Board may take on issues to come before shareholder
meetings;
• Conducting an objective assessment of the quality of each Board member; and
• With input from the CEO,ensuring the Board is provided with full information on the condition of the Company, its businesses,
the risks facing the Company and the environment in which it operates.
Independent Vice Chair
The Board has also established the position of Vice Chair,which was previously designated as independent Lead Director.The person
acting as Vice Chair must be independent. Donald Burke was selected to serve as Vice Chair for a three-year term beginning May 11,
2023.
2025 PROXY STATEMENT 13

CORPORATE GOVERNANCE MATTERS
The Vice Chair's duties include:
• Ensuring there is open and effective communication between the Board,the Chair and management of Board-related matters;
• Keeping an open line of communication that provides for dissemination of information to the Board and discussion before actions
are finalized;
• Serving as an independent point of contact for directors, management or shareholders wishing to communicate with the Board
other than through the Chair;
• Presiding at all meetings at which the Chair is not present;and
• Working with the Chair to set meeting schedules and agendas for the Board meetings, including soliciting input from
non-management directors on items for the Board agendas,to ensure appropriate agenda items are included and there is
adequate time for discussion of these items.
The Vice Chair is available for communications and consultation with major shareholders.The Company has a mechanism for
shareholders and other interested parties to communicate with the Vice Chair and independent directors as a group,or on an
individual basis. (See "Communications with Shareholders" in this section.)
Director Independence
The Board has been, and continues to be, a strong proponent of director independence. It is the policy of the Board that a majority of
the directors be independent from management and that the Board not engage in transactions that would conflict with the best
interests of the Company's business.
The Company's corporate governance structures and practices provide for a strong, independent Board and include several
independent oversight mechanisms:
• All members of the Board are independent except for Ms. Rosentrater.
• All members of the Board committees are independent, except for Ms. Rosentrater,who is a member of the Executive Committee.
• Each Board committee has a separate independent Chair.
• All Board committees may seek legal,financial or other expert advice from sources independent from management.
The Board believes this governance structure and these practices ensure strong and independent directors will continue to effectively
oversee the Company's management and key issues related to its long-range business plans, long-range strategic decisions, risks and
integrity.
Independence determinations are made on an annual basis at the time the Board approves nominees for election at the next Annual
Meeting and, if a director joins the Board between Annual Meetings, at such time.To assist in this determination,the Board adopted
Categorical Standards for Independence of Directors(the "Categorical Standards").As a result of this review,the Board affirmatively
determined the directors nominated for election at the Annual Meeting are independent of the Company and its management,with
the exception of Ms. Rosentrater. Ms. Rosentrater is an inside director because of her employment as President and CEO of the
Company.
Related Party Transactions
The Board recognizes related party transactions present a heightened risk of conflicts of interest and/or improper valuation of
transactions(or the perception thereof)and,therefore, has adopted a written Related Party Transactions Policy,which is followed in
connection with all related party transactions involving the Company and specified related persons including directors(including
nominees)and executive officers, certain family members and certain shareholders, all as outlined in the applicable rules of the
Securities and Exchange Commission("SEC"). During its annual review,the Board considered whether there were any transactions or
relationships between directors or members of their immediate families(or any entity of which a director or a director's immediate
family member is an executive officer, general partner,or significant equity holder)and members of the Company's senior
management or their affiliates inconsistent with a determination that the director is independent.
14 MISTA®

CORPORATE GOVERNANCE MATTERS
In particular,the Board considered the Company and its subsidiaries in the ordinary course of business have, during the last three
years, purchased products and services from companies at which some of our directors were officers, board members,or investors
during 2024.
SEC rules require the Company to disclose any related party transaction in which the amount involved exceeds$120,000 in the last
year.The Governance Committee has determined the Company had no reportable related party transactions for 2024.
Board Meetings
The Board strongly encourages its members to attend all Board and committee meetings and the Annual Meeting.The Board held
four meetings in 2024. Attendance at all Board and committee meetings was 100%, except one Board meeting at which attendance
was 91% due to a family emergency, bringing our total attendance to 99.6%.All directors attended the prior year's Annual Meeting,
and all directors are planning to attend the upcoming Annual Meeting.
Meetings of Independent Directors
The independent directors meet separately at each regularly scheduled Board meeting.The Chair and the Vice Chair collaboratively
establish the agenda for each session and also determine which, if any,other individuals, including members of management and
independent advisors, should be available for each such meeting.
Board Risk Oversight
The Board plays an active role in the identification of the major risks affecting the Company and the oversight of the Company's risk
management. For organizational purposes,the Board has categorized the various risks facing the Company as follows:
• utility regulatory • strategic
• operational • external mandates
• climate change • financial
• cybersecurity • energy commodity
• technology • compliance
While the Board retains full responsibility for the general oversight of the management of all categories of risk, it has delegated to and
allocated among its committees first oversight responsibility regarding specific categories of risk.The allocation of categories of risk to
the respective committees is described generally below and is more specifically set forth in the committee charters.While
management is responsible for the day-to-day management of risk, appropriate Company officers make periodic reports to the
respective committees or, if circumstances so warrant,to the full Board, and respond to specific inquiries made by the committees
and/or the Board. Following a risk report to a committee,the chair of that committee reports to the full Board.This process facilitates
the coordination of the oversight and management of the various categories of risk, particularly for the interrelationships among
various risks.
See Item 1A— "Risk Factors", Item 1 C— "Cybersecurity", and Item 7— "Management's Discussion and Analysis of Financial
Condition and Results of Operations—Enterprise Risk Management" in the Annual Report for discussions of the various risks within
the general categories listed above and the Company's risk management processes and procedures.
CEO Succession Plan
Selecting the best leader for our Company and planning and executing a smooth CEO transition is an important responsibility of the
Board.Thoughtful succession plans for our CEO and for other officers are an important part of the Company's long-term success, and
the Company has a long-term succession-planning process intended to develop a pipeline of qualified talent for key roles, reflecting a
focus on the Company's business strategy.
2025 PROXY STATEMENT 15

CORPORATE GOVERNANCE MATTERS
The Compensation Committee conducts an annual review of the succession plans for our CEO and other executives of the Company
and receives quarterly updates on the plans. Our CEO and the Compensation Committee review those succession plans annually with
the full Board.The succession plans reflect the Board's belief that the Company should regularly identify internal candidates for the
CEO and other executive positions, and it should develop those candidates for consideration when a transition is planned or
necessary. Accordingly, management identifies internal candidates in various phases of development and implements development
plans to assure the candidates' readiness.Those development plans identify the candidates'strengths and developmental
opportunities, and the Compensation Committee receives periodic updates and regularly reviews the candidates' progress. In addition
to internal development pools,to assure selection of the best candidate(s),the Company may recruit externally if such approach
would better suit the Company's strategic needs.The Compensation Committee believes the Company's succession planning process
provides a good structure to assure the Company will have qualified successors for its executive officers.
The Board has adopted a Contingency CEO Succession Plan to outline the procedures for the temporary appointment of an interim
CEO to avoid a vacancy in leadership that may occur because of an absence event due to death, illness, disability,or sudden departure
of our CEO.
Board and Committee Evaluations
The Board conducts an annual assessment of its performance and effectiveness, as well as that of the Chair and Vice Chair.The
process is coordinated by the Board Chair and the Chair of the Governance Committee and is proctored through written assessments
completed by each director. Areas of inquiry include, among other things,the following:
• Overall Board performance and areas of focus, including strategic and business issues, challenges and opportunities;
• Succession planning;
• Board committee structure and composition;
• Board culture;
• Board composition;
• Management performance; and
• Board meeting logistics, including quality of materials provided to the directors.
Each Board committee also conducts an annual assessment of its performance and effectiveness, including that of the Committee
Chair,through written assessments completed by each committee member.Areas of inquiry include,among other things,the
following:
• The sufficiency of their charters;
• Whether committee members possess the right skills and experience or whether additional education or training is required;
• Whether there are sufficient meetings covering the right topics; and
• Whether meeting materials are effective.
Individual Director Assessments
Annually,the Board Chair considers the quality of each Board member,taking into account such factors as attendance, participation,
engagement with other Board members, and any other factors deemed appropriate.This process includes a discussion between the
Board Chair and the Chairs of each Board committee,as well as individual meetings with each director.The process provides an
opportunity for input on individual director performance,as well as practical input from each director on what the Board should
continue doing, start doing and stop doing.The information gathered through the assessment process is reviewed by the Governance
Committee and considered in its recommendation of Board members to stand for election each year.
A summary of all committee assessment results is provided to the Governance Committee and the Board for review and discussion.
16 MISTA®

CORPORATE GOVERNANCE MATTERS
Director Orientation and Continuing Education
The Governance Committee and management are responsible for director orientation and mentorship programs. Orientation and
mentorship programs are designed to familiarize new directors with the Company's business strategies and policies and help facilitate
their effective transition onto the Board.The Governance Committee is also responsible for director continuing education. Continuing
education programs for directors include a combination of internally developed materials and presentations and outside programs
presented by third parties. Financial and administrative support is available to directors for attendance at academic or other
independent programs.
Director Retirement Policy
Directors may not stand for election after age 72.
Code of Conduct
The Company has adopted a Code of Conduct that applies to members of the Board and our employees, including our CEO (the
principal executive officer)and our CFO(the principal financial officer).
Information on Company Website
The Company's Corporate Governance Guidelines,the Code of Conduct, and the Related Party Transactions Policy are available on
the Company's website at https://investor.avistacorp.com/corporate-governance. A written copy of any of these documents will be
provided free of charge to any person upon request to the Corporate Secretary's office at 1411 East Mission Avenue, P.O. Box 3727
(MSC-10), Spokane,Washington 99220.
Communications with Shareholders
Shareholders and other interested parties may send correspondence to our Board or to any individual director to the Corporate
Secretary's office at 1411 East Mission Avenue, P.O. Box 3727(MSC-10), Spokane,Washington 99220. Concerns about accounting,
internal control over accounting and/or financial reporting,or auditing matters should be directed to the Chair of the Audit
Committee at the same address. All communications will be forwarded to the person(s)to whom they are addressed, unless it is
determined the communication:
• Does not relate to the business or affairs of the Company or the functioning or constitution of the Board or any of its committees;
• Relates to routine or insignificant matters that do not warrant the attention of the Board;
• Is an advertisement or other commercial solicitation or communication;
• Is frivolous or offensive;or
• Is otherwise not appropriate for delivery to directors.
The director or directors who receive any such communication have discretion to determine whether the subject matter of the
communication should be brought to the attention of the full Board or one or more of its committees and whether any response to
the person sending the communication is appropriate. Any such response will be made through the Company's Corporate Secretary
or General Counsel and only in accordance with the Company's policies and procedures and applicable laws and regulations relating
to the disclosure of information.
Board Committees
The Board has six standing committees—Audit Committee, Compensation and Organization Committee("Compensation
Committee"), Governance and Corporate Responsibility Committee("Governance Committee"), Finance Committee, Environmental,
Technology and Operations Committee("Environmental Committee")and Executive Committee.The committees,their membership
as of the date of this proxy statement,and their principal responsibilities are described below.
2025 PROXY STATEMENT 17

CORPORATE GOVERNANCE MATTERS
Each committee of the Board has adopted a Charter approved by the Board.The Charters are reviewed on an annual basis and
amendments are made as needed.The committee Charters are available on the Company's website at https:llinvestor.avistacorp.coml
corporate-governance. A written copy of our committee Charters will be provided free of charge to any person upon request to the
Corporate Secretary's office at 1411 East Mission Avenue, P.O. Box 3727(MSC-10), Spokane,Washington 99220.
COMMITTEEAUDIT
Responsibilities:
Assists the Board in overseeing the integrity of and the risks related to the Company's financial
statements and accounting compliance,the Company's compliance program,the qualifications
and independence of the independent registered public accounting firm,and the performance
of the Company's internal audit function and independent registered public accounting firm.
The Audit Committee also reviews the integrity of the Company's systems of internal controls
regarding accounting,financial reporting, disclosure,compliance and ethics that management
and the Board have established, including without limitation all internal controls established
and maintained pursuant to the Securities Exchange Act of 1934, as amended(the "Exchange
Act"), including those initiated pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-
Oxley Act").The Audit Committee oversees management of the Company's exposure to
Donald C. Burke accounting and financial risk, including questionable accounting or possible fraud,and
CHAIR oversees generally,to assist the full Board,the Company's overall risk assessment and risk
Other Members: management processes. Only independent directors sit on the Audit Committee.The Board
Jacobsen determined Mr. Burke is an "Audit Committee Financial Expert," as defined in the SEC rules.
Philipps
Stanley
Number of Meetings: 5
COMPENSATION COMMITTEE
Responsibilities:
Considers and approves, as well as oversees the risks associated with, compensation and
benefits of executive officers of the Company,as well as human capital management generally.
This includes overseeing the organizational structure of the Company's management and
succession planning for our CEO and other executive officers.
For a discussion of the Company's processes and procedures for the consideration and
determination of executive officer compensation (including the role of executive officers and
compensation consultants in determining or recommending the amount or form of
compensation)see the CD&A.
The Compensation Committee is composed entirely of independent directors,as defined by
Scott H. Maw the rules of the NYSE, and within the Company's Categorical Standards. In addition,the
CHAIR Compensation Committee is intended to comply with the "non-employee director"
requirements of Rule 16b-3 under the Exchange Act, and to the extent still applicable,the
Other Members: "outside director" requirements of Section 162(m)of the Internal Revenue Code of 1986,as
Klein amended(the "Code").
Philipps
Number of Meetings: 5
18 uVISTA®

CORPORATE GOVERNANCE MATTERS
GOVERNANCE •
Responsibilities:
Advises the Board on corporate governance matters and oversees the risks relating to such
matters, including recommending guidelines for the composition and size of the Board and its
committees, evaluating Board effectiveness and organizational structure and setting director
compensation (see the section on Director Compensation).The Governance Committee
oversees, among other things, issues regarding conflicts of interest, independence and
compliance with SEC and NYSE rules and reviews and recommends to the full Board the
allocation of risk management oversight to the various Board committees.The Governance
Committee provides general strategic oversight of the Company's programs and practices
relating to corporate responsibility.The Governance Committee also develops Board
membership criteria and reviews potential director candidates. Recommendations for director
Janet D. Widmann nominees are presented to the full Board for approval. See Proposal 1—"Election of Directors".
CHAIR Only independent directors sit on the Governance Committee.
Other Members:
Burke
Maw
Stanley
Number of Meetings:4
ENVIRONMENTAL •
Responsibilities:
Assists the Board in overseeing management of the Company's business and operational risks,
other than financial risks.This includes regulatory, environmental compliance,employee and
public safety, climate change, energy commodity,cyber and physical security, cyber technology
strategy,and external mandates.
Rebecca A. Klein
CHAIR
Other Members:
Bentz
Jacobsen
Kwawu
Number of Meetings:4
2025 PROXY STATEMENT 19

CORPORATE GOVERNANCE MATTERS
FINANCE •
Responsibilities:
Assists the Board in overseeing the Company's strategies, budgets,forecasts, and financial
plans and programs, including those providing liquidity,and oversees the associated risks.The
Finance Committee's activities and recommendations include reviewing management's
qualitative and quantitative financial plans and objectives for both the short-and long-term;
approving strategies with appropriate action plans to help ensure financial objectives are met;
having in place a system to monitor progress toward financial goals, including monitoring
commodity price and counterparty credit risk, overseeing and monitoring employee benefit
plan investment performance and approving changes in investment policies and strategies, and
monitoring management's program for hedging or otherwise mitigating financial and
commercial risk; and providing strategic oversight of the Company's non-regulated investments
Sena M. Kwawu and businesses.
CHAIR
Other Members:
Bentz
Morris
Widmann
Number of Meetings:4
COMMITTEEEXECUTIVE
Responsibilities:
Has and may exercise,when the Board is not in session,all the powers of the Board that may
be lawfully delegated, subject to such limitations as may be provided in the Bylaws, by
resolutions of the Board, or by law. Generally, such action would only be taken to expedite
Board authorization for certain corporate business matters when circumstances do not allow
the time,or when it is otherwise not practicable,for the entire Board to meet.
4
Scott L. Morris
CHAIR
Other Members:
Burke
Rosentrater
Stanley
Number of Meetings: 0
20 uVISTA®

DIRECTOR COMPENSATION
Director Compensation
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.
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 Audit Committee: $ 20,000
Retainers(cash) 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
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.
Director Stock Ownership Policy
The Company has a minimum stock ownership expectation for all Board members. Outside directors are expected to achieve a
minimum investment of five times the minimum stock portion of their retainer and retain at least that level of investment while a
Board member.
The ownership expectation illustrates the Board's philosophy of the importance of stock ownership for directors to further strengthen
the commonality of interest between the Board and shareholders.The Governance Committee annually reviews director holdings to
determine whether they meet ownership expectations.
There were no annual stock option grants or non-stock incentive plan compensation payments to directors for services in 2024 and
none are currently contemplated under the current compensation structure.The Company also does not provide a retirement plan or
deferred compensation plan to its directors. Listed below is compensation paid to each non-employee director who served during any
part of the 2024 fiscal year.
2025 PROXY STATEMENT 21

DIRECTOR COMPENSATION
Director Compensation Table — 2024
Annual Retainer
Director Director
Compensation Compensation
Paid in Paid in Total
Cash Stock Compensation
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
1. Amounts in this column include cash retainers,fractional stock issuances,Chair retainers,and Board and committee meeting fees.
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.
3. The Company does not provide perquisites or other personal benefits to its Board members.
�I lm
22 4VISTA®

AUDIT COMMITTEE REPORT
Audit Committee Report
Charter and Responsibilities
The Audit Committee operates under a written Charter adopted by the Board that outlines its responsibilities and the practices it
follows.The Charter can be found on the Company's website at https:llinvestor.avistacorp.com/corporate-governance.The Audit
Committee reviews and assesses the adequacy of its Charter at least annually,and,when appropriate, recommends changes to the
Board.
The Audit Committee is composed of non-management directors who meet the independence and financial literacy requirements of
the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules.
The Audit Committee recommended to the Board the designation of Donald C. Burke as the Audit Committee Financial Expert solely
for the purposes of compliance with the rules and regulations of the SEC implementing Section 407 of the Sarbanes-Oxley Act.The
Board approved this recommendation.
The Audit Committee assists the Board in overseeing the integrity of the Company's financial statements,the Company's compliance
with legal and regulatory requirements,the Company's Code of Conduct,the Company's enterprise risk management program and
the independent auditor's qualifications and independence.The Audit Committee also assists the Board in fulfilling its responsibility
for oversight of the Company's systems of internal controls, including,without limitation,those established and maintained pursuant
to the Exchange Act and the Sarbanes-Oxley Act. In addition,the Audit Committee participates in external education sessions and
educational sessions developed by management, at the request of the Audit Committee.
2024 Activity
During 2024,the Audit Committee fulfilled its duties and responsibilities as outlined in the Charter. Five meetings were held,with
meeting agendas established by the Audit Committee's Chair and the Director of Internal Audit. Specifically,the Audit Committee:
• Reviewed and discussed with management and Deloitte,the independent auditor,the Company's unaudited quarterly financial
statements and management's discussion and analysis of financial condition and results of operations.
• Reviewed with the CEO and CFO their certifications as to the accuracy of the Company's financial statements and the
establishment and maintenance of internal controls and procedures.
• Reviewed with management all earnings press releases relating to 2024 annual and quarterly earnings prior to their issuance.
• Reviewed and discussed with Deloitte various matters including,without limitation,all critical audit matters, critical accounting
policies, practices and estimates, significant changes in accounting principles or the application thereof, and the effect of
regulation on the Company's financial performance and results of operations.
• Discussed with management,the internal auditors, and the independent auditor the quality and adequacy of the Company's
systems of internal controls, and the internal audit functions, responsibilities, performance, and staffing.
• Reviewed the audit plans, audit scopes,and identification of audit risks with the independent and the internal auditors.
• Received from Deloitte a letter and other disclosures regarding the independent auditor's communications with the Audit
Committee concerning the independent auditor's independence.The independent auditor advised the Audit Committee that this
letter and other disclosures were required by the PCAOB auditor standards.The Audit Committee discussed with the independent
auditor the latter's independence.
• Was advised by Deloitte that the matters discussed by Deloitte and the Audit Committee constituted all matters that PCAOB
standards required Deloitte to discuss with the Audit Committee.
• Reviewed and approved the services and fees of the Company's independent auditor.
• Reviewed and approved the non-audit services performed by the Company's auditor and concluded that such services were
consistent with the maintenance of independence.
• Reviewed the performance of Deloitte and approved its reappointment in 2024 as the Company's independent registered public
accounting firm.
2025 PROXY STATEMENT 23

AUDIT COMMITTEE REPORT
2024 Financial Statements
The Audit Committee reviewed and discussed with management and Deloitte the Company's audited financial statements and
management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2024.
Additionally,the Committee reviewed Management's Report on Internal Control Over Financial Reporting and the Auditor's Report on
the effectiveness of internal control over financial reporting. Based on its review and discussions,the Audit Committee recommended
to the full Board, and the full Board approved,the inclusion of the Company's audited financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2024,for filing with the SEC.
This report is provided by the following independent directors,who comprise the Audit Committee:
Donald C. Burke—Chair Kevin B. Jacobsen Jeffry L. Philipps Heidi B. Stanley
24 uVISTA®

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025
Proposal 2 : Ratification of Appointment of
Deloitte as Independent Registered Public
Accounting Firm For 2025
. . We are asking our shareholders to ratify the selection of Deloitte&Touche LLP,the member firms of
Deloitte Touche Tohmatsu, Ltd.,and their respective affiliates(collectively, "Deloitte")as the
independent registered public accounting firm to audit our consolidated financial statements and our
internal control over financial reporting for 2025.Although the Audit Committee has direct
responsibility for the appointment of the independent registered public accounting firm, as a matter
of good corporate governance,the Board submits its selection of the independent registered public
accounting firm to our shareholders for ratification.
• •. The Board unanimously recommends a vote FOR the ratification of the appointment of Deloitte as
the independent registered public accounting firm.
The Audit Committee has the direct responsibility to hire,evaluate and,where appropriate, replace the Company's independent
auditor and, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation, and general
oversight of the work of the independent auditor.The Audit Committee has appointed Deloitte as the Company's independent
registered public accounting firm for continuing audit work in 2025.
Shareholder approval is not required for the appointment of Deloitte. However,the appointment is being submitted to shareholders
for ratification. Should the shareholders fail to ratify the appointment of Deloitte,such failure(1)would have no effect on the validity
of such appointment for 2025(given the difficulty and expense of changing the independent registered public accounting firm
midway through a year)and(2)would be a factor to be taken into account,together with other relevant factors, by the Audit
Committee in the selection and appointment of the independent registered public accounting firm for 2026(but would not
necessarily be the determining factor).
Annual Evaluation and Selection of the Independent Auditor
The Audit Committee annually reviews Deloitte's independence and performance in deciding whether to retain Deloitte or engage
another independent auditor. In the course of these reviews,the Audit Committee considers,among other things:
• Deloitte's historical and recent performance on the Company's audit.
• Deloitte's depth, expertise, and knowledge of the Company's business and industry.
• The quality and candor of Deloitte's communications with the Audit Committee and management.
• How effectively Deloitte maintained its independence and employed its independent judgment, objectivity,and professional
skepticism.
• Available external data about quality and performance, including recent PCAOB reports on Deloitte.
• The appropriateness of Deloitte's fees.
• Deloitte's tenure as the Company's independent auditor, including the benefits of having a long-tenured auditor,and the
safeguards in place to maintain its independence.
Long Tenure Benefits
• Higher audit quality.Through years of experience with the Company, Deloitte(including its predecessors) has gained
institutional knowledge of, and deep expertise regarding,the Company's operations and businesses, accounting policies and
practices, and internal control over financial reporting.
• No onboarding or educating new auditor. Onboarding a new auditor requires a significant time commitment that could
distract from management's focus on financial reporting and internal controls.
2025 PROXY STATEMENT 25

PROPOSAL 2:RATIFICATION OF APPOINTMENT OF DELOITTE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025
Independence Controls
• Audit Committee oversight.The Audit Committee meets with Deloitte at least four times per year.The committee also
performs a comprehensive annual evaluation to determine whether to engage Deloitte.This evaluation includes assessments of
Deloitte's qualifications and performance;approach to promoting and monitoring audit quality; quality and candor of
communications; and independence,objectivity, and professional skepticism.The Audit Committee also has an active role in
selecting the lead partner.
• Rigorous limits on non-audit services.The Audit Committee has a policy that requires pre-approval of all non-audit services,
subject to a de minimis exception,and Deloitte is engaged only when it is best suited for the job.
• Strong internal Deloitte independence process. Deloitte conducts periodic internal quality reviews of its audit work,assesses
the adequacy of partners and other personnel working on the Company's account, and rotates the lead partner every five years.
• Strong regulatory framework. Deloitte, as an independent registered public accounting firm, is subject to PCAOB inspections,
peer reviews, and PCAOB and SEC oversight.
As a result of its evaluation,the Audit Committee concluded the selection of Deloitte as the independent registered public accounting
firm for 2025 is in the best interests of the Company and its shareholders.The Audit Committee made this recommendation to the
full Board,and the full Board approved.
Audit Fees and All Other Fees
The Audit Committee approves the fees paid to Deloitte for audit and non-audit services and receives periodic reports on the amount
of fees paid.The aggregate fees for audit and other services provided by Deloitte in 2024 and 2023 were:
Audit Fees(a) $2,082,000 $1,988,673
Audit-Related Fees(b) 10,000 6,000
Tax Fees(c) 11,920 —
AII Other Fees(d) 4,731 4,921
Total $2,108,651 $1,999,594
a. Audit services performed in 2024 and 2023 for which audit fees were billed consisted of:
• Audit of the Company's annual consolidated financial statements and internal control over financial reporting.
• Reviews of the Company's quarterly reports on Form 10-Q.
• Comfort letters,statutory and regulatory audits,consents,and other services related to SEC matters.
b. Audit-related services performed in 2024 and 2023 consisted of agreed-upon procedures.
c. Tax services performed in 2024 consisted of general tax consulting related to federal,state and local tax matters.
d. All other services performed in 2024 and 2023 consisted of licensing of accounting literature research databases,attendance at training seminars,and other
miscellaneous projects.
Audit Committee Approval of Audit and Permissible Non-Audit
Services of Independent Auditors
The Audit Committee is required to approve the audit and permissible non-audit services to be performed.The Audit Committee has
adopted what it terms its Audit Committee Pre-Approval Policy(the "Policy"),which sets forth the procedures and conditions
pursuant to which services proposed to be performed by the Company's independent registered public accounting firm are
pre-approved.All services provided by Deloitte in 2024 and 2023 were approved specifically or pre-approved in accordance with the
Policy adopted by the Audit Committee.
26 �iuvISTA®

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025
The Audit Committee approves services in advance,whether specifically or pursuant to general pre-approvals according to the Policy,
only if the provision of such services is consistent with SEC and PCAOB rules on auditor independence and all other applicable laws
and regulations. In rendering specific approvals or general pre-approval under the Policy,the Audit Committee considers whether the
independent registered public accounting firm's provision of specific services, or categories of services,would be inconsistent with the
independence of the auditor.
Hiring Restrictions for Deloitte Employees
The Audit Committee has adopted a policy that has certain restrictions on the Company's hiring of any Deloitte partner, director,
manager, staff member,advising member of the department of professional practice, reviewing tax professional, and any other
individuals responsible for providing audit assurance on any aspect of Deloitte's audit and review of the Company's financial
statements.
Other Information
The Company has been advised by Deloitte that neither the firm, nor any covered person of the firm, has any financial interest, direct
or indirect, in any capacity in the Company or its subsidiaries.A representative of Deloitte is expected to attend the Annual Meeting
with the opportunity to make a statement if he/she desires to do so and is expected to be available to respond to appropriate
questions.
Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast by the holders
of the shares of common stock voting in person or by proxy at the Annual Meeting.
OThe Board recommends a vote • '"the ratification of the appointmentof Deloitte • - •- •-
Registered Public Accounting Firm.
2025 PROXY STATEMENT 27

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
Compensation Discussion and Analysis ( " CD&A " )
This CD&A provides information about the compensation objectives and policies for our NEOs and puts in perspective the quantitative
and narrative disclosures in the compensation tables included in this Proxy Statement. Our NEOs for 2024 were:
• Dennis P.Vermillion,Chief Executive Officer • Jason R.Thackston,Sr.Vice President, Chief Strategy
• Kevin J. Christie, Sr.Vice President, CFO,Treasurer, and
and Clean Energy Officer
Regulatory Affairs Officer • Gregory C. Hesler, Sr.Vice President, General Counsel,
• Heather L. Rosentrater, President and Chief Operating
Corp. Secretary,and Chief Ethics/Compliance Officer
Officer
During 2024,the following leadership changes impacting our NEOs occurred:
• Mr.Vermillion, Chief Executive Officer,announced his retirement from the Company. Effective January 1, 2025, he resigned from
the Board and became Executive Vice President, acting as a senior advisor until his retirement from the Company on March 1, 2025.
• Ms. Rosentrater,who was previously serving as President and Chief Operating Officer,was elected President and Chief Executive
Officer, effective January 1, 2025.
The CD&A also describes the following:
• Our business results' impact on incentive compensation;
• Our decision-making process on compensation design and pay levels, including our compensation governance approach;
• Our compensation philosophy and objectives; and
• The elements of the Company's executive compensation program.
Business Results Impact on Incentive Compensation
The Compensation Committee,with input from the CEO, establishes target incentive compensation for our NEOs at the beginning of
each performance period.The Board establishes target incentive compensation for our CEO also at the beginning of each
performance period.Actual pay varies above or below the target based on individual,organizational,and stock performance. Because
a substantial portion of each NEO's compensation is in the form of equity, our NEOs'actual compensation aligns closely with changes
in the stock price.
We employ several quantitative criteria to assess the performance of our NEOs. Our objectives include achieving the EPS target,
achieving favorable TSR relative to our peers, managing our costs per customer, customer satisfaction, our response time to natural
gas emergency calls, reliability of service, and our goals of equity, inclusion, and diversity.The charts below illustrate the relationship
between our 2024 financial performance targets and our actual performance.
AM
28 uvISTA®

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
RECENT PERFORMANCE RESULTS: SELECT ANNUAL INCENTIVE PLAN METRICS
$2.41 $2.39
$456.98 $468.10
Avista Actual
Avista 2024 Target
Utility Earnings Per Share Cost Per Customer
(FY 2024) (FY 2024)
RECENT PERFORMANCE RESULTS: LONG-TERM INCENTIVE PLAN METRICS
$7.21
$6.65
8.31%
Avista Actual
Avista Actual Avista 2024 Target
3.10% Peer Median
3-Year Cumulative TSR 3-Year Cumulative Earnings Per Share
(2022-2024) (2022-2024)
2025 PROXY STATEMENT 29

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
The chart below illustrates the relationship between our 2024 performance and our CEO's 2024 compensation.
CHIEF EXECUTIVE OFFICER: 2024 TARGET COMPENSATION VS. REALIZED COMPENSATION
Target
$4,538,391
Base Salary 2024 Annual Incentive RSUs* PSUs*
Realized 69%
Actual pay realized by the
• $3,115,250 CEO in 2024 was 69%of
target
Base Salary 2024 Annual Incentive RSUs* PSUS*
* 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.
Compensation Governance Practices
The Company highly values strong compensation governance practices. We believe our executive compensation practices align with
our corporate values and provide a foundation for success.The governance practices we employ, and those we avoid, include:
EmployPractices We Avoid
• We align pay and performance • We do not provide perquisites
• We mitigate undue risk(see Risk Mitigation Overview) • We do not permit hedging or short sales of Company stock
• We maintain stock ownership guidelines consistent with by directors or officers
market practices • We do not permit pledging of company stock by directors or
• We maintain a recoupment(i.e., clawback) policy that allows officers
the Company to recoup compensation due to financial and • We restrict the purchase and sale of securities under an
other detrimental misconduct insider trading policy
• We pay Change in Control("CIC")severance solely upon a • We do not pay dividends or dividend equivalents on
double trigger performance awards unless and until the awards are earned
• The Compensation Committee reviews NEO tally sheets • We do not provide any tax gross-ups under our CIC Plan
annually We no longer offer additional Supplemental Executive
• The Compensation Committee is composed entirely of Retirement Plan("SERP")service credits as a recruitment
independent directors tool for hiring executives
• The Compensation Committee engages an independent
compensation consultant
• The Compensation Committee regularly meets in executive
sessions without management present
�4V 30 ISTA®

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
2024 Say on Pay Advisory Vote
At the May 2024 Annual Meeting, 96.59% of the votes cast were in support of our Say on Pay advisory resolution on our executive
compensation.We view this outcome as a signal of strong shareholder support for our executive compensation philosophy, policies
and practices, and made no changes as a result of the vote outcome.
Decision Making Process
ROLE OF THE COMPENSATION COMMITTEE
The Compensation Committee makes all compensation decisions regarding our CEO,our other NEOs and other executive officers,
including the level of cash compensation and equity awards. Our CEO annually evaluates each executive officer's performance and
presents his or her evaluation to the Compensation Committee for its consideration of salary adjustments, annual incentive
opportunity and annual equity award amounts.The Compensation Committee annually reviews the CEO's performance,which it
considers in the development of the CEO's salary adjustments, annual incentive opportunity and annual equity award amounts.
ROLE OF THE COMPENSATION CONSULTANT
The Compensation Committee selects and retains an independent compensation consultant to support its oversight of our executive
compensation programs. For 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.
ROLE OF MANAGEMENT
Our CEO provides input to the Compensation Committee for each executive officer's(other than him-or herself)total compensation
and each component of compensation.
At the request of the Compensation Committee, both the Senior Vice President of Safety&Chief People Officer and our CEO
regularly attend Compensation Committee meetings, excluding the executive sessions during which their respective compensation
and other matters are discussed.
2025 PROXY STATEMENT 31

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
RISK MITIGATION OVERVIEW
The Compensation Committee believes the Company's compensation policies and practices do not create risks reasonably likely to
have a material adverse effect on the Company. In establishing pay practices for the Company,the Compensation Committee's goal is
to design a compensation structure that does not encourage inappropriate risk-taking by employees or executive officers.The
following features of the compensation structure reflect this approach:
• Short-and long-term incentive payments are capped;
• Annual cash incentive design balances key performance metrics focused on financial results and system sustainability over time;
• The total compensation program does not guarantee bonuses and has multiple financial and non-financial performance measures;
• 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;
• Stock ownership guidelines and insider trading prohibitions are in place to strengthen the alignment of the financial interests of
executives with those of shareholders;
• Directors and officers are prohibited from engaging in short-sales, zero-cost collars,forward sales contracts, pledging, hedging or
otherwise offsetting any decrease in the market value of their Company shares; and
• The Company maintains formal recoupment(i.e., clawback)policies.
Elements of Compensation
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.
0, •Base Salary
(F 80% 2024 Annual Incentive
CEO •RSUs* Other
•PSUS* NEOs
•Variable Mix 13%
LL •Link to Share 229%. 164%
60%
42%
u 32 VISTA®

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
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:
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
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.
PERFORMANCE MANAGEMENT
The Compensation Committee believes in aligning pay with performance.To help accomplish that alignment, all executives receive
annual performance reviews conducted by their direct manager, and the Compensation Committee reviews each NEO's performance
ratings.
At the beginning of each calendar year,the Compensation Committee asks our CEO to develop specific performance targets and
goals for his or her role based on strategic goals for the Company set by the Board.The Compensation Committee reviews and
approves our CEO's goals at its annual February meeting and presents those goals to the full Board for its information and review.The
Board quarterly reviews our CEO's performance relative to his targets. At the end of the year,the Compensation Committee reviews
our CEO's year-end results as part of its overall CEO annual performance review process.
BASE SALARY
Our NEOs are provided with an annual base salary to compensate them for services rendered during the year.The Compensation
Committee reviews the base salary of all executive officers at least annually.The factors influencing the Compensation Committee's
decisions in setting the annual base salary for our NEOs include the market data provided by Meridian and each NEO's job complexity,
experience and breadth of knowledge in the utility and diversified energy industry.The Compensation Committee also considers each
NEO's responsibilities,which may include electric and natural gas utility operations, as well as subsidiary operations, and recognizes
the Company operates in several states,which requires quality relationships and interaction with multiple regulatory agencies.
2025 PROXY STATEMENT 33

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
2024 Base Salaries
In addition to considering the factors noted above,the Compensation Committee also reviews performance results from the prior year
to determine how our CEO performed against specific targets and operational goals established at the beginning of the prior year.
Our CEO's annual performance goals for 2023 were generally related to strategic planning,financial performance, safety targets,
diversified energy resource management, regulatory and legislative matters, succession planning, governance and customer value
delivery.When reviewing the CEO's base salary for 2024,the Compensation Committee agreed our CEO met the established goals for
2023 performance.
The Compensation Committee also reviewed performance ratings of each of the other NEOs to determine appropriate adjustments in
base salary.The Committee considered market data and individual performance in determining 2024 salary increases.The Committee
noted that the market data provided by Meridian showed that the base salary for one of our NEOs, Kevin Christie,was below the
market median and accordingly, he received a greater increase than the other NEOs.The table below outlines the changes to base
salary in 2024 for our NEOs.
2023 Salary % Increase 2024 Salary
D. P.Vermillion $ 884,000 2.9% $ 910,000
K.J.Christie $ 400,000 10.0% $ 440,000
H. L. Rosentrater $ 500,000 3.0% $ 515,000
J. R.Thackston $ 392,000 3.3% $ 405,000
G.C.Hesler $ 411,000 3.4% $ 425,000
2024 EXECUTIVE OFFICER ANNUAL CASH INCENTIVE
The 2024 Executive Officer Annual Cash Incentive Plan (the "Cash Incentive Plan")was designed to align the interests of our NEOs
and senior management with those of our shareholders and customers through the achievement of financial and operational
performance goals for the Company.The Cash Incentive Plan reflects these goals by having 55% of the total incentive opportunity
tied to Utility Earnings Per Share,40%tied to key components of utility operation,and 5%tied to equity, inclusion and diversity
goals. Each metric is independent,which allows the Cash Incentive Plan to pay a portion of the award upon the attainment of one
goal even if the other goals are not met.
The Cash Incentive Plan's performance metrics are based on factors essential for the long-term success of the Company,and, except
for the Utility Earnings Per Share and the metric tied to equity, inclusion, and diversity strategy,are identical to performance metrics
used in the Company's annual cash incentive plan for non-executive employees.The Compensation Committee believes having similar
metrics for both the Cash Incentive Plan and the non-executive plan encourages employees at all levels of the Company to focus on
common objectives.
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34 uvISTA®

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
The following chart shows the Cash Incentive Plan performance goals for each performance metric, the weighting of each metric, and
the 2024 actual results of each metric.
Metric Weighting Threshold Target Exceeds Actual 2024 Results
Utility Earnings Components
Utility Earnings 55 $2.32 $2.41 $2.50 $2.39 Met 89%
per Share' -
Utility Operations Components
Cost Per Customerz `20i° .$46031 $456.98 $444.48 I $468.10
` ° Not Met 0%
Customer Satisfaction &8% N/A 90% N/A I 97% Met 100%
Rating'
Reliability Index4 a%i° N/A 11.00 N/A 1.25
Met 100%
4 N/A I <55 N/A 37
Response Times 4% Met 100%
Equity, Inclusion, 5% N/A >4 Goals N/A 4/5 goals
Met 100%
&Diversity(EID)
Scorecarc16
1. Payout can vary 0%-172%based on performance level.Payout levels are interpolated on a straight-line basis for results between the threshold performance level and the
maximum level.
2. The Operating and Maintenance(0&M)cost is directly related to maintaining reliable,cost-effective service levels.Payouts can vary 0%-150%based on performance
level.Payout levels are interpolated on a straight-line basis for results between the threshold performance level and the maximum level.
3. This rating is derived from a Voice of the Customer survey conducted each quarter by an independent agency.The survey is used to track satisfaction levels of customers
that have had recent contact with our call center or service center.This is a hit or miss target and the payout is either 100%or 0%based on achievement of objective.
4. This measure is derived from the combination of three indices that track average restoration time for sustained outages,average number of sustained outages per
customer,and percent of customers experiencing more than three sustained outages during the year.This is a hit or miss target and the payout is either 100%or 0%
based on achievement of objective.
5. This measures in minutes how quickly the Company responds to dispatched natural gas emergency calls.This is a hit or miss target and the payout is either 100%or 0%
based on achievement of objective.
6. Milestone includes achievement of four out of five goals related to our equity,inclusion,and diversity strategy.This is a hit or miss target and payout is either 100%or
0%based on achievement of objective.
2025 PROXY STATEMENT 35

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
The Compensation Committee sets target goals for these performance metrics that are rigorous, but reasonably achievable with
strong management performance. Maximum performance levels were designed to be difficult to achieve given historical performance
and the Company's forecasted results at the time the performance metrics were approved. Over the last ten years,the actual
performance results of the plans have averaged 95% of target and ranged from a low of 25% of target to a high of 150% of target
as shown in the chart below.
Actual Results
150%
136% 129%
111% 114% 95%
88% 91% 101%
74%
25% 25%
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Average
• Target • Actual %of Target
2024 EXECUTIVE OFFICER ANNUAL CASH INCENTIVE TARGET AWARD OPPORTUNITY
Individual annual cash incentive awards are set as a percentage of base salary.The Compensation Committee compares annual cash
incentive opportunity levels against the Proxy Peer Group. As discussed previously,the Compensation Committee targets overall total
compensation levels,which include base salaries, short-term incentives,and long-term incentives at the median of the Proxy Peer
Group.
For 2024,the Compensation Committee maintained the target opportunity of 100% of base salary for the CEO, 65% of base salary
for the President and Chief Operating Officer, and 60% of base salary for the CFO and Senior Vice Presidents.The actual total
amounts paid could increase(up to 150% of target)or decrease(as low as 0% of target)depending on the Company's actual
performance.
2024 RESULTS FOR THE EXECUTIVE OFFICERS ANNUAL CASH INCENTIVE PLAN
After the end of each year,the Compensation Committee assesses the performance of the Company against each Plan objective,
comparing the actual year-end results to the pre-determined threshold,target, and exceeds levels for each objective, and an overall
percentage amount for meeting the objectives is calculated and audited.
Based on this review,at its February 2025 meeting,the Compensation Committee determined the Company met the targets for all
four non-financial metrics: Customer Satisfaction, Reliability, Average Response Time, and EID Scorecard. For the financial metrics,the
target was partially met for Utility Earnings per Share, and the Company did not achieve the threshold performance level for O&M
Cost Per Customer.The actual performance result of the 2024 Cash Incentive Plan was 74% of target. As a result, and at the same
meeting,the Compensation Committee authorized payment of cash incentives equal to 74% of base salary(74% of 100%)for our
CEO, and an average of approximately 45% of base salary(74% of 61%)for all other NEOs.
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36 uvISTA®

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
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.
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.
17.5%TSR 52.5%CEPS
LTIP Mix
RSUs Performance Shares
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.
2025 PROXY STATEMENT 37

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
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.
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 NEC'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.
0 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
The table below outlines the target number of PSUs granted in 2024 by performance metric.
024 Grant
Relative TSR CEPS (#)
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
u 38 vISTA®

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
The following graphs show the percentage of performance share units that will be earned at different levels of achieved performance.
3-YEAR RELATIVE TSR PERCENTILE RANK 3-YEAR CUMULATIVE GROWTH EPS
250% 250%
200% 200%
150% 150%
100% 100%
50% 50%
0% 0%
30th 40th 50th 60th 70th 80th 90th $7.29 $7.43 $7.56 $7.71 $7.86
Min Target Max Min Target Max
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.
Realized Value Received
Total
TSR CEPS Dividend Realized
Performance Share Awards(#) (#) Value Equivalents 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
2025 PROXY STATEMENT 39

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
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.
0 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
The following chart shows the value realized by our NEOs for the RSUs vested and issued along with the associated cash dividend
equivalents.
Realized Value Received
DividendRestricted Stock Units
Total
• # Value Equivalents 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
PERQUISITES
The Company does not provide any perquisites or personal benefits to our CEO or any other NEO.
OTHER BENEFITS
The majority of our employees, including our NEOs, are eligible for the Company's defined benefit plan,the Company's 401(k)plan,
health and dental coverage, Company-paid term life insurance,disability insurance, paid time off and paid holidays.
The Company's defined benefit plan provides a traditional retirement benefit based on employees' compensation and years of
credited service. Earnings credited for retirement purposes represent the final average annual base salary of the employee for the
highest 36 consecutive months during the last 120 months of service with the Company.The NEOs participate in this retirement plan,
with the exception of Mr. Hesler,who was hired by the Company after participation in the plan was closed to new non-union
employees. Mr. Hesler participates in the Company's enhanced 401(k)plan.
40 uVISTA®

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In addition to the Company's defined benefit plan,the Company provides additional pension benefits through the SERP to the
Company's executive officers,with the exception of Mr. Hesler,who, based upon his hire date with the Company, participates in the
Company's enhanced 401(k)plan which includes a 100% match on the first 6% of contributions plus a non-elective company
contribution of 3%,4%, or 5%, based on age. Details of the SERP benefits and the amounts accrued by each NEO are found in the
Pension Benefits section.
The Compensation Committee believes the pension plans,the 401(k),and the SERP are an important part of our NEOs'compensation.
These plans are market competitive within the energy/utility industry and serve a critically important role in the retention of senior
executives.The benefits increase each year these executives remain employed,thereby encouraging our most senior executives to
remain employed and continue their work on behalf of shareholders.
EXECUTIVE DEFERRED COMPENSATION
The Company also maintains an Executive Deferred Compensation Plan(the "EDC Plan"). Each NEO may voluntarily participate in the
EDC Plan on the same terms and conditions as all other eligible employees who reach a set compensation level.The EDC Plan is
competitive in the market and provides eligible employees and executives with a tax-efficient savings method.Additional information
about the EDC Plan, including 2024 company match amounts, can be found in the "Non-Qualified Deferred Compensation Plan"
table.
COMPANY SELF-FUNDED DEATH BENEFIT PLAN
To provide death benefits to beneficiaries of executive officers who die during their term of office,the Company maintains an
executive death benefit plan providing an executive officer's designated beneficiary with a lump sum payment equal to twice the
executive officer's final annual base salary, payable within 30 days of the executive's death. Prior to January 1, 2008,the plan
continued to provide the death benefit to the beneficiaries of executives who died after retirement. Effective January 1, 2008,the
post-retirement death benefit was eliminated for any individual who became an executive officer after that date. Individuals who were
executive officers prior to January 1, 2008 continue to be eligible for the post-retirement death benefit. For an officer who is eligible
for the post-retirement death benefit, in the event of his or her death after retirement,the designated beneficiary will receive a lump
sum equal to twice the retired executive officer's total annual pension benefit. Death benefits are paid from the general assets of the
Company.The present value of this benefit for each NEO can be found in the "Potential Payments Upon Termination or CIC" tables.
SUPPLEMENTAL EXECUTIVE DISABILITY PLAN
The Supplemental Executive Disability Plan provides benefits to the Company's executive officers who become disabled during
employment.The plan provides a benefit equal to 60% of the executive officer's annual salary at the date of disability reduced by the
aggregate amount, if any,of disability benefits provided for under the Company's Long-Term Disability Plan for employees,workers'
compensation benefits, and any benefit payable under provisions of the Federal Social Security Act. Benefits will be payable until the
earlier of the executive officer's date of retirement or age 65.The present value of this benefit for each NEO can be found in the
"Potential Payments Upon Termination or CIC" tables.
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:
• 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.
• Severance also includes reimbursement of 18 months of COBRA premiums, if COBRA is elected by the individual.
2025 PROXY STATEMENT 41

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
• Payment of severance is conditioned on the individual's delivery of a release of claims.
• "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.
• Certain protections,such as a minimum annual base salary, provided to executive officers during continued employment for up to
two years following CIC.
• 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.
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.
Internal Revenue Code ("Code") Section 162(m)
Code Section 162(m)prohibits a publicly held corporation from taking a deduction for compensation paid to an NEO in excess of
$1 million for any fiscal year.When consistent with the Company's compensation philosophy and objectives,the Compensation
Committee structures its compensation plans so the related compensation expense may be deductible for tax purposes. However, in
light of the need to maintain flexibility in administering our executive compensation program and the 2017 changes in the tax law,
the Compensation Committee retains discretion to recommend to the Board executive compensation that will not be deductible.
Compensation Governance Matters
RECOLIPMENT POLICIES
Under Section 1 OD of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010("Dodd-Frank Act"), and NYSE rules
adopted pursuant to Rule 10D-1 enacted thereunder,the Company is required to adopt and comply with a policy in which the
Company will reasonably promptly recover incentive compensation that is determined to have been erroneously awarded to executive
officers due to a required accounting restatement. Effective August 3, 2023,the Company adopted its Dodd-Frank Recovery Policy in
order to comply with SEC and NYSE rules.
The Compensation Committee believes that the Company should maintain the ability to seek recovery of erroneously awarded
incentive compensation beyond the required provisions of Rule 10D-1 and NYSE rules, in particular where employees(including
non-executives)engage in misconduct.Therefore, in addition to the mandatory recoupment policy adopted in compliance with the
Dodd-Frank Act and NYSE rules,the Board has adopted a discretionary recoupment policy applicable to incentive compensation
awards.The discretionary policy authorizes the Company to recover incentive payouts from any executive or employee if those
payouts are based upon performance results subsequently revised or restated to levels that would have produced payouts lower than
the original incentive plan payouts, and, if, in the Board's judgment and determination,the executive or employee engaged in fraud,
negligence, or other misconduct that contributed to the need for the financial restatement. If willful or negligent misconduct or
material error results in a restatement of financial results,the Compensation Committee may recommend that the Board either
require forfeiture of incentive awards or seek to recover appropriate portions of the executive officer or employee's compensation for
the relevant period, in addition to other disciplinary actions that might be appropriate based on the circumstances.
Effective February 5, 2020,the Compensation Committee expanded the discretionary recoupment policy to allow up to three years of
incentive compensation to be subject to recovery for detrimental conduct,which includes:
• The commission of an act of fraud, misappropriation or embezzlement in the course of employment;
• The commission of a criminal act,whether or not in the workplace,that in the Board's sole discretion, constitutes a felony or crime
of comparable magnitude;
• The material violation of any applicable restrictive covenant(including, but not limited to, non-solicitation, non-compete or
non-disclosure covenants);
42 uVISTA®

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A")
• The willful and material breach of a Covered Person's obligations under the Company's Code of Conduct relating to compliance
with law or regulations giving rise to dismissal under the Code of Conduct or termination for Cause; or
• Any act or omission involving willful misconduct resulting in such Covered Person's termination for cause.
The Board, in its discretion,would determine when the need for a recoupment is triggered,to whom the recoupment would apply,
the amount subject to recoupment and the mechanism for recoupment.
STOCK OWNERSHIP GUIDELINES
The Board has implemented stock ownership guidelines for the Company's executive officers.The guidelines require executive officers
to own shares and achieve set ownership levels based on a formula designated as a multiple of salary within a target timeframe of
five years from their employment date or date of promotion,as described within the program guidelines.The value for each
executive's ownership level is determined by using the average closing share price over the prior calendar year.This methodology
aligns with current competitive practices within the peer group based on market data provided by Meridian.
The objectives of our stock ownership guidelines are to:
• Strengthen alignment of the executives'financial interests with those of shareholders;
• Enhance executive long-term perspective and focus on shareholder value growth;
• Reinforce "pay at risk" philosophy and provide an additional basis for sharing in Company success or failure as reflected in
shareholder returns; and
• Align Company practice with corporate governance best practices.
Each year at the February meeting,the Compensation Committee reviews the ownership levels to assure adherence to the guidelines.
In 2024,the Compensation Committee conducted its annual review to assess whether each officer was at or moving toward the
required ownership level for his or her position.The Compensation Committee determined all NEOs were in compliance with the
ownership guidelines.
The specific ownership targets and certain other components of the guidelines are as follows:
OwnershipRequirement
• CEO&PRES-5 times salary • Direct holding and family holdings Officers must retain 50% of the net
• EVP&SVPs-2.5 times salary • Shares held in 401(k) shares received upon restricted stock
• VPs-1 times salary • Shares held in Executive Deferred release or issuance of performance shares
Compensation Account earned until this required ownership level
• Unvested time-based RSUs is achieved
Based on the guideline definition of ownership after the change in requirements,the following chart shows the required ownership
level for each NEO and the number of shares owned as of March 6, 2025.
Ownership Level Required Owned
D. P.Vermillion 5x 125,241 180,682 Met
K.J.Christie 2.5x 30,278 43,978 Met
H. L. Rosentrater 4x 56,702 58,506 Met
J. R.Thackston 2.5x 27,870 41,441 Met
G.C.Hesler 2.5x 29,246 21,752 Not Met'
(1)Mr.Hesler has until 2027 to meet the required ownership target based on his promotion date of September 1,2022.
2025 PROXY STATEMENT 43

COMPENSATION DISCUSSION AND ANALYSIS("CD&A")
INSIDER TRADING POLICY
The Company has an Insider Trading Policy governing transactions in securities of the Company.The Policy covers directors, executive
officers, other designated employees and other employees who come into possession of material non-public information regarding
the Company, as well as employees of subsidiaries and consultants(collectively, "Covered Persons").We believe our Insider Trading
Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.
Among other things,the Insider Trading Policy prohibits Covered Persons from trading in securities of the Company while in
possession of material non-public information regarding the Company.
The Insider Trading Policy also prohibits Covered Persons from engaging in "short sales" of Avista securities(including "sales against
the box"),zero-cost collars,forward sale contracts and other transactions that hedge or offset any decrease in the market value of
equity securities and publicly-traded options,such as puts, calls and other derivative securities.The policy also restricts the pledging of
Avista securities as collateral for a loan.
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.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board reviewed and discussed the CD&A with management, and based on such review and
discussions,the Compensation Committee recommended to the Board the CD&A be included in the Company's Annual Report on
Form 10-K and in this proxy statement.
Compensation Committee Interlocks and Insider Participation
There are no "compensation committee interlocks" or "insider participation" relationships SEC regulations or NYSE listing standards
would require to be disclosed in this proxy statement.
Members of the Compensation Committee of the Board
Scott H. Maw—Chair Rebecca A. Klein Jeffry L. Philipps
44 uVISTA®

EXECUTIVE COMPENSATION TABLES
Executive Compensation Tables
The Summary Compensation Table("SCT")below provides summary compensation information for our NEOs: the CEO, the CFO, and
the three other most highly compensated executive officers who were serving as such on December 31, 2024:
Summary Compensation Table - 2024
Non-QualifiedNon-Equity Change in Pension and
Stock Incentive Plan Other
Name and Awards Compensation Compensation Earnings Compensation Compensation
D.P.Vermillion 2024 $906,000 $2,854,069 $669,439 $ 528,636 $19,050 $4,977,194
CEO 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 2024 $433,847 $ 560,633 $192,340 $ 165,493 $15,525 $1,367,838
Sr.Vice President,CFO, 2023 $386,446 $ 565,941 $ 57,967 $ 218,552 $14,850 $1,243,756
Treasurer,and
Regulatory Affairs Officer 2022 $354,307 $ 572,377 $241,286 N/A $13,725 $1,181,695
H.L.Rosentrater 2024 $512,693 $ 764,481 $246,237 $ 147,878 $15,525 $1,686,813
President,and 2023 $459,500 $ 561,028 $ 70,361 $ 223,727 $14,850 $1,329,466
Chief Operating Officer
2022 $365,858 $ 572,377 $249,152 N/A $13,725 $1,201,111
J.R.Thackston 2024 $403,001 $ 417,940 $178,665 $ 255,376 $18,197 $1,273,180
Sr.Vice President and 2023 $389,386 $ 418,227 $ 58,408 $ 337,139 $17,322 $1,220,482
Chief Strategy&Clean Energy
Officer 2022 $359,936 $ 572,377 $245,119 N/A $16,131 $1,193,563
G.C.Hesler 2024 $422,845 $ 377,149 $187,463 N/A $44,845 $1,032,302
Sr.Vice President,
General Counsel,
Corp Secretary&
Chief Ethics/
Compliance Officer
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.
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.
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.
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 SERF.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.
2025 PROXY STATEMENT 45

EXECUTIVE COMPENSATION TABLES
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:
Non-Elective'
Other1(k)Plan
EDC Plan 401(k)Plan Company Total All
Name Company Match Company Match Contribution 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
6. EDC Plan Company Match represents amounts paid in 2024,yet earned in service year 2023.
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.
�4 46 VISTA®

EXECUTIVE COMPENSATION TABLES
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.
Pay Performance
Value of i• Initial Investment
• Average of Other NEOs •
Peer Group
SCT Total Compensation SCT Total Compensation Cumulative Cumulative Net Income
Year(1) Compensation Actually Paid(2) Compensation Actually Paid(2) TSR TSR(3) ($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
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.
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.
2025 PROXY STATEMENT 47

EXECUTIVE COMPENSATION TABLES
0 •
Other Other Other Other Other
• NEOs CEO NEOs CEO NEOs CEO NEOs CEO 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 S 5,290,632 $1,605,440 S 1,552,612 S 454,110 $5,047,454 $1,363,893
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.
�4 48 VISTA®

EXECUTIVE COMPENSATION TABLES
Most Important Measures Linking Avista NEO Pay to Performance — 2024
The following are the most important financial and non-financial performance measures,as determined by the Company,that link
compensation actually paid to our NEOs to the Company's performance for the most recently completed fiscal year.
• EPS
• 3-Year Relative TSR
• Cost Per Customer
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.
COMPENSATION ACTUALLY PAID VS.TSR COMPENSATION ACTUALLY PAID VS.NET INCOME COMPENSATION ACTUALLY PAID VS.EPS
5 $6 $140 $6 $200 5 $6 $2.45
$5 $120 a $5 $180 $2.35
$1 $5
60 a
$4 $100 1 84 $140 $4 $2.25
$80 $120 v
$2.15
Q $3 Q $3 $100 o Q $3 w
o $2 $60 $80 $2.05
$40 $2 $60 z $2
$1.95
$1 $20 v $1 $40 a) $1 $1.85
CL ijiFA $20
E E
V $0 2020 2021 2022 2023 2024 $� v $0 $0 v
2020 2021 2022 2023 2024 2020 2021 2022 2023 2024
Compensation Actually Paid to PEO � Compensation Actually Paid to PEO � Compensation Actually Paid to PEO
Average Compensation Actually Paid � Average Compensation Actually Paid � Average Compensation Actually Paid
to Non-PEO to Non-PEO to Non-PEO
Avista Cumulative Total Shareholder Return — Avista Net Income EPS
Peer Group Total Shareholder Return
2025 PROXY STATEMENT 49

EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards - 2024
StockAll Other
Stock Awards: Grant Date
Estimated Possible Payouts Estimated Future Payouts Number of Fair Value of
Under Non-Equity Incentive Under Equity Incentive Plan Shares Plan Awards(2) AwardS(3)I of Stock or ..
tion
Grant Threshold Target Maximum Threshold Target Maximum Units Awards
Name D.
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
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.
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.
3. Performance share awards are granted under the LTIP and vest over a three-year period.The number of shares earned at the end of the three-year performance period
depends on the level of performance achieved.See the CD&A for further explanation.
4. In 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.
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.
Employment Agreements
We currently do not have employment agreements with our NEOs. Please refer to the "Pension Benefits" Table for a discussion of the
provisions that relate to the grant of additional vesting service credit for pension purposes, and to the "Potential Payments Upon
Termination or Change in Control" tables for a discussion of the change in control provisions.
�M 50 ISTA®

EXECUTIVE COMPENSATION TABLES
Outstanding Equity Awards at Year-End - 20240)
Stock Awards
Equity Incentive Plan Awards:
Number of Shares Market Value of Shares Equity Incentive Plan Awards: Market or Payout Value of
or Units of Stock or Units of Stock Number of Unearned Shares, Unearned Shares,Units,or
Date of Not Vested Not Vested Units,or Other Rights Not Other
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
1. All of the 2022-2024 awards were settled at the end of 2024.Please see the"Stock Vested 2024"table for more information.
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.)
3. The market value of RSUs is based on the closing stock price($36.63)as reported on December 31,2024.
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.
2025 PROXY STATEMENT 51

EXECUTIVE COMPENSATION TABLES
Stock Vested - 2024
Stock Awards(l)(2)
Number of Shares Value Realized
Acquired on Vesting on Vesting
D. P.Vermillion 12,1400) $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 2,3780) $ 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 2,3780) $ 86,892
H. L. Rosentrater 1,945(2) $ 77,644
H. L. Rosentrater 960(3) $ 33,830
H. L. Rosentrater 1,3100) $ 46,164
H. L. Rosentrater 2,298(3) $ 80,982
J. R.Thackston 2,3780) $ 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 1,2020) $ 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
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.
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.
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.
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.
i 52 MISTA®

EXECUTIVE COMPENSATION TABLES
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.
Number of Years Present Value of Payments During
Credited Service Accumulated Benefit 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 $ —
1. 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 $ —
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.
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.
4. Mr.Hesler is not eligible for the pension and/or SERP benefit.
Non-Qualified Deferred Compensation Plan — 2024
The following table shows the non-qualified deferred compensation activity for our NEOs accrued through December 31, 2024:
Registrant Aggregate
Executive Contributions in Earnings Aggregate Aggregate
Contributions Last Fiscal Year in Last Fiscal Withdrawals/ Balance at
in Last Fiscal Year (Company Match) Year Distributions Last Fiscal
D. P.Vermillion $ 2,000 $3,525 $503,750 $— $3,508,026
J. R.Thackston $158,626 $2,673 $195,353 $— $1,399,443
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.
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.
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.
2025 PROXY STATEMENT 53

EXECUTIVE COMPENSATION TABLES
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.
AM
54 iMISTA®

EXECUTIVE COMPENSATION TABLES
The charts below assume a CIC occurred and a termination thereafter occurred on December 31, 2024.
Potential Payment Upon Termination After Change in ControlM
Termination Without Cause or Voluntary Involuntary Termination
With Good Reason after a CIC Termination Retirement Death Disability With or Without Cause
Dennis P.Vermillion
Chief Executive Officer
Compensation Components
Severance(z) $ 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 $ —
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.
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.
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.
4. Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements.
5. Payment by the Company for continued health coverage is for 18 months based on 2024 amounts.
6. The"death benefit"is explained in the CD&A under"Company Self-Funded Death Benefit Plan."Amount shown is twice the annual base salary and is paid in a lump
sum.
7. The supplemental disability benefit is 60%of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan,Long-term
Disability Plan,Workers Compensation(if applicable),and Social Security.Amount shown is the present value of the annual disability benefit payable to age 65.Present
value was determined by using an interest rate of 6.19%and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females.
Potential Payment Upon
Termination Without Cause or Voluntary Involuntary Termination
With ... Reason after a CIC Termination Retirement Death Disability
Kevin J.Christie
Senior Vice President,Chief
Financial Officer,Treasurer&
Regulatory Affairs Officer
Compensation Components
Severance(z) $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 $ —
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.
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.
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.
4. Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements.
5. Payment by the Company for continued health coverage is for 18 months based on 2024 amounts.
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.
2025 PROXY STATEMENT 55

EXECUTIVE COMPENSATION TABLES
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.
Potential Payment Upon Termination After Change in Control0)
Termination Without Cause or Voluntary Involuntary Termination
With Good Reason after a CIC Termination Retirement Death Disability With or Without Cause
Heather L.Rosentrater
President and Chief Operating
Officer
Compensation Components
Severance(z) $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 $ —
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.
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.
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.
4. Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements.
5. Payment by the Company for continued health coverage is for 18 months based on 2024 amounts.
6. The"death benefit"is explained in the CD&A under"Company Self-Funded Death Benefit Plan."Amount shown is twice the annual base salary and is paid in a lump
sum.
7. The supplemental disability benefit is 60%of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan,Long-term
Disability Plan,Workers Compensation(if applicable),and Social Security.Amount shown is the present value of the annual disability benefit payable to age 65.Present
value was determined by using an interest rate of 6.19%and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females.
Potential Payment Upon Termination After Change in Control0)
Termination Without Cause or Voluntary Involuntary Termination
With ... Reason after a CIC Termination Retirement Death Disability With or Without Cause
Jason R.Thackston
Senior Vice President,Chief
Strategy and Clean Energy
Officer
Compensation Components
Severance(z) $1,420,777 $ — $ — $ — $ — $ —
Value of Accelerated Equity(3) $ 925,007 $ — $767,487 $ 767,487 $ 767,487 $ —
Retiree Medical(4) $ — $ — $ — $ — $ — $ —
Health Benefits(s) $ 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 $
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.
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.
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.
4. Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements.
5. Payment by the Company for continued health coverage is for 18 months based on 2024 amounts.
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.
�4V 56 ISTA®

EXECUTIVE COMPENSATION TABLES
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.
Potential Payment Upon Termination After Change in Control0)
Terminatiut Cause or Voluntary Involuntary Termination
. •. Reason•With . after a CIC Termination Retirement Death Disability
Greg C.Heiser
Senior Vice President,General
Counsel&Chief Ethics/
Compliance Officer
Compensation Components
Severance(z) $2,295,000 $ — $ — $ — $ — $ —
Value of Accelerated Equity(3) $ 680,201 $ — $558,422 $ 558,422 $ 558,422 $ —
Retiree Medical(4) $ — $ — $ — $ — $ — $ —
Health Benefits(s) $ 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 $ —
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.
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.
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.
4. Retiree medical benefits are generally available to all employees who meet age and service eligibility requirements.
5. Payment by the Company for continued health coverage is for 18 months based on 2024 amounts.
6. The"death benefit"is explained in the CD&A under"Company Self-Funded Death Benefit Plan."Amount shown is twice the annual base salary and is paid in a lump
sum.
7. The supplemental disability benefit is 60%of base annual pay and is comprised of benefits available from the Avista Supplemental Executive Disability Plan,Long-term
Disability Plan,Workers Compensation(if applicable),and Social Security.Amount shown is the present value of the annual disability benefit payable to age 65.Present
value was determined by using an interest rate of 6.19%and the Pri-2012 mortality table with modified MP-2021 generational projection for males and females.
2025 PROXY STATEMENT 57

PROPOSAL 3: AMENDMENT AND RESTATEMENT OF LTIP, INCLUDING AN INCREASE IN AVAILABLE SHARES
Proposal 3 : Amendment and Restatement of LTIP,
Including an Increase in Available Shares
• 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.
• • • 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.
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:
• Individuals who serve as consultants or independent contractors to the Company or its subsidiaries will be eligible to receive
awards under the Plan;
• The definitions of "cause" and "good reason" as used in the Plan have been updated to more closely align with standard
practices; and
• 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.
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.
PURPOSE
The Plan is intended to enhance the long-term shareholder value of the Company by offering opportunities to employees, directors
and officers of the Company and its subsidiaries to participate in the Company's growth and success,to encourage them to remain in
the service of the Company and its subsidiaries and to acquire and maintain stock ownership in the Company.
58 uVISTA®

PROPOSAL 3: AMENDMENT AND RESTATEMENT OF LTIP, INCLUDING AN INCREASE IN AVAILABLE SHARES
ADMINISTRATION
The Plan provides for administration by the Board or a Committee, consisting of two or more Board members, appointed by the
Board.The Board has delegated the authority to administer the Plan to the Compensation Committee. Each member of the
Compensation Committee administering the Plan is(a)a "nonemployee director" within the meaning of Rule 16b-3 of the Exchange
Act, as amended; and(b)an "independent director" within the meaning of the New York Stock Exchange listing requirements.
The terms and conditions of each award will be determined by the Compensation Committee, in its discretion,and may differ from
award to award. Subject to the terms and conditions of the Plan,the Compensation Committee has the exclusive authority to
determine all matters relating to awards or necessary or advisable in the administration of the Plan, including, but not limited to:
(a) interpreting the Plan;(b)determining all matters relating to awards pursuant to the Plan, including the selection of individuals to be
granted awards,the type of awards,the number of shares of Common Stock subject to an award, and all terms, conditions,
restrictions and limitations, if any, on any awards;(c)adopting and amending rules and regulations relating to the Plan; and
(d) making all other determinations necessary or advisable for the administration of the Plan.
The Plan provides that the Company's senior executive officers, if authorized by the Board and consistent with applicable law, may
grant Plan awards to designated classes of employees within limits set by the Board.
ELIGIBILITY
The Plan permits grants to officers, directors and employees of and individual consultants and independent contractors to the
Company and its subsidiaries, as selected by the Compensation Committee.
As of March 7, 2025,there were 18 officers, including subsidiary officers, 32 directors,and approximately 5 employees, individual
consultants and independent contractors potentially eligible to receive grants under the Plan.
SHARES AVAILABLE
The Plan, as amended and restated, permits the award of an aggregate of 7,715,000 shares,which consists of 6,135,000 shares
previously authorized plus 1,580,000 shares for which approval is sought by this proposal. As described above, only 1,227,992 of the
previously authorized 6,135,000 shares remain available for awards. Shares issued pursuant to the Plan will be drawn from authorized
and unissued shares, shares held or subsequently acquired by the Company or shares purchased on the open market.Any shares of
Common Stock subject to an award that cease to be subject to the award(other than by reason of exercise or payment of the award
to the extent it is exercised for or settled in shares or by reason of use of such shares to pay taxes with respect to such award)will
become available again for future awards pursuant to the Plan.
Award Limits
Subject to adjustment as provided in the Plan,the Plan prohibits: (i)the award of more than an aggregate of 80,000 shares of
Common Stock as incentive stock options("ISOs"); and(ii)awards of Common Stock to non-employee directors in excess of
$750,000 in any given year.
Adjustments
If a stock dividend,stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to
shareholders other than a normal cash dividend or other change in the Company's corporate or capital structure results in (a)the
outstanding shares,or any securities exchanged therefor or received in their place, being exchanged for a different number or class of
securities of the Company or of any other corporation or(b)new, different or additional securities of the Company or of any other
corporation being received by the holders of shares of Common Stock of the Company,then the Compensation Committee shall
proportionally adjust(i)the maximum number and kind of securities available for issuance under the Plan; (ii)the maximum number
and kind of securities that may be awarded to any individual participant; and(iii)the number and kind of securities subject to any
outstanding award and the per share price of the securities,without any change in the aggregate price. In addition, subject to the
Plan terms relating to a Change of Control described below,the Compensation Committee has the discretion to take any further
action with respect to outstanding awards as it deems necessary,advisable,fair, and equitable to participants at any time before a
sale, merger, consolidation, reorganization, liquidation or other corporate transaction(as defined by the Compensation Committee).
2025 PROXY STATEMENT 59

PROPOSAL 3: AMENDMENT AND RESTATEMENT OF LTIP, INCLUDING AN INCREASE IN AVAILABLE SHARES
TYPES OF AWARDS
The Plan permits the Compensation Committee to grant performance awards, restricted stock units, stock awards, other stock-based
awards, stock options, stock appreciation rights and dividend equivalent rights. Awards may be granted either alone or in addition to,
or in tandem with, any other type of award.
Performance Awards
The Plan permits the Compensation Committee to grant performance awards and establish performance periods and performance
objectives. Performance objectives may include, but are not limited to,earnings, earnings per share, profits, profit growth, profit-
related return ratios, cost management, dividend payout ratios, economic value added,cash flow or total shareholder return.The
Compensation Committee may measure performance in absolute terms or relative to comparison companies.The extent to which the
Company achieves its performance objectives during the applicable performance period will determine the extent to which the
performance award vests and is settled. Performance awards may be denominated in cash, shares of Common Stock, or a
combination of cash and shares. Payment of earned performance awards will be in cash,shares of Common Stock,options or some
combination thereof,as determined by the Compensation Committee.
The Compensation Committee may adjust the performance objectives and measurements applicable to performance awards to
include or exclude the effect of changes in tax laws, accounting principles,or other laws and the impact of extraordinary or unusual
items, events or circumstances. Adjustments that reduce the amount payable are permitted if and to the extent the Compensation
Committee deems appropriate.
In the award agreement evidencing a performance award,the Compensation Committee will set forth whether the award will be
payable and the terms and conditions of such payment in the event a participant ceases to be employed by the Company or any
subsidiary of the Company prior to the end of the applicable performance period. If the award agreement does not specify the
treatment of the underlying award in the event of a participant's termination of employment prior to the end of a performance
period,the following provisions will apply: (a)if the participant ceases employment as a result of retirement, early retirement, disability
or death,the participant will receive payment of outstanding performance awards at the end of the applicable performance period
based on the Company's performance against pre-determined performance objectives and prorated for the portion of the
performance period during which the participant was employed; and(b)if the participant ceases employment during a performance
period for any other reason,the participant will not be entitled to any payment with respect to the performance award relating to that
performance period, unless the Compensation Committee determines otherwise.
Stock Awards and Other Stock-Based Awards
The Plan permits the Compensation Committee to grant stock awards(including restricted stock)to participants on terms and
conditions and subject to restrictions, if any,the Compensation Committee may determine.The Plan also permits the Compensation
Committee to grant any other stock-based awards(including restricted stock units)consistent with the purpose of the Plan.
Restrictions may be based on continuous service with the Company or performance goals as described above.The Compensation
Committee may waive any conditions, restrictions or forfeiture provisions with respect to restricted stock awards.After termination of
service with the Company or any subsidiary of the Company, a participant will be able to retain his or her stock awards and other
stock-based awards for the time period, if any, and on the terms and conditions determined by the Compensation Committee.
Stock Options
Stock options entitle the holder to purchase a specified number of shares of Common Stock at a specified price,called the exercise
price,subject to the terms and conditions of the option grant.The Compensation Committee may grant ISOs and nonqualified stock
options. ISOs may be granted only to employees.All stock options must have an exercise price of not less than 100% of the fair
market value of the underlying shares of Common Stock on the grant date.An optionee may pay the exercise price in cash, check,or,
unless the Compensation Committee determines otherwise, by a combination of cash, check,shares of Common Stock. Unless the
Compensation Committee provides otherwise or in certain limited cases with respect to ISOs,the option term shall be ten years from
the grant date. Each option will vest and become exercisable at such time or times as determined by the Compensation Committee
and the Compensation Committee may waive or modify the vesting schedule at any time. If the vesting schedule is not set forth in the
option agreement, an option will become exercisable in four equal annual installments beginning one year after the grant date. An
option will vest in full if the optionee's services are terminated as a result of death or disability.
60 MISTA®

