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6, 2021
3:00 p.m. (Mountain Time). Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your proxy card and voting authorization form and subsequent instructions that will be delivered to you via email.
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| Lisa A. Grow President and CEO | ||||||||||||||||||
1221 W. Idaho Street
Boise, Idaho
| Date and Time: | Thursday, May | |||||
| Place: | ||||||
| Items of Business: |
• To elect
• To vote on an advisory resolution to approve executive compensation;
• To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the yearending December 31,
• To transact such other business that may properly come before the meeting and any adjournments or postponementsof the meeting. | |||||
| As of the date of this notice, the company has received no notice of any matters, other than those listed above, | ||||||
| Record Date: | Holders of record of IDACORP common stock at the close of business on March | |||||
| How to Vote: | Please vote your shares at your earliest | |||||
ida
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CONTENTS
PROXY STATEMENT HIGHLIGHTS
2021 Annual Meeting Information:
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| Telephone | ||||||||
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For registered holders, visitwww.proxypush.com/ |
For registered holders, call |
Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form. |
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| Summary Description of Voting Matters | Board Voting Recommendation | ||||
| 1. Election of | ü FOR each director nominee | ||||
| 2. Advisory resolution to approve our executive compensation | ü FOR | ||||
| 3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for | ü FOR | ||||
| Committee Memberships | |||||||||||||||
| Director | Corp. Gov. | ||||||||||||||
| Director Nominee | Since | Age | Independent | Audit | Compensation | and Nomin. | Executive | ||||||||
| Darrel T. Anderson | 2013 | 61 | © | ||||||||||||
| Thomas E. Carlile | 2014 | 67 | ü | ü | |||||||||||
| Richard J. Dahl | 2008 | 67 | ü | © | ü | ü | |||||||||
| Annette G. Elg | 2017 | 62 | ü | ü | |||||||||||
| Ronald W. Jibson | 2013 | 66 | ü | ü | |||||||||||
| Judith A. Johansen | 2007 | 60 | ü | ü | ü | ||||||||||
| Dennis L. Johnson | 2013 | 64 | ü | ü | |||||||||||
| Christine King | 2006 | 69 | ü | © | ü | ||||||||||
| Richard J. Navarro | 2015 | 66 | ü | ü | |||||||||||
© – Committee Chairperson
| Committee Memberships | |||||||||||||||||||||||
| Director Nominee | Director Since | Age | Independent1 | Audit | Compensation2 | Corp. Gov. & Nomin. | Executive2 | ||||||||||||||||
| Darrel T. Anderson | 2013 | 63 | |||||||||||||||||||||
| Odette C. Bolano | 2020 | 61 | ü | ü | |||||||||||||||||||
| Thomas E. Carlile | 2014 | 69 | ü | ü | |||||||||||||||||||
Richard J. DahlBC | 2008 | 69 | ü | © | ü | ||||||||||||||||||
| Annette G. Elg | 2017 | 64 | ü | ü | |||||||||||||||||||
| Lisa A. Grow | 2020 | 55 | © | ||||||||||||||||||||
| Ronald W. Jibson | 2013 | 68 | ü | ü | |||||||||||||||||||
| Judith A. Johansen | 2007 | 62 | ü | ü | ü | ||||||||||||||||||
| Dennis L. Johnson | 2013 | 66 | ü | ü | ü | ||||||||||||||||||
| Richard J. Navarro | 2015 | 68 | ü | © | ü | ||||||||||||||||||
Mark T. Peters3 | 2021 | 56 | ü | ||||||||||||||||||||
]ii
PROXY STATEMENT HIGHLIGHTS
Our executive compensation policy provides that between 35 percent and 75 percent of our executive officers’ total target compensation should be “at-risk”at-risk incentive compensation under the short-term and long-term incentive plans.
For 2018, over 75 percent of our President and CEO’s target compensation was “at risk.”
IDACORP, Inc. 2021 PROXY STATEMENT HIGHLIGHTS
iv
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üWe use a number of financial and operational performance metrics for |
Since our first advisory vote on executive compensation in 2011, IDACORP has received strong supportand have a policy that a significant percentage of our executives’ target compensation be at-risk
Please see Part 4 – “Executive Compensation” in this proxy statement for a more detailed discussion of our compensation programs.
PROXY STATEMENT IDACORP, Inc. PART 1 – INFORMATION ABOUT THIS PROXY STATEMENT | |||
| AND THE ANNUAL MEETING |
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INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
PROXY STATEMENT
IDACORP, Inc. – 1221 W. Idaho Street – Boise, Idaho 83702-5627
PART 1 – INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
3:00 p.m. (Mountain Time). Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your proxy card and voting authorization form and subsequent instructions that will be delivered to you via email.
Availability.
INFORMATION ABOUT THIS
| Proposal Number | Description of Proposal | Board Recommendation | Page Reference |
| 1 | Elect to the board of directors the nine nominees who are named in this proxy statement to serve until the 2020 annual meeting of shareholders, or until their successors are elected and qualified | FOR each director nominee | 16 |
| 2 | Advisory resolution to approve our executive compensation | FOR | 61 |
| 3 | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019 | FOR | 63 |
| Proposal Number | Description of Proposal | Board Recommendation | Page Reference | ||||||||
| 1 | Elect to the board of directors the eleven nominees who are named in this proxy statement to serve until the 2022 annual meeting of shareholders, or until their successors are elected and qualified | FOR each director nominee | 20 | ||||||||
| 2 | Advisory resolution to approve our executive compensation | FOR | 75 | ||||||||
| 3 | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021 | FOR | 77 | ||||||||
INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
meeting. Meeting Overview of Our Corporate Governance Practices incorporated by reference into this proxy statement. Lobbying Activities For the 2020 election cycle, we contributed approximately $68,000 to political action committees at all levels of government. Of that The related person transactions policy defines a “related person” as any: family. 2000 Long-Term Incentive and Compensation Plan. Share numbers exclude fractional shares. There were no stock options for IDACORP common stock outstanding as of March 19, 2021. Reports 69 69 : Hawaiian Electric Company 68 62 66 from 1983 to 2020. 68 The d 2020. direct compensation. Again, the compensation shown for 2016 through 2019 is for Mr. Anderson and the compensation shown for 2020 is for Ms. Grow. pay. a number of competencies, such as authenticity, building organizational talent, business savvy, compelling communication, courage, customer focus, emotional intelligence essentials, establishing strategic direction, executive presence, inspiring excellence, personal growth orientation, and safety leadership. While the general factors used for evaluation of those officers were the same, the evaluation under each category involved a review of more specific sub-factors relevant to each officer’s Each executive officer must also accomplish specific performance goals for each year, which the compensation committee reviews and evaluates in connection with its compensation decisions. In connection with the review of 2020 Early in maximum performance targets. purposes. Non-Base Rate Idaho Regulatory Settlement Stipulations 2020. incentive metric of IDACORP consolidated net income is focused on financial performance without regard to Idaho Power’s use of additional Units Restricted Stock Units See “ The table that follows shows the long-term incentive award opportunities recommended by the compensation committee and approved by our board of directors for Ms. Grow's percentage opportunities also increased in connection with her promotion to CEO and were effective as of January 1, 2020. Mr. Anderson’s change in control agreement included tax gross-up Values shown represent the change in actuarial present value of the accumulated benefit under the pension plan and the Senior Management Security Plans. Assumptions included a discount rate of 4.55% for 2018, 3.60% for 2019 and 2.80% for 2020; and use of the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with MP-2020 projection scale adjusted with an ultimate improvement rate of Analysis Time-vesting restricted stock units: Each NEO received an award of time-vesting restricted units equal to a percentage of his or her base salary in 2020. These units vest and are settled in shares in January 2023 if the NEO remains continuously employed with the company during the entire restricted period. Dividend equivalents are paid on the shares during the restricted period and are not subject to forfeiture. Analysis Shares for the period. Mr. Anderson's shares have been prorated based on his retirement date, and a portion of the restricted stock units were forfeited based on the portion of the performance period completed as of the date of his retirement as described below in Potential Payments Upon Termination or Change in Control. 2020 For Mr. Anderson, the information provided below describes actual payments and benefits received in connection with his retirement effective June 1, 2020. de minimis in 2020. to be provided, the proposed fee, and the business reasons for engaging the independent registered public accounting firm to provide the service. Upon approval by the chief financial officer, the general counsel, and the independent registered public accounting firm that the proposed engagement complies with the terms of the pre-approval policy and applicable laws, rules, and regulations, the request will be presented to the audit committee or the audit committee THE AUDIT COMMITTEE Richard J. 19, 2022. 7, 2021.20192021 is the only matter included in the proxy statement that is considered a discretionary matter. When a proposal is not discretionary and the brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that proposal. Those shares are considered “broker non-votes.” Please promptly follow the instructions you receive from your bank or broker so your vote can be counted.in person at the online Annual Meeting?Yes. Ifhold sharesparticipate in your own name as a shareholder of record, you may attend the online Annual Meeting and cast your vote at the meeting by properly completing and submitting a ballot. Ifvisiting www.proxydocs.com/IDA, you are the beneficial owner of shares held in street name, you must first obtain a legal proxy from your broker, bank, or other nominee giving you the right to vote those shares and submit that proxy along with a properly completed ballot at the meeting. Shareholders interested in attending in person must register by calling (800) 635-5406 prior to the close of business on May 15, 2019.What do I need to bring to be admitted to the Annual Meeting?In order to be admitted to the Annual Meeting, you must present proof of ownership of IDACORP common stock on March 26, 2019, the record date. This can be (a) a brokerage statement or letter from a bank or broker indicating ownership on the record date; (b) your Notice of Internet Availability; (c) a printout of your proxy distribution email (if you received your materials electronically); (d) your proxy card; (e) a voting instruction form; or (f) a legal proxy provided by your broker, bank, or nominee. If a shareholder desires to vote shares held in street name in person at the meeting, the shareholder must obtain a legal proxy in the shareholder’s name from the broker, bank, or other nominee who holds those shares in street name. Any holder of a proxy from a shareholder must present the proxy card, properly executed, and a copy of the proof of ownership. Shareholders and proxy holders must also present a form of photo identification such as a driver’s license. Shareholders interested in attending in person must register by calling (800) 635-5406 prior to the close of business on May 15, 2019. We may not admit anyone who does not present the foregoing, fails to register, or refuses to comply with our security procedures.Are shareholders who listen to the Annual Meeting through the live audio webcast deemed present at the Annual Meeting?Shareholders accessing the Annual Meeting through the live audio webcast will not be considered present at the Annual Meeting and will not be able to vote throughyour shares and submit questions during the webcast or ask questions.attendparticipate in the virtual meeting and wish to vote in person,online during the meeting, you may revoke your proxy by oral notice at that time. You may also revoke your proxy by mailing your written revocation to IDACORP’s corporate secretary at 1221West Idaho Street, Boise, Idaho 83702-5627. We must receive your mailed written revocation before the Annual Meeting for it to be effective.in persononline or by proxy, of a majority of the shares issued and outstanding and entitled to vote as of March 26, 2019,31, 2021, is required to constitute a “quorum.” The existence of a quorum is necessary in order to take action on the matters scheduled for a vote at the Annual Meeting. If you vote by Internet or telephone, or submit a properly executed proxy card, your shares will be included for purposes of determining the existence of a quorum. Proxies marked “abstain” and “broker non-votes” also will be counted in determining the presence of a quorum. If the shares present in persononline or represented by proxy at the Annual Meeting are not sufficient to constitute a quorum, the chairmanchair of the meeting or the shareholders may, by a vote of the holders of a majority of votes present in person or represented by proxy, without further notice to any shareholder (unless a new record date is set), adjourn the meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.IDACORP, Inc. 2019 PROXY STATEMENT3INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETINGProposalNumberProposal Number Vote Requirement Effect of Withholding, Abstentions and
Broker Non-Votes1 Our directors are elected by a plurality of the votes cast by the shares entitled to vote in the election of directors. No effect, though a “withhold” vote is relevant under our director resignation policy 2 The advisory resolution on executive compensation is approved if the votes cast in favor exceed the votes cast against the resolution. No effect 3 The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20192021 is approved if the votes cast in favor exceed the votes cast against ratification.Abstentions will have no effect; uninstructed shares are subject to a discretionary vote by a broker or other nominee Meeting.4IDACORP, Inc. 2019 PROXY STATEMENTINFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING$6,500 plus$6,500 plus out-of-pocket expenses. We will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries for their expenses in providing our proxy materials to beneficial owners.attendingparticipating in the Annual Meeting, please call our Shareowner Services Department at (800) 635-5406.
635-5406.IDACORP, Inc. 2019 PROXY STATEMENT5CORPORATE GOVERNANCE AT IDACORPPART 2 – CORPORATE GOVERNANCE AT IDACORP
ü Annual election of all directors ü Majority vote resignation policy for directors in uncontested elections ü Independent chairperson ü Compensation clawback policy ü 10 of our 12 current directors, and 9 of our 10 current directors, and 8 of our 911 director nominees, are independent ü Stock retention requirement for officers ü Regular board and committee executive sessions by non-management and independent directors ü Mandatory continuing education requirements for our directors ü Mandatory director retirement age of 72 ü No shareholder rights plan ü Stock ownership requirement for directors and officers ü Independent audit, compensation, and corporate governance and nominating committees ü Prohibition on hedging and pledging of securities for directors and officers ü Robust codes of conduct and ethics, reviewed by our board ü Annual self-evaluations of the board and committees ü Significant participation by the board in succession planning ü Board oversight of our cultural values of safety, integrity, and respect ü uncontested elections Compensation clawback policy Stock retention requirement for officersdirectors No shareholder rights plan Independent audit, compensation, and corporate governance and nominating committees Robust codes of conduct and ethics, reviewed by our directorsin succession planningBusiness StrategyPower’sPower's regulated utility operations are the primary driver of our operating results. Our board of directors regularly reviews our long-term strategy, which as of the date of this proxy statement is focused on the following areas and initiatives:
fair-priced,affordable, reliable service to its customers from diversified generation resources, with a continued commitment to strong, sustainable financial results and strong credit ratings.6IDACORP, Inc. 2019 PROXY STATEMENTCORPORATE GOVERNANCE AT IDACORPDirector Independence and Executive Sessionshas adoptedwith considerable focus from the corporate governance and nominating committee, is responsible for the oversight of our ESG initiatives that are determined by management to be material to the company's business and is informed at least quarterly by members of the company's ESG steering committee comprised of officers and business area experts of the goals, measures, and results of our ESG and sustainability programs. We publicly release annual ESG reports and the most current ESG report is located on Idaho Power’s website, together with other information on ESG issues relevant to Idaho Power. The ESG reports and related website content are not incorporated by reference into this proxy statement.policy, containedculture of safety, diversity, equity, and inclusiveness for all employees, and
Corporate Governance Guidelines (available atboard of directors approved an increased goal to reduce carbon emission intensity by 35 percent for the period from 2021-2025 compared with 2005.www.idacorpinc.com/governance/governance-documents), that
willis delegated and takes on specific roles in this oversight. The compensation committee is responsible for overseeing employee compensation and benefit plans and general labor issues. The audit committee is responsible for overseeing risk management, including compliance with the code of business conduct and physical security risks relating to employees. The corporate governance and nominating committee is responsible for overseeing risks associated with governance and social issues associated with employees as part of its ESG risk oversight function.composedtreated in a professional and respectful manner, and each of our employees has the responsibility to create and maintain such an environment. In furtherance of this core value, we post our "Our Commitment to Each Other" initiative on our website, which promotes an inclusive company environment as follows:majoritycompany we must be able to innovate and adapt, which only happens when we seek out and value diverse backgrounds, opinions and perspectives. Our collaborative environment thrives when we are engaged, feel we belong and are empowered to do our best work. We are a stronger company when we stand together and embrace our differences.independent directors. Thethe company's human capital management with our corporate values with respect to DEI. We strive to recruit and retain diverse talent from all backgrounds, instill an inclusive culture and strengthen programs that provide advancement opportunities for all. We have programs in place to encourage STEM participation, training to minimize bias and ensure a respectful and inclusive workplace, community outreach to underserved communities, and partnerships with multiple diversity-focused organizations. In 2020, we formed a DEI steering committee consisting of officers, senior managers, and other employees to help the company with its DEI initiative and efforts. We consider DEI to be an important component of our overall ESG program, and certain of our officers regularly provide information on those and other ESG efforts to our board of directors reviews annually the relationships that each director has with the company (either directly or as a partner, shareholder, or officerand board committees.an organization that has a relationship with the company). Following the annual review, only those directors who the boardDecember 31, 2020, 36 percent of directors affirmatively determines have no material relationship with the company and can exercise independent judgment will be considered independent directors, subject to additional qualifications prescribed under the listing standardsour senior management were women, 21 percent of the New York Stock Exchange and under applicable laws.All membersour officers were women, 45 percent of our board of directors are non-employees, except Darrel T. Anderson, who is our presidentwere women, and chief executive officer (“CEO”). The board of directors has determined that all membersone member of our board of directors other than Mr. Anderson,was racially or ethnically diverse.independentdesigned to attract, retain, and develop the highest quality employees. We believe we maintain a good relationship with our employees due to a strong safety culture, respectful and inclusive environment, opportunities for development, and competitive compensation and benefits. We regularly conduct employee engagement surveys to seek feedback from our employees on a variety of topics, including safety reporting, support for development, understanding of the company’s initiatives, communication, and being treated with respect and feeling valued. We share the survey results with employees, and senior management incorporates the results of the surveys in their action plans in order to respond to the feedback and improve employee relations. We achieved an 82 percent participation rate in the 2020 employee engagement survey with an overall 82 percent positive employee satisfaction score.all relevant factsthe categories of earnings, power system reliability, and circumstancescustomer satisfaction reflective of broad stakeholder interests and undereach employee's contribution.New York Stock Exchange listing standardsHuman Resources department, are designed to help employees achieve their career goals, build management skills, and lead their organizations.Corporate Governance Guidelines.Our non-employee directors meetemployees to support many charitable causes. This includes volunteer program engagement promoted by the company or employees. We also have an employee-led organization called the “Employee Community Funds,” which administers charitable contributions from employees; Idaho Power matches a portion of employee donations, which supplements the company’s separate charitable contributions.executive session at each regular meeting of the board of directors. Additionally, our independent directors meet separately in executive session periodically, andthat report is not less frequently than annually. The independent chairman of the board of directors presides at board meetings and at regularly scheduled executive sessions of independent and non-management directors.chairmanchair of the board of directors and CEO in 1999. Our CEO is responsible for leadership, overall management of our business strategy, and day-to-day operations, while our chairmanchair presides over meetings of our board of directors and provides guidance to our CEO regarding policies and procedures approved by our board of directors. Separating these two positions allows our CEO to focus on our day-to-day business and operations, while allowing the chairmanchair of the board of directors to lead the board of directors in its fundamental role of providing advice to, and independent oversight of, management. The board of directors recognizes the time, effort, and energy that the CEO is required to devote to his position, as well as the increasing commitment required of the chairmanchair position, particularly as the board of directors’ oversight responsibilities continue to grow.chairmanchair and CEO positions be separate, the board of directors believes for the reasons outlined above that having separate positions and having an independent director serve as chairmanchair is the appropriate leadership structure for the company at this time. The board of directors believes that this issue is part of the succession planning process and that it is in the best interests of the company for the board of directors to make a determination as to the advisability of continuing to have separate positions when it appoints a new CEO.
IDACORP, Inc. 2019 PROXY STATEMENT7CORPORATE GOVERNANCE AT IDACORP
policies.ESG issues. In fulfilling their respective responsibilities, the committees meet regularly with our officers and members of senior management, as well as our internal and external auditors. Each committee has full access to management, as well as the ability to engage and compensate its own independent advisors.be retiringcontinue to retire in the coming years. As a result, our board of directors is actively involved in monitoring our succession planning. The board of directors reviews the succession plans developed by members of senior management at least annually, with a focus on ensuring a talent pipeline at the officer level and for specific critical roles. We seek to ensure that our directors are exposed to a variety of members of our leadership team, and not just the senior-most officers, on a regular basis, through formal presentations and informal events. Our board of directors is also informed of general workforce trends, expected retirement levels or turnover, and recruiting and development programs, which is of particular importance given Idaho Power’s specialized workforce and recent high rate of employee retirements.fourfive meetings in 2018,2020, with all of our directors attending 100 percent of those meetings. Each director also attended 100 percent of the meetings of the committees in 20182020 on which he or she was a member in 2018,2020, with the exception ofMr. Johnson, who was absent from one director who attended three of the four (75 percent) meetings of the compensationaudit committee on which she is a member.meeting due to an illness in his family. Our Corporate Governance Guidelines provide that all directors are expected to attend our annual meeting of shareholders and be available, when requested by the chairmanchair of the board of directors, to answer any questions shareholders may have. All then-serving members of the board of directors attended our 20182020 annual meeting of shareholders.8IDACORP, Inc. 2019 PROXY STATEMENTCORPORATE GOVERNANCE AT IDACORP·charters for the audit committee, compensation committee, and corporate governance and nominating committee; and·Corporate Governance Guidelines, which address issues including the responsibilities, qualifications, and compensation of the board of directors, as well as board leadership, board committees, director resignation, and self-evaluation.Directors-CommitteesDirectors – Committees of the Board of Directors.”Although the corporate governance and nominating committee and the board of directors do not have a formal policy for considering diversity in identifying director nominees, weWe endeavor to have a diverse board representing diversewith a variety of attributes and experience at policy-making levels in business, finance, and accounting and in areas that are relevant to our business activities.activities, in addition to diversity with respect to gender, race, and ethnicity. We believe our director nominees bring a strong diversity of attributes and experiences to the board of directors as leaders in business, finance, accounting, regulation, and the utility industry as shown in the chart below.
IDACORP, Inc. 2019 PROXY STATEMENT9CORPORATE GOVERNANCE AT IDACORPchairmanchair and members of the committees with a view toward balancing the benefits derived from continuity against the benefits derived from the diversity of experience and viewpoints of the various directors.·at least one member of our audit committee be an “audit committee financial expert”;·our directors automatically retire immediately prior to the first annual meeting of shareholders after they reach age 72; and·a majority of board members be independent under our Corporate Governance Guidelines and applicable New York Stock Exchange listing standards.director’sdirector's contributions to our company, whether by accepting the resignation we will no longer be in compliance with any applicable law, rule, regulation, or governing document, and whether or not accepting the resignation is in the best interests of our company and our shareholders. Our board of directors will act upon the corporate governance and nominating committee’s recommendation within 90 days following certification of the shareholder vote and will consider the factors considered by the corporate governance and nominating committee and any additional information and factors as the board of directors believes to be relevant. We will publicly disclose the board of directors’ decision and rationale with regard to any resignation offered under the director resignation policy.experience.experience and diversity. As a utility company with operations predominantly in Idaho and Oregon, we believe it is important for our company and our local directors to be involved in and otherwise support local community and charitable organizations.10IDACORP, Inc. 2019 PROXY STATEMENTCORPORATE GOVERNANCE AT IDACORP·the candidate’s name, age, business address, residence address, telephone number, principal occupation, the class and number of shares of our voting stock the candidate owns beneficially and of record, a statement as to how long the candidate has held such stock, a description of the candidate’s qualifications to be a director, whether the candidate would be an independent director, and any other information you deem relevant with respect to the recommendation; and·your name and address as they appear on our stock records, the class and number of shares of voting stock you own beneficially and of record, and a statement as to how long you have held the stock.20202022 Annual Meeting of Shareholdersin Part 6 –- “Other Matters” in this proxy statement.·calling (866) 384-4277 if they have a concern to bring to the attention of the board of directors, our chairman of the board of directors, or our non-employee directors as a group; or·logging on towww.idacorp.ethicspoint.com and following the instructions to file a report if the concern is of an ethical nature.chairpersonchair or specific directors as appropriate, depending on the facts and circumstances of the communication. Communications may include the reporting of concerns related to governance, corporate conduct, business ethics, financial practices, legal issues, and accounting or audit matters. If a report concerns questionable accounting practices, internal accounting controls, or auditing matters, our general counsel will also forward your report to the chairmanchair of the audit committee. The acceptance and forwarding of communication to any director does not imply that the director owes or assumes any fiduciary duty to the person submitting the communication, all such duties being only as prescribed by applicable law.Environmental, Social,Governance Initiativesresponsible for the oversight of our environmental, social, and governance (“ESG”) initiatives and is regularly informed of the goals, measures, and results of our ESG and sustainability programs. We publicly released our inaugural sustainabilityrequired to report in May 2012 and have issued sustainability reports annually thereafter. On March 26, 2019, we announced our goal to achieve 100 percent clean energy by 2045. Other ESG initiatives include establishing responsible management goals to balance shareholder return and the company’s impact on the environment (such as the sustainability benefits from the Boardman to Hemingway transmission project, which includes integrating renewable energy generation and deferring the need for development of additional fossil-fueled resources); operational excellence in providing reliable, fair priced, and clean energy; continuing various environmental stewardship programs along the Snake River; engaging and empowering Idaho Power’s workforce (including succession planning at all levels, retirement planning education, and providing competitive pension benefits); promoting a culture of safety and inclusiveness for all employees; and building strong community partnerships for healthy economic development in Idaho Power’s service area, among other things. A few notable highlights of our ESG initiatives and accomplishments are illustrated below.IDACORP, Inc. 2019 PROXY STATEMENT11CORPORATE GOVERNANCE AT IDACORP
We generally publish our most current sustainability report on Idaho Power’s website,www.idahopower.com, together with other information on ESG issues relevant to Idaho Power. The sustainability reports and related website content are not incorporated by reference into this proxy statement.Political ContributionsOur board of directors reviews our politicallobbying expenditures; contributions to candidates, ballot measures and initiatives, trade and industry associations, and certain other organizations that may engage in activities involving legislative measuresmeasures; and elections. We engage with these organizationscontributions to elections to the corporate governance and individualsnominating committee for their review on a biennial, election-cycle basis. The corporate governance and nominating committee reviews our political contributions (including contributions to help support the communities that we serveIDA-PAC) and to help ensure a focus on initiatives that are in the interests of our shareholders, customers, and other stakeholders. We view our lobbying activities as political activity in supportefforts and updates the full board of our business interests. Our corporatedirectors on such activities.statestates in which we operate and the federal government, including requirements to provide disclosures of federal and state lobbying expenses, which are made publicly available by the various governmentalgovernment authorities to which we report.·officer, director, or director nominee of IDACORP or any subsidiary;·person known to be a greater than 5% beneficial owner of IDACORP voting securities;·immediate family member of the foregoing persons, or person (other than a tenant or employee) sharing the household of the foregoing persons; or·firm, corporation, or other entity in which any person named above is a partner, principal, executive officer, or greater than 5% beneficial owner, or where such person otherwise has a direct or indirect material interest.·transactions available to all employees generally;·the purchase or sale of electric energy at rates fixed in conformity with law or governmental authority;·transactions involving compensation, employment agreements, or special supplemental benefits for directors or officers that are reviewed and approved by the compensation committee; and·transactions between or among companies within the IDACORP family.12IDACORP, Inc. 2019 PROXY STATEMENTCORPORATE GOVERNANCE AT· of our company and the shareholders; and·if the transaction is on terms comparable to those that could be obtained in an arm’s-length dealing with an unrelated third party.Steven R. Keen, our and Idaho Power’s senior vice president, chief financial officer (“CFO”), and treasurer, is the brother of J. LaMont Keen, a former member of our board of directors who served until May 2018. Mr. Steven Keen is one of our “named executive officers” for 2018, and thus his compensation for 2018 is described in Part 4 – “Executive Compensation” in this proxy statement. The corporate governance and nominating committee and board of directors reviewed and approved the related person transaction,company and the compensation committeeshareholders; and board of directors reviewed and approved all elements of Mr. Steven Keen’s 2018 compensation.2018,2020, and thus his compensation for 20182020 is described in Part 4 –- “Executive Compensation” in this proxy statement. Idaho Power’s relationship with Perkins Coie, LLP began prior to Mr. Malmen’s employment with the companies and Ms. Malmen’s partnership at the law firm. In 2018,2020, Perkins Coie LLP was paid approximately $244,000$330,000 for legal services provided to IDACORP and Idaho Power. Ms. Malmen was not among the lawyers at Perkins Coie LLP who provided such legal services. This work2019,2021, the corporate governance committee and the board of directors reviewed, ratified, and approved the potential related party transaction involving Perkins Coie LLP.Jill Glenn, the spouse of Idaho Power’s Vice President of Corporate Services and Chief Information Officer, Jeffrey S. Glenn, was an employee of our company during 2018. Ms. Glenn received combined base salary and incentive compensation (inclusive of incentive compensation) from Idaho Power in excess of $120,000 in 2018. Ms. Glenn is not an officer of the company and her base salary and incentive compensation were consistent with amounts paid to Idaho Power employees in similar roles and the compensation committee and full board of directors approved the design and metrics of the incentive programs in which she participated in 2018. In February 2019, the corporate governance committee and the board of directors reviewed, ratified and approved the potential related party transaction involving Ms. Glenn.IDACORP, Inc. 2019 PROXY STATEMENT13CORPORATE GOVERNANCE AT IDACORP16, 2019,19, 2021, by our directors and nominees, by our named executive officers listed in the 2018 2020Summary Compensation Table included in Part 4 – “Executive Compensation” of this proxy statement, and by our directors and executive officers as a group. Under SEC rules, “beneficial ownership” for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days. This table does not take into account units held by the individuals. The beneficial owners listed have sole voting and investment power with respect to shares beneficially owned, including shares they own through the Idaho Power Company Employee Savings Plan and our Dividend Reinvestment and Stock Purchase Plan, except as to the interests of spouses or as otherwise indicated.Name of Beneficial Owner Title of Class Amount and
Nature of
Beneficial
Ownership1 Percent
of ClassNon-Employee Directors Thomas Carlile2 Common Stock 9,308 * Richard J. Dahl Common Stock 10,982 * Annette G. Elg Common Stock 3,662 * Ronald W. Jibson Common Stock 7,999 * Judith A. Johansen3 Common Stock 17,298 * Dennis L. Johnson4 Common Stock 8,831 * Christine King Common Stock 14,447 * Richard J. Navarro Common Stock 6,714 * Robert A. Tinstman5 Common Stock 24,668 * Named Executive Officers Darrel T. Anderson Common Stock 96,123 * Steven R. Keen Common Stock 11,416 * Lisa A. Grow Common Stock 14,997 * Brian R. Buckham Common Stock 2,486 * Jeffrey L. Malmen Common Stock 11,831 * All directors and executive officers as a group (19 persons)6 Common Stock 272,817 0.54% *Less than 1%.1Includes shares of common stock subject to forfeiture and restrictions on transfer granted pursuant to the IDACORP 2000 Long-Term Incentive and Compensation Plan. Share numbers are rounded to the nearest whole share. There were no stock options for IDACORP common stock outstanding as of March 16, 2019.2Includes 4,242 stock units and dividend equivalents for deferred annual stock awards. The deferred compensation is payable in stock upon separation from service from the board of directors.3Includes 17,298 stock units and dividend equivalents for deferred annual stock awards. The deferred compensation is payable in stock upon separation from service from the board of directors.4Includes 5,185 stock units and dividend equivalents for deferred annual stock awards. The deferred compensation is payable in stock upon separation from service from the board of directors.5Includes 13,813 stock units and dividend equivalents for deferred annual stock awards. The deferred compensation is payable in stock upon separation from service from the board of directors.6Includes 34,442 shares owned by five persons who are executive officers of Idaho Power but not of IDACORP.14IDACORP, Inc. 2019 PROXY STATEMENTAmount and Nature of Beneficial Percent Name of Beneficial Owner Title of Class of Class Non-Employee Directors Odette C. Bolano Common Stock 1,733 * Common Stock 11,964 * Richard J. Dahl Common Stock 9,445 * Annette G. Elg Common Stock 4,974 * Ronald W. Jibson Common Stock 10,942 * Common Stock 20,738 * Common Stock 11,577 * Christine King Common Stock 10,194 * Common Stock 9,545 * Mark T. Peters Common Stock 1,275 * Named Executive Officers Darrel T. Anderson Common Stock 121,502 * Lisa A. Grow Common Stock 22,250 * Steven R. Keen Common Stock 27,477 * Brian R. Buckham Common Stock 7,929 * Adam J. Richins Common Stock 4,312 * Jeffrey L. Malmen Common Stock 13,695 * Common Stock 310,310 0.61 % CORPORATE GOVERNANCE AT16, 2019.19, 2021.Name and Address of Beneficial Owner Amount and Nature of
Beneficial OwnershipPercent of Class BlackRock, Inc. 8,268,671116.4%12.7%52nd52nd StreetNew York, NY 10055 The Vanguard Group, Inc. 5,559,128211.03%10.58%100 Vanguard Blvd. Malvern, PA 19355 FMR LLC2,539,53135.039%245 Summer StreetBoston, MA 022101Based on a Schedule 13G/A filed on January 28, 2019, by BlackRock, Inc. BlackRock, Inc. reported sole voting power as to 7,840,112 shares and sole dispositive power as to 8,268,671 shares as the parent holding company or control person of BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors (beneficially owns 5% or greater of the outstanding shares reported); BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, and BlackRock (Singapore) Limited.2Based on a Schedule 13G/A filed on February 12, 2019, by The Vanguard Group, Inc. The Vanguard Group, Inc. reported sole voting power as to 61,026 shares, shared voting power as to 18,476, sole dispositive power as to 5,496,061 shares, and shared dispositive power as to 63,067 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 44,591 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 34,911 shares as a result of its serving as investment manager of Australian investment offerings.3Based on a Schedule 13G/A filed on February 13, 2019, by FMR LLC. FMR LLC reported sole voting power as to 158,050 shares and sole dispositive power as to 2,539,531 shares.Beneficial Ownership Reporting ComplianceOur directors, executive officers, and holders of more than 10 percent of our outstanding common stock are required by SEC rules to furnish us with copies of all Section 16(a) reports that they file. We file Section 16(a) reports on behalf of our directors and executive officers to report their initial and subsequent changes in beneficial ownership of our common stock. To our knowledge, based solely on aour review of copies of the reports we filed on behalf ofwith the SEC and written representations from our directors and executive officers and written representations from these persons that no other reports were required, and all reports were provided to us, all Section 16(a) filing requirements applicable to our directors, and executive officers, and holders of more than 10 percent of our common stock were complied with for 2018.
2020; except for the following transactions: Mr. Adelman, Mr. Anderson, Mr. Buckham, Mr. Malmen, Ms. Park, Ms. Griffin, Ms. Grow, Mr. Hanchey, Mr. Keen, Mr. Petersen, and Mr. Richins, each filed a late Form 4 on March 6, 2020 to report the grant of restricted stock unit awards on February 21, 2020; Mr. Adelman, Mr. Buckham, Mr. Malmen, Mr. Colburn, Ms. Griffin, Ms. Grow, Mr. Hanchey, Mr. Keen, Mr. Petersen, and Mr. Richins, each filed a Form 4 one day late on January 6, 2021 to report the vesting of previously reported restricted stock unit awards on January 1, 2021; and Mr. Anderson filed a late Form 4 on March 3, 2021 to report the vesting of a previously reported performance-based restricted stock unit award on February 19, 2021. The late filings were due to administrative oversight by the company.IDACORP, Inc. 2019 PROXY STATEMENT15PART 3 – BOARD OF DIRECTORS BOARD OF DIRECTORSRobert A. Tinstman,Christine King, will retire from the board of directors effective immediately prior to the Annual Meeting. After Mr. Tinstman’sMs. King's retirement, the board of directors will consist of 911 members. Upon the recommendation of our corporate governance and nominating committee, our board of directors has nominated the 911 individuals listed below to serve as directors. AllTen of the 11 nominees served as members of our board of directors during 2018.2020. Dr. Mark T. Peters joined the board of directors in February 2021. The nominees consist of eightnine independent directors, as defined by the rules of the New York Stock Exchange, our former President and CEO (Darrel T. Anderson, who retired as an officer effective June 1, 2020), and our current President and CEO (Darrel Anderson)(Lisa A. Grow, who was appointed to serve as President and CEO effective June 1, 2020).
Darrel T. AndersonAge:61Director Since:2013Committees:Executive
has beenwas the president and CEO of Idaho Power sincefrom January 2014 to June 2020 and president and CEO of IDACORP sincefrom May 2014.2014 to June 2020. He waswas previously the president of Idaho Power from 2014 to 2019, executive vice president –- administrative services and CFO of IDACORP from 2009 to 2014, president and CFO of Idaho Power from 2012 to 2013, and executive vice president –- administrative services and CFO of Idaho Power from 2009 to 2011. Mr. Anderson has also been employed in a number of other officer and senior management roles with IDACORP, Idaho Power, and its subsidiaries since 1996.Years:Years: NonePower’sPower's former president and CEO, Mr. Anderson provides the board of directors with real-time information on IDACORP’s and Idaho Power’s financial condition and operations. Through his long tenure at IDACORP and Idaho Power, he has developed a strong understanding and working knowledge of the companies’ industry and operations, strategy, regulatory environment, finance and external reporting, and administration. He also has a strong presence in our service area through his community and volunteer activities in Idaho.16IDACORP, Inc. 2019 PROXY STATEMENT
BOARD OF DIRECTORS
67NominatingNominating;Years:Years: None
67Audit; chairmanchair of the board of James Campbell Company, LLC, a privately held national real estate investment and development company, from 2010 to 2018 and continues to serve as a director. He also served as the president and CEO from 2010 to 2016. From March 2017 to September 2017, Mr. Dahl was interim CEO of Dine Brands Global, Inc. (“Dine”), which franchises and operates restaurants under the Applebee’s Grill & Bar and IHOP brands. He has served as a director of Dine since 2004, and currently serves as chairmanchair of the board. He was also formerly the chairmanchair of the board of International Rectifier Corp., a power management semi-conductor company, from 2008 through its sale in 2015. Mr. Dahl also previously served in a number of executive officer roles and as a director at Dole Food Company, Inc. and Bank of Hawaii Corp.Hawaiian Electric Company; Idaho Power CompanyYears:Years International Rectifier Corp.chairmanchair of the board of International Rectifier Corp. and as chairmanchair and an audit committee member of Dine’s board, as well as an audit committee member of Hawaiian Electric Industries, Inc., enables him to provide valuable experience to our board of directors and to our auditcorporate governance and nominating committee, for both of which he is the chairman.chair. Mr. Dahl has significant connections to the state of Idaho and is a former member of the board of the University of Idaho Foundation, Inc.IDACORP, Inc. 2019 PROXY STATEMENT17 and the Advisory Board of the College of Business and Economics. BOARD OF DIRECTORS
Annette G. ElgAge:62Director Since:2017Committees:Audit
Years:Years: Cascade Bancorptechnology,technology.
the Chairmana member of the Universityboard of Idaho Collegedirectors of BusinessSt. Luke's Health System, a not-for-profit organization, and Economics Advisory Board.on the Federal Reserve Board Bank of San Francisco, Salt Lake City Branch.
66Years:Years: Questar Corporation; National Fuel Gas Co.18IDACORP, Inc. 2019 PROXY STATEMENTBOARD OF DIRECTORS
60Years:Years Cascade Bancorp; : Pacific Continental Corporation
64Audithas beenwas the president and CEO andof United Heritage Mutual Holding Company from 2001 to 2020. He was a director of United Heritage Mutual Holding Company sincefrom 2001, and of United Heritage Financial Group and United Heritage Life Insurance Company since 1999.from 1999, through the end of 2020. Mr. Johnson has also held a number of other executive officer positions, including general counsel, with United Heritage Life Insurance Company since 1983.Years:Years: Cascade Bancorpiswas the president and CEO, and from his former position as the life insurance company’s general counsel. He also brings to the board of directors his knowledge of economics and finance and experience with employee benefits and auditing matters. Mr. Johnson’s long-standing ties to Idaho also provide an important connection to Idaho Power’s service area and allow him to offer insight into local, state, and regional issues where Idaho Power conducts business.IDACORP, Inc. 2019 PROXY STATEMENT19BOARD OF DIRECTORS
Christine KingAge:69Director Since:2006Committees:Compensation; ExecutiveProfessional Experience: Ms. King served as a director of QLogic Corp. from 2013 to 2016 and as executive chairman and chairman of the board from 2015 to 2016. Ms. King was the president and CEO and a director of Standard Microsystems Corporation, a silicon-based integrated circuits company, from 2008 to 2012; and CEO and director of AMI Semiconductor from 2001 to 2008.Current Public Company Directorships: Skyworks Solutions, Inc.; Idaho Power CompanyFormer Public Company Directorships in Past Five Years: Standard Microsystems Corporation; QLogic Corp; Cirrus Logic, Inc.Qualifications and Expertise as a Director: Ms. King brings a key element of business diversity to our board of directors with her advanced level of experience and success in the high-tech industry. Her experience from serving as the CEO and as a director of various technology companies, her knowledge of compensation design, and the knowledge and experience she gains from service on the boards of other public companies, provides important perspectives for our board of directors’ deliberations and for helping to shape our compensation design and philosophy.
66AuditYears:Years: Home Federal Bancorp, Inc.importantextensive background and insight into financial matters, allowing him to contribute significantly to finance, accounting, risk management, and capital markets matters.
20IDACORP, Inc. 2019 PROXY STATEMENTBOARD OF DIRECTORSCommittee MembershipsDirectorIndependent1AuditCompensationCorp. Gov.and Nomin.ExecutiveDarrel T. Anderson©Thomas E. CarlileüüRichard J. Dahlü©üüAnnette G. ElgüüRonald W. JibsonüüJudith A. JohansenüüüDennis L. JohnsonüüChristine Kingü©üRichard J. NavarroüüRobert A. Tinstman (BC)ü©ü(BC) – Board Chairperson© – Committee Chairperson1Independent according to New York Stock Exchange listing standards and our Corporate Governance GuidelinesCommittee Memberships Director Nominee Director Since Age Audit Compensation Corp. Gov. and Nomin. Darrel T. Anderson 2013 63 Odette C. Bolano 2020 61 ü ü Thomas E. Carlile 2014 69 ü ü 2008 69 ü © ü Annette G. Elg 2017 64 ü ü Lisa A. Grow 2020 55 © Ronald W. Jibson 2013 68 ü ü Judith A. Johansen 2007 62 ü ü ü Dennis L. Johnson 2013 66 ü ü ü 2006 71 ü © ü Richard J. Navarro 2015 68 ü © ü 2021 56 ü ·assists the board of directors in the oversight of the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications, independence, and performance of our independent registered public accounting firm and our internal audit department; and our major financial, regulatory, and security risk exposures;·discusses with our independent registered public accounting firm and our internal auditors the audit of, and opinion on, the company’s financial statements and our internal control over financial reporting, including the overall scope and plans for audits, and any other matters deemed appropriate;·is directly responsible for the appointment, compensation, retention, and oversight of the work of our independent registered public accounting firm, helping to ensure that the selection of the independent registered public accounting firm and its lead audit partner is in the best interests of the company and our shareholders;·prepares the audit committee report required to be included in the proxy statement for our annual meeting of shareholders; and·other responsibilities of the audit committee as are specified in its charter, available athttp://www.idacorpinc.com/governance/governance-documents.Mr. Dahl,Ms. Bolano, Ms. Elg, Mr. Johnson, and Mr. Navarro. Dr. Peters has been appointed to our audit committee effective May 1, 2021. All members of the audit committee are independent under our Corporate Governance Guidelines and applicable New York Stock Exchange listing standards, including the SEC’s audit committee member independence standards. The board of directors hasMr. Dahl, Ms. Elg, Mr. Johnson, and Mr. Navarroall of the members of the audit committee are “audit committee financial experts” as defined by the rules of the SEC. The board of directors has also determined that although Mr. Dahl currently serves on the audit committees of more than three public companies (IDACORP and its subsidiary Idaho Power, Hawaiian Electric Industries, Inc. and its subsidiary Hawaii Electric Company, and Dine Brands Global, Inc., which are each considered separate public companies as defined under New York Stock Exchange Rule 303A.07(a)), such simultaneous service will not impair Mr. Dahl’s ability to effectively serve on our audit committee. During 2018,2020, the audit committee met eight times.·review and approve corporate goals and objectives relevant to our CEO’s compensation;·evaluate our CEO’s performance in light of those goals and objectives;IDACORP, Inc. 2019 PROXY STATEMENT21BOARD OF DIRECTORS·either as a committee or together with the other independent directors, as directed by the board of directors, determine and approve our CEO’s compensation based on this evaluation;·make recommendations to the board of directors with respect to executive officer compensation, incentive compensation plans, and equity-based plans that are subject to board of director approval;·review and discuss with management the compensation discussion and analysis, and based on such review and discussion determine whether to recommend to the board of directors that the compensation discussion and analysis be included in our proxy statement for the annual meeting of shareholders;·oversee our compensation and employee benefit plans and practices; and·assist the board of directors in the oversight of risks arising from our compensation policies and practices.2018, the2020, the compensation committee retained Pay Governance, LLC (“Pay Governance”) for advice regarding executive officer compensation, primarily to provide the compensation committee with general compensation market information and trends, to review the structure of our compensation programs, and to provide insight and analysis to the compensation committee at committee meetings. Management and the compensation committee also reviewed data provided by Pay Governance in evaluating our compensation and benefit plans.committee��scommittee’s charter provides that the committee is required to consider factors bearing on the independence from management of the compensation consultant and whether the work performed by the compensation consultant will raise any conflict of interest. Although management may request services, the compensation committee must pre-approve the engagement of the consulting firm for any services to be provided to management. These services may not interfere with the consulting firm’s advice to the compensation committee.The chairpersonchair may pre-approve services between regularly scheduled meetings of the compensation committee. Pre-approval of services by the chairpersonchair must be reported to the compensation committee at its next meeting.Compensation” Compensation” in this proxy statement.2018,2020, the compensation committee met four times.20182020 has (a) served as one of our officers or employees or (b) any relationship requiring disclosure under Item 404 of the SEC’s Regulation S-K. None of our executive officers serve as a member of the board of directors or compensation committee of any other company that has an executive officer serving as a member of our board of directors or our compensation committee.·identifying individuals qualified to become directors, consistent with criteria approved by the board of directors;·selecting, or recommending that the board of directors select, the candidates for all directorships to be filled by the board of directors or by the shareholders;·developing and recommending to the board of directors our Corporate Governance Guidelines;·overseeing the evaluation of the board of directors and management; and·taking a leadership role in shaping our corporate governance.2018,2020, the corporate governance and nominating committee met four times. times.management.management and approval of financing transactions. The executive committee is composed of our CEO and the chairpersonschair of each of our other standing committees. During 2018,2020, the executive committee met once.22IDACORP, Inc. 2019 PROXY STATEMENT
once.BOARD OF DIRECTORS20182020 by each individual who served as an independent non-employeea director during 2018.Name
(a)Fees
Earned
or
Paid in
Cash
($)
(b)Stock
Awards
($)
(c)1Option
Awards
($)
(d)2Non-Equity
Incentive Plan
Compensation
($)
(e)Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(f)All Other
Compensation
($)
(g)Total
($)
(h)Darrel T. Anderson3 — — — — — — — Thomas Carlile 85,000 104,960 — — — — 189,960 Richard J. Dahl 104,500 104,960 — — — — 209,460 Annette G. Elg 87,000 104,960 — — — — 191,960 Ronald Jibson 81,000 104,960 — — — — 185,960 Judith A. Johansen 87,000 104,960 — — — — 191,960 Dennis L. Johnson 83,000 104,960 — — — — 187,960 J. LaMont Keen 31,250 104,960 — — — — 136,210 Christine King 94,000 104,960 — — — — 198,960 Richard J. Navarro 87,000 104,960 — — — — 191,960 Robert A. Tinstman 189,000 104,960 — — 42,7194 — 336,679 1This column reflects the grant date fair value of IDACORP common stock awarded to our non-employee directors measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 –Stock Compensation (“FASB ASC Topic 718”). The grant date fair value is based on the closing price of IDACORP common stock on the business day before the grant date. The grant date fair value for the awards included in this column for all non-employee directors is based on the closing price of IDACORP common stock on February 28, 2018, which was $81.05.2No options were awarded to directors in 2018. As of December 31, 2018, no member of the board of directors owned any stock options.3Employee directors do not receive fees or awards for service as a member of our board of directors. Mr. Anderson’s 2018 compensation as an executive officer is discussed in Part 4 – “Executive Compensation” in this proxy statement.4Includes above-market interest accrued on deferred fees. Also, excludes the aggregate decrease in actuarial present value of Mr. Tinstman’s accumulated benefit under the Idaho Power Company Security Plan for Directors, which was terminated on April 1, 2002, in the amount of $13,350.Name
(a)Fees
Earned
or
Paid in
Cash
($)
(b)
Awards
($)
(c)1
Awards
($)
(d)2Non-Equity
Incentive Plan
Compensation
($)
(e)Change in Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(f)Total
($)
(h)46,667 64 64,130 — — — — 110,797 Thomas Carlile 86,000 109,976 — — — — 195,976 Richard J. Dahl 199,000 109,976 — — — — 308,976 Annette G. Elg 92,000 109,976 — — — — 201,976 Ronald Jibson 87,000 109,976 — — — — 196,976 Judith A. Johansen 93,000 109,976 — — — — 202,976 Dennis L. Johnson 98,000 109,976 — — — — 207,976 Christine King 102,000 109,976 — — — — 211,976 Richard J. Navarro 109,000 109,976 — — — 1,000 219,976 Odette C. Bolano 30,667 36,594 — — — — 67,261 2018.2020. All directors of IDACORP also serve as directors of Idaho Power. The fees and other compensation shown in the table and discussed below are for service on both boards as well as for service on any subsidiary board. Employee directors receive no compensation for service on the boards.IDACORP, Inc. 2019 PROXY STATEMENT23BOARD OF DIRECTORSAnnual Director Compensation Amounts for 20182020Base Retainer $ 75,00080,000Audit committee 12,000 Compensation committee 6,0007,000 Corp. gov. and nom. committee 6,000 Executive committee 3,000 Additional Chair Annual Retainers: Chair of the board 100,000 Chair of audit committee 24,50014,000 Chair of compensation committee 16,00012,000 Chair of corp. gov. and nom. committee 14,00010,000 Annual Stock Awards 105,000110,000 1The Chairman of the Board does not receive base committee annual retainer fees.fee.fee (e.g. $80,000 x 5 = $400,000). A director is allowed five years from the later of April 1, 2015 and the date of the director’s initial election to meet these requirements. As of December 31, 2018,2020, all of our directors were in compliance with the guidelines. Once a director reaches the stock ownershipRetirement BenefitsEffective April 1, 2002, we terminated the Idaho Power Company Security Plan for Directors. At that time, current directors were entitled to their vested benefits under the plan as of January 15, 2002. The plan was a nonqualified deferred compensation plan that provided for retirement benefit payments. The maximum payment is $17,500 per year for a period of 15 years. Directors elected after November 1994 receive a single life annuity with a joint and survivor option. Benefits are paid to inside directors on the 10th day of the month after severance from service on the board of directors. Benefits are paid to non-employee directors on the 10th date of the month after the later of severance from service on the board or reaching age 65. During 2018, Mr. Tinstman, who was elected after November 1994, was the only director with vested benefits in the plan.24IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATIONexecutive officers, and primarily our named executive officers, or “NEOs.“NEOs,” including 2020 executive compensation programs and decisions. For 2018,2020, our NEOs were as follows (with their current titles)titles as of the date of this proxy statement):ü Darrel T. Anderson Former president and chief executive officer of IDACORP and chief executive officer of Idaho Power (Retired effective June 1, 2020) ü Lisa A. Grow President and CEO of IDACORP and Idaho Power (Effective June 1, 2020) ü Steven R. Keen Senior vice president CFO, and treasurerchief financial officer of IDACORP and Idaho PowerüLisa A. GrowSenior vice president and COO of Idaho Powerü Brian R. Buckham Senior vice president and general counsel of IDACORP and Idaho Power ü Adam J. Richins Senior vice president and chief operating officer of Idaho Power ü Jeffrey L. Malmen Senior vice president of public affairs of IDACORP and Idaho Power 20182020 Performance Highlights2018,2020, we achieved solid financial performance, made progress on our long-term projects, and continued to implement our strategic plans. Some of our specific accomplishments for the year are listed below.·We achieved our eleventh consecutive year of earnings growth.·We provided a 14 percent cumulative annual TSR over the past three years, including share price appreciation and dividends paid, ranking in the 63rd percentile among our peer companies in the EEI Utilities Index.·IDACORP received its second EEI Utilities Index award in the past three years for the best TSR performance among small cap utilities (market capitalization of less than $5 billion) over the past five years, measured as of September 30, 2018.·Our board of directors voted to increase the quarterly dividend, from $0.59 per share to $0.63 per share. We have increased our quarterly dividend a total of approximately 110 percent since the fourth quarter of 2011, reflecting our continued commitment to our previously adopted dividend policy.·Our customer count grew 2.3 percent.·Idaho Power ranked second in J.D. Power’s Electric Utility Residential Customer Satisfaction Study in its West Region Midsize segment for the second year in a row.·We reached milestones on key transmission projects as the U.S. Forest Service issued a record of decision on the siting of the Boardman-to-Hemingway project and the BLM issued a record of decision for the remaining transmission line segments of the Gateway West 500-kV transmission project.·We achieved our CO2emissions intensity reduction goal.·We reached several constructive regulatory settlements that were approved by the IPUC and OPUC related to recent income tax reform, the indefinite extension (with modifications) of the current earnings support and sharing mechanism, the prudence of certain HCC relicensing costs, and the treatment of costs incurred to join the Western EIM.
“at-risk”at-risk compensation to be earned, our company must achieve successful results over one- and three-year performance periods. As an executive’s levelOur executive compensation policy provides that our compensation for all executive officers should generally target incentive, at-risk compensation at 35 percent to 75 percent of responsibility increases, so does"total target direct compensation" (base salary plus short- and long-term incentive compensation at the target payout level).which weexceeded 50 percent. We believe alignsthat this structure provides the interestsappropriate balance between at-risk compensation tied to executive and corporate performance and base salary to promote executive retention. We also apply a policy that the more senior the executive officer's position, the greater the emphasis on long-term results and, therefore, on equity-based compensation. Accordingly, our CEO's compensation is typically weighted even more heavily toward long-term incentive compensation in the form of our executives who have the highest level of decision-making authority with the interests of our shareholders.equity. In “Our 20182020 NEO Compensation Design and Metrics” below, we have included a charttables to help illustrate the degree to which our NEOs’ compensation is performance-based and thus “at-risk.”IDACORP, Inc. 2019 PROXY STATEMENT25
at-risk.EXECUTIVE COMPENSATIONPractices We Use Practices We Avoid ü We tie our executives’ compensation to corporate performance, and over one-half of each of our NEOs’ target compensation is “at-risk”at-riskû We do not provide employment agreements to our executives ü Our compensation committee reviews and adjusts performance metrics annually û We do not permit the hedging or pledging of our securities by executives ü The compensation committee consists solely of independent directors and retains an independent compensation consultant û We restrict the purchase and sale of securities under an insider trading policy ü We require our officers to own specified minimum amounts of our stock û We discourage excessive or inappropriate risk-taking through our compensation design ü We impose stock retention obligations û We provide only limited perquisites ü We have a clawback policy that provides for the recovery of incentive compensation under certain circumstances û We do not provide dividends on performance-based compensation awards until they are vested ü We impose a cap on the amount of incentive compensation that may be paid û We do not award stock options ü We assess compensation and target incentive that is “at-risk”at-risk on an annual basisû We did not modify any of our incentive compensation targets in response to the COVID-19 pandemic ü 55th55th percentile of our peer group for long-term incentiveü We have a low burn rate on equity for incentive awards Practices We AvoidûWe do not provide employment agreements to our executivesûWe do not permit the hedging or pledging of our securities by executivesûWe restrict the purchase and sale of securities under an insider trading policyûWe discourage excessive or inappropriate risk-taking through our compensation designûWe provide only limited perquisitesûWe do not award stock optionsûWe do not provide dividends on performance-based compensation awards until they are vested26IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATION20182020 NEO Compensation Design and Metricsgeneraloverall design of our 20182020 executive compensation program remained largely unchanged from 2017.2019. Members of our management and our compensation committee continued to engage with our shareholders in 2020 to ensure our compensation plans, targets, and structure are well communicated and appropriate. Our 20182020 executive compensation program continued to provideprovided for fixed compensation (base salary) to promote retentionretention of our executives and at-risk compensation (short- and long-term incentive compensation) to help ensure our management team’s focus on our operational and financial performance. Our short-term incentive compensation is paid in cash, if earned, based on single-year performance. Our long-term incentive compensation is paid in IDACORP common stock, if earned, based on performance over a three-year period. The allocation of the “totaltotal target direct compensation” (base salary plus short- and long-term incentive compensation at the target payout level) mix for each of our NEOs for 20182020, effective as of January 1, 2020, is illustrated in the table that follows.
We set rigorous performance goals for our short- and long-term incentive compensation programs, and our compensation committee reviews them annually to help assure that payouts are only earned upon strong performance. The nature of the 2018 performance goals and their respective weightings for our short- and long-term incentive compensation followed the same plan structure used in 2017, as illustrated in the charts that follow (“CEPS” refers to cumulative earnings per share and “TSR” refers to relative total shareholder return).Short-Term Incentive (One-Year)Long-Term Incentive (Three-Year)
*Adjusted consolidated net income is calculated as consolidated net income minus additional accumulated deferred investment tax credits recorded for the year, if we used any, as more fully described below underNon-Base Rate Idaho Regulatory Settlement Stipulations.IDACORP, Inc. 2019 PROXY STATEMENT27EXECUTIVE COMPENSATIONBy using metrics tied to both operational and financial performance with goals set that are challenging in the context of past and anticipated future performance, as
chartstable above, our executives’ annual compensation can vary considerably depending on our actual performance in any period. This is what we refer to as the “at-risk”at-risk component of our executives’ compensation.Each year our compensation, committee establishes a threshold,which ranges between 58 percent to 77 percent of each NEO's total target and maximum performance level for each of our short- and long-term incentive plan goals. The compensation committee seeks to establish performance levels each year that assure the goals are realistic enough to be achievable yet difficult enough to incentivize outstanding performance. For our two short-term incentive operational goals of customer satisfaction and service reliability, we have either maintained or increased the target performance levels each year since the operational goals were first adopted in 2006. For our short-term incentive financial goal of adjusted consolidated net income (net income attributable to IDACORP), we have increased the target performance level significantly, from a target of $82 million in 2007 to $209 million in 2018. See “Short-Term Incentive Compensation” below in this Compensation Discussion and Analysis for a discussion of the methodology for our determination of adjusted consolidated net income for short-term incentive purposes.For our long-term incentive goal of CEPS, we have also increased the target performance level significantly, from $6.20 for the 2007-2009 performance period to $12.50 for the 2018-2020 performance period. Our other long-term incentive goal, TSR, is a relative goal, which, for grants made in 2018, continued to require 55th percentile performance versus our total shareholder return comparison group in order to be earned at target.CEO’sformer and current CEOs' actual compensation as described in the graph and TSR.
28IDACORP, Inc. 2019 PROXY STATEMENT
For 2016 through 2019, the graph reflects Mr. Anderson's compensation, and for 2020 the graph reflects Ms. Grow's compensation, effective as of January 1, 2020.EXECUTIVE COMPENSATION
CEO’sformer and current CEOs' actual compensation as described in the graph.
CEO’sformer and current CEOs' actual compensation, which excludes change in pension value, in the two “pay-for-performance” graphs above, whichto compare our CEO’sformer and current CEOs' pay, respectively, and our financial performance over the past five years. The change in pension value calculation is highly sensitive to discount rates on the date of calculation and does not reflect amounts actually paid to oura CEO in a given compensation year. For example, we recorded a $902,065$2,711,412 increase in CEOMs. Grow's pension value for 2018,2020, increasing his 2018her 2020 total compensation, as reported in the Summary Compensation Table, from $4,474,464$3,191,935 to $5,376,529. $5,903,347. This increase in pension value does not result in any current payment to our CEO,Ms. Grow, and our CEO’sMs. Grow’s pension value could change significantly in future years, before any pension payments are actually made, based on changes to the discount rate and the other factors discussed in footnote 2 to the Summary Compensation Table.The first pay-for-performance graph above shows our strong TSR growth over the 2014-2018 period. We provided a 14 percent cumulative annual total shareholder return over the past three years, including share price appreciation and dividends paid, ranking in the 63rd percentile among our peer companies in the EEI Utilities Index. This is further demonstration of our strong pay-for-performance results over the past three years.Summary of Our NEOs’ Total Target Direct Compensation Compared to Our Peers’ NEOsTo assist the compensation committee in establishing our NEOs’ compensation, we conduct extensive market benchmarking. The total target direct compensation (base salary plus target short- and long-term incentive compensation) of our NEOs for 2018, compared to the median total target direct compensation of each of the three designated data sets we used for benchmarking our NEO’s 2018 compensation, is summarized in the table that follows. Median Total Target Direct Compensation1 Executive 2018 Total Target Direct
CompensationPeer Group2 IOU Survey Data2 General Industry
Survey Data2Darrel T. Anderson $3,612,000 $3,337,150 $3,416,024 $4,744,099 Steven R. Keen $1,201,500 $1,156,668 $1,190,364 $1,588,349 Lisa A. Grow $1,268,250 $1,736,278 $1,317,987 $2,095,388 Brian R. Buckham $850,000 $921,677 $913,722 $1,190,833 Jeffrey L. Malmen $671,000 No data $616,548 $635,559 12017 compensation data increased 3 percent to reflect projected market compensation at January 1, 2018.2Descriptions of the Peer Group, IOU Survey Data, and General Industry Survey Data sets are included below.We have historically targeted a range of total target direct compensation for our executive officers of 85 percent to 115 percent of the market median (based on designated data sets) for each executive officer position. However, the compensation committee uses its judgment in assessing market data and may establish compensation levels above or below the targeted range depending on factors such as the officer’s experience, level of responsibility, and performance.IDACORP, Inc. 2019 PROXY STATEMENT29EXECUTIVE COMPENSATION·Manage officer compensation as an investment with the expectation that officers will contribute to our overall success.·Recognize officers for their demonstrated ability to perform their responsibilities and create long-term shareholder value.· in the markets in which we compete to attract and retain the qualified executives necessary for long-term success.·Be fair from an internal pay equity perspective.·Ensure effective utilization and development of talent by working in concert with other management processes, such as performance appraisal, management succession planning, and management development.·Balance total compensation with our ability to pay.How We Make Compensation DecisionsConsistent with prior years, our 2018 executive compensation decisions were made in the following four steps:(1)Conduct a general review of the components of executive compensation and industry practices and consider potential changes.(2)Analyze peer groups and market data to assess competitiveness of compensation and consider potential changes.(3)Review total compensation structure, internal pay equity analysis, and the allocation of various forms of compensation.(4)Review organizational results and individual executive officer performance, responsibility, and experience to determine compensation levels and opportunities for each executive officer.Rolemarkets in which we compete to attract and retain the qualified executives necessary for long-term success.the Compensation Consultant and Managementtalent by working in Establishing Executive CompensationThe compensation committee, our compensation consultant,concert with other management processes, such as performance appraisal, management succession planning, and management all participate in the process of setting executive compensation. Thedevelopment.committee has primary responsibility for determining the compensation providedwith our ability to our executive officers. In making its determinations, the compensation committee receives information and advice from its independent compensation consultant and from management. Once the compensation committee deliberates privately as a committee and develops a recommendation, it presents the recommendation to the full board of directors for approval.The compensation committee retained Pay Governance for advice regarding executive officer compensation for 2018. The primary roles of the compensation consultant during 2018 included providing the compensation committee with information on the general compensation market and trends, reviewing the structure of our compensation programs, and providing insight and analysis on compensation levels and compensation design to the compensation committee. During 2018, Pay Governance did not provide services to us beyond its advice regarding executive officer and director compensation, as directed by the compensation committee. In connection with its retention of Pay Governance as an advisor, the compensation committee assessed the independence of the compensation consultant and determined that the compensation consultant was independent. On an annual basis in connection with the execution of an engagement agreement, the compensation committee has evaluated whether the services to be performed by the compensation consultant would raise any conflicts of interest and determined that no such conflicts of interest existed.Our executive officers are also involved in the process of reviewing executive compensation. Our CEO and other executives review and comment on the market compensation data, including the make-up of the various peer groups, develop proposed compensation levels for officers that report to them, and review and recommend to the compensation committee performance goals and goal weightings for our incentive plans. Our CEO performs and delivers to the compensation committee an evaluation of the performance of other executive officers and a self-evaluation. In addition, our CEO, CFO, and other members of management regularly attend compensation committee meetings at the invitation of the compensation committee chair.30IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATIONüBreadth – include companies that are philosophically relevantüNature and complexity of the business– take into account each company’s portfolio and markets, and seek companies that derive at least 70 percent of revenues from regulated operationsüScope – reflect an appropriate range of revenues and market capitalizationüEase of administration – ensure availability of valid and reliable data (e.g., SEC filings)üSize – include a sufficient number of companies to provide robust data and mitigate volatility20182020 compensation, as in prior years, the compensation committee reviewed survey data for three separate sets of companies, described below, for each executive officer (where data was available). It then reviewed whether each element of compensation, and the total target direct compensation, for each of our executive officers was within the targeted range (85 percent to 115 percent of the median of each data set).20182020 executive officer compensation were:Sources:Sources: Willis Towers Watson’s 20172019 annual private survey of corporate executive compensation, with the following three subsets of companies:Peer Group Comprised of comparable utilities, as determined by the compensation committee; these are the same companies we use for the public survey data source, listed below IOU Survey Data Comprised of all participating investor-owned utilities, regressed to $1.7$1.75 billion in annual revenuesrevenues*General Industry Survey Data Comprised of all participating general industry companies, regressed to $1.7$1.75 billion in annual revenuesrevenues*$1.37$1.35 billion in 2018.2020. We used the $1.7$1.75 billion annual revenue figure for our peer compensation comparisons to adjust for the fact that Idaho Power’s relatively low customer rates understate our annual revenues compared to electric utilities of similar scope that charge higher rates. The $1.7$1.75 billion annual revenue figure is intended to reflect what Idaho Power’s annual revenues would be if Idaho Power charged average customer electricity rates. In May 2017,2019, our analysis showed that average U.S. retail electricity rates over the 2014-20162016-2018 period were 33%32% higher than Idaho Power’s average retail electricity rates over the same period. We added the same 33%32% differential to our average annual revenues over the 2014-20162016-2018 period and this increased Idaho Power’s annual revenues from approximately $1.27$1.33 billion to approximately $1.7 billion. Idaho Power’s annual revenues would have been adjusted even higher, to $1.9 billion, if we had added the 33% rate differential to our actual 2018 revenues of $1.37$1.75 billion. To determine average U.S. electricity rates, we used the “EEI Typical Bills and Average Rates Report-SelectReport - Select American Cities.” When identifying compensation peer groups, if Idaho Power’s lower customer rates and resulting lower annual revenues are not factored in, comparison groups would have lower annual revenues than our comparison groups, typically with lower CEO compensation levels.Source: 2017Source: 2019 public proxy statement compensation data from a designated peer group of companies, listed below (the same companies included in the Peer Group).The names of the companies included in the IOU Survey Data set and the General Industry Survey Data set are listed in Appendix A to this proxy statement. and the compensation committee, and compensation consultant worked together in developing and approving the Peer Group, based in part on data provided by the compensation consultant.Group. The companies in the Peer Group and used for our survey and public proxy data for purposes of establishing 20182020 compensation included the following:*following*:Allete Inc. Great Plains Energy Inc.PNM Resources, Inc.Alliant Energy CorporationHawaiian Electric CompanyPortland General Electric Co.Atmos Energy CorporationNorthwestern CorporationSpire Inc.Avista Corp.OGE Energy Corp.Westar Energy, Inc.Black Hills CorporationONE Gas Inc.El Paso Electric Co. Pinnacle West Capital Corp. Alliant Energy Corporation Hawaiian Electric Company PNM Resources, Inc. *The changes to the Peer Group, compared to the prior year, were the removal of Cleco Corporation, Questar Corporation, and Teco Energy, Inc., and the addition of Atmos Energy Corporation. Cleco Corporation, Questar Corporation and Teco Energy, Inc. were removed from the Peer Group due to mergers with other companies. Atmos Energy Corporation was added to the Peer Group because it fit within our Peer Group parameters following the sale of a portion of its unregulated business.Northwestern Corporation Portland General Electric Co. IDACORP,Avista Corp.OGE Energy Corp. Spire Inc. 2019 PROXY STATEMENTBlack Hills Corporation 31ONE Gas Inc.
*The changes to the Peer Group, compared to the prior year, were the removal of Great Plains Energy Inc. and Westar Energy, Inc. due to the merger of those two companies.EXECUTIVE COMPENSATIONareis not as broad or detailed as the private survey data, the compensation committee used the public proxy compensation data as a secondary data source to provide general confirmation of the compensation levels for our NEOs. For purposes of compiling the market compensation information, each NEO’s role is matched to a comparable position at the peer companies, as applicable.officer’sofficer's compensation should align relative to the market level.20182020 total target direct compensation amounts.amounts, based on Mr. Anderson's total target direct compensation as CEO during 2019.Officer Comparison Set Internal Pay Ratio –2018- 2020 Total Target Direct CompensationCEO to senior vice presidents 3.79x3.70xCEO to pay grade S-3 senior managers 13.95x14.96xCEO to all senior managers 15.93x17.77x20182020 were necessary, though it did make some adjustments as described below. In making this determination, the compensation committee relied on its subjective judgment.Allocation of Compensation – Policy to Emphasize At-Risk CompensationOur executive compensation policy provides that our compensation for all executive officers should generally target incentive, at-risk compensation at 35 percent to 75 percent of total target direct compensation. For 2018, the percentage of total target direct compensation for each of the NEO’s that was comprised of short- and long-term incentive compensation at target exceeded 50 percent.We believe that this structure provides the appropriate balance between at-risk compensation tied to executive and corporate performance and base salary to promote executive retention. We also apply a policy that the more senior the executive officer’s position, the greater the emphasis on long-term results and, therefore, on equity-based compensation. Accordingly, our CEO’s compensation is typically weighted more heavily toward long-term incentive compensation in the form of equity compared to our other executive officers’ compensation.Consideration of the Results of the Shareholder Advisory Votes on Executive CompensationAt each annual meeting from 2011 through 2018, over 93 percent of shareholder votes cast were cast in favor of our executive compensation program. At the 2018 annual meeting, over 96 percent of votes cast were cast in favor of our executive compensation programs. These consistent voting results were an important indicator to management, the compensation committee, and the board of directors of investor support of our executive compensation philosophy, policies, and practices. Based in part on this indicator, we did not significantly alter our 2018 compensation program design and it continued to reflect our pay-for-performance philosophy. Our investors have not expressed concerns to us about our executive compensation policies and practices. We have noted in our discussions with investors that our short-term incentive grants provide an incentive for to preserve additional accumulated deferred investment tax credits (see “Non-Base Rate Idaho Regulatory Settlement Stipulations” below), and investors and analysts have generally expressed support for this approach.Impact of Tax and Accounting Treatment on Compensation DecisionsThe compensation committee may consider the impact of tax and/or accounting treatment in determining compensation. Until the enactment on December 22, 2017 of the tax reform act generally referred to as the “Tax Cuts and Jobs Act,” Section 162(m) of the Internal Revenue Code placed a limit of $1,000,000 on the amount of compensation paid to certain officers that we could deduct as a business expense in any tax year unless, among other things, the compensation qualified as performance-based compensation, as that term was used in Section 162(m). The compensation committee was permitted to structure certain compensation programs in a manner intended to allow compensation to be fully deductible under Section 162(m), but retained the flexibility and discretion to award compensation, whether or not deductible. This flexibility was necessary to foster achievement of performance goals established by the compensation committee, as well as other considerations important to our success, such as encouraging employee retention and rewarding achievement of key corporate goals. The Tax Cuts and Jobs Act eliminated
Inc. 2021 PROXY STATEMENT 4232IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATIONthe performance-based compensation exemption under Section 162(m), except that the exemption will continue to apply to remuneration provided pursuant to a written binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. Given the timing of the enactment, the compensation committee did consider the potential impact of the lost deduction when determining compensation for 2018. However, this consideration did not materially change the compensation committee’s executive compensation decisions.Section 409A of the Internal Revenue Code imposes additional income taxes for certain types of deferred compensation if the deferral does not comply with Section 409A. We administer our compensation plans and arrangements affected by Section 409A with the objective of not triggering any additional income taxes under Section 409A.officer’sofficer's level of experience and time in the role, responsibility, and individual performance to determine where the executive officer’sofficer's base salary and target incentive compensation should be relative to the compensation of peers. For 20182020 compensation determinations, the evaluation of Mr. Anderson, our CEO during 2019, covered the following categories:Strategic CapabilityPerformance·Strategic Capability Performance ● Vision –- builds and articulates a shared vision· Strategy – develops a sound, long-term strategy· Implementation – ensures successful implementation; makes timely adjustments when external conditions change·●Financial –- financial performance meets or exceeds plan and is competitive relative to industry peers·● Strategy - develops a sound, long-term strategy ● Relationships –- builds and maintains relationships with key stakeholders·● Implementation - ensures successful implementation; makes timely adjustments when external conditions change ● Leadership –- dynamic, decisive, strong confidence in self and others; demonstrates personal sacrifice, determination, and courage·● Operational –- establishes performance standards and clearly defines expectations·● Succession –- develops and enables a talented team·● Compliance –- establishes strong auditing and internal controls and fosters a culture of ethical behavior20182020 compensation, the evaluation of all our NEOs including our CEO, covered the following competencies:· authenticity· executive presence· building organizational talent· business savvy· compelling communication· inspiring excellence· courage· emotional intelligence essentials· personal growth orientation· establishing strategic direction· customer focus· safety leadershipposition,posour CEO’sMr. Anderson's performance, the compensation committee received input from the full board of directors.2018201820182020 included the following elements:·Base salary·Annual cash incentive awards·Long-term (three year) equity incentive awards·Other benefits, such as health and welfare, retirement and 401(k) plans, and limited perquisitesIDACORP, Inc. 2019 PROXY STATEMENT33EXECUTIVE COMPENSATIONofficer’sofficer's specific responsibilities and experience, and individual and company performance.2018,2020, the compensation committee reviewed the base salary market data from the market compensation analysis. This included a comparison of each NEO’sNEO's current base salary with the median from each of the three data sets for that position (where data was available). As a component of determining appropriate 20182020 base salaries (as well as other elements of compensation), the compensation committee also reviewed the 20172019 performance evaluations for each NEO, internal pay equity among the NEOs, and the company’s overall performance during 2017.2019. Based on its review and analysis of this information, in February 20182020 the compensation committee recommended, and the board of directors approved, the NEO base salaries for 20182020 shown in the table that follows:Executive 2018 Base Salary % Increase from 2017 Base Salary1 Darrel T. Anderson $860,000 7.5% Steven R. Keen $445,000 6.0% Lisa A. Grow $445,000 11.3% Brian R. Buckham $340,000 13.3% Jeffrey L. Malmen $305,000 3.4% 1Represents the increase relative to the amount of annual base salary in effect as of year-end 2017.Executive Darrel T. Anderson $930,000 3.3% Lisa A. Grow $675,000 14.4% Steven R. Keen $480,000 3.7% Brian R. Buckham $400,000 3.9% Adam J. Richins $400,000 14.3% Jeffrey L. Malmen $335,000 4.7% 20182020 for the NEOs reflected, in large part, strong individual and company performance in 2017, and for officers with recent position changes, their progression in their new or expanded roles as described below.2019. The base salary increases were also intended to further our efforts to achieve compensation amounts more closely aligned with the median of our peers.·Mr. Anderson continued to drive strong financial results, including a tenth consecutive year of earnings growth, and increased shareholder returns. He also led the company in developing and advancing new strategic initiatives, and worked to strengthen the company’s relationships with key stakeholders and our community.·Mr. Keen helped maintain strong financial performance by overseeing our capital and treasury activities and cash management, representing the company’s financial interests to the investment community, and continuing to champion the company’s optimization efforts targeted at controlling operations and maintenance expenses and preserving the value of Idaho Power’s regulatory mechanisms in Idaho and Oregon.·Ms. Grow became chief operating officer of Idaho Power in 2017 and led several successful initiatives, including implementing the company’s new business development organization, driving leadership development within operations in support of the company’s succession plan, managing oversight of our long-term resource planning process and our carbon emission reduction strategy, and expanding and enhancing our customer offerings and experience initiatives.·Mr. Buckham, our general counsel, was promoted to senior vice president in 2017, and continued to transform and enhance our enterprise risk management program and the company’s approach to compliance. He also continued the enhancement of the company’s client-service based model and effectiveness for the legal, compliance, risk, and physical and cyber security functions, and the optimization of programs and expenditures in those areas. Mr. Buckham’s base salary was well below the median for peer groups in 2017, despite his broad responsibilities, and was increased for 2018 to help achieve progress toward better alignment with our peers.·Mr. Malmen continued to provide significant contributions and insights into the political and public affairs affecting our company and identified opportunities for company leaders to enhance their interactions with political stakeholders. Mr. Malmen also led several notable productive regulatory filings in support of our financial and operational goals and led major customer outreach and communication initiatives aimed at enhancing Idaho Power’s brand.34IDACORP, Inc. 2019 PROXY STATEMENT
peers, more significantly for Ms. Grow's and Mr. Richin's base salaries, which were well below the median for peer groups in 2019. Ms. Grow's base salary increase also reflects her promotion to CEO and President of IDACORP and Idaho Power in 2020. The increase was effective as of January 1, 2020, as Ms. Grow shared many CEO responsibilities with Mr. Anderson throughout the first half of 2020.EXECUTIVE COMPENSATION2018,2020, the compensation committee retained the same short-term incentive goal structure as was used in 2017, described below. While2019, as follows:continued to consider whether additional or alternative metrics would be appropriate,believes that the compensation committee determined that operational goals of customer satisfaction and service reliability and the financial goal of IDACORP adjusted consolidated net income currently provide effective measures ofgoal provides the most important overall performancemeasure of our company for incentive purposes. Thefinancial performance, and thus the compensation committee also retainedgave it the same weightingsgreatest weighting. This goal aligns management and shareholder interests by motivating our executive officers to increase earnings for the incentive goals as in 2017 – 15 percent for customer satisfaction, 15 percent for service reliability, and 70 percent for adjusted consolidated net income. Following is a more detailed descriptionbenefit of the 2018 short-term incentive performance goals:·shareholders. Customer Satisfaction – The customer satisfaction goal focuses on our relationship with and service to our customers. We measure customer satisfaction through quarterly surveys conducted by an independent survey firm. The survey data covered five specific performance qualities: overall satisfaction, quality, value, advocacy, and loyalty.·Service Reliability – The service reliability goal is intended to focus executive officers on Idaho Power’s system reliability and its impact on the company’s relationship with its customers. We measure this goal by the number of interruptions greater than five minutes in duration experienced by Idaho Power’s metered general customers over the course of the year.·Adjusted Consolidated Net Income – Our compensation committee believes that the IDACORP adjusted consolidated net income goal provides the most important overall measure of our financial performance, and thus the compensation committee gave it the greatest weighting. This goal aligns management and shareholder interests by motivating our executive officers to increase earnings for the benefit of shareholders.2018,2020, the compensation committee set the specific performance targets for each goal, based on three levelsgoal. See “performance:the compensation committee’s analysis with respect to the 2020 threshold, target and maximum. For 2018, the compensation committee:·Maintained the same customer satisfaction goals as in 2017, based on its review of the potential impact of customer-facing initiatives in-process and historical customer satisfaction metrics;·Maintained the same performance levels for the service reliability goals as in 2017, based on its review of historical performance and factors likely to impact reliability; and·Established more challenging adjusted consolidated net income performance goals at all levels compared to 2017, based on historic net income levels and its review of forecasted financial information. Our 2018 target net income goal of $209 million was lower than our then-record 2017 actual net income of $212.4 million, but we established the 2018 target goal at a level higher than our 2017 target goal as well as our internal net income expectations for 2018. We were able to exceed our 2017 and 2018 target net income goals due to strong financial performance both years, and we stretched our short-term incentive net income goal even further beyond the 2018 target for 2019.20182020 threshold, target, and maximum performance targets for each short-term incentive performance goal and the qualifying payout multiplier for each target. We use linear interpolation for achievement betweenwithin the performance levels specified. The short-term cash incentive award opportunities are calculated by multiplying base salary by the product of the approved incentive percentage and the qualifying multiplier for each goal. The table also shows the actual 20182020 performance results for all three performance goals.goals, resulting in a payout of approximately 158.9 percent of target. We have not reached the maximum level payout under the Executive Incentive Plan in over 15 years. The Executive Incentive Plan under which the short-term awards are made to executives does not permit the payment of awards if therethere is no payment of awards under the Employee Incentive Plan (which uses the same metrics and performance levels, with different weightings) or if IDACORP does not have net income sufficient to pay dividends on its common stock. Neither of these restrictions applied for 2018.IDACORP, Inc. 2019 PROXY STATEMENT35
2020.IDACORP Short-Term Incentive Metrics Performance Goal Performance Levels Qualifying Multiplier 2020 Actual Results Customer Satisfaction - Customer Relations Index Score Threshold: 82 % 7.5 % Target: 84.5 % 15 % 86% Maximum: 86.5 % 30 % Service Reliability - Number of Outage Incidents Threshold: ≤1.60 7.5 % Target: ≤1.35 15 % 1.23 Maximum: ≤1.15 30 % 2020 Adjusted Net Income Attributable to IDACORP (in Threshold: $211 35 % Target: $233 70 % $237.4 Maximum: $241 140 % EXECUTIVE COMPENSATION IDACORP Short-Term Incentive Metrics Performance Goal Performance Levels Qualifying
Multiplier 2018 Actual
ResultsCustomer Satisfaction – Customer Relations Index Score Threshold: 81.5% 7.5 % Target: 83.0% 15.0 % 86.3% Maximum: 85.0% 30.0 % Service Reliability – Number of Outage Incidents Threshold: ≤1.70 7.5 % Target: 1.45 15.0 % 1.07 Maximum: ≤1.20 30.0 % 2018 Adjusted Net Income Attributable to IDACORP (in millions)1 Threshold: $189 35.0 % Target: $209 70.0 % $226.8 Maximum: $229 140.0 % 1See“Non-Base Rate Idaho Regulatory Settlement Stipulations” below in this Compensation Discussion and Analysis for a discussion for short-term incentive purposes.Our short-term incentive compensation is payable as a specified percentage of the NEO’s base salary for target level performance, with one-half this percentage payable for threshold performance and twice the percentage payable for maximum performance. We use linear interpolation for achievement within the performance levels specified. For 2018, we increased the percentage of base salary payable for short-term incentive over 2017 levels for Ms. Grow from 60 percent to 65 percent at target. In making its decision, the compensation committee based its review on market compensation and Ms. Grow’s individual performance.20182020 short-term incentive award opportunities for the NEOs recommended by the compensation committee and approved by the board of directors, as well as the 20182020 short-term incentive awards earned by our NEOs based on actual performance results for 2018. IDACORP Short-Term Incentive Award Opportunity Levels Executive Threshold1 Target1 Maximum1 2018 Award Earned Darrel T. Anderson % of Base Salary: 50% 100% 200% Dollar Amount: $430,000 $860,000 $1,720,000 $1,649,343 Steven R. Keen % of Base Salary: 30% 60% 120% Dollar Amount: $133,500 $267,000 $534,000 $512,332 Lisa A. Grow % of Base Salary: 32.5% 65% 130% Dollar Amount: $144,625 $289,250 $578,500 $554,065 Brian R. Buckham % of Base Salary: 25% 50% 100% Dollar Amount: $85,000 $170,000 $340,000 $325,431 Jeffrey L. Malmen % of Base Salary: 25% 50% 100% Dollar Amount: $76,250 $152,500 $305,000 $292,888 12020. The short-term cash incentive award opportunities are calculated by multiplying base salary by the product of the approved incentive percentage and the qualifying multiplier for each goal. The amounts earned are based on actual base salary paid in 2020. For 2020, we increased the percentage of base salary payable for short-term incentive over 2019 levels for Ms. Grow from 90 percent to 100 percent at target, and for Mr. Buckham and Mr. Richins from 50 percent to 60 percent at target. In making its decisions, the compensation committee based its review on market compensation and the individuals' performance. Ms. Grow's percentage opportunities also increased in connection with her promotion to CEO and were effective as of January 1, 2020. IDACORP Short-Term Incentive Award Opportunity
LevelsExecutive 2020 Award Earned % of Base Salary: 50% 100% 200% Dollar Amount: $465,000 $930,000 $1,860,000 $680,214 Lisa A. Grow % of Base Salary: 50% 100% 200% Dollar Amount: $337,500 $675,000 $1,350,000 $1,108,633 Steven R. Keen % of Base Salary: 30% 60% 120% Dollar Amount: $144,000 $288,000 $576,000 $474,610 Brian R. Buckham % of Base Salary: 30% 60% 120% Dollar Amount: $120,000 $240,000 $480,000 $395,478 Adam J. Richins % of Base Salary: 30% 60% 120% Dollar Amount: $120,000 $240,000 $480,000 $394,194 Jeffrey L. Malmen % of Base Salary: 25% 50% 100% Dollar Amount: $83,750 $167,500 $335,000 $275,936 base salary to be awarded, assuming achievement of the relevant performance level. –2018,2020, the compensation committee made an adjustment to the methodology for determining consolidated net income for short-term incentive purposes, to adjust for the impact of the tax credit component of a settlement stipulation approved by the IPUC in December 2011. In October 2014, the IPUC issued an order approving an extension (with modifications) of the terms of thea December 2011 Idaho settlement stipulation for the period from 2015 through 2019, (“October 2014 Idaho Settlement”), which stipulation the IPUC extended indefinitely in May 2018 as part of a proceeding related to federal and state tax reform (collectively, “Idaho(“Idaho Settlements”). Under the terms of the Idaho Settlements, if Idaho Power’sPower's annual return on year-end equity in the Idaho jurisdiction (“Idaho ROE”) in any year2020 or later is less than 9.59.4 percent, then Idaho Power may amortize up to $25 million of additional accumulated deferred investment tax credits (“ADITC”("ADITCs" or "Tax Credits") to help achieve a 9.59.4 percent Idaho ROE for that year, and may amortize up to a total of $45 million of additional ADITC over the 2015 through 2019 period.ADITCs. The more specific terms and conditions of the Idaho Settlements including modifications applicable after 2019, are described in Note 3-”Regulatory Matters”3 - "Regulatory Matters" to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2018.9.59.4 percent, by permitting Idaho Power to amortize additional tax credits. While the Idaho Settlements were not contemplated at the time the Executive Incentive Plan was originally approved, the compensation committee has authority under the plan to use its discretion to establishmodify performance goals. The compensation committee determined that it would remove the effect of the Idaho Settlements so that the short-term36IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATIONADITC.ADITC amortization. Accordingly, for 20182020 the short-term incentive metrics for IDACORP consolidated earnings per share were to be determined based on net income attributable to IDACORP, adjusted to subtract the amount of additional ADITC amortization recorded for the year at Idaho Power under the Idaho Settlement, if any. This adjusted amount is referred to as “adjusted consolidated net income” in this proxy statement. The compensation committee used adjusted consolidated net income for purposes of determining the 20182020 net income metric threshold, target, and maximum for short-term incentive and intended to use it for purposes of determiningdeterminin For 2018, Idaho Power’s Idaho ROE was above 10.0 percent, resulting in the sharing of revenues with customers for 2018 under the October 2014 Idaho Settlement. Sharing of revenues with customers under this settlement decreases the rate at which additional revenues contribute to IdahoIdaho Power’s ability to progress toward the maximum payout on the adjusted consolidated net income component of the short-term incentive payout, as the maximum payout under the metric was established well in excess of a 10.0 percent Idaho ROE. The sharing component of the settlement still has this limiting impact on maximum payout even though the additional ADITC amortization is excluded. Thus, progress toward potential incentive payouts wasis decreased and made significantly more difficult by sharing of revenues above the 10.0 percent Idaho ROE.20182020 long-term incentive awards were allocated as follows:·time-vesting restricted stock units, vesting in January 2021, representing one-third of the awards; and·performance-based units with a three-year performance period of 2018-2020, representing two-thirds of the awards at target.20182020 long-term incentive grants at their February 20182020 meetings, which occurred after we released our 20172019 full-year earnings. In 2017, we switched to time-vesting restricted stock units from time-vesting restricted shares and to performance-based units from performance-based shares, which awards remained materially the same except that voting rights are not associated with units. Following is a more detailed description of the time-vesting restricted stock units and performance-based restricted stock units that comprise the long-term incentive grants.Units:20182020 will vest in January 2021,2023, as long as the NEO remains employed by us throughout the restriction period. Earned awards are settled in shares. The NEOs receive dividendsdividend equivalents on the units during the restriction period, since the officer is assured of vesting in the units as long as he or she remains employed by the company. We believe that the restricted stock units and dividend equivalent payments provide a strong incentive for the officer to continue working for us for the entire three-year restriction period. Because the restricted stock units are intended to serve as a retention tool, the compensation committee decided toNEO’sNEO's employment terminates before the vesting date, subject to board of director approval, the officer may receive a proratedpro-rated payout, depending on the reason for or circumstances surrounding the termination, such as for retirement at age 55 or older.Units:DividendsDividend equivalents on the performance-based restricted stock units are not paid to our NEOs during the performance period. Instead, they are paid at the end of the performance period only on performance-based restricted stock units that are actually earned, if any.20182020 may be earned by the NEOs based on performance against two financial measures over the 2018-20202020-2022 performance period. The two equally weighted performance measures are CEPS and TSR. We believe these performance metrics represent key measures of performance for the benefit of our shareholders and align our executive officers’officers' management efforts with our shareholders’shareholders' performance objectives. The CEPS levels are indicative of management performance, as this goal relates to revenue enhancement and cost containment. Relative TSR is determined by our common stock price change and dividends paid over a three-year performance period compared to that achieved by a comparison group of companies over the same three-year period. As in prior years, for 20182020 grants, we used the EEI Utilities Index as the TSR comparison group. We compare our TSR with these companies’companies' TSRs on a percentile basis. For example, if our TSR falls exactly in the middle of the TSR of the comparison companies, we would rank at the 50th50th percentile of the comparison group.-Threshold: 12.85 -Target: 13.60 -Maximum: 14.35 below were not changed in 2018 from the levels established in 2017. We believe our TSR percentile goals are aggressive, including setting our target TSR goal at the 55th percentile rather than the 50th percentile. Our CEPS performance levels were all increased from the 2017-2019 grant to the 2018-2020 grant. Our target CEPS goal of $12.50 for the 2018-2020 grant was slightly lower than
2020-2022 performance period are as follows:IDACORP, Inc. 2019 PROXY STATEMENT37-Threshold: -Target: -Maximum: EXECUTIVE COMPENSATIONour actual CEPS result of $12.73 for the 2017-2019 grant, but we believe our CEPS performance was outstanding over the 2017-2019 period and that reaching the $12.50 CEPS target goal for 2018-2020 will also require strong financial performance. We have not undertaken any share repurchases that could impact our CEPS performance.The CEPS performance levels for the 2018-2020 performance period are as follows:-Threshold:$11.75-Target:$12.50-Maximum:$13.25The TSR performance levels for the 2018-2020 performance period are as follows:-Threshold:30thpercentile-Target:55thpercentile-Maximum:90thpercentile20182020 for each NEO. We use linear interpolation for achievement within the levels specified. IDACORP Long-Term Incentive Compensation Component Time-Vesting Performance-Based Units Approximate Total Long-Term Restricted Stock Units (CEPS and TSR) Incentive Award Executive (Percent of 2018 Base Salary) (Percent of 2018 Base Salary) (Based on 2018 Base Salary) Darrel T. Anderson 73.3% Threshold: 66.0 % Threshold: $ 1,198,267 Target: 146.7 % Target: $ 1,892,000 Maximum: 293.3 % Maximum: $ 3,153,333 Steven R. Keen 36.7% Threshold: 33.0 % Threshold: $ 310,017 Target: 73.3 % Target: $ 489,500 Maximum: 146.7 % Maximum: $ 815,833 Lisa A. Grow 40.0% Threshold: 36.0 % Threshold: $ 338,200 Target: 80.0 % Target: $ 534,000 Maximum: 160.0 % Maximum: $ 890,000 Brian R. Buckham 33.3% Threshold: 30.0 % Threshold: $ 215,333 Target: 66.7 % Target: $ 340,000 Maximum: 133.3 % Maximum: $ 566,667 Jeffrey L. Malmen 23.3% Threshold: 21.0 % Threshold: $ 135,217 Target: 46.7 % Target: $ 213,500 Maximum: 93.3 % Maximum: $ 355,833 IDACORP Long-Term Incentive
Compensation ComponentExecutive Number of Time-Vesting Restricted Stock Units (Percent of 2020 Base Salary) Number of Performance-Based Units (Percent of 2020 Base Salary) Darrel T. Anderson 6,650 (80%) Threshold: 5,986 (72%) Threshold: $1,413,600 Target: 13,300 (160%) Target: $2,232,000 Maximum: 26,600 (320%) Maximum: $3,720,000 Lisa A. Grow 4,023 (66.7%) Threshold: 3,620 (60%) Threshold: $855,000 Target: 8,044 (133.3%) Target: $1,350,000 Maximum: 16,088 (266.67%) Maximum: $2,250,000 Steven R. Keen 1,717 (40%) Threshold: 1,544 (36%) Threshold: $364,800 Target: 3,432 (80%) Target: $576,000 Maximum: 6,864 (160%) Maximum: $960,000 Brian R. Buckham 1,431 (40%) Threshold: 1,288 (36%) Threshold: $304,000 Target: 2,860 (80%) Target: $480,000 Maximum: 5,720 (160%) Maximum: $800,000 Adam J. Richins 1,431 (40%) Threshold: 1,288 (36%) Threshold: $304,000 Target: 2,860 (80%) Target: $480,000 Maximum: 5,720 (160%) Maximum: $800,000 Jeffrey L. Malmen 899 (30%) Threshold: 808 (27%) Threshold: $190,950 Target: 1,796 (60%) Target: $301,500 Maximum: 3,592 (120%) Maximum: $502,500 20182020 long-term incentive opportunities based on its review of the market compensation analysis and individual executive officer experience and tenure and both individual and company performance.performance. Following its review, the compensation committee increased the 20182020 target long-term incentive award opportunities as a percentage of base salary for Ms. Grow (from 160 percent to 200 percent), Mr. Buckham (from 110 percent to 120 percent), Mr. BuckhamRichins (from 90110 percent to 100120 percent), and Mr. Malmen (from 6070 percent to 7090 percent), compared to the target levellevels for 2017. 2019. In making its decision,decisions, the compensation committee considered the individuals’ accomplishments as reflected in their annual performance evaluations and market compensation levels.SharesRestricted Stock Units for 2016-20182018-2020 Performance Periodsharesrestricted stock units granted in February 20162018 for the 2016-20182018-2020 performance period were earned at an overall 148 percent of target, at 200 percent of target based on our CEPS of $12.64,$13.79 and at 122.8695.60 percent of target based on our relative TS5RTSR at the 63rd 53rd percentile. The table that follows lists (1) the target performance-based sharerestricted stock unit awards granted in 2018, (2) the shares actually earned, and (3) the dividend equivalent payments earned. Awards Granted in February 2016 Shares Earned in February 2019 Dividend Equivalents Executive (#) (#) ($) Darrel T. Anderson 13,932 22,486 165,272 Steven R. Keen 3,882 6,266 46,055 Lisa A. Grow 3,678 5,936 43,630 Brian R. Buckham 516 833 6,123 Jeffrey L. Malmen 1,532 2,473 18,177 38IDACORP, Inc. 2019 PROXY STATEMENTExecutive Restricted Stock Units Granted in February 2018
(#)Shares Earned in February 2021
(#)Dividend Equivalents
($)14,842 17,671 $148,260 Lisa A. Grow 4,190 6,193 $51,959 Steven R. Keen 3,840 5,676 $47,622 Brian R. Buckham 2,668 3,943 $33,082 Adam J. Richins 1,224 1,809 $15,178 Jeffrey L. Malmen 1,674 2,474 $20,757 EXECUTIVE COMPENSATION Our NEOs are also eligible to participate in an executive physical program, which provides executive management employees access to a comprehensive physical exam. Other benefits include the availability of an executive deferred compensation plan and limited perquisites. We believe these other benefits, though limited, contribute to a competitive executive compensation program.20182020 table. Because benefits under the plan increase with an employee’semployee's continued service and earnings, the compensation committee believes that providing a pension serves as an important retention tool by encouraging our employees to make long-term commitments to the company.benefits-thebenefits - the Security Plan for Senior Management Employees I, or Security Plan I, and the Security Plan for Senior Management Employees II, or Security Plan II. We have two separate plans to take advantage of grandfathering rules under Section 409A of the Internal Revenue Code. The compensation committee views these supplemental retirement benefits as a key component in attracting and retaining qualified executives. Benefits under the security plans continue to accrue for up to 25 years of continuous service at an executive officer level. Because benefits under the security plans increase with period of service and earnings, the compensation committee believes that providing a supplemental pension under these plans serves as an additional retention tool that encourages our executives to make long-term commitments to the company. The security plans provide income security for our executives and are balanced with the at-risk compensation represented by our incentive plans. We discuss the other material terms of the security plans later in this proxy statement in the narrative following thePension Benefits for 20182020 table.2018,2020, no NEO made any contributions to the plan. We discuss the material terms of the plan later in this proxy statement in the narrative following theNonqualified Deferred Compensation for 20182020 table.13th-month13th-month trigger (a provision permitting an officer to terminate employment for any reason during the first month following the one-year anniversary of the change in control and receive a reduced payout) or tax gross-up provisions. The compensation committee made these changes based on the growing trend away from single-trigger and modified single-trigger provisions and tax gross-up provisions in executive change in control agreements. Existing change in control agreements were not affected by the new policy. Mr. Anderson, Mr. Keen, Ms. Grow, and Mr. Malmen are parties to change in control agreements executed prior to March 17, 2010.“double-trigger”"double-trigger" agreements in the sense that two events must occur in order for full cash severance payments to be made: a change in control and a termination of employment in connection with the change in control. However, if a change in control occurs and the officer is not terminated, the agreements (other than the agreementagreements with Mr. Buckham and Mr. Richins, which waswere executed in 2016)after 2010) permit aan NEO to terminate employment for any reason during the first month following the one-year anniversary of the change in control. In this event, the NEO would receive a lesser severance payout. This provision was historically included because the first year after a change in control is a critical transition period, and the 13th-month13th-month trigger serves as an important tool to encourage our executive officers to remain with the company or our successor for at least that transition period.IDACORP, Inc. 2019 PROXY STATEMENT39EXECUTIVE COMPENSATIONana director or executive officer may not enter into transactions that allow the director or officer to benefit from devaluation of our stock or be the technical legal owner of our stock without the full benefits and risks of such ownership. In addition, our corporate governance guidelines provide that our directors, officers, and certain key employeessenior managers of our company are prohibited from pledging (through a margin feature or otherwise) our securities as collateral in order to secure personal loans or other obligations.officers’officers' interests with those of our shareholders. Since 2015, the guidelines require ownership of IDACORP common stock valued at a multiple of each officer’sofficer's annual base salary, as follows:·president and chief executive officer – 5x annual base salary;·senior vice presidents – 3x annual base salary; and·vice presidents – 1x annual base salary. the later of April 1, 2015 and the effective date of appointment to his or her position to meet these requirements. As of the date of this proxy statement, all executive officers are in compliance with the stock ownership requirements.officers’officers' interests with shareholder interests. The guidelines state that until the officer has achieved the minimum stock ownership requirements described above, the officer must retain at least 50 percent of the net shares he or she receives from the vesting of restricted and performance-based share or unit awards, as applicable. For restricted and performance-based shares or unit awards, “net shares”"net shares" means the number of shares acquired upon vesting, less the number of shares or units withheld or sold to pay withholding taxes.40IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATION2018.2020. Further, the compensation clawback policy described above provides that we may seek to recoup incentive compensation in specified circumstances, to discourage unlawful or grossly negligent conduct.compensation committee has reviewedcompany’s talent philosophy is that all leaders, regardless of level, must demonstrate the ability to motivate future performance, be accountable for their behaviors and discussed with management the Compensation Discussionresults, perform well on our executive competencies, and Analysis contained in this proxy statement. Based on its reviewenable employees to do their best every day. The executive team and these discussions, the compensation committee has recommended toperiodically review executive succession matters and talent development. The full board of directors reviews executive succession plans at least on an annual basis. We also maintain an emergency succession plan for our BoardCEO, as approved by our board of Directors thatdirectors.Compensation DiscussionInternal Revenue Code imposes additional income taxes for certain types of deferred compensation if the deferral does not comply with Section 409A. We administer our compensation plans and Analysis be included in this proxy statement and incorporatedarrangements affected by reference into our Annual Report on Form 10-K forSection 409A with the year ended December 31, 2018.objective of not triggering any additional income taxes under Section 409A.THE COMPENSATION COMMITTEE Christine King, Chair Judith A. Johansen Ronald W. Jibson IDACORP, Inc. 2019 PROXY STATEMENT41EXECUTIVE COMPENSATION·the vast majority of IDACORP’s income from continuing operations is contributed by Idaho Power, which is a regulated electric utility, and management believes its regulated operations do not lend themselves to or incentivize significant risk-taking by employees;·our employees and executives are limited from taking operational risks by the extensive regulation of our operations by multiple agencies, including the Federal Energy Regulatory Commission and state public utility commissions;·we use a compensation structure based on both financial and operational goals, use time-vesting shares as a portion of the long-term incentive awards, cap the maximum incentive payouts and provide a base salary to prevent undue emphasis on incentive compensation;·we do not pay our executives a short-term incentive award if no short-term incentive payment is made to our employees;·we benchmark compensation annually to be consistent with industry practice;·we impose stock retention obligations, we have a compensation clawback policy, and the board of directors and compensation committee retain discretion to adjust awards as they deem necessary;·we have internal controls and standards of business conduct that support our compensation goals and mitigate risk, and we use internal and external auditing processes on a regular basis to ensure compliance with these controls and standards; and·the compensation committee, the members of which are independent, oversees our compensation policies and practices and is responsible for reviewing and approving executive compensation, and it considers potential risks when evaluating executive compensation policies and practices.2018,2020, the compensation committee determined that our compensation practices do not increase the company’s risk exposure.42IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATIONName and
Principal
Position
(a) Year
(b) Salary
($)
(c) Bonus
($)
(d) Stock
Awards
($)
(e)1 Option
Awards
($)
(f) Non-Equity
Incentive Plan
Compensation
($)
(g) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)2 All Other
Compensation
($)
(i)3 Total
($)
(j) Total
Without
Change
in
Pension
Value
($)4Darrel T. Anderson
President and CEO 2018 857,693 — 1,955,752 — 1,649,343 902,065 11,676 5,376,529 4,474,464 2017 798,077 — 1,783,270 — 1,341,169 2,761,720 11,360 6,695,596 3,933,876 2016 747,116 — 1,497,132 — 1,292,585 2,046,106 11,187 5,594,126 3,933,876 Steven R. Keen
SVP, CFO, and Treasurer 2018 444,039 — 506,044 — 512,332 362,944 11,060 1,836,419 1,473,475 2017 418,462 — 468,126 — 421,935 1,145,661 10,850 2,465,034 1,319,373 2016 378,654 — 417,232 — 327,555 733,724 10,652 1,867,817 1,319,373 Lisa A. Grow
SVP and COO (Idaho Power) 2018 443,269 — 551,989 — 554,065 183,990 12,560 1,745,873 1,561,883 2017 398,462 — 445,817 — 401,769 891,452 13,093 2,150,593 1,259,141 2016 358,462 — 395,238 — 310,087 471,242 11,954 1,546,983 1,075,741 Brian R. Buckham
SVP and General Counsel 2018 338,462 — 351,450 — 325,431 107,263 11,050 1,133,656 1,026,393 2017 297,308 — 273,644 — 249,813 56,956 10,800 888,521 831,565 Jeffrey L. Malmen
SVP of Public Affairs 2018 304,616 — 220,736 — 292,888 —5 11,520 829,760 829,760 1Amounts in this column represent the aggregate grant date fair value of the awards (performance-based awards at target) granted in each of the years shown calculated in accordance with FASB ASC Topic 718. The full grant date fair value for the market-related TSR component of the performance-based units for the entire three-year performance cycle is included in the amounts shown for 2018 (the year of grant) and was determined using a Monte Carlo simulation model. The column was prepared assuming none of the awards will be forfeited. Additional information on the assumptions used to determine the fair value of the awards is contained in Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018, on file with the SEC.Name and
Principal
Position
(a)Year (b) Salary
($)
(c)Bonus
($)
(d)Option Awards
($)
(f)Non-Equity Incentive Plan Compensation
($)
(g)Total
($)
(j)2020 633,589 -- 2,268,182 -- 680,214 2,613,893 122,463 6,318,341 3,704,448 2019 898,462 -- 2,195,584 -- 1,627,294 3,538,604 11,757 8,271,701 4,733,097 2018 857,693 -- 1,955,752 -- 1,649,343 902,065 11,676 5,376,529 4,474,464 2020 697,692 -- 1,371,935 -- 1,108,633 2,711,412 13,675 5,903,347 3,191,935 2019 515,193 -- 660,685 -- 694,282 1,780,736 13,485 3,664,381 1,883,645 2018 443,269 -- 551,989 -- 554,065 183,990 12,560 1,745,873 1,561,883 2020 497,808 -- 585,405 -- 474,610 1,770,278 12,449 3,340,550 1,570,272 2019 462,308 -- 564,787 -- 502,399 1,807,975 12,249 3,349,718 1,541,743 2018 444,039 -- 506,044 -- 512,332 362,944 11,060 1,836,419 1,473,475 2020 414,808 -- 487,856 -- 395,478 693,567 11,400 2,003,109 1,309,542 2019 383,269 -- 430,487 -- 347,089 382,850 11,200 1,554,895 1,172,045 2018 338,462 -- 351,450 -- 325,431 107,263 11,050 1,133,656 1,026,393 2020 413,462 -- 487,856 -- 394,194 708,542 11,400 2,015,454 1,306,912 2019 -- -- -- -- -- -- -- -- -- 2018 -- -- -- -- -- -- -- -- -- 2020 347,308 -- 306,402 -- 275,936 1,106,380 11,825 2,047,851 941,471 2019 319,423 -- 227,773 -- 289,270 969,240 11,628 1,817,334 848,094 2018 304,616 -- 220,736 -- 292,888 -- 11,520 829,760 829,760 2018,2020, assuming that the highest levelslevel of performance conditions are achieved for the awards. The grant date fair value for the market-related TSR component is not subject to probable or maximum outcome assumptions and, is therefore, based on target award value.NameName Grant Date Fair Value of CEPS Component Darrel T. Anderson $ 1,256,8211,485,078Lisa A. Grow $898,193 Steven R. Keen $ 325,171Lisa A. Grow$354,809383,217Brian R. Buckham $ 225,926319,348Adam J. Richins $319,348 Jeffrey L. Malmen $ 141,7542Values shown represent the change in actuarial present value of the accumulated benefit under the pension plan and the Senior Management Security Plans. Assumptions included a discount rate of 4.45% for 2016, 3.95% for 2017, and 4.55% for 2018; and use of the RP-2014 Total Health Annuitant Mortality, Male & Female. Values shown represent the present value of the accumulated pension benefit under each plan as of December 31, 2018 calculated using the RP-2014 Total Health Annuitant Mortality, adjusted to reflect the MP-2018 Mortality Improvement Scale from the 2006 base year, plus MP-2018 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75% and retirement at age 62. There were no above-market earnings on deferred compensation.3For 2018, represents our contribution to the Idaho Power Company Employee Savings Plan, which is our 401(k) plan, and a charitable match contribution for each of Mr. Anderson, Mr. Keen, Ms. Grow, and Mr. Malmen.IDACORP,Inc. 2019 PROXY STATEMENT 43200,541 EXECUTIVE COMPENSATION24Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (column h). The amounts set forth in the Total Without Change in Pension Value column differ substantially from, and are not a substitute for, the amounts required to be reported in the Total column pursuant to SEC regulations. We are presenting this supplemental column to illustrate how the compensation committee views the annual compensation elements for the NEOs. While the compensation committee does review the table in its totality, we note that the change in pension value amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column does not reflect current compensation and represents the present value of an estimated stream of payments to be made following retirement. The methodology used to report the change in pension value under applicable accounting rules is sensitive to external variables such as assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that do not relate to our performance and are outside of the control of the compensation committee.5Mr. Malmen’s Change in Pension Value and Nonqualified Deferred Compensation Earnings was negative $1,288.20182020 Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards Estimated Future Payouts
Under Equity Incentive Plan
Awards All Other
Awards:
Number Grant
Date Fair
Value ofName
(a) Grant Date
(b) Threshold
($)
(c) Target
($)
(d) Maximum
($)
(e) Threshold
(#)
(f) Target
(#)
(g) Maximum
(#)
(h) of Shares
of Stock
or Units
(#)
(i) Units and
Option
Awards
($)
(l)Darrel T. Anderson Short-Term Incentive1 2/23/2018 430,000 860,000 1,720,000 Restricted Stock Units – Time2 2/23/2018 7,423 630,807 Restricted Stock Units – Perf.3 2/23/2018 6,679 14,842 29,684 1,324,945 Steven R. Keen Short-Term Incentive1 2/23/2018 133,500 267,000 534,000 Restricted Stock Units – Time2 2/23/2018 1,921 163,247 Restricted Stock Units – Perf.3 2/23/2018 1,728 3,840 7,680 342,797 Lisa A. Grow Short-Term Incentive1 2/23/2018 144,625 289,250 578,500 Restricted Stock Units – Time2 2/23/2018 2,094 177,948 Restricted Stock Units – Perf.3 2/23/2018 1,886 4,190 8,380 374,041 Brian R. Buckham Short-Term Incentive1 2/23/2018 85,000 170,000 340,000 Restricted Stock Units – Time2 2/23/2018 1,333 113,278 Restricted Stock Units – Perf.3 2/23/2018 1,201 2,668 5,336 238,172 Jeffrey L. Malmen Short-Term Incentive1 2/23/2018 76,250 152,500 305,000 Restricted Stock Units – Time2 2/23/2018 839 71,298 Restricted Stock Units – Perf.3 2/23/2018 753 1,674 3,348 149,438 1Represents short-term incentive cash compensation for 2018 awarded pursuant to the IDACORP Executive Incentive Plan. Actual short-term incentive payouts during 2018 are shown in the “Non-Equity Incentive Plan Compensation” column of the2018 Summary Compensation Table.2Represents time-vesting restricted units awarded pursuant to the IDACORP 2000 Long-Term Incentive and Compensation Plan.3Represents performance-based units for the 2018-2020 performance period awarded pursuant to the IDACORP 2000 Long-Term Incentive and Compensation Plan.Name
(a)Grant Date
(b)Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All Other Awards: Number of Shares of Stock or Units
(#)
(i)Grant Date Fair Value of
Units and Option Awards
($)
(l)Threshold
($)
(c)Target
($)
(d)Maximum
($)
(e)Threshold
(#)
(f)Target
(#)
(g)Maximum
(#)
(h)Darrel T. Anderson 2/21/2020 465,000 930,000 1,860,000 2/21/2020 6,650 744,002 2/21/2020 5,986 13,300 26,600 1,524,180 Lisa A. Grow 2/21/2020 337,500 675,000 1,350,000 2/21/2020 4,023 450,093 2/21/2020 3,620 8,044 16,088 921,842 Steven R. Keen 2/21/2020 144,000 288,000 576,000 2/21/2020 1,717 192,098 2/21/2020 1,544 3,432 6,864 393,307 Brian R. Buckham 2/21/2020 120,000 240,000 480,000 2/21/2020 1,431 160,100 2/21/2020 1,288 2,860 5,720 327,756 Adam J. Richins 2/21/2020 120,000 240,000 480,000 2/21/2020 1,431 160,100 2/21/2020 1,288 2,860 5,720 327,756 Jeffrey L. Malmen 2/21/2020 83,750 167,500 335,000 2/21/2020 899 100,580 2/21/2020 808 1,796 3,592 205,822 2018Analysis.2018.2018,2020, the compensation committee approved long-term incentive awards with the following two components:·Time-vesting units: Each NEO received an award of time-vesting restricted units equal to a percentage of his or her base salary in 2018. These units vest and are settled in shares in January 2021 if the NEO remains continuously employed with the company during the entire restricted period. Dividend equivalents are paid on the shares during the restricted period and are not subject to forfeiture.44 IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATION•·Performance-based units: Each NEO received an award of performance-based units at the target level equal to a percentage of his or her base salary in 2018. The units will vest at the end of the three-year performance period to the extent we achieve our performance goals (CEPS and TSR, weighted equally) and the NEO remains employed by the company during the entire performance period, with certain exceptions. Dividend equivalents will accrue during the performance period and will be paid in cash based on the number of shares that are earned. Performance-based units are settled in shares and paid out in accordance with the payout percentages set forth in the Compensation Discussion and Analysis.Analysis.2018: Salary Bonus Total Compensation Salary and Bonus as a % Name ($) ($) ($) of Total Compensation Darrel T. Anderson $857,693 $0 $5,376,529 16.0% Steven R. Keen $444,039 $0 $1,836,419 24.2% Lisa A. Grow $443,269 $0 $1,745,873 25.4% Brian R. Buckham $338,462 $0 $1,133,656 29.9% Jeffrey L. Malmen $304,616 $0 $829,760 36.7% IDACORP,Inc. 2019 PROXY STATEMENT45
2020:Name Total Compensation ($) Salary and Bonus as a % of Total Compensation Darrel T. Anderson $633,589 $0 $6,318,341 10.0% Lisa A. Grow $697,692 $0 $5,903,347 11.8% Steven R. Keen $497,808 $0 $3,340,550 14.9% Brian R. Buckham $414,808 $0 $2,003,109 20.7% Adam J. Richins $413,462 $0 $2,015,454 20.5% Jeffrey L. Malmen $347,308 $0 $2,047,851 17.0% EXECUTIVE COMPENSATION2018 Option Awards Stock Awards Name
(a) Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(b) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(c) Option
Exercise
Price
($)
(e) Option
Expiration
Date
(f) Number
of Shares
or Units
of Stock
That Have
Not
Vested
(#)
(g)1 Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)
(h)2 Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
(i)3 Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
(j)2Darrel T. Anderson Restricted Stock/Units - Time-Vesting 21,477 1,998,650 Restricted Stock/Units - Performance 40,922 3,808,201 Steven R. Keen Restricted Stock/Units - Time-Vesting 5,723 532,582 Restricted Stock/Units - Performance 11,166 1,039,108 Lisa A. Grow Restricted Stock/Units - Time-Vesting 5,705 530,907 Restricted Stock/Units - Performance 10,836 1,008,398 Brian R. Buckham Restricted Stock/Units - Time-Vesting 2,680 249,401 Restricted Stock/Units - Performance 3,210 298,723 Jeffrey L. Malmen Restricted Stock/Units - Time-Vesting 2,319 215,806 Restricted Stock/Units - Performance 4,460 415,048 1The number of shares underlying the awards of time-vesting restricted stock/units and the applicable vesting dates are as follows:NEO Award Shares Underlying
Restricted
Stock/UnitsVesting Date Darrel T. Anderson 2016 6,966 1/2/2019 2017 7,088 1/1/2020 2018 7,423 1/1/2021 Steven R. Keen 2016 1,942 1/2/2019 2017 1,860 1/1/2020 2018 1,921 1/1/2021 Lisa A. Grow 2016 1,839 1/2/2019 2017 1,772 1/1/2020 2018 2,094 1/1/2021 Brian R. Buckham 2016 258 1/2/2019 2017 1,089 1/1/2020 2018 1,333 1/1/2021 Jeffrey L. Malmen 2016 767 1/2/2019 2017 713 1/1/2020 2018 839 1/1/2021 2Shares/units that have not vested are valued at $93.06 per share, the closing price of IDACORP common stock on December 31, 2018.46IDACORP, Inc. 2019 PROXY STATEMENT
2020Stock Awards Name
(a)
Units of Stock That Have Not Vested ($)
(h)2
(i)3
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(j)2Darrel T. Anderson Restricted Stock Units - Time-Vesting -- -- Restricted Stock Units - Performance 42,188 4,051,314 Lisa A. Grow Restricted Stock Units - Time-Vesting 8,297 796,761 Restricted Stock Units - Performance 13,962 1,340,771 Steven R. Keen Restricted Stock Units - Time-Vesting 5,501 528,261 Restricted Stock Units - Performance 10,900 1,046,727 Brian R. Buckham Restricted Stock Units - Time-Vesting 4,184 401,790 Restricted Stock Units - Performance 7,902 758,829 Adam J. Richins Restricted Stock Units - Time-Vesting 2,759 264,947 Restricted Stock Units - Performance 4,380 420,611 Jeffrey L. Malmen Restricted Stock Units - Time-Vesting 2,490 239,115 Restricted Stock Units - Performance 4,832 464,017 EXECUTIVE COMPENSATIONNEO Award Shares Underlying Restricted Stock Units Vesting Date Darrel T. Anderson 2018 -- -- 2019 -- -- 2020 -- -- Lisa A. Grow 2018 2,094 1/1/2021 2019 2,180 1/1/2022 2020 4,023 1/1/2023 Steven R. Keen 2018 1,921 1/1/2021 2019 1,863 1/1/2022 2020 1,717 1/1/2023 Brian R. Buckham 2018 1,333 1/1/2021 2019 1,420 1/1/2022 2020 1,431 1/1/2023 Adam J. Richins 2018 612 1/1/2021 2019 716 1/1/2022 2020 1,431 1/1/2023 Jeffrey L. Malmen 2018 839 1/1/2021 2019 752 1/1/2022 2020 899 1/1/2023 NEO Award Shares Underlying Restricted Stock Units End of Performance Period Darrel T. Anderson 2018 29,684 12/31/2020 2019 6,518 12/31/2021 2020 5,986 12/31/2022 Lisa A. Grow 2018 8,380 12/31/2020 2019 1,962 12/31/2021 2020 3,620 12/31/2022 Steven R. Keen 2018 7,680 12/31/2020 2019 1,676 12/31/2021 2020 1,544 12/31/2022 Brian R. Buckham 2018 5,336 12/31/2020 2019 1,278 12/31/2021 2020 1,288 12/31/2022 Adam J. Richins 2018 2,448 12/31/2020 2019 644 12/31/2021 2020 1,288 12/31/2022 Jeffrey L. Malmen 2018 3,348 12/31/2020 2019 676 12/31/2021 2020 808 12/31/2022 3The number of shares underlying the performance-based grants and the applicable performance periods are as follows:NEO Award Shares Underlying
Restricted
Stock/UnitsEnd of
Performance PeriodDarrel T. Anderson 2016 27,864 12/31/2018 2017 6,380 12/31/2019 2018 6,678 12/31/2020 Steven R. Keen 2016 7,764 12/31/2018 2017 1,674 12/31/2019 2018 1,728 12/31/2020 Lisa A. Grow 2016 7,356 12/31/2018 2017 1,594 12/31/2019 2018 1,886 12/31/2020 Brian R. Buckham 2016 1,032 12/31/2018 2017 978 12/31/2019 2018 1,200 12/31/2020 Jeffrey L. Malmen 2016 3,064 12/31/2018 2017 642 12/31/2019 2018 754 12/31/2020 20162018 performance-based award are shown at the maximum level based on results for the 2016-20182018-2020 performance period above target but below maximum. Shares for the 20172019 performance-based award are shown at the threshold level based on results for the first two years of the 2017-20192019-2021 performance period at threshold. Shares for the 20182020 performance-based awards are shown at the threshold level based on results for the first year of the 2018-20202020-2022 performance period at threshold. TheThe compensation committee and the board of directors determine if and at what level the performance goals have been met, which generally occurs in February following the end of the performance period.2018 Option Awards Stock Awards Name
(a) Number of Shares
Acquired on
Exercise
(#)
(b) Value Realized on
Exercise
($)
(c) Number of Shares Acquired
on Vesting
(#)
(d) Value Realized on
Vesting
($)
(e)1 Darrel T. Anderson — — 24,792 2,134,351 Steven R. Keen — — 7,919 681,753 Lisa A. Grow — — 5,143 442,763 Brian R. Buckham — — 767 66,035 Jeffrey L. Malmen — — 3,581 308,294 1Based on the closing price of IDACORP common stock on the vesting date.IDACORP,Inc. 2019 PROXY STATEMENT47
2020Option Awards Stock Awards Darrel T. Anderson -- -- 37,738 3,988,335 Lisa A. Grow -- -- 6,854 755,626 Steven R. Keen -- -- 7,197 793,445 Brian R. Buckham -- -- 4,207 463,797 Adam J. Richins -- -- 2,057 226,781 Jeffrey L. Malmen -- -- 2,758 304,059 EXECUTIVE COMPENSATION20182020Name
(a) Plan Name
(b) Number of Years of
Credited Service
(#)
(c) Present Value of
Accumulated Benefit
($)
(d)3 Payments During Last
Fiscal Year
($)
(e)Darrel T. Anderson Retirement Plan 22 1,144,203 Security Plan I1 9 249,924 Security Plan II2 14 12,014,752 Steven R. Keen Retirement Plan 36 1,679,979 Security Plan I1 9 — Security Plan II2 14 3,931,828 Lisa A. Grow Retirement Plan 31 1,242,336 Security Plan I1 3 — Security Plan II2 14 2,889,448 Brian R. Buckham Retirement Plan 9 167,147 Security Plan I1 0 — Security Plan II2 3 101,146 Jeffrey L. Malmen Retirement Plan 11 382,673 Security Plan I1 0 — Security Plan II2 11 2,057,146 1Security Plan for Senior Management Employees I, which has grandfathered benefits under Section 409A of the Internal Revenue Code.2Security Plan for Senior Management Employees II, which does not have grandfathered benefits under Section 409A of the Internal Revenue Code.3Values shown represent the present value of the accumulated pension benefit under each plan as of December 31, 2018, calculated using the RP-2014 Total Health Annuitant Mortality, adjusted to reflect the MP-2018 Mortality Improvement Scale from the 2006 base year, plus MP-2018 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%.Name
(a)Plan Name
(b)Darrel T. Anderson Retirement Plan 24 1,521,701 47,141 9 314,820 11,510 16 17,171,950 494,254 Lisa A. Grow Retirement Plan 33 1,994,962 3 — 16 6,628,970 Steven R. Keen Retirement Plan 38 2,462,581 9 — 16 6,727,479 Brian R. Buckham Retirement Plan 11 430,066 5 914,644 Adam J. Richins Retirement Plan 10 416,739 7 1,065,151 Jeffrey L. Malmen Retirement Plan 13 705,789 13 3,809,650 ·they have reached the age of 55 and have 10 years of credited service; or·they have 30 years of credited service.48IDACORP, Inc. 2019 PROXY STATEMENT
• they have reached the age of 55 and have 10 years of credited service; orEXECUTIVE COMPENSATIONAge When
Payments BeginReduced Benefit
as a
Percentage of
Earned PensionAge When
Payments BeginReduced Benefit
as a
Percentage of
Earned Pension61 96% 54 62% 60 92% 53 57% 59 87% 52 52% 58 82% 51 47% 57 77% 50 42% 56 72% 49 38% 55 67% 48 34% Reduced Benefit as a
Percentage of Earned PensionReduced Benefit as a
Percentage of Earned Pension61 96% 54 62% 60 92% 53 57% 59 87% 52 52% 58 82% 51 47% 57 77% 50 42% 56 72% 49 38% 55 67% 48 34% wages-basewages – base pay plus short-term incentive compensation plus overtime-duringovertime – during the highest 60 consecutive months in the final 120 months of service. For employees hired on or after January 1, 2011, plan benefits are calculated based on 1.2 percent of their final average earnings multiplied by their years of credited service.Plan benefits for employees who at the time of retirement are under the age of 62 are calculated based on this same formula and are then reduced using the appropriate early retirement factor.·if required to comply with Section 409A of the Internal Revenue Code, payment of benefits under Security Plan II may be delayed for six months following termination of employment; and·Security Plan I contains a 10% “haircut” provision, which allows participants to elect to receive their benefits early in exchange for a 10% reduction in their benefits and cessation of further benefit accruals.IDACORP,Inc. 2019 PROXY STATEMENT49EXECUTIVE COMPENSATION·reached the age of 55; or·completed 30 years of credited service under the Idaho Power Company Retirement Plan.Age When
Payments BeginEarly Retirement
Factor61 96% 60 92% 59 87% 58 82% 57 77% 56 72% 55 67% 50IDACORP, Inc. 2019 PROXY STATEMENTEarly Retirement
Factor61 96% 60 92% 59 87% 58 82% 57 77% 56 72% 55 67% EXECUTIVE COMPENSATIONIDACORP, Inc. 2019 PROXY STATEMENT51PART 4 – EXECUTIVE COMPENSATION2018,2020, under the Idaho Power Company Retirement Plan, Security Plan I, and Security Plan II.Eligibility for Early Retirement at December 31, 20182020Name Retirement Plan Security Plan I Security Plan II Darrel T. Anderson X X X Lisa A. Grow X X Steven R. Keen X XLisa A. GrowXNo present value1X Brian R. Buckham N/A Adam J. Richins N/A Jeffrey L. Malmen N/A 1See thePension Benefits for 2018 table.2018Name
(a)Executive Contributions
in Last Fiscal Year
($)
(b)Registrant
Contributions in Last
Fiscal Year
($)
(c)Aggregate
Earnings in Last
Fiscal Year
($)
(d)Aggregate
Withdrawals/
Distributions
($)
(e)Aggregate
Balance at Last
Fiscal Year End
($)
(f)Darrel T. Anderson — — (377) — 13,904 Steven R. Keen — — — — — Brian R. Buckham — — — — — Lisa A. Grow — — — — — Jeffrey L. Malmen — — — — —
Name
(a)Executive Contributions in Last Fiscal Year
($)
(b)Registrant Contributions in Last Fiscal Year
($)
(c)Darrel T. Anderson — — — 15,861 — Lisa A. Grow — — — — — Steven R. Keen — — — — — Brian R. Buckham — — — — — Adam J. Richins — — — — — Jeffrey L. Malmen — — — — — 52IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATIONDistribution2018,2020, and used the closing price of our common stock on that date, which was $93.06.$96.03. Actual amounts payable can only be determined at the time of a change in control or termination. All of the payments and benefits described below would be provided by IDACORP or Idaho Power.tablesinformation presented below:·Exclude base salary and short-term incentive awards, to the extent earned due to employment through December 31, 2018.·Exclude compensation or benefits provided under plans or arrangements that do not discriminate in favor of the NEOs and that are generally available to all salaried employees. These include benefits under our qualified defined benefit pension plan, post-retirement health care benefits, life insurance, and disability benefits. The present value of the accumulated pension benefit for each NEO is set forth in the Pension Benefits for 2018 table.·Exclude the amounts reported in theNonqualified Deferred Compensation for 2018 table. See the Nonqualified Deferred Compensation for 2018 table and the accompanying narrative for a description of accumulated benefits under our nonqualified deferred compensation plans.·Include only the incremental increase in the present value of the Security Plan I and Security Plan II benefit, as applicable, that would be payable upon the occurrence of the events listed (other than upon death or disability) over the amount shown as the present value of the accumulated benefit for Security Plan I and Security Plan II in thePension Benefits for 2018 table.Shares andRestricted Stock Unitsshares orrestricted stock units, whether time-vesting or performance-based, are forfeited upon termination. In the event of retirement with the approval of the compensation committee, death, or disability, the NEO receives a prorated number of shares orrestricted stock units based on the number of full months employed during the restricted/performance period. For time-vesting restricted stock or units, the prorated shares or units vest at termination. In the case of performance-based shares orrestricted stock units, the performance goals must be met at some level before the shares or units vest and vesting only occurs after completion of the performance period. For purposes of these tables, we have assumed target performance levels would be achieved. Although vesting would not occur until after completion of the performance period, the amounts shown in the tables were not reduced to reflect the present value of the performance-based shares orrestricted stock units that could vest. In the event of a change in control, the restrictions on the time-vesting restricted stock or units are deemed to have expired and the payout opportunity on the performance-based shares orrestricted stock units is deemed to have been achieved at the target level. Dividend equivalents attributable to earned performance-based shares orrestricted stock units would also be paid. Dividend equivalents accrued through December 31, 20182020 are included in the amounts shown in the tables. and unit awards (for NEOs over the age of 55), we have assumed for purposes of the tables that voluntary termination would constitute a retirement with approval of the compensation committee for vesting purposes if the NEO was over the age of 55 as of December 31, 2018.IDACORP, Inc. 2019 PROXY STATEMENT53
2020.EXECUTIVE COMPENSATION·a lump-sum payment equal to 2.5 times his or her annual compensation, which is his or her base salary at the time of termination and his or her target short-term incentive compensation in the year of termination, or, if not yet determined at the time of termination, the prior year’s target short-term incentive compensation;·vesting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based shares, and performance units, with performance-based awards vesting at target levels;·outplacement services for 12 months, not to exceed $12,000; and·continuation of welfare benefits for a period of 24 months or, if earlier, until eligible for comparable coverage with another employer, with the NEO paying the full cost of such coverage and receiving a monthly reimbursement payment.·the acquisition of 20% or more of our outstanding voting securities;·the commencement of a tender or exchange offer for 20% or more of our outstanding voting securities;·shareholder approval, or consummation if shareholder approval is not required, of a merger or similar transaction or the sale of all or substantially all of the assets of IDACORP or Idaho Power unless our shareholders will hold more than 50% of the voting securities of the surviving entity, no person will own 20% or more of the voting securities of the surviving entity, and at least a majority of the board of directors will be composed of our directors;·shareholder approval, or consummation if shareholder approval is not required, of a complete liquidation or dissolution of IDACORP or Idaho Power; or·a change in a majority of the board of directors within a 24-month period without the approval of two-thirds of the members of the board.13th-month13th-month trigger in the tables. In such event, the NEO would receive the same severance benefits except that the lump-sum payment equal to 2.5 times annual compensation is reduced by one-third and the welfare benefits continue for 18 months, not 24 months.·IDACORP or any successor company fails to comply with any provision of the agreement;·the NEO is required to be based at an office or location more than 50 miles from the location where the NEO was based on the day prior to the change in control;·a reduction that is more thande minimis in–base salary or maximum short-term incentive award opportunity;–long-term incentive award opportunity;–the combined annual benefit accrual rate in our defined benefit plans, unless such reduction is effective for all executive officers; or–long-term disability and life insurance coverage;·our failure to require a successor company to assume and agree to perform under the agreement; or·a reduction that is more than de minimis in the long-term disability and life insurance coverage provided to the NEO and in effect immediately prior to the change in control.54IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATION• a reduction that is more than Mr. Anderson’s agreement provides for either (1) a gross-up payment if the 20% excise tax cannot be avoided by reducing the parachute payments and benefits by 15% or less, or (2) a reduction in parachute payments and benefits if the 20% excise tax can be avoided by reducing the parachute payments and benefits by 15% or less. Mr. Keen’s, Ms. Grow’s, Mr. Buckham’s and Mr. Malmen’sThe agreements provide for them tothat the NEO will receive the greater net benefit of (i) full severance benefits with such NEO paying any Section 280G excise tax, with no gross-up for the excise taxes, or (ii) severance benefits capped at the Section 280G excise tax limit, in which case for Mr. Keen or Ms. Grow the company may, in its discretion in the event that the Internal Revenue Service nonetheless requires the payment of an excise tax, provide a gross-up payment related to such excise tax imposed.Buckham.Buckham and Mr. Richins. The new change in control agreement does not include the 13th-month13th-month trigger provision, or any other single-trigger or modified single-trigger provisions, or any tax gross-up provisions. The compensation committee did not apply the new policy to existing change in control agreements, since those agreements were previously executed and agreed to with our NEOs.IDACORP, Inc. 2019 PROXY STATEMENT55EXECUTIVE COMPENSATION Change in Control Executive Benefits and
Payments Upon
Termination or
Change in Control
(a)Voluntary
Termination
(Retirement if
Over 55)
($)
(b)Not for Cause,
Non-Retirement
Termination
($)
(c)For Cause
Termination
($)
(d)Death or
Disability
($)
(e)Without
Termination
($)
(f)Not for Cause or
Constructive
Discharge
Termination
($)
(g)13th-Month
Trigger
($)
(h)Compensation: Base Salary 2,150,0001 1,265,3562 Short-Term Incentive Plan 2,150,0001 1,433,3332 Long-Term Incentive Plan – Time-Vesting 1,318,1953,4 —5 —5 1,318,1953 1,998,6506 1,998,6506 1,998,6506 Long-Term Incentive Plan – Performance Vesting 2,785,7394,7 —5 —5 2,785,7397 4,191,9476 4,191,9476 4,191,9476 Benefits and Perquisites: Security Plan I —8 —8 —8 241,0749 —10 —10 Security Plan II 300,1878 300,1878 300,1878 12,220,7279 300,18711 300,18711 Welfare Benefits 36,63012 27,51813 Outplacement Services 12,00014 280G Tax Gross-up 3,608,59615 —16 Total: 4,404,121 300,187 300,187 16,565,735 6,190,597 14,448,010 9,216,991 1Mr. Anderson’s change in control agreement provides for a lump sum cash severance payment of 2.5 times his base salary and short-term incentive plan target amount.2The 13th-month trigger provision in Mr. Anderson’s change in control agreement provides for the payment of two-thirds of his severance payment. His base salary was reduced by $167,977 to avoid excise tax. Independent tax counsel would determine which compensation and benefits are reduced in order to avoid excise tax.3Mr. Anderson would receive full vesting of his 2016 time-vesting restricted stock award and prorated vesting of his 2017 (66.7%) and 2018 (33.3%) time-vesting restricted stock/units. The dollar amount is determined by multiplying the number of shares by $93.06.4As of the assumed voluntary termination date of December 31, 2018, Mr. Anderson was over the age of 55. To illustrate potential termination-related benefits, we have assumed Mr. Anderson’s voluntary termination would constitute retirement with approval of the compensation committee for purposes of his time-vesting restricted stock/units and performance-based share/unit awards.5We have assumed a not for cause termination and a for cause termination would not constitute retirement with approval of the compensation committee for purposes of Mr. Anderson’s time-vesting restricted stock/units and performance-based share/unit awards.6Mr. Anderson would receive full vesting of his time-vesting restricted stock/unit awards and payout of the performance-based shares/units at target. The dollar amounts are determined by multiplying the number of shares by $93.06 and include the cash payment of dividend equivalents, as applicable.7Mr. Anderson would receive full vesting of his 2016 award assuming the performance goals are met at the target level and prorated vesting of his 2017 (66.7%) and 2018 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $93.06 and includes the cash payment of dividend equivalents.8The values shown represent the incremental increase in the Security Plan I and Security Plan II benefit based on Mr. Anderson’s actual age and termination as of December 31, 2018, relative to the amount shown for Security Plan I and Security Plan II in thePension Benefits for 2018 table. We used a discount rate of 4.55% and the RP-2014 Total Healthy Annuitant Mortality, Male & Female, adjusted to reflect the MP-2018 Mortality Improvement Scale from the 2006 base year, plus MP-2018 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%. Payments would begin in July 2018 under Security Plan II.9In the event of death, the value represents the present value of Security Plan II death benefits.10Mr. Anderson’s benefits under Security Plan I and Security Plan II would not be enhanced due to a termination within a change in control period. However, Mr. Anderson would be entitled to benefits under these plans upon a termination as of December 31, 2018. Mr. Anderson would not receive a payout greater than the amounts shown for Security Plan I in thePension Benefits for 2018 table, and thus the table reflects no enhanced value upon the applicable events.11Under Security Plan II, if employment is terminated within a change in control period prior to the executive officer’s normal retirement, the benefit is calculated using age 55 or the officer’s age at termination if greater than 55. The values shown (which reflect only the incremental amount payable over the amount shown for Security Plan II in thePension Benefits for 2018 table) were determined as described in footnote 8.12Mr. Anderson’s change in control agreement provides for the continuation of welfare benefits for a period of 24 months. The value shown represents the cost to the company of continuing these benefits.13The 13th-month trigger provision in Mr. Anderson’s change in control agreement provides for the continuation of welfare benefits for a period of 18 months. The value shown represents the cost to the company of continuing these benefits.14Mr. Anderson’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.15The not for cause or constructive discharge termination would result in a parachute payment that would cause excise tax, and thus a 280G tax gross-up would be provided.16The 13th-month trigger did not result in a parachute payment that would cause excise tax, and thus no 280G tax gross-up would be provided. See footnote 2 above.56IDACORP, Inc. 2019 PROXY STATEMENTEXECUTIVE COMPENSATIONAward Number of Shares at Target Performance Level End of Performance Period 2019 6,838 12/31/2021 2020 1,846 12/31/2022 Change in Control Compensation: Base Salary 1,687,500 1 755,861 2 Short-Term Incentive Plan 1,687,500 1 1,125,000 2 Long-Term Incentive Plan – Time-Vesting 469,395 3,4 — 5 — 5 469,395 4 796,761 6 796,761 6 796,761 6 Long-Term Incentive Plan – Performance Vesting 993,600 3,7 — 5 — 5 993,600 7 1,670,399 6 1,670,399 6 1,670,399 6 Benefits and Perquisites: Security Plan I Security Plan II — 8 — 8 — 8 5,621,254 9 — 10 — 10 38,623 11 28,874 12 Outplacement Services 12,000 13 280G Tax Gross-up — 14 — 15 Total: 1,462,995 — — 7,084,249 2,467,160 5,892,783 4,376,895 Change in Control Executive Benefits and
Payments Upon
Termination or
Change in Control
(a)Voluntary
Termination
(Retirement if
Over 55)
($)
(b)Not for Cause,
Non-Retirement
Termination
($)
(c)For Cause
Termination
($)
(d)Death or
Disability
($)
(e)Without
Termination
($)
(f)Not for Cause or
Constructive
Discharge
Termination
($)
(g)13th-Month
Trigger
($)
(h)Compensation: Base Salary 860,3371 741,6672 Short-Term Incentive Plan 667,5001 445,0002 Long-Term Incentive Plan – Time-Vesting 355,6753,4 —5 —5 355,6753 532,5826 532,5826 532,5826 Long-Term Incentive Plan – Performance Vesting 751,9294,7 —5 —5 751,9297 1,117,5526 1,117,5526 1,117,5526 Benefits and Perquisites: Security Plan I Security Plan II 229,1508 229,1508 229,1508 3,755,3129 229,15010 229,15010 Welfare Benefits 39,99511 30,03512 Outplacement Services 12,00013 280G Tax Gross-up —14 —15 Total: 1,336,754 229,150 229,150 4,862,916 1,650,134 3,459,116 3,095,986 1Mr. Keen’s change in control agreement provides for a lump-sum cash severance payment of 2.5 times his base salary and short-term incentive plan target amount. Base salary was reduced by $252,163 to avoid excise tax. Independent tax counsel would determine which compensation and benefits are reduced in order to avoid excise tax.2The 13th-month trigger provision in Mr. Keen’s change in control agreement provides for the payment of two-thirds of his severance payment.3Mr. Keen would receive full vesting of his 2016 time-vesting restricted stock award and pro rata vesting of his 2017 (66.7%) and 2018 (33.3%) time-vesting restricted stock/units. The dollar amount is determined by multiplying the prorated number of shares by $93.06.4As of the assumed voluntary termination date of December 31, 2018, Mr. Keen was over the age of 55. To illustrate potential termination-related benefits, we have assumed Mr. Keen’s voluntary termination would constitute retirement with approval of the compensation committee for purposes of his time-vesting restricted stock/units and performance-based share/unit awards.5We have assumed a not for cause termination and a for cause termination would not constitute retirement with approval of the compensation committee for purposes of Mr. Keen’s time-vesting restricted stock/units and performance-based share/unit awards.6Mr. Keen would receive full vesting of his time-vesting restricted stock/unit awards and payout of the performance-based shares/units at target. The dollar amounts are determined by multiplying the number of shares by $93.06 and include the cash payment of dividend equivalents, as applicable.7Mr. Keen would receive full vesting of his 2016 award assuming the performance goals are met at the target level and pro rata vesting of his 2017 (66.7%) and 2018 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $93.06 and includes the cash payment of dividend equivalents.8The values shown represent the incremental increase in the Security Plan II benefit based on Mr. Keen’s actual age and termination as of December 31, 2018, relative to the amount shown for Security Plan II in the Pension Benefits for 2018 table. We used a discount rate of 4.55% and the RP-2014 Total Healthy Annuitant Mortality, Male & Female, adjusted to reflect the MP-2018 Mortality Improvement Scale from the 2006 base year, plus MP-2018 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%. Payments would begin in July 2019 under Security Plan II.9In the event of death, the value represents the present value of Security Plan II death benefits.10Under Security Plan II, if employment is terminated within a change in control period prior to the executive officer’s normal retirement, the benefit is calculated using age 55 or the officer’s age at termination if greater than 55. The values shown (which reflect only the incremental amount payable over the amount shown for Security Plan II in the Pension Benefits for 2018 table) were determined as described in footnote 8.11Mr. Keen’s change in control agreement provides for the continuation of welfare benefits for a period of 24 months. The value shown represents the cost to the company of continuing these benefits.12The 13th-month trigger provision in Mr. Keen’s change in control agreement provides for the continuation of welfare benefits for a period of 18 months. The value shown represents the cost to the company of continuing these benefits.13Mr. Keen’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.14The company may make a 280G tax gross-up payment to Mr. Keen if (a) he receives a claim from the Internal Revenue Service that, if successful, would require him to pay an excise tax in connection with any “excess parachute payments,” as that term is described in Internal Revenue Code Section 280G, and (b) his compensation had been reduced to avoid an excise tax. Because Mr. Keen’s compensation was reduced to avoid an excise tax in this instance (see footnote 1 above), under the terms of Mr. Keen’s change in control agreement, the company may provide, but is not required to provide, such a tax gross-up upon a not for cause or constructive discharge termination, in an amount that would reimburse Mr. Keen for the excise tax, taxes imposed upon the 280G tax gross-up payment, and any interest or penalties with respect to such taxes. Such amount is not determinable unless and until Mr. Keen were to receive a claim from the Internal Revenue Service.15See footnote 14 above. As Mr. Keen’s compensation was not reduced to avoid an excise tax in this instance, no 280G tax gross-up would be provided.IDACORP, Inc. 2019 PROXY STATEMENT57EXECUTIVE COMPENSATIONLisa A. Grow Change in Control Executive Benefits and
Payments Upon
Termination or
Change in Control
(a)Voluntary
Termination
(Retirement if
Over 55)
($)
(b)Not for Cause,
Non-Retirement
Termination
($)
(c)For Cause
Termination
($)
(d)Death or
Disability
($)
(e)Without
Termination
($)
(f)Not for Cause or
Constructive
Discharge
Termination
($)
(g)13th-Month
Trigger
($)
(h)Compensation: Base Salary 746,4011 741,6672 Short-Term Incentive Plan 723,1251 482,0832 Long-Term Incentive Plan – Time-Vesting —3 —4 —4 345,9975 530,9076 530,9076 530,9076 Long-Term Incentive Plan – Performance Vesting —3 —4 —4 731,2147 1,113,2176 1,113,2176 1,113,2176 Benefits and Perquisites: Security Plan I Security Plan II —8 —8 —8 3,171,0849 —10 —10 Welfare Benefits 35,93211 26,97812 Outplacement Services 12,00013 280G Tax Gross-up —14 —15 Total: — — — 4,248,295 1,644,124 3,161,582 2,894,852 1Ms. Grow’s change in control agreement provides for a lump-sum cash severance payment of 2.5 times her base salary and short-term incentive plan target amount. Base salary was reduced by $366,099 to avoid excise tax. Independent tax counsel would determine which compensation and benefits are reduced in order to avoid excise tax.2The 13th-month trigger provision in Ms. Grow’s change in control agreement provides for the payment of two-thirds of her severance payment.3As of the assumed voluntary termination date of December 31, 2018, Ms. Grow was not over the age of 55. Thus, we have assumed Ms. Grow’s voluntary termination would not constitute retirement with approval of the compensation committee for purposes of her time-vesting restricted stock/units and performance-based share/unit awards.4We have assumed a not for cause termination and a for cause termination would not constitute retirement with approval of the compensation committee for purposes of Ms. Grow’s time-vesting restricted stock/units and performance-based share/unit awards.5Ms. Grow would receive full vesting of her 2016 time-vesting restricted stock award and pro rata vesting of her 2017 (66.7%) and 2018 (33.3%) time-vesting restricted stock. The dollar amount is determined by multiplying the prorated number of shares by $93.06.6Ms. Grow would receive full vesting of her time-vesting restricted stock/unit awards and payout of the performance-based shares/units at target. The dollar amounts are determined by multiplying the number of shares by $93.06 and include the cash payment of dividend equivalents, as applicable.7Ms. Grow would receive full vesting of her 2016 award assuming the performance goals are met at the target level and pro rata vesting of her 2017 (66.7%) and 2018 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $93.06 and includes the cash payment of dividend equivalents.8Ms. Grow would not receive a payout greater than the amounts shown for Security Plan II in the Pension Benefits for 2018 table, and thus the table reflects no enhanced value upon the applicable events. We used a discount rate of 4.55% and the RP-2014 Total Healthy Annuitant Mortality, Male & Female, adjusted to reflect the MP-2018 Mortality Improvement Scale from the 2006 base year, plus MP-2018 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%, and assumed Ms. Grow was 55 as of December 31, 2018.9In the event of death, the value represents the present value of Security Plan II death benefits.10Under Security Plan II, if employment is terminated within a change in control period prior to the executive officer’s normal retirement, the benefit is calculated using age 55 or the officer’s age at termination if greater than 55. The values shown represent the incremental increase in the Security Plan II benefit relative to the amount shown for Security Plan II in the Pension Benefits for 2018 table and were determined as described in footnote 8. Payments would not commence until Ms. Grow reaches age 55.11Ms. Grow’s change in control agreement provides for the continuation of welfare benefits for a period of 24 months. The value shown represents the cost to the company of continuing these benefits.12The 13th-month trigger provision in Ms. Grow’s change in control agreement provides for the continuation of welfare benefits for a period of 18 months. The value shown represents the cost to the company of continuing these benefits.13Ms. Grow’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.14The company may make a 280G tax gross-up payment to Ms. Grow if (a) she receives a claim from the Internal Revenue Service that, if successful, would require her to pay an excise tax in connection with any “excess parachute payments,” as that term is described in Internal Revenue Code Section 280G, and (b) her compensation had been reduced to avoid an excise tax. Because Ms. Grow’s compensation was reduced to avoid excise tax in this instance (see footnote 1 above), under the terms of Ms. Grow’s change in control agreement, the company may provide, but is not required to provide, such a tax gross-up upon a not for cause or constructive discharge termination, in an amount that would reimburse Ms. Grow for the excise tax, taxes imposed upon the 280G tax gross-up payment, and any interest or penalties with respect to such taxes. Such amount is not determinable unless and until Ms. Grow were to receive a claim from the Internal Revenue Service.15See footnote 14 above. As Ms. Grow’s compensation was not reduced to avoid an excise tax in this instance, no 280G tax gross-up would be provided.58IDACORP, Inc. 2019 PROXY STATEMENTChange in Control Compensation: Base Salary 1,200,000 1 800,000 2 Short-Term Incentive Plan 720,000 1 480,000 2 Long-Term Incentive Plan – Time-Vesting 358,672 3,4 — 5 — 5 358,672 3 528,261 6 528,261 6 528,261 6 Long-Term Incentive Plan – Performance Vesting 762,870 4,7 — 5 — 5 762,870 7 1,114,637 6 1,114,637 6 1,114,637 6 Benefits and Perquisites: Security Plan I Security Plan II 150,474 8 150,474 8 150,474 8 6,343,052 9 150,474 10 150,474 10 42,629 11 31,860 12 Outplacement Services 12,000 13 280G Tax Gross-up — 14 — 15 Total: 1,272,016 150,474 150,474 7,464,594 1,642,898 3,768,001 3,105,232 EXECUTIVE COMPENSATION Change in Control Executive Benefits and
Payments Upon
Termination or
Change in Control
(a)Voluntary
Termination
(Retirement if
Over 55)
($)
(b)Not for Cause,
Non-Retirement
Termination
($)
(c)For Cause
Termination
($)
(d)Death or
Disability
($)
(e)Without
Termination
($)
(f)Not for Cause or
Constructive Discharge
Termination
($)
(g)Compensation: Base Salary 850,0001 Short-Term Incentive Plan 425,0001 Long-Term Incentive Plan – Time-Vesting —2 —3 —3 132,8904 249,4015 249,4015 Long-Term Incentive Plan – Performance Vesting —2 —3 —3 277,9176 518,5745 518,5745 Benefits and Perquisites: Security Plan II —7 —7 —7 2,500,2998 2,5279 Welfare Benefits 35,59410 Outplacement Services 12,00011 Total: — — — 2,911,106 767,975 2,093,096 1Mr. Buckham’s change in control agreement provides for a lump sum cash severance payment of 2.5 times his base salary and short-term incentive plan target amount.2As of the assumed voluntary termination date of December 31, 2018, Mr. Buckham was not over the age of 55. Thus, we have assumed Mr. Buckham’s voluntary termination would not constitute retirement with approval of the compensation committee for purposes of his time-vesting restricted stock/units and performance-based share/unit awards.3We have assumed a not for cause termination and a for cause termination would not constitute retirement with approval of the compensation committee for purposes of Mr. Buckham’s time-vesting restricted stock/units and performance-based share/unit awards.4Mr. Buckham would receive full vesting of his 2016 time-vesting restricted stock award and pro rata vesting of his 2017 (66.7%) and 2018 (33.3%) time-vesting restricted stock/units. The dollar amount is determined by multiplying the prorated number of shares by $93.06.5Mr. Buckham would receive full vesting of his time-vesting restricted stock/unit awards and payout of the performance-based shares/units at target. The dollar amounts are determined by multiplying the number of shares by $93.06 and include the cash payment of dividend equivalents, as applicable.6Mr. Buckham would receive full vesting of his 2016 award assuming the performance goals are met at the target level and pro rata vesting of his 2017 (66.7%) and 2018 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $93.06 and includes the cash payment of dividend equivalents.7Mr. Buckham would not receive a payout greater than the amounts shown for Security Plan II in the Pension Benefits for 2018 table, and thus the table reflects no enhanced value upon the applicable events. We used a discount rate of 4.55% and the RP-2014 Total Healthy Annuitant Mortality, Male & Female, adjusted to reflect the MP-2018 Mortality Improvement Scale from the 2006 base year, plus MP-2018 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%, and assumed Mr. Buckham was 55 as of December 31, 2018.8In the event of death, the value represents the present value of Security Plan II death benefits.9Under Security Plan II, if employment is terminated within a change in control period prior to the executive officer’s normal retirement, the benefit is calculated using age 55 or the officer’s age at termination if greater than 55. The values shown represent the incremental increase in the Security Plan II benefit relative to the amount shown for Security Plan II in the Pension Benefits for 2018 table and were determined as described in footnote 8. Payments would not commence until Mr. Buckham reaches age 55.10Mr. Buckham’s change in control agreement provides for the continuation of welfare benefits for a period of 24 months. The value shown represents the cost to the company of continuing these benefits.11Mr. Buckham’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.IDACORP, Inc. 2019 PROXY STATEMENT59EXECUTIVE COMPENSATIONChange in Control Compensation: Base Salary 1,000,000 1 Short-Term Incentive Plan 600,000 1 Long-Term Incentive Plan – Time-Vesting — 2 — 3 — 3 264,754 4 401,790 5 401,790 5 Long-Term Incentive Plan – Performance Vesting — 2 — 3 — 3 562,587 6 846,844 5 846,844 5 Benefits and Perquisites: Security Plan II — 7 — 7 — 7 5,521,145 8 — 9 37,916 10 Outplacement Services 12,000 11 Total: — — — 6,348,486 1,248,634 2,898,550 Change in Control Compensation: Base Salary 1,000,000 1 Short-Term Incentive Plan 600,000 1 Long-Term Incentive Plan – Time-Vesting — 2 — 3 — 3 150,382 4 264,947 5 264,947 5 Long-Term Incentive Plan – Performance Vesting — 2 — 3 — 3 317,801 6 554,442 5 554,442 5 Benefits and Perquisites: Security Plan II — 7 — 7 — 7 4,211,344 8 — 9 37,576 10 Outplacement Services 12,000 11 Total: — — — 4,679,527 819,389 2,468,965 Change in Control Executive Benefits and
Payments Upon
Termination or
Change in Control
(a)Voluntary
Termination
(Retirement if
Over 55)
($)
(b)Not for Cause,
Non-Retirement
Termination
($)
(c)For Cause
Termination
($)
(d)Death or
Disability
($)
(e)Without
Termination
($)
(f)Not for Cause or
Constructive
Discharge
Termination
($)
(g)13th-Month
Trigger
($)
(h)Compensation: Base Salary 762,5001 —2 Short-Term Incentive Plan 381,2501 165,6102 Long-Term Incentive Plan – Time-Vesting —3 —4 —4 141,6385 215,8066 215,8066 215,8066 Long-Term Incentive Plan – Performance Vesting —3 —4 —4 299,0437 451,9836 451,9836 451,9836 Benefits and Perquisites: Security Plan I Security Plan II —8 —8 —8 3,271,2809 60,08310 60,08310 Welfare Benefits 46,14611 34,64412 Outplacement Services 12,00013 280G Tax Gross-up —14 —15 Total: — — — 3,711,961 667,789 1,929,768 928,126 1Mr. Malmen’s change in control agreement provides for a lump-sum cash severance payment of 2.5 times his base salary and short-term incentive plan target amount.2The 13th-month trigger provision in Mr. Malmen’s change in control agreement provides for the payment of two-thirds of his severance payment. His base salary was reduced by $508,333 and his short-term incentive plan target was reduced by $88,557 to avoid excise tax. Independent tax counsel would determine which compensation and benefits are reduced in order to avoid excise tax.3As of the assumed voluntary termination date of December 31, 2018, Mr. Malmen was not over the age of 55. Thus, we have assumed Mr. Malmen’s voluntary termination would not constitute retirement with approval of the compensation committee for purposes of his time-vesting restricted stock/units and performance-based share/unit awards.4We have assumed a not for cause termination and a for cause termination would not constitute retirement with approval of the compensation committee for purposes of Mr. Malmen’s time-vesting restricted stock/units and performance-based share/unit awards.5Mr. Malmen would receive full vesting of his 2016 time-vesting restricted stock award and pro rata vesting of his 2017 (66.7%) and 2018 (33.3%) time-vesting restricted stock. The dollar amount is determined by multiplying the prorated number of shares by $93.06.6Mr. Malmen would receive full vesting of his time-vesting restricted stock/unit awards and payout of the performance-based shares/units at target. The dollar amounts are determined by multiplying the number of shares by $93.06 and include the cash payment of dividend equivalents, as applicable.7Mr. Malmen would receive full vesting of his 2016 award assuming the performance goals are met at the target level and pro rata vesting of his 2017 (66.7%) and 2018 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $93.06 and includes the cash payment of dividend equivalents.8Mr. Malmen would not receive a payout greater than the amounts shown for Security Plan II in the Pension Benefits for 2018 table, and thus the table reflects no enhanced value upon the applicable events. We used a discount rate of 4.55% and the RP-2014 Total Healthy Annuitant Mortality, Male & Female, adjusted to reflect the MP-2018 Mortality Improvement Scale from the 2006 base year, plus MP-2018 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%, and assumed Mr. Malmen was 55 as of December 31, 2018.9In the event of death, the value represents the present value of Security Plan II death benefits.10Under Security Plan II, if employment is terminated within a change in control period prior to the executive officer’s normal retirement, the benefit is calculated using age 55 or the officer’s age at termination if greater than 55. The values shown represent the incremental increase in the Security Plan II benefit relative to the amount shown for Security Plan II in the Pension Benefits for 2018 table and were determined as described in footnote 8. Payments would not commence until Mr. Malmen reaches age 55.11Mr. Malmen’s change in control agreement provides for the continuation of welfare benefits for a period of 24 months. The value shown represents the cost to the company of continuing these benefits.12The 13th-month trigger provision in Mr. Malmen’s change in control agreement provides for the continuation of welfare benefits for a period of 18 months. The value shown represents the cost to the company of continuing these benefits.13Mr. Malmen’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.14See footnote 15 below. As Mr. Malmen’s compensation was not reduced to avoid an excise tax in this instance, no 280G tax gross-up would be provided.15The company may make a 280G tax gross-up payment to Mr. Malmen if (a) he receives a claim from the Internal Revenue Service that, if successful, would require him to pay an excise tax in connection with any “excess parachute payments,” as that term is described in Internal Revenue Code Section 280G, and (b) his compensation had been reduced to avoid an excise tax. Because Mr. Malmen’s compensation was reduced to avoid excise tax in this instance (see footnote 2 above), under the terms of Mr. Malmen’s change in control agreement, the company may provide, but is not required to provide, such a tax gross-up upon a not for cause or constructive discharge termination, in an amount that would reimburse Mr. Malmen for the excise tax, taxes imposed upon the 280G tax gross-up payment, and any interest or penalties with respect to such taxes. Such amount is not determinable unless and until Mr. Malmen were to receive a claim from the Internal Revenue Service.60IDACORP, Inc. 2019 PROXY STATEMENTChange in Control Compensation: Base Salary 837,500 1 — 2 Short-Term Incentive Plan 418,750 1 106,260 2 Long-Term Incentive Plan – Time-Vesting — 3 — 4 — 4 157,489 5 239,115 6 239,115 6 239,115 6 Long-Term Incentive Plan – Performance Vesting — 3 — 4 — 4 334,173 7 503,133 6 503,133 6 503,133 6 Benefits and Perquisites: Security Plan II — 8 — 8 — 8 4,821,987 9 — 10 — 10 49,338 11 36,864 12 Outplacement Services 12,000 13 280G Tax Gross-up — 14 — 15 Total: — — — 5,313,649 742,248 2,059,836 885,372 EXECUTIVE COMPENSATION2018,2020, we provided our shareholders with the same opportunity to cast an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement for each meeting. At each of those meetings through 2018, over 93 percent of the votes cast by our shareholders have been in favor. We have consideredIn 2019, we received 70.2 percent of votes cast in favor of our executive compensation programs, and in recognition of this result we undertook significant efforts in 2019 and 2020 to re-examine our executive compensation and engage with our shareholders on the issue of compensation. In 2020, over 92 percent of the votes cast by our shareholders were in favor and we consider the results of those votes as evidence of support for our compensation program and decisions, and thosedecisions. Those voting results were a component of our basis for maintaining a similar approach to executive compensation for 2018.three-part business strategy of responsible planning, responsible developmentgrowing financial strength, improving the core business, enhancing the brand, and protection of resources,keeping employees safe and responsible energy use to ensure adequate energy supplies.engaged. At the core of this philosophy is our pay-for-performance model, which links competitive levels of compensation to achievements of our overall strategy and business goals and predetermined objectives.20182020 Summary Compensation Tableand other related compensation tables and narrative included in Part 4 – “Executive Compensation” in this proxy statement, which provide detailed information on the compensation of our named executive officers. We believe that the policies and procedures articulated in that discussion are effective in helping to achieve our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to our company’s success.20192021 Annual Meeting of Shareholders.20202022 annual meeting of shareholders.The board of directors unanimously recommends a vote“FOR”the advisory resolution on executive compensation.IDACORP, Inc. 2019 PROXY STATEMENT612018,2020, our last completed fiscal year, the ratio of our CEO’sCEO's annual total compensation, as reported above in the Summary Compensation Table, to the employee we identified with the median of the annual total compensation of all employees (other than the CEO), as described below, was 40:30:1.For 2018, We used Ms. Grow's annual total compensation for 2020 for this CEO pay ratio calculation as Ms. Grow was the medianCEO for the majority of 2020 and of all employees ofwas $103,340, and our company (other than the CEO) was $94,120, and the median of theemployee's annual total compensation, which includes overtime, premium and supplemental pay, non-equity incentive plan compensation, change in present value of pension benefits, and 401k match, of all employees of our company (other than the CEO) was $133,066.$195,821. For 2018,2020, the base wage of our CEO was $857,693,$697,692, and the annual total compensation of our CEO inclusive of the actuarial change in future pension benefits, as reported above in the Summary Compensation Table, was $5,376,529.We did not identify a new median employee for 2018 because$5,903,347. For each of the median employee we identifiedand the CEO, the actuarial change in 2017 is still employed byfuture pension benefits was a significant contributor to the companydifference between base wages and did not have significant compensation changes in 2018. Further, the company did not have changes in employee population or compensation arrangements that would significantly change this pay ratio disclosure. annual total compensation.2017,2020, on December 22, 2017,31, 2020, using two factors:1.Base salary and wages paid to all full-time and part-time employees employed as of this date, as the consistently applied compensation measure and as reported in our payroll records reported to the Internal Revenue Service on Form W-2 for 2017; and2.Median years of service of employees with the same base wages, to reflect the median change in pension value for this group of employees.22, 2017,31, 2020, our employee population consisted of approximately 2,000 individuals. Equity awards were excluded from our compensation measure in identifying the median employee because we do not widely distribute annual equity awards to our employees. Approximately 3% of our employees receive annual equity awards. In addition, we did not make any cost-of-living adjustments in identifying our median employee because all our employees are located in the United States.20182020 would be 38:26:1.62IDACORP, Inc. 2019 PROXY STATEMENTAUDIT COMMITTEE MATTERS2019.2021. This firm has conducted our consolidated annual audits since 1998 and is one of the world’s largest firms of independent certified public accountants. We expect a representative of Deloitