20181030Avista to Staff 43 Revised.pdf

JURISDICTION:
CASE NO:
REQUESTER:
TYPE:
REQUEST NO.:
AVISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION r.:[El,,,[D
IDAHO DATEPREPARED: October2!,,,741fi= "" Rrd *. qlREVISED: October 29,'2018;u iiri u' v' '
AVU-E-I7-09/AVU-G-17-05 WITNESS: Paul Dobson (H1) r r:,:_,i.1
Mark Thies (AVA) '., ,'',ii.rlirsl0l,
IPUC RESPONDER: Adele Pantusa (H1)
Annette Brandon (AVA)
Production Request DEPARTMENT: LawStaff-043(AVA) TELEPHONE: [phone] I 509-495-4324EMAIL: [e-mail]
annette.branodon@avi stacorp. com
REQUEST:
Please individually speciff the compensation, bonuses, and any type of additional financial benefit that
each Avista and Hydro One employee who filed testimony or supplemental testimony in this case stands
to make if the merger is completed.
RESPONSE:
Hydro One Witnesses:
RIVISED: October 29, 20182
The Hydro One employees who filed testimony or supplemental testimony in this case are Mayo
Schmidt, Chris Lopez, Ferio Pugliese, Paul Dobson and James Scarlett.
Mayo Schmidt and Ferio Pugliese are no longer with Hydro One. As such, Mr. Schmidt and Mr
Pugliese do not stand to receive any type of additional "financial benefit" once the merger is completed
The compensation packages for James Scarlett, Paul Dobson and Chris Lopez include a short term
Incentive award which rewards achievement of annual company and individual performance goals and
is expressed as a percentage ofbase salary and payouts may range from 0% to 200Yo oftarget based on
performance. Their short-term incentive awards are weighted 80% on the achievement of corporate
goals and 20o/o on achievement of individual goals.
Please see Sta[PR_043(HC)(AVA)_Revised for the remainder of this portion of Hydro One's
response.
Avista Witnesses:
Estimated compensation which will be paid to Avista employees is fully described on pages 53-65 of the
Proxy Statement filed on October 2,2017 with the Security and Exchange Commission. For ease of
reference, please see Staff_PR_043(AVA) Attachment A for a copy of this filing.
The Avista employees who filed testimony or supplemental testimony in this case are Scott Morris,
Mark Thies, Kevin "Collins" Sprague, Pat Ehrbar, Bruce Howard and Kevin Christie. To summarize,
additional "financial benefit" or compensation paid to said employees once the merger is completed is
comprised primarily of severance and accelerated Company incentive equity awards, and accumulated
dividends. Executive officers (Company Witnesses Monis, Thies and Christie) are entitled to severance
payments pursuant to their Change in Control agreements gnly in the event of a qualifying termination
of employment.l Therefore, the completion of the merger in and of itself will not automatically result in
a payment of these severance amounts. Certain executive officers may be entitled to retention bonuses if
established criteria is met. Please see the full explanation in the attached Proxy. Finally, all employees
who participate in the Company's Long Term Incentive Plan (Company Witnesses Sprague, Howard
and Ehrbar) will receive additional compensation from the automatic vesting of performance shares and
restricted stock units.
t "Qualifuing termination" is defined differently for Named Executive Officers vs. other Executive Officers. Please see
Proxy Statement pages 54-55 for additional information (StaflPR_043(AVA) Attachment A).
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