PROPOSAL 3: AMENDMENT AND RESTATEMENT OF LTIP, INCLUDING AN INCREASE IN AVAILABLE SHARES
After termination of service with the Company or any subsidiary of the Company, a participant will be able to exercise his or her
vested nonqualified options for the time period, if any, and on the terms and conditions determined by the Compensation
Committee. Nonqualified options are generally exercisable for one year after termination of services as a result of retirement, early
retirement, disability or death, and for three months after all other terminations, but in no event after the expiration of the option
term. Incentive stock options must be exercised within three months after termination of service for reasons other than death, except
that, in the case of termination of employment due to total disability, ISOs must be exercised within one year of termination, but in no
event after the expiration of the option term.All options generally terminate automatically if the optionee's services are terminated for
cause, as that term is defined in the Plan and all unvested options are forfeited upon termination of the optionee's services, unless the
Compensation Committee determines otherwise.
Stock Appreciation Rights
Each stock appreciation right("SAR")granted pursuant to the Plan will entitle the holder upon the exercise of the SAR to receive the
excess of the fair market value of one share of Common Stock on the exercise date over the SAR exercise price. SARs may be granted
on a stand-alone basis or in tandem with an option.The Compensation Committee may impose any conditions or restrictions on the
exercise of a standalone SAR as it deems appropriate, except the exercise price of stand-alone SARs may not be less than 100% of the
fair market value of the Common Stock on the grant date, and the SAR term, unless the Compensation Committee determines
otherwise,will be ten years from the grant date.A SAR granted in tandem with an option will have an exercise price equal to the
exercise price of the related option and will have the same terms and conditions as the related option.The related option terminates
upon exercise of the tandem SARs. Payment upon the exercise of a SAR will be in shares of Common Stock, cash,or any combination
of shares and cash the Compensation Committee determines. Unless the Compensation Committee provides otherwise,the vesting
provisions and exercise restrictions that apply upon termination of service for options apply equally,to the extent applicable,to SARs.
Dividend Equivalent Rights
Any awards granted pursuant to the Plan may, in the Compensation Committee's discretion, earn dividend equivalent rights that
entitle the holder to an amount equal to the cash or stock dividends or other distributions that would have been paid on the shares of
Common Stock covered by such award had such shares been issued and outstanding on the dividend record date.The Compensation
Committee may establish rules and procedures governing the crediting,timing,form of payment and payment contingencies of
dividend equivalent rights as it deems necessary or appropriate.
CHANGE OF CONTROL
Unless otherwise provided in a participant's award agreement, upon a Change of Control(as defined in the Plan), restrictions on stock
awards and other stock-based awards lapse, all options and SARs vest, and performance goals will be deemed to be achieved at the
higher of actual performance through the date of the Change of Control or the target level, unless the award is assumed or replaced
with a comparable award relating to shares of the successor corporation.The treatment of any other then-outstanding awards upon a
Change of Control will be determined in accordance with the terms of the applicable award agreement. If a participant is terminated
without cause or voluntarily terminates with good reason within three years following a Change of Control, any awards that were
assumed or replaced in the change of control will become fully vested and exercisable and free of restrictions.
TRANSFERABILITY
Unless the Compensation Committee determines otherwise, Plan awards may not be assigned or transferred other than by will or by
the applicable laws of descent and distribution.
AMENDMENT AND TERMINATION
Subject to certain exceptions,the Board has the authority to amend,suspend or terminate the Plan at any time provided(a)any
amendment to the Plan will not become effective until approved by the Company's shareholders if shareholder approval is required to
comply with any applicable law, rule or regulation and (b)no amendment or termination shall impair or diminish a participant's rights
with respect to any outstanding award without the participant's consent.The Plan does not have a fixed expiration date.
2025 PROXY STATEMENT 61

PROPOSAL 3: AMENDMENT AND RESTATEMENT OF LTIP, INCLUDING AN INCREASE IN AVAILABLE SHARES
For ISO purposes,the amendment and restatement of the Plan constitutes a new plan for ISO purposes,which means that if
shareholders approve the amendment and restatement, ISOs may be granted within ten years from the earlier of the date that the
amendment and restatement is adopted by the Board or the date it is approved by shareholders.
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary, as of the date of this proxy statement, of the federal income tax consequences to participants
who may receive awards pursuant to the Plan and to the Company arising out of the granting,vesting and settlement of awards
pursuant to the Plan.This summary is intended for the information of shareholders considering how to vote at the Annual Meeting
and not as tax guidance or advice to Plan participants,as tax consequences may vary with the award types,the identity of the
participants,the terms and conditions associated with a particular award, and the payment or settlement method.The summary does
not address the effects of other federal taxes or taxes imposed by state, local,or foreign tax laws. Each participant is encouraged to
seek the advice of a qualified tax advisor regarding the tax consequences of participation in the Plan.
Performance Awards
With respect to performance awards that do not require the delivery of shares of Common Stock at the time of grant,the grant of
such performance awards will not cause a participant to recognize ordinary income or entitle the Company to a deduction for federal
tax purposes if such award is subject to a substantial risk of forfeiture. Following vesting of such a performance award,the participant
will have ordinary income at the time of settlement of the award in the amount of cash or the value of property delivered in
settlement of such award and the Company will be entitled to a corresponding deduction in an amount equal to the ordinary income
recognized by the participant.With respect to performance awards that do require the delivery of shares of Common Stock at the
time of grant(such as an award of performance shares),the federal income tax consequences with respect to such award is the same
as with respect to awards of restricted stock, discussed immediately below.As regards the Company's deduction for any type of
performance award, such deduction may be limited by Code Section 162(m),which limits the Company's deduction on compensation
paid to "covered employees" during a taxable year to $1,000,000.
Stock Awards
The federal income tax consequences with respect to awards of Common Stock, including restricted stock, depend on the facts and
circumstances of each award, including the nature of any restrictions imposed with respect to the awards. In general, if stock awards
granted to a participant are subject to a "substantial risk of forfeiture" (e.g.,the awards are conditioned upon the future performance
of substantial services by the participant or the attainment of specified performance goals)and are nontransferable for federal tax
purposes, a taxable event occurs when the substantial risk of forfeiture lapses or the award become transferable, if earlier.At such
time,the participant will recognize ordinary income to the extent of the excess of the fair market value of the award on such date
over the amount, if any,the participant paid for such award and the Company will be entitled to a corresponding deduction in an
amount equal to the ordinary income recognized by the participant. Under certain circumstances, a participant may elect pursuant to
Code Section 83(b)to accelerate federal income tax recognition with respect to stock awards that are subject to a substantial risk of
forfeiture and are nontransferable for federal tax purposes, in which event the participant will recognize ordinary income at the time
of grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any,the participant
paid for such award and the Company will be entitled to a corresponding deduction in an amount equal to the ordinary income
recognized by the participant. If a stock award granted to a participant is not subject to a substantial risk of forfeiture or is
transferable for federal tax purposes,the participant will recognize ordinary income at the time of grant to the extent of the excess of
the fair market value of the shares at such time over the amount, if any,the participant paid for such award and the Company will be
entitled to a corresponding deduction in an amount equal to the ordinary income recognized by the participant. In each case
described above,the Company's deduction may be limited by Code Section 162(m). Upon disposition of any shares acquired through
stock awards,the participant will recognize long-term or short-term capital gain or loss depending upon the sale price and holding
period of the shares.
Other Stock-Based Awards
The grant of other stock-based awards, including restricted stock units,will not cause a participant to recognize ordinary income or
entitle the Company to a deduction for federal tax purposes if such award is subject to a substantial risk of forfeiture. Following
vesting of the award,the participant will have ordinary income at the time of settlement of the award in the amount of cash or the
62 WISTA®

PROPOSAL 3: AMENDMENT AND RESTATEMENT OF LTIP, INCLUDING AN INCREASE IN AVAILABLE SHARES
value of property delivered in settlement of such award and the Company will be entitled to a corresponding deduction in an amount
equal to the ordinary income recognized by the participant.The Company's deduction may be limited by Code Section 162(m).
Nonqualified Stock Options
The grant and vesting of a nonqualified option will not cause a participant to recognize ordinary income or entitle the Company to a
deduction for federal income tax purposes. Upon the participant's exercise of a nonqualified option,the participant will recognize
ordinary income in an amount equal to the excess of the fair market value of a share on the exercise date over the exercise price of
such option, multiplied by the number of shares exercised, and the Company will be entitled to a corresponding deduction in an
amount equal to the ordinary income recognized by the participant, assuming such deduction is not limited by Code Section 162(m).
If restrictions regarding forfeiture and transferability apply to the shares upon exercise,the time of recognition of ordinary income and
the amount thereof, and the availability of a tax deduction to the Company, generally will be determined when the restrictions cease
to apply(see the tax consequences regarding Stock Awards above). Upon disposition of the shares acquired by exercise of the option,
the optionee will recognize long-term or short-term capital gain or loss depending upon the sale price and holding period of the
shares.
Incentive Stock Options
In general, none of the grant,vesting or exercise of an ISO will cause the recognition of ordinary income by the participant, provided
the participant does not dispose of the underlying shares until the later of two years from the grant date of the ISO or one year after
the exercise date.The amount by which the fair market value of the shares at the time of exercise exceeds the exercise price is
includable in the participant's tax base upon which an "alternative minimum tax" may be imposed. In general, none of the grant,
vesting or exercise of an ISO will produce a tax deduction for the Company.
If the optionee holds the stock received upon exercise of an ISO for at least two years from the grant date of the ISO and one year
from the exercise date,the gain or loss on the sale, based upon the difference between the amount realized and the exercise price,
will constitute long-term capital gain or loss. If the optionee sells the stock received upon exercise prior to the expiration of such
periods(a "disqualifying disposition"),the optionee will recognize ordinary income in the year of the disqualifying disposition equal to
the excess of the fair market value of such stock on the exercise date over the exercise price(or, if less,the excess of the amount
realized upon disposition over the exercise price).The excess, if any, of the sale price over the fair market value on the exercise date
will be capital gain.
The Company is not entitled to a tax deduction as a result of the grant,vesting or exercise of an ISO. If the optionee recognizes
ordinary income as a result of a disqualifying disposition,the Company is entitled to a corresponding deduction in an amount equal to
the ordinary income recognized by the participant, assuming a deduction is not limited by Code Section 162(m).
Stock Appreciation Rights
The grant or vesting of an SAR will not cause a participant to recognize ordinary income or entitle the Company to a deduction for
federal income tax purposes. Upon the exercise of an SAR,the participant will recognize ordinary income in the amount of the cash or
value of shares payable to the participant(before reduction for any withholding taxes), and the Company will receive a corresponding
deduction in an amount equal to the ordinary income recognized by the participant, assuming such deduction is not limited by Code
Section 162(m). Upon disposition of any shares acquired by exercise of a stock appreciation right,the participant will recognize long-
term or short-term capital gain or loss depending upon the sale price and holding period of the shares.
Dividend Equivalent Rights
The grant of dividend equivalent rights will not cause a participant to recognize ordinary income or entitle the Company to a
deduction for federal tax purposes if such award is subject to a substantial risk of forfeiture. Following vesting of the dividend
equivalent right,the participant will have ordinary income at the time of settlement of the award in the amount of cash or the value
of property delivered in settlement of such dividend equivalent right and the Company will be entitled to a corresponding deduction
in an amount equal to the ordinary income recognized by the participant.The Company's deduction may be limited by Code
Section 162(m).
2025 PROXY STATEMENT 63

PROPOSAL 3: AMENDMENT AND RESTATEMENT OF LTIP, INCLUDING AN INCREASE IN AVAILABLE SHARES
WITHHOLDING OBLIGATIONS
The Company may require a participant to pay to the Company an amount necessary for the Company to satisfy its federal, state or
local tax withholding obligations with respect to awards granted pursuant to the Plan.As permitted by applicable law,the Company
may withhold from other amounts payable to a participant an amount necessary to satisfy these obligations, and the Compensation
Committee may permit a participant to satisfy the Company's withholding obligation by paying cash, by electing to have the
Company withhold shares of Common Stock or by transferring shares of Common Stock to the Company in an amount equal to the
tax obligation.
SECTION 409A OF THE CODE
The Compensation Committee intends that each award granted under the Plan either complies with or is exempt from the applicable
requirements of Code Section 409A but makes no guarantee or representation that such will be the case. If an award constitutes
deferred compensation under Code Section 409A and fails to comply with the requirements of Code Section 409A, at the time the
award becomes vested the award may be subject to ordinary income tax, an additional 20%tax, plus a penalty interest rate.
SECTION 162(M) OF THE CODE
Pursuant to Code Section 162(m),the annual compensation paid to certain executive officers is not deductible to the extent it exceeds
$1 million.
NEW PLAN BENEFITS
Because all awards are within the discretion of the Compensation Committee,future awards,as well as the number of employees to
whom awards may be granted, are not currently determinable.As of March 7, 2025,the market value of the shares underlying Plan
awards was$39.70 per share.
OThe :•. • recommends a vote • • " the amendment and restatement of • • an
availableincrease in
64 uVISTA®

PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Proposal 4: Advisory Vote on Executive
Compensation
• Shareholders are being asked to approve, on an advisory basis,the compensation of the Company's
NEOs.
• • • 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 4.
As required by Section 14A of the Exchange Act,the Board is submitting a separate resolution,to be voted on by shareholders in a
non-binding vote,approving,on an advisory basis,the Company's executive compensation.
The text of the resolution in respect of this Proposal 4 is as follows:
"Resolved,that the shareholders approve, on an advisory basis,the compensation of the Company's NEOs as disclosed in the
Company's proxy statement, pursuant to the compensation disclosure rules of the SEC, under the "CD&A," "Executive
Compensation Tables" and the related narrative disclosure."
The Board recommends a vote for this resolution. As described in this proxy statement under the CD&A,the Company's
compensation program is designed to focus Company executives on the achievement of specific annual, long-term and strategic goals
set by the Company.The goals are structured to align executives' interests with those of shareholders by rewarding performance that
maintains and improves shareholder value.The following features of the compensation structure reflect this approach:
• Executive compensation programs have both short-and long-term components.
• Annual cash incentive components focus on both the actual results and the sustainability and quality of those results.
• The total compensation program does not provide for guaranteed bonuses and has multiple performance measures.
• The Company has a recoupment policy that authorizes the Board to recover incentive payouts based on performance results that
are subsequently revised or restated to levels that would have produced payouts lower than the original incentive plan payouts.
The recoupment policy includes up to three years of incentive compensation if an officer engages in detrimental conduct.
• The CIC Plan, effective January 1, 2020, replaced individual CIC agreements for current officers who had such agreements and the
tax gross-up provision was removed.
The Board believes the Company's current executive compensation program properly focuses our executives on the achievement of
specific annual, long-term and strategic goals.The Board also believes the Company's executive compensation program properly
aligns the executives' interests with those of shareholders.
Shareholders are urged to read the CD&A section of this proxy statement,which discusses in greater detail how the Company's
compensation program implements the specific goals set by the Company.
OThe Board • - • • - • • approval, on advisory basis, of • •- • of
the • •. NEOs.
Although the advisory vote on Proposal 4 is non-binding,the Board and the Compensation Committee will review the results of the
vote and, consistent with our record of shareholder engagement, are expected to take the outcome of the vote into consideration,
along with other relevant factors, in determining future executive compensation and the frequency of such advisory votes.
2025 PROXY STATEMENT 65

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
and Management
The following table shows the number of shares of common stock of the Company held beneficially, as of March 7, 2025, by(i)each
director and nominee, (ii)each of our NEOs in the Summary Compensation Table, (iii)all current directors and executive officers as a
group and (iv)each person who is known to the Company to be the beneficial owner of more than 5% of our common stock. No
director or executive officer owns in excess of 1% of the stock of any indirect subsidiaries of the Company. None of the directors or
NEOs has pledged Company common stock as security.As of March 7, 2025,there were 80,289,267 shares of common stock
outstanding.
Beneficial ownership,as shown below under the heading "Shares Beneficially Owned," was determined in accordance with
Rule 13d-3 under the Exchange Act. Under this rule,certain shares may be deemed to be beneficially owned by more than one person
(if,for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire shares(for example, upon the exercise of an option or warrant or
the vesting of an equity award)within 60 days of the date as of which the information is provided. Shares shown under the heading
"Other" are not considered beneficially owned in accordance with Rule 13d-3 but are considered by the Company in determining
whether an individual has met the Company's share ownership guidelines. In computing the percentage ownership of any person,the
number of shares is deemed to include the number of shares beneficially owned by such person by reason of such acquisition rights.
As a result,the percentage of outstanding shares of any person as shown in the table may not necessarily reflect the person's actual
voting power at any particular date.
To our knowledge, except as indicated in footnotes to the table,the persons named in the table have sole voting and investment
power for all shares of common stock shown as beneficially owned by them.
66 uVISTA®

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shares Beneficially
Owned Other
DeferredRSUs Not Percent
Name Direct Indirect Shares(') Vested(2) Total Class
Directors and NEOs
Julie A.Bentz 9,947 9,947
Donald C.Burke 29,181 29,181
Kevin J.Christie 26,965 3,426(3) 13,587 43,978
Gregory C. Hesler 11,996 9,756 21,752
Kevin B.Jacobsen 9,012 9,012
Rebecca A. Klein 23,410 23,410
Sena M. Kwawu 11,554 11,554
Scott H. Maw 26,524 26,524
Scott L. Morris 112,348 112,348
Jeffry L.Philipps 14,072 14,072
Heather L.Rosentrater 28,991 695(5) 28,820 58,506
Heidi B.Stanley 24,422 9,248(4) 33,670
Jason R.Thackston 31,249 10,192 41,441
Dennis P.Vermillion 157,034 121(3) 23,527 180,682
Janet D.Widmann 23,323 23,323
All directors and executive officers as a group,including those listed
above
(22 individuals) 590,903 21,561 3,689 141,703 757,856
5%Beneficial Owners
BlackRock,Inc.(6) 15,432,248 15,432,248 19.28%
The Vanguard Group,InC.Q) 10,260,857 10,260,857 12.82%
State Street Corporation(8) 4,972,982 4,972,982 6.21%
* Represents less than 1%of the shares outstanding.
1. Shares deferred under the EDC Plan or under the former Non-Employee Director Stock Plan.
2. Time-based RSUs granted to executive officers but not yet vested.RSUs vest in three equal annual increments,provided the officer remains employed by the Company.If
the employment of an executive officer terminates,all unvested shares are forfeited.
3. Shares held in the Company's 401(k)plan.
4. Shares held by Empire Bolt in a profit-sharing plan not administered by the Company.
5. Shares held by Ms.Rosentrater's spouse,Eric Rosentrater.
6. As shown on Schedule 13F-HR filed with the SEC on February 7,2025,by BlackRock,Inc.,a parent holding company,the beneficial owner has sole voting power over
15,259,848 shares,with an aggregate amount beneficially owned by each reporting person is 15,432,248 shares.The mailing address of the beneficial owner is
50 Hudson Yards,New York,New York 10001.
7. As shown on Schedule 13F-HR filed with the SEC on February 11,2025,Vanguard has shared voting power over 85,551 shares,with an aggregate amount beneficially
owned by each reporting person is 10,260,857.The address of the beneficial owner is 100 Vanguard Blvd.,Malvern,Pennsylvania 19355.
8. As shown on Schedule 13F-HR filed with the SEC on February 15,2025,State Street Corporation("State Street")has sole voting power over 4,635,481 shares,with an
aggregate number of shares beneficially owned of 4,972,982 shares.The mailing address is State Street Financial Center,1 Congress Street,Suite 1,Boston,
Massachusetts 02114-2016.
2025 PROXY STATEMENT 67

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 1 6(a) Beneficial Ownership Reporting
Compliance
Section 16 of the Exchange Act requires executive officers, directors and holders of more than 10% of the Company's common stock
file reports of their ownership and changes in their ownership of the Company equity securities with the SEC. Based solely on a review
of Forms 3,4 and 5 furnished to the Company and written representations from certain insiders that no other reports were required,
the Company believes all Section 16 filing requirements applicable to these persons were completed in a timely manner.
Annual Report and Financial Statements
A copy of the Company's 2024 Annual Report,which contains the Company's audited financial statements, accompanies this proxy
statement. Our Annual Report and this proxy statement are also posted on our web site at https:llinvestor.avistacorp.com.This Annual
Report includes our 2024 Annual Report on Form 10-K filed with the SEC (without exhibits). If you have not received or do not have
access to the Annual Report, call our Investor Relations department at(509)495-4203, and we will send a copy(without exhibits)to
you without charge; or send a written request to Avista,Attn: Investor Relations Department, 1411 E. Mission Ave., Spokane,
Washington 99202.
Householding
The Company understands that, if two or more beneficial owners of our common stock share the same address,the brokerage firm or
other intermediary through which these shares are held may, unless contrary instructions are received from any such beneficial owner,
deliver a single copy of the proxy statement, annual report and related proxy soliciting materials for all beneficial owners at that
address.This procedure is called "householding." Beneficial owners of common stock who currently receive multiple copies of the
proxy statement,annual report and other proxy soliciting materials and would prefer "householding" should contact their broker.
Beneficial owners subject to "householding" who would prefer to receive separate copies of the proxy soliciting materials for each
beneficial owner at their address should contact their broker and revoke their consent to "householding." Alternatively, beneficial
owners may request a separate set of the proxy soliciting materials from the Company in writing sent to Avista, Investor Relations,
1411 E. Mission Avenue, Spokane,WA 99202 or by telephone at(509)-495-4203.
The Company and its transfer agent do not engage in "householding" for registered holders of common stock.
Other Business
The Board does not intend to present any business at the meeting other than as set forth in the accompanying Notice of Annual
Meeting and has no present knowledge that others intend to present business at the meeting. If, however, other matters requiring
the vote of the shareholders properly come before the meeting or any adjournment(s)thereof,the individuals named in the proxy card
will have discretionary authority to vote the proxies held by them in accordance with their judgment as to such matters.
AM
68 uvISTA®

ADDITIONAL INFORMATION
Additional Information
About the Annual Meeting
As noted in the Notice of Annual Meeting of Shareholders,the Annual Meeting will be held "virtually," solely by live webcast.
Why am I receiving these materials and who is soliciting my vote?
In conjunction with the 2025 Annual Meeting,the Board of Directors provided these materials to you, either over the internet or via
mail.The Company, on behalf of the Board of Directors, is soliciting your proxy to vote your shares at the 2025 Annual Meeting or at
any adjournment or postponement thereof.We solicit proxies to give shareholders of record an opportunity to vote on matters
presented at the Annual Meeting. In the proxy statement,you will find information on these matters,which is provided to assist you
in voting your shares.
What is the purpose of the meeting?
The meeting will be the Company's regular Annual Meeting. You will be voting on the following matters at the Annual Meeting:
(1) Election of eleven directors.
(2) Ratification of the appointment of Deloitte as the Company's independent registered public accounting firm for 2025.
(3) Approve the amendment and restatement of the Company's long-term incentive plan.
(4) Advisory(non-binding)vote on executive compensation.
(5) Transaction of other business that may come before the meeting or any adjournment or postponement thereof.
How does the Board recommend I vote?
The Board recommends a vote:
Proposal 1: For the election of eleven directors.
Proposal 2: For ratification of the appointment of Deloitte as the Company's independent registered public
accounting firm for 2025.
Proposal 3: For the amendment and restatement of the long-term incentive plan, including an increase in
available shares.
Proposal 4: For the advisory(non-binding)vote on executive compensation.
Who is entitled to vote at the Annual Meeting?
The Company's common stock is the only class of securities with general voting rights.The Board has set March 7, 2025,as the
record date for the Annual Meeting (the "Record Date"). Only shareholders who own common stock at the close of business on the
Record Date may attend and vote at the Annual Meeting.
What are the voting rights of holders of common stock?
Each share of common stock is entitled to one vote.There is no cumulative voting. At the close of business on the Record Date,
80,289,267 shares of common stock were outstanding and entitled to vote.
How many shares must be present to hold the Annual Meeting?
Under Washington law, action may be taken on matters submitted to shareholders only if a quorum is present.The presence at the
virtual meeting of holders of a majority of the shares of common stock outstanding as of the Record Date or their proxies will
constitute a quorum. Shares represented by proxy are deemed present for quorum purposes even if abstention is instructed or if no
instructions are given. Subject to certain statutory exceptions, once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting.
2025 PROXY STATEMENT 69

ADDITIONAL INFORMATION
How do I vote shares registered in my name?
If you hold shares registered in your name on the Record Date,then you,as the registered holder of those shares, may vote those
shares:
Before the Annual Meeting:
• By completing, dating and signing your proxy card and returning it to the Company by mail in the envelope provided; or
• By telephone or through the internet,following the instructions on your proxy card.
During the Annual Meeting:
• By following the instructions on the website for the meeting—be sure to have your 16-digit control number available.
How do I vote shares held through a broker, bank or other
nominee?
If you are the beneficial owner of shares held through a broker, bank or other nominee,then you are not a record holder of these
shares and may vote them only by instructing the registered holder how to vote them.
You should follow the voting instructions given to you by the broker, bank or other nominee that holds your shares. Generally,you
will be able to give your voting instructions by mail, by telephone or through the internet.
The Company's common stock is listed on the NYSE. Under NYSE rules, brokerage firms, banks and other nominees that are members
of the NYSE generally have the authority to vote shares when their customers do not give voting instructions. However, NYSE rules
prohibit member organizations from voting on certain types of matters without specific instructions from the beneficial owners—if a
beneficial owner does not give instructions on such a matter,the member organization cannot vote on that matter.This is called a
"broker non-vote." Matters on which NYSE member organizations may not vote without instructions include the election of directors,
matters relating to executive compensation and matters relating to certain corporate governance issues. For Avista,this means that
NYSE member organizations may not vote on Proposals 1, 3 and 4 unless you have given instructions on how to vote. Please be sure
to give specific voting instructions to any broker, bank, or other financial institution that holds your shares so your shares can be
voted.
How do I vote shares held through an employee plan?
If you are the beneficial owner of shares through participation in the Company's 401(k)plan,then you are not the record holder of
these shares and may vote them only by instructing the plan trustee or agent how to vote them.
You should follow the voting instructions given to you by the trustee or agent for the 401(k)plan. Generally,you will be able to give
your voting instructions by mail, by telephone or through the internet.
How can I revoke my proxy or change my vote after returning my
proxy card or giving voting instructions?
If you were a registered holder as of the Record Date and returned a proxy card,you may revoke your proxy or change your vote at
any time before it is exercised at the Annual Meeting by giving written notice to the Corporate Secretary of the Company.You may
also change your vote by timely delivering a later-dated proxy or a later-dated vote by telephone or through the internet.
If you were not a registered holder as of the Record Date and wish to change or revoke your voting instructions,you should follow the
instructions given to you by your broker, bank or other financial institution that holds your shares.
70 uVISTA®

ADDITIONAL INFORMATION
How many votes are required to elect directors and approve the
other proposals?
Proposal 1—for the election of directors,a nominee will be elected if the number of votes cast "for" exceeds the number of votes
cast "against." Brokers may not vote on this proposal without instructions from the beneficial owner. Abstentions or broker non-votes
of any shares will have no effect on the election of a nominee since those shares will not be voted either "for" or "against" that
nominee. Likewise, if you are the registered holder(and not a broker)of the shares and sign but give no instructions on the proxy card
for a nominee,the shares represented by that proxy card will not be voted either "for" or "against" that nominee and will have no
effect on his or her election. Shareholders may not cumulate votes in the election of directors. If an incumbent director does not
receive a majority of votes cast for his/her re-election in an uncontested election, he/she would continue to serve a term that would
terminate on the date that is the earliest of: (i)the date of the commencement of the term of a new director selected by the Board to
fill the office held by such director, (ii)the effective date of the resignation of such director, or(iii)December 31, 2025.
Proposal 2—the proposal for ratifying the appointment of the firm of Deloitte as the independent registered public accounting firm
of the Company for 2025,will be approved if the number of votes cast "for" exceeds the number of votes cast "against." Brokers
may vote on this proposal without instructions from the beneficial owner.Abstentions of any shares will have no impact on the
outcome of this proposal since those shares will not be voted at all. If you are the registered holder of the shares and sign but give no
instructions on the proxy card for this proposal,the shares represented by that proxy card will be voted for this proposal.
Proposal 3—the proposal for amending and restating the LTIP, including an increase in available shares,will be approved if the
number of votes cast "for" exceeds the number of votes cast "against." Brokers may not vote on this proposal without instructions
from the beneficial owner.Abstentions and broker non-votes with respect to any shares will have no impact on the outcome of this
proposal since those shares will not be voted at all. If you are the registered holder of the shares(and not a broker)and sign but give
no instructions on the proxy card with respect to this proposal,the shares represented by that proxy card will be voted for this
proposal.
Proposal 4—the advisory(non-binding)vote on executive compensation will be approved if the number of votes cast "for" exceeds
the number of votes cast "against." Brokers may not vote on this proposal without instructions from the beneficial owner.
Abstentions and broker non-votes of any shares will have no impact on this proposal since those shares will not be voted at all. If you
are the registered holder of the shares(and not a broker)and sign but give no instructions on the proxy card for this proposal,the
shares represented by that proxy card will be voted for this proposal.
Who pays for the proxy solicitation and how will the Company
solicit votes?
The expense of soliciting proxies will be borne by the Company. Proxies will be solicited by the Company primarily by mail but may
also be solicited personally and by telephone at nominal expense to the Company by directors,officers, and regular employees of the
Company. In addition,the Company engaged D.F. King &Co., Inc. at a cost of$8,500 plus out-of-pocket expenses,to solicit proxies
in the same manner.The Company will also request banks, brokerage houses, custodians, nominees,and other record holders of the
Company's common stock to forward copies of the proxy soliciting materials and the Company's 2024 Annual Report to the
beneficial owners of such stock,and the Company will reimburse such record holders for their expenses in connection therewith.
Who can I contact if I have questions or need assistance in voting
my shares?
If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold
your shares. You may also contact our Investor Relations Department at(509)495-4203. Additionally,the SEC has a website
(www.sec.gov/spotlight/proxymatters.shtm�with more information about your rights as a shareholder.
2025 PROXY STATEMENT 71

2026 ANNUAL MEETING INFORMATION
2026 Annual Meeting Information
General
The 2026 Annual Meeting is currently scheduled for Thursday, May 14, 2026. Matters to be brought before that meeting by
shareholders are subject to the requirements described below.
The date of the 2026 Annual Meeting is subject to change.Any such change, and any resulting change in the dates referred to below,
would be specified by the Company in a report filed with the SEC. In addition, any change in the dates referred to below resulting
from a change in SEC rules or the Company's Bylaws would be similarly reported by the Company.
Notice of Nominations and Other Business to Be Presented at Annual Meeting
Notice of nominations of directors and other business to be presented by a shareholder at the 2026 Annual Meeting must be
delivered to the Company as follows:
• Written notice of a shareholder's intent to nominate a person for election as a director at the 2026 Annual Meeting must be
delivered to the principal executive offices of the Company to the attention of the Corporate Secretary on or before February 7,
2026, but not before November 7, 2025, provided, however,that if the shareholder is requesting that the nominee be included in
management's proxy soliciting materials,this notice must be delivered no later than December 8, 2025;and
• Written notice of a shareholder's intent to propose other business to be brought before the 2026 Annual Meeting must be
delivered to the principal executive offices of the Company to the attention of the Corporate Secretary on or before February 7,
2026, but not before November 7, 2025.
In any case,the written notice of the shareholder must,for the matter to be eligible to be presented at the meeting, comply with all
requirements and contain all information specified in the Company's Bylaws,without regard to whether the proposed nomination or
other business is to be included in management's proxy soliciting materials or those of any other person.
Notice of Proposals to be Included in Management's Proxy Materials
Proposals shareholders seek to have included in management's proxy soliciting materials must be received by the Corporate Secretary
on or before November 26, 2025,and to be so included, must contain the information required by the SEC's Rule 14a-8 and
otherwise comply with SEC rules. However, in order for a proposal to be eligible to be presented at the meeting,the shareholder must
also comply with all of the requirements specified in the Bylaws for nominating a person for election as a director and/or bringing
other business before the meeting.
The above information is only a summary of some of the requirements of the advance notice provisions of our Bylaws. If you would
like to receive a copy of the provisions of our Bylaws setting forth all of these requirements,you should write to our executive offices,
do Corporate Secretary.
By Order of the Board,
Gregory C. Hesler
Senior Vice President, General Counsel,
Corporate Secretary and Chief Ethics/Compliance Officer
Spokane,Washington
March 26, 2025
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
Appendix A: The Long-Term Incentive Plan of
Avista Corporation
AVISTA CORPORATION
LONG-TERM INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of the Avista Corporation Long-Term Incentive Plan (the "Plan")is to enhance the long-term shareholder value of Avista
Corporation, a Washington corporation(the "Company"), by offering opportunities to employees, directors and officers of the
Company and its Subsidiaries(as defined in Section 2)to participate in the Company's growth and success, and to encourage them to
remain in the service of the Company and its Subsidiaries and to acquire and maintain stock ownership in the Company.
The Plan was initially adopted by the Company's shareholders on May 14, 1998 and was subsequently amended and restated on
May 12, 2000,January 1, 2005, November 9, 2006 May 13, 2010,January 19, 2016, and February 21, 2025.
Changes made pursuant to this amendment and restatement of the Plan shall apply to Awards(as defined below)granted on or after
February 21, 2025, and Awards granted prior to February 21, 2025,shall continue to be governed by the applicable Award
agreements and the terms of the Plan without giving effect to changes made pursuant to this amendment and restatement of the
Plan.
SECTION 2. DEFINITIONS
For purposes of the Plan,the following terms are defined as set forth below:
2.1 Award
"Award" means an award or grant made to a Participant pursuant to the Plan, including,without limitation, awards or grants of
Options, Stock Appreciation Rights, Stock Awards, Performance Awards, Other Stock-Based Awards or any combination of the
foregoing(including any Dividend Equivalent Rights granted in connection with such Awards).
2.2 Board
"Board" means the Board of Directors of the Company.
2.3 Cause
"Cause" means(a)the willful and continued failure of the Holder to perform substantially the Holder's duties with the Company or
one of its Subsidiaries(other than any such failure resulting from incapacity due to physical or mental illness)after a written demand
for substantial performance is delivered to the Holder by the Board or the Chief Executive Officer of the Company which specifically
identifies the manner in which the Board or the Chief Executive Officer believes that the Holder has not substantially performed the
Holder's duties; or(b)the willful engaging by the Holder in illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Company.
For purposes of this provision, no act or failure to act, on the part of the Holder, shall be considered "willful" unless it is done,or
omitted to be done, by the Holder in bad faith or without reasonable belief that the Holder's action or omission was in the best
interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or
upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the Holder in good faith and in the best interests of
the Company.
2025 PROXY STATEMENT A-1

APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
2.4 Change of Control
"Change of Control" means any of the following events:
(a) The acquisition by any individual, entity or group(within the meaning of Section 13(d)(3)or 14(d)(2)of the Exchange Act)(a
"Person")of beneficial ownership(within the meaning of Rule 13d-3 promulgated under the Exchange Act)of 20% or more
of either
(i) the then outstanding shares of Common Stock of the Company(the "Outstanding Company Common Stock")or
(ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors(the "Outstanding Company Voting Securities"); provided, however,that for purposes of this
subsection (a),the following acquisitions shall not constitute a Change of Control: (i)any acquisition directly from the
Company,(ii)any acquisition by the Company, (iii)any acquisition by any employee benefit plan(or related trust)
sponsored or maintained by the Company or any corporation controlled by the Company or(iv)any acquisition by any
corporation pursuant to a transaction which complies with clauses(i), (ii)and(iii)of subsection(c)of this Section 2.4;
(b) A change in the Board so that individuals who constitute the Board(the "Incumbent Board")as of the date of adoption of
the Plan cease for any reason to constitute at least a majority of the Board after such date; provided, however,that any
individual becoming a director subsequent to such date whose election, or nomination for election by the Company's
shareholders,was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding,for this purpose,any such
individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board;
(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets
of the Company(a "Business Combination"), in each case, unless,following such Business Combination, (i)all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively,the then outstanding shares of Common Stock and the
combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors,as the
case may be, of the corporation resulting from such Business Combination(including,without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the
case may be, (ii)no Person (excluding any corporation resulting from such Business Combination or any employee benefit
plan (or related trust)of the Company or such corporation resulting from such Business Combination)beneficially owns,
directly or indirectly, 20% or more of, respectively,the then outstanding shares of Common Stock of the corporation
resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the Business Combination and(iii)at least a majority of
the members of the Board of Directors of the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such
Business Combination;or
(d) A complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, if a Change of Control constitutes a payment event with respect to any Award (or portion of any
Award)that provides for the deferral of compensation that is required to comply with (and is not otherwise exempt from)
Section 409A of the Code,to the extent required to avoid the imposition of additional taxes under Section 409A of the Code,the
transaction or event described in subsections(a), (b),(c)or(d)with respect to such Award(or portion thereof)shall only
constitute a Change of Control for purposes of the payment timing of such Award if such transaction also constitutes a "change
in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5).
2.5 Code
"Code" means the Internal Revenue Code of 1986, as amended.
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
2.6 Common Stock
"Common Stock" means the common stock, no par value,of the Company.
2.7 Disability
"Disability" means "disability" as that term is defined for purposes of the Company's Long-Term Disability Plan or other similar
successor plan applicable to salaried employees. Notwithstanding the foregoing, if a Disability constitutes a payment event with
respect to any Award(or portion of any Award)that provides for the deferral of compensation that is required to comply with(and is
not otherwise exempt from)Section 409A of the Code,to the extent required to avoid the imposition of additional taxes under
Section 409A of the Code,the "disability" described in the immediately preceding sentence with respect to such Award(or portion
thereof)shall only constitute a Disability for purposes of the payment timing of such Award if such disability also constitutes a
"disability" as defined in Treasury Regulation Section 1.409A-3(i)(4).
2.8 Dividend Equivalent Right
"Dividend Equivalent Right" means an Award granted under Section 13.
2.9 Early Retirement
"Early Retirement" means early retirement as that term is defined by the Plan Administrator from time to time for purposes of the
Plan.
2.10 Exchange Act
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
2.11 Fair Market Value
The "Fair Market Value" shall be the closing price per share for the applicable date for the Common Stock on the New York Stock
Exchange as such price is officially quoted in the composite tape of transactions on such exchange for a single trading day. If there is
no such reported price for the Common Stock for the date in question,then such price on the last preceding date for which such
price exists shall be determinative of Fair Market Value.
2.12 Good Reason
"Good Reason" means a voluntary termination of employment by a Participant following the initial existence of any one of the
following conditions arising without the consent of the Participant:
(a) a material diminution by the Company of the Participant's authority, duties, or responsibilities, excluding for this purpose
isolated and inadvertent actions not taken in bad faith and remedied by the Company promptly after the Company receives
notice from the Participant; provided, however,that a change in title or reporting relationship alone shall not constitute
Good Reason;
(b) a material diminution in Participant's annual base salary or annual bonus opportunity;
(c) a material change in the geographic location at which Participant must perform the services(which,for purposes of this Plan,
means relocation of the offices of the Company at which Participant is principally employed to a location more than 50 miles
from the location of such offices immediately prior to such change);
(d) a material diminution in the budget over which Participant retains authority;or
(e) any action or inaction that constitutes a material breach by the Company of this Plan with respect to Participant.
Good Reason shall exist only if(i)Participant provides notice to the Company of the existence of a condition described in
(a)through(e)above within 90 days of the initial existence of the condition,(ii) upon the notice of which the Company shall be
provided a period of 30 days during which it may remedy the condition, and(iii)if the Company does not timely remedy such
condition, Participant terminates employment after the end of such remedial period and in all events no later than 90 days
following the end of such remedial period.
2025 PROXY STATEMENT A-3

APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
2.13 Grant Date
"Grant Date" means the date the Plan Administrator adopted the granting resolution or a later date designated in a resolution of the
Plan Administrator as the date an Award is to be granted.
2.14 Holder
"Holder" means:
(a) a Participant who holds an outstanding Award;
(b) for a Participant who has died while holding an outstanding Award,the personal representative of the Participant's estate,
the person(s)to whom the Participant's rights under the Award have passed by will or by the applicable laws of descent and
distribution,or the beneficiary designated in accordance with Section 14;or
(c) the person(s)to whom an Award has been transferred in accordance with Section 14.
2.15 Incentive Stock Option
"Incentive Stock Option" means an Option to purchase Common Stock granted under Section 7 with the intention that such Option
qualify as an "incentive stock option" as that term is defined in Section 422 of the Code.
2.16 Nonqualified Stock Option
"Nonqualified Stock Option" means an Option to purchase Common Stock granted under Section 7 other than an Incentive Stock
Option.
2.17 Option
"Option" means the right to purchase Common Stock granted under Section 7.
2.18 Other Stock-Based Award
"Other Stock-Based Award" means an Award granted under Section 12.
2.19 Participant
"Participant" means an employee, officer or director of or an individual consultant or independent contractor to the Company or a
Subsidiary, in any case who holds an outstanding Award,or, as the context may require,any of the foregoing individuals who has
been designated by the Plan Administrator as eligible to participate in the Plan.
2.20 Performance Award
"Performance Award" means an Award granted under Section 11,the payout of which is subject to achievement through a
performance period of performance goals prescribed by the Plan Administrator.
2.21 Plan Administrator
"Plan Administrator" means the Board or any committee or committees designated by the Board or any person or persons to whom
the Board has delegated authority to administer the Plan under Section 3.1.
2.22 Restricted Stock
"Restricted Stock" means shares of Common Stock granted under Section 10,the rights of ownership of which are subject to
restrictions prescribed by the Plan Administrator.
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
2.23 Retirement
"Retirement" means retirement as of the individual's normal retirement date under the Company's retirement plan for salaried
employees or other similar successor plan applicable to salaried employees.
2.24 Securities Act
"Securities Act" means the Securities Act of 1933, as amended.
2.25 Stock Appreciation Right
"Stock Appreciation Right" means an Award granted under Section 9.
2.26 Stock Award
"Stock Award" means an Award granted under Section 10.
2.27 Subsidiary
"Subsidiary," except as provided in Section 8.3 in connection with Incentive Stock Options, means any entity that is directly or
indirectly controlled by the Company or in which the Company has a significant ownership interest,as determined by the Plan
Administrator, and any entity that may become a direct or indirect parent of the Company.
2.28 Successor Corporation
"Successor Corporation" has the meaning set forth under Section 15.2.
SECTION 3. ADMINISTRATION
3.1 Plan Administrator
The Plan shall be administered by the Board or a committee or committees(which term includes subcommittees)appointed by, and
consisting of two or more members of the Board. If and so long as the Common Stock is registered under Section 12(b)or 12(g)of
the Exchange Act,the Board shall consider in selecting the Plan Administrator and the membership of any committee acting as Plan
Administrator,with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act,the provisions
regarding(a) "nonemployee directors" as contemplated by Rule 16b-3 under the Exchange Act; and(b) "independent directors" as
contemplated by Section 303A.02 of the New York Stock Exchange Listed Company Manual.The Board may delegate the
responsibility for administering the Plan with respect to designated classes of eligible Participants to different committees consisting of
two or more members of the Board, subject to such limitations as the Board or the Plan Administrator deems appropriate. Committee
members shall serve for such term as the Board may determine,subject to removal by the Board at any time.To the extent consistent
with applicable law,the Board may authorize one or more senior executive officers of the Company to grant Awards to designated
classes of eligible employees within the limits prescribed by the Board.
3.2 Administration and Interpretation by the Plan Administrator
Except for the terms and conditions explicitly set forth in the Plan,the Plan Administrator shall have exclusive authority, in its
discretion,to determine all matters relating to Awards under the Plan or necessary or advisable in the administration of the Plan,
including to(a)select individuals to be granted Awards,(b)determine the type of Awards to be granted, (c)determine the number of
shares of Common Stock subject to an Award, (d)determine all terms, conditions, restrictions and limitations, if any, of an Award and
the terms of any instrument that evidences the Award, (e)construe and interpret the Plan and Award agreements, (f)correct any
defect, supply any omission and reconcile any inconsistency in the Plan or any Award agreement, (g)adopt, revise or rescind rules and
regulations of general application for the Plan's administration, and(h)exercise discretion to make any and all other determinations
and to take such actions that it determines to be necessary or advisable for the administration of the Plan.The Plan Administrator's
interpretation of the Plan and Award agreements and the Plan's rules and regulations, and all actions taken and determinations made
by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. Subject to
applicable law and any applicable listing rules,the Plan Administrator may delegate administrative duties to such of the Company's
officers as it so determines.
2025 PROXY STATEMENT A-5

APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
SECTION 4. STOCK SUBJECT TO THE PLAN
4.1 Authorized Number of Shares
Subject to adjustment from time to time as provided in Section 15.1, a maximum of 7,715,000 shares of Common Stock(which
represents the sum of: (i)6,135,000 shares that were previously authorized; and(ii) 1,580,000 shares newly authorized by
shareholders with this restatement shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from
authorized and unissued shares or shares now held or subsequently acquired by the Company or may be purchased on the open
market.
4.2 Limitations
(a) Subject to adjustment from time to time as provided in Section 15.1,to the extent consistent with Section 424 of the Code,
not more than an aggregate of 80,000 shares may be issued under Incentive Stock Options.
(b) Subject to adjustment from time to time as provided in Section 15.1,shares of common stock made subject to Awards under
the Plan to any non-employee director who is a Participant may not exceed $750,000 in value at the time of issuance in any
given calendar year.
4.3 Reuse of Shares
Any shares of Common Stock that have been made subject to an Award that cease to be subject to the Award (other than by reason
of exercise or payment of the Award to the extent it is exercised for or settled in shares or by reason of holding back shares to cover
taxes on the Holder associated with exercise or payment of the Award)shall again be available for issuance in connection with future
grants of Awards under the Plan. Shares that are subject to tandem Awards shall be counted only once.
SECTION 5. ELIGIBILITY
Except as otherwise set forth herein,Awards may be granted under the Plan to those officers, directors and employees of and
individual consultants and independent contractors to the Company and its Subsidiaries as the Plan Administrator from time to time
selects.
SECTION 6. AWARDS
6.1 Form and Grant of Awards
The Plan Administrator shall have the authority, in its sole discretion,to determine the type or types of Awards to be made under the
Plan. Such Awards may include, but are not limited to, Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation
Rights, Stock Awards, Performance Awards, Other Stock-Based Awards and Dividend Equivalent Rights.Awards may be granted
singly, in combination or in tandem so that the settlement or payment of one automatically reduces or cancels the other.Awards may
also be made in combination or in tandem with, as alternatives to, or as the payment form for, grants or rights under any other
compensation or benefit plan of the Company or of a Subsidiary.
6.2 Acquired Company Awards
Notwithstanding anything in the Plan to the contrary,the Plan Administrator may grant Awards under the Plan in substitution for
awards issued under other plans, or assume under the Plan awards issued under other plans, if the other plans are or were plans of
other acquired entities("Acquired Entities")(or the parent of the Acquired Entity)and the new Award is substituted,or the old award
is assumed, by reason of a merger, consolidation,acquisition of property or of stock, reorganization or liquidation(the "Acquisition
Transaction"); provided, however, any substitution of a new Option pursuant to a corporate transaction for an outstanding option or
the assumption of an outstanding option shall meet the requirements of Treasury Regulation section 1.424-1.The preceding sentence
shall apply to "incentive stock options" as that term is defined in Section 422 of the Code and nonqualified stock options. In the
event that a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity,
said terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan
Administrator, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such
Awards shall be deemed to be Participants and Holders.
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6.3 No Repricing
Other than in connection with a change in the Company's capitalization as described in Section 15.1 of the Plan,the exercise price of
an Option or Stock Appreciation Right may not be reduced without shareholder approval. In addition, other than in connection with a
change in the Company's capitalization as described in Section 15.1 of the Plan or in accordance with Section 15.2 of the plan,the
exchange of Option or Stock Appreciation Rights, prior to exercise,for cash or other awards may not be made without shareholder
approval.
6.4 Recoupment of Awards
Awards granted under the Plan shall be subject to any and all policies, guidelines, codes of conduct, or other agreement or
arrangement adopted by the Board or Compensation Committee thereof with respect to the recoupment, recovery or clawback of
compensation (collectively,the "Recoupment Policy")and/or to any provisions set forth in the applicable Award agreement under
which the Company may recover from current and former Participants or Holders any amounts paid or shares of Common Stock
transferred in connection with an Award and any proceeds therefrom under such circumstances as the Plan Administrator determines
appropriate.The Plan Administrator may apply the Recoupment Policy to Awards granted before the policy is adopted to the extent
required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for
trading, as determined by the Plan Administrator in its sole discretion.
SECTION 7. AWARDS OF OPTIONS
7.1 Grant of Options
The Plan Administrator is authorized under the Plan, in its sole discretion,to issue Options as Incentive Stock Options or as
Nonqualified Stock Options,which shall be appropriately designated.
7.2 Option Exercise Price
The exercise price for shares purchased under an Option shall be as determined by the Plan Administrator, but shall not be less than
100% of the Fair Market Value of the Common Stock on the Grant Date.
7.3 Term of Options
The term of each Option shall be as established by the Plan Administrator or, if not so established,shall be 10 years from the Grant
Date.
7.4 Exercise of Options
The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which or the installments
in which the Option shall vest and become exercisable,which provisions may be waived or modified by the Plan Administrator at any
time. If not so established in the instrument evidencing the Option,the Option will vest and become exercisable according to the
following schedule,which may be waived or modified by the Plan Administrator at any time:
Period of Participant's Continuous Employment or Percent of Total
Service With the Company or Its Option That Is Vested
Subsidiaries From the Option Grant Date and Exercisable
After 1 year 25%
After 2 years 50%
After 3 years 75%
After 4 years 100%
Notwithstanding the provisions of Section 7.4 above or of Section 7.6, any unvested portion of the Option shall vest and become
exercisable in full immediately upon termination of employment for reasons of Disability or death.
To the extent that the right to purchase shares has accrued thereunder,an Option may be exercised from time to time by written
notice to the Company, in accordance with procedures established by the Plan Administrator,setting forth the number of shares with
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
respect to which the Option is being exercised and accompanied by payment in full as described in Section 7.5.The Plan Administrator
may determine at any time that an Option may not be exercised as to less than 100 shares at any one time(or the lesser number of
remaining shares covered by the Option).
7.5 Payment of Exercise Price
The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the
product of the Option exercise price and the number of shares purchased. Such consideration must be paid in cash or by check,or,
unless the Plan Administrator in its sole discretion determines otherwise, either at the time the Option is granted or at any time before
it is exercised, a combination of cash and/or check(if any)and one or both of the following alternative forms:
(a) tendering(either actually or, if and so long as the Common Stock is registered under Section 12(b)or 12(g)of the Exchange
Act, by attestation)Common Stock already owned by the Holder for at least six months(or any shorter period necessary to
avoid a charge to the Company's earnings for financial reporting purposes)having a Fair Market Value on the day prior to
the exercise date equal to the aggregate Option exercise price; or
(b) if and so long as the Common Stock is registered under Section 12(b)or 12(g)of the Exchange Act, and to the extent not
prohibited by applicable law, including Section 402 of the Sarbanes-Oxley Act of 2002,as amended, delivery of a properly
executed exercise notice,together with irrevocable instructions,to:
(i) a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount of sale or loan
proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the
exercise and
(ii) the Company to deliver the certificates for such purchased shares directly to such brokerage firm, all in accordance with
the regulations of the Federal Reserve Board.
In addition,the price for shares purchased under an Option may be paid,either singly or in combination with one or more of the
alternative forms of payment authorized by this Section 7.5 by such other consideration as the Plan Administrator may permit.
7.6 Post-Termination Exercises
The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option will continue to
be exercisable, and the terms and conditions of such exercise, if a Participant ceases to be employed by, or to provide services to,the
Company or its Subsidiaries,which provisions may be waived or modified by the Plan Administrator at any time. If not so established
in the instrument evidencing the Option,the Option will be exercisable according to the following terms and conditions,which may
be waived or modified by the Plan Administrator at any time.
In case of termination of the Participant's employment or services other than by reason of death or Cause,the Option shall be
exercisable,to the extent of the number of shares purchasable by the Participant at the date of such termination, only
(a) within one year if the termination of the Participant's employment or services is coincident with Retirement, Early Retirement
in connection with a Company program offering early retirement or Disability; or
(b) within three months after the date the Participant ceases employment with or services to the Company or a Subsidiary if
termination of the Participant's employment or services is for any reason other than Retirement, Early Retirement in
connection with a Company program offering early retirement or Disability, but in no event later than the remaining term of
the Option. Any Option exercisable at the time of the Participant's death may be exercised,to the extent of the number of
shares purchasable by the Participant at the date of the Participant's death, by the personal representative of the
Participant's estate,the person(s)to whom the Participant's rights under the Award have passed by will or the applicable
laws of descent and distribution or the beneficiary designated pursuant to Section 14 at any time or from time to time within
one year after the date of death, but in no event later than the remaining term of the Option.Any portion of an Option that
is not exercisable on the date of termination of the Participant's employment or services shall terminate on such date, unless
the Plan Administrator determines otherwise. In case of termination of the Participant's employment or services for Cause,
the Option shall automatically terminate upon first notification to the Participant of such termination, unless the Plan
Administrator determines otherwise. If a Participant's employment or services with the Company are suspended pending an
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investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option likewise
shall be suspended during the period of investigation, provided the the maximum term of the Option shall not be extended
beyond its original end date.
A transfer of employment or services between or among the Company and its Subsidiaries shall not be considered a termination of
employment or services for purposes of this Section 7.6.The effect of a Company-approved leave of absence on the terms and
conditions of an Option shall be determined by the Plan Administrator, in its sole discretion.
SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS
To the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and
conditions:
8.1 Dollar Limitation
To the extent the aggregate Fair Market Value(determined as of the Grant Date)of Common Stock with respect to which Incentive
Stock Options are exercisable for the first time during any calendar year(under the Plan and all other stock option plans of the
Company)exceeds$100,000, such portion in excess of$100,000 shall be treated as a Nonqualified Stock Option. In the event the
Participant holds two or more such Options that become exercisable for the first time in the same calendar year,such limitation shall
be applied on the basis of the order in which such Options are granted.
8.2 10%Shareholders
If a Participant owns more than 10% of the total voting power of all classes of the Company's stock,then the exercise price per share
of an Incentive Stock Option shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant Date and the
Option term shall not exceed five years.The determination of 10% ownership shall be made in accordance with Section 422 of the
Code.
8.3 Eligible Employees
Only employees of the Company or of one of its parent corporations or subsidiary corporations may be granted Incentive Stock
Options. For purposes of this Section 8.3, "parent corporation" and "subsidiary corporation" shall have the meanings attributed to
those terms for purposes of Section 422 of the Code.
8.4 Term
The term of an Incentive Stock Option shall not exceed 10 years.
8.5 Exercisability
To qualify for Incentive Stock Option tax treatment, an Option designated as an Incentive Stock Option must be exercised within three
months after termination of employment for reasons other than death,except that, in the case of termination of employment due to
total disability, such Option must be exercised within one year after such termination. Employment shall not be deemed to continue
beyond the first 3 months of a leave of absence unless the Participant's reemployment rights are provided by statute or contract. For
purposes of this Section 8.S, "total disability" shall mean a mental or physical impairment of the Participant that is expected to result
in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be
unable, in the opinion of the Company and two independent physicians,to perform his or her duties for the Company and to be
engaged in any substantial gainful activity.Total disability shall be deemed to have occurred on the first day after the Company and
the two independent physicians have furnished their opinion of total disability to the Plan Administrator.
8.6 Taxation of Incentive Stock Options
In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code,the Participant must hold
the shares issued upon the exercise of an Incentive Stock Option for two years after the Grant Date of the Incentive Stock Option and
one year from the date of exercise.A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive
Stock Option.The Plan Administrator may require a Participant to give the Company prompt notice of any disposition of shares
acquired by the exercise of an Incentive Stock Option prior to the expiration of such holding periods.
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
SECTION 9. STOCK APPRECIATION RIGHTS
9.1 Grant of Stock Appreciation Rights
To the extent permitted by Section 6.1,the Plan Administrator may grant a Stock Appreciation Right separately or in tandem with a
related Option.
9.2 Tandem Stock Appreciation Rights
A Stock Appreciation Right granted in tandem with a related Option will give the Holder the right to surrender to the Company all or
a portion of the related Option and to receive an appreciation distribution(in shares of Common Stock or cash or any combination of
shares and cash,as the Plan Administrator, in its sole discretion,shall determine at any time)in an amount equal to the excess of the
Fair Market Value for the date the Stock Appreciation Right is exercised over the exercise price per share of the right,which shall be
the same as the exercise price of the related Option.A tandem Stock Appreciation Right will have the same other terms and provisions
as the related Option. Upon and to the extent a tandem Stock Appreciation Right is exercised,the related Option will terminate.
9.3 Stand-Alone Stock Appreciation Rights
A Stock Appreciation Right granted separately and not in tandem with an Option will give the Holder the right to receive an
appreciation distribution(in shares of Common Stock or cash or any combination of shares and cash,as the Plan Administrator, in its
sole discretion,shall determine at any time) in an amount equal to the excess of the Fair Market Value for the date the Stock
Appreciation Right is exercised over the exercise price per share of the right.
A stand-alone Stock Appreciation Right will have such terms as the Plan Administrator may determine,except that the exercise price
per share of the right must be at least equal to 100% of the Fair Market Value on the Grant Date and the term of the right, if not
otherwise established by the Plan Administrator,shall be 10 years from the Grant Date.
9.4 Exercise of Stock Appreciation Rights
Unless otherwise provided by the Plan Administrator in the instrument that evidences the Stock Appreciation Right,the provisions of
Section 7.6 relating to the termination of a Participant's employment or services shall apply equally,to the extent applicable,to the
Holder of a Stock Appreciation Right.
SECTION 10. STOCK AWARDS
10.1 Grant of Stock Awards
To the extent permitted by Section 6.1,the Plan Administrator is authorized to make Awards of Common Stock to Participants on
such terms and conditions and subject to such restrictions, if any(which may be based on continuous service with the Company or the
achievement of performance goals related to earnings, earnings per share, profits, profit growth, profit-related return ratios, cost
management, dividend payout ratios, economic value added, cash flow or total shareholder return,where such goals may be stated in
absolute terms or relative to comparison companies), as the Plan Administrator shall determine, in its sole discretion,which terms,
conditions and restrictions shall be set forth in the instrument evidencing the Award.The terms, conditions and restrictions that the
Plan Administrator shall have the power to determine shall include,without limitation,the manner in which shares subject to Stock
Awards are held during the periods they are subject to restrictions and the circumstances under which forfeiture of Restricted Stock
shall occur by reason of termination of the Participant's services.
10.2 Issuance of Shares
Upon the satisfaction of any terms, conditions and restrictions prescribed in respect to a Stock Award, or upon the Participant's
release from any terms, conditions and restrictions of a Stock Award, as determined by the Plan Administrator,the Company shall
release, as soon as practicable,to the Holder or, in the case of the Holder's death,to the personal representative of the Holder's estate
or as the appropriate court directs,the appropriate number of shares of Common Stock.
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10.3 Waiver of Restrictions
Notwithstanding any other provisions of the Plan,the Plan Administrator may, in its sole discretion,waive the forfeiture period and
any other terms,conditions or restrictions on any Restricted Stock under such circumstances and subject to such terms and conditions
as the Plan Administrator shall deem appropriate.
SECTION 11. PERFORMANCE AWARDS
11.1 Plan Administrator Authority
Performance Awards may be denominated in cash,shares of Common Stock or any combination thereof.To the extent permitted by
Section 6.1,the Plan Administrator is authorized to grant Performance Awards and shall determine the nature, length and starting
date of the performance period for each Performance Award and the performance objectives to be used in valuing Performance
Awards and determining the extent to which such Performance Awards have been earned. Performance objectives and other terms
may vary from Participant to Participant and between groups of Participants. Performance objectives may be based on,among other
criteria,earnings, earnings per share, profits, profit growth, profit-related return ratios, cost management, dividend payout ratios,
economic value added, cash flow or total shareholder return,where such goals may be stated in absolute terms relative to comparison
companies or otherwise, as the Plan Administrator shall determine, in its sole discretion. Performance periods may overlap and
Participants may participate simultaneously with respect to Performance Awards that are subject to different performance periods and
different performance factors and criteria.
The Plan Administrator shall determine for each Performance Award the range of dollar values or number of shares of Common Stock
(which may, but need not, be shares of Restricted Stock pursuant to Section 10),or a combination thereof,to be received by the
Participant at the end of the performance period if and to the extent that the relevant measures of performance for such Performance
Awards are met.The earned portion of a Performance Award may be paid currently or on a deferred basis with such interest or
earnings equivalent as may be determined by the Plan Administrator. Payment shall be made in the form of cash,whole shares of
Common Stock(which may, but need not, be shares of Restricted Stock pursuant to Section 10), Options or any combination thereof,
either in a single payment or in annual installments, all as the Plan Administrator shall determine.
11.2 Adjustment of Awards
The Plan Administrator may adjust the performance goals and measurements applicable to Performance Awards to take into account
changes in law and accounting and tax rules and to make such adjustments as the Plan Administrator deems necessary or appropriate
to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances.The Plan Administrator
also may adjust the performance goals and measurements applicable to Performance Awards and thereby reduce the amount to be
received by any Participant pursuant to such Awards if and to the extent that the Plan Administrator deems it appropriate.
11.3 Payout Upon Termination
The Plan Administrator shall establish and set forth in each instrument that evidences a Performance Award whether the Award will
be payable, and the terms and conditions of such payment, if a Participant ceases to be employed by, or to provide services to,the
Company or its Subsidiaries,which provisions may be waived or modified by the Plan Administrator at any time. If not so established
in the instrument evidencing the Performance Award,the Award will be payable according to the following terms and conditions,
which may be waived or modified by the Plan Administrator at any time. If during a performance period a Participant's employment or
services with the Company terminate by reason of the Participant's Retirement, Early Retirement at the Company's request, Disability
or death,such Participant shall be entitled to a payment with respect to each outstanding Performance Award at the end of the
applicable performance period(a)based,to the extent relevant under the terms of the Award, on the Participant's performance for
the portion of such performance period ending on the date of termination and(b)prorated for the portion of the performance period
during which the Participant was employed by the Company, all as determined by the Plan Administrator.The Plan Administrator may
provide for an earlier payment in settlement of such Performance Award discounted at a reasonable interest rate and otherwise in
such amount and under such terms and conditions as the Plan Administrator deems appropriate.
Except as otherwise provided in Section 15 or in the instrument evidencing the Performance Award, if during a performance period a
Participant's employment or services with the Company terminate other than by reason of the Participant's Retirement, Early
Retirement at the Company's request, Disability or death,then such Participant shall not be entitled to any payment with respect to
the Performance Awards relating to such performance period, unless the Plan Administrator shall otherwise determine.The provisions
of Section 7.6 regarding leaves of absence and termination for Cause shall apply to Performance Awards.
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
SECTION 12. OTHER STOCK-BASED AWARDS
To the extent permitted by Section 6.1,the Plan Administrator may grant other Awards under the Plan pursuant to which shares of
Common Stock(which may, but need not, be shares of Restricted Stock pursuant to Section 10)are or may in the future be acquired,
or Awards denominated in stock units, including ones valued using measures other than market value. Such Other Stock-Based
Awards may be granted alone or in addition to or in tandem with any Award of any type granted under the Plan and must be
consistent with the Plan's purpose.
SECTION 13. DIVIDEND EQUIVALENT RIGHTS
To the extent permitted by Section 6.1, any Awards under the Plan may, in the Plan Administrator's discretion,earn Dividend
Equivalent Rights. In respect of any Award that is outstanding on the dividend record date for Common Stock,the Participant may be
credited with an amount equal to the cash or stock dividends or other distributions that would have been paid on the shares of
Common Stock covered by such Award had such covered shares been issued and outstanding on such dividend record date.The Plan
Administrator shall establish such rules and procedures governing the crediting of Dividend Equivalent Rights, including the timing,
form of payment and payment contingencies of such Dividend Equivalent Rights, as it deems are appropriate or necessary.
SECTION 14. ASSIGNABILITY
No Award granted under the Plan may be assigned or transferred by the Holder other than by will or by the applicable laws of descent
and distribution,and, during the Holder's lifetime, such Awards may be exercised only by the Holder or a permitted assignee or
transferee of the Holder(as provided below). Notwithstanding the foregoing,and to the extent permitted by Section 422 of the Code,
the Plan Administrator, in its sole discretion, may permit such assignment,transfer and exercisability and may permit a Holder of such
Awards to designate a beneficiary who may exercise the Award or receive compensation under the Award after the Holder's death;
provided, however,that any Award so assigned or transferred shall be subject to all the same terms and conditions contained in the
instrument evidencing the Award.
SECTION 15. ADJUSTMENTS
15.1 Adjustment of Shares
In the event that, at any time or from time to time, a stock dividend,stock split,spin-off,combination or exchange of shares,
recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend or other change in the
Company's corporate or capital structure results in(a)the outstanding shares,or any securities exchanged therefor or received in their
place, being exchanged for a different number or class of securities of the Company or of any other corporation or(b)new, different
or additional securities of the Company or of any other corporation being received by the holders of shares of Common Stock of the
Company,then the Plan Administrator shall make proportional adjustments in (i)the maximum number and kind of securities subject
to the Plan as set forth in Section 4.1, (ii)the maximum number and kind of securities that may be made subject to Stock Awards and
to Awards to any individual Participant as set forth in Section 4.2, and (iii)the number and kind of securities that are subject to any
outstanding Award and the per share price of such securities,without any change in the aggregate price to be paid therefor;
provided, however, any substitution of a new Option pursuant to a corporate transaction for an outstanding Option or the
assumption of an outstanding Option shall meet the requirements of Treasury Regulation §1.424-1.The preceding sentence shall
apply to "incentive stock options" as that term is defined in Section 422 of the Code and nonqualified stock options.The
determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding.
15.2 Change of Control
Except as otherwise provided in the instrument that evidences the Award, in the event of any Change of Control,each Award that is
at the time outstanding shall automatically accelerate so that each such Award shall, immediately prior to the specified effective date
for the Change of Control, become 100%vested and exercisable; provided, however,that with respect to Performance Awards,the
performance objectives with respect thereto shall be deemed to be met at the target level or determined based on actual performance
through the date of the Change of Control as if the performance period ended on such date,whichever is higher. Such Award shall
not so accelerate, however, if and to the extent that such Award is, in connection with the Change of Control, either to be assumed
by the successor corporation or parent thereof(the "Successor Corporation")or to be replaced with a comparable award for the
purchase of shares of the capital stock of the Successor Corporation.The determination of Award comparability in the immediately
preceding sentence shall be made by the Plan Administrator, and its determination shall be conclusive and binding. All such Awards
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shall terminate and cease to remain outstanding immediately following the consummation of the Change of Control, except to the
extent assumed by the Successor Corporation. In the event an Option or Stock Appreciation Right is cancelled pursuant to this
Section 15.2 in exchange for a payment based on the amount by which the Fair Market Value of Common Stock exceeds the exercise
price for such Option or Stock Appreciation Right, any Option or Stock Appreciation Right with an exercise price equal to or greater
than the Fair Market Value of Common Stock may be cancelled for no consideration.Any Awards that are assumed or replaced in the
Change of Control and do not otherwise accelerate at that time shall be accelerated in the event that the Participant's employment or
services should subsequently terminate within 24 months following such Change of Control, unless such employment or services are
terminated by the Successor Corporation for Cause or by the Participant voluntarily without Good Reason.
15.3 Further Adjustment of Awards
Subject to Sections 15.2 and 17.3, and subject to the limitations set forth in Section 11,the Plan Administrator shall have the
discretion,exercisable at any time before a sale, merger, consolidation, reorganization, liquidation or other corporate transaction,as
defined by the Plan Administrator,to take such further action as it determines to be necessary or advisable,and fair and equitable to
Participants,with respect to Awards. Such authorized action may include(but shall not be limited to)establishing,amending or
waiving the type,terms, conditions or duration of, or restrictions on,Awards so as to provide for earlier, later, extended or additional
time for exercise, payment or settlement or lifting restrictions, differing methods for calculating payments or settlements, alternate
forms and amounts of payments and settlements and other modifications,and the Plan Administrator may take such actions with
respect to all Participants,to certain categories of Participants or only to individual Participants; provided that any cancellation or
termination of Options or Stock Appreciation Rights with an exercise price that is less than the Fair Market Value of a share of
Common Stock on the date of such cancellation or termination may be made without payment of any consideration therefor.The
Plan Administrator may take such action before or after granting Awards to which the action relates and before or after any public
announcement with respect to such sale, merger,consolidation, reorganization, liquidation or Change of Control that is the reason
for such action.
15.4 Limitations
The grant of Awards will in no way affect the Company's right to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
SECTION 16. WITHHOLDING
The Company may require the Holder to pay to the Company the amount of any withholding taxes that the Company is required to
withhold with respect to the grant,exercise, payment or settlement of any Award. Subject to the Plan and applicable law and unless
the Plan Administrator determines otherwise,the Holder may satisfy withholding obligations, in whole or in part, by paying cash, by
electing to have the Company withhold shares of Common Stock(up to the employer's minimum required tax withholding rate)or by
transferring shares of Common Stock to the Company(already owned by the Participant for the period necessary to avoid a charge to
the Company's earnings for financial reporting purposes), in such amounts as are equivalent to the Fair Market Value of the
withholding obligation.The Company shall have the right to withhold from any Award or any shares of Common Stock issuable
pursuant to an Award or from any cash amounts otherwise due or to become due from the Company to the Participant an amount
equal to such taxes.
SECTION 17. AMENDMENT AND TERMINATION OF PLAN
17.1 Amendment of Plan
The Plan may be amended only by the Board as it shall deem advisable; provided, however,to the extent required for compliance with
Section 422 of the Code or any other applicable law, rule or regulation,shareholder approval will be required for any amendment that
will(a)increase the total number of shares as to which Options may be granted or that may be used in payment of Stock Appreciation
Rights, Performance Awards, Other Stock-Based Awards or Dividend Equivalent Rights under the Plan or that may be issued as Stock
Awards, (b)modify the class of persons eligible to receive Options,(c)result in a "material revision" of the Plan as contemplated by
Section 303A.08 of the New York Stock Exchange Listed Company Manual, or(d)otherwise require shareholder approval under any
applicable law, rule or regulation.
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
17.2 Termination of Plan
The Board may suspend or terminate the Plan at any time.The Plan will have no fixed expiration date; provided, however,that no
Incentive Stock Options may be granted more than 10 years after the earlier of the Plan's adoption by the Board and approval by the
shareholders. In accordance with Treasury Regulations sections 1.422-2(b)(iii)and 1.422-2(c),the amendment and restatement of the
Plan effective February 21, 2025, constitutes a new plan for purposes of the Incentive Stock Option rules.As a result, Incentive Stock
Options may be granted within ten years from the earlier of the date the amended and restated plan is adopted by the Board or the
date such plan is approved by shareholders.
17.3 Consent of Holder
The amendment or termination of the Plan shall not,without the consent of the Holder of any Award under the Plan, impair or
diminish any rights or obligations under any Award theretofore granted under the Plan.Any change or adjustment to an outstanding
Incentive Stock Option shall not,without the consent of the Holder, be made in a manner so as to constitute a "modification" that
would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.
17.4 Correction of Errors
Notwithstanding anything in this Plan or an Award agreement to the contrary,the Plan Administrator may amend an Award,to take
effective retroactively or otherwise, as deemed necessary or advisable for the purpose of correcting errors occurring in connection with
the grant or documentation of an Award, including rescinding an Award erroneously granted, including, but not limited to, an Award
erroneously granted to an individual who is not eligible to receive on an Award on the date of grant of the Award. By accepting an
Award under the Plan,each Participant agrees to any amendment made pursuant to this Section 17.4 to any Award made under the
Plan without further consideration or action.
SECTION 18. GENERAL
18.1 Award Agreements
Awards granted under the Plan shall be evidenced by a written agreement that shall contain such terms,conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan. In the event that the Company
establishes,for itself or using the services of a third party,an automated system for the documentation, granting or exercise of
Awards, such as a system using an internet website or interactive voice response,then the paperless documentation, granting or
exercise of Awards by a Participant may be permitted through the use of such an automated system.
18.2 No Employment Rights;No Right to Award
Nothing contained in the Plan or any Award agreement shall confer upon any individual any right with respect to the continuation of
employment by or provision of services to the Company or any Subsidiary or interfere in any way with the right of the Company or
applicable Subsidiary,subject to the terms of any separate agreement to the contrary, at any time to terminate such employment or
service or to increase or decrease the compensation or benefits of such individual. No individual shall have any claim or right to receive
an Award hereunder.The Plan Administrator's granting of an Award to a Participant at any time shall neither require the Plan
Administrator to grant any other Award to such Participant or other individual at any time nor preclude the Plan Administrator from
making subsequent grants to such Participant or any other individual.
18.3 Registration
The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the
Securities Act, or to register or qualify under state securities laws,any shares of Common Stock, security or interest in a security paid
or issued under, or created by,the Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer
instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal and state
securities laws.
Inability of the Company to obtain,from any regulatory body having jurisdiction,the authority deemed by the Company's counsel to
be necessary for the lawful issuance and sale of any shares hereunder or the unavailability of an exemption from registration for the
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such
shares as to which such requisite authority shall not have been obtained.
18.4 No Rights as a Shareholder
No Award shall entitle the Holder to any cash dividend(except to the extent provided in an Award of Restricted Stock or of Dividend
Equivalent Rights),voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the
subject of such Award,free of all applicable restrictions except as otherwise required with respect to a transfer of Restricted Stock.
18.4 Section 409A of the Code
The Plan and Award agreements as well as payments and benefits thereunder are intended to be exempt from, or to the extent
subject thereto,to comply with Section 409A of the Code,and, accordingly,to the maximum extent permitted,the Plan and Award
agreements shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, if payments or
benefits under the Plan are payable upon a termination of employment or other service(or words of similar import), a Participant shall
not be considered to have experienced such a termination for purposes of the Plan and no payment or benefit shall be due to such
Participant under the Plan or any Award until such Participant is considered to have experienced a "separation from service" from the
Company within the meaning of Section 409A of the Code. Any payments or benefits described in the Plan that are due within the
"short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable
law requires otherwise. Notwithstanding anything to the contrary in the Plan,to the extent that any Awards are payable upon a
separation from service and the Participant is a "specified employee" as defined in Section 409A of the Code,the settlement and
payment of such Awards shall instead be made(without interest)on the Company's first regular payroll date that is at least six
(6) months following such separation from service(or death, if earlier). Each amount to be paid or benefit to be provided under this
Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code.
18.5 No Guarantee of Tax Consequences
None of the Company, its Subsidiaries,the Board,the Plan Administrator or any officer, employee, agent,affilaite or representative of
any of the foregoing makes any commitment or guarantee with respect to the Plan or any Award granted hereunder that any
particular tax treatment will(or will not)apply with respect to any Participant(or any party claiming through or on behalf of any
Participant), including any tax consequences under Section 409A of the Code, or assumes any liability or responsibility with respect
thereto.
18.5 Compliance With Laws and Regulations
Notwithstanding anything in the Plan to the contrary,the Board, in its sole discretion, may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act
without so restricting, limiting or conditioning the Plan with respect to other Participants.Additionally, in interpreting and applying the
provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall,to the extent permitted by law, be
construed as an "incentive stock option" within the meaning of Section 422 of the Code.
18.6 Unfunded Plan
The Plan is intended to constitute an "unfunded" plan. Nothing contained herein shall require the Company to segregate any monies
or other property,or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred
amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured
creditor of the Company.
18.7 Severability
If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person,
or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator,such provision shall be
construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the
Plan Administrator's determination, materially altering the intent of the Plan or the Award,such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
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APPENDIX A:THE LONG-TERM INCENTIVE PLAN OF AVISTA CORPORATION
18.8 Captions.
The captions of this Plan are not part of the provisions hereof and shall have no force or effect.
SECTION 19. EFFECTIVE DATE
The Plan's effective date is the date on which it is adopted by the Board, so long as it is approved by the Company's shareholders at
any time within 12 months of such adoption.
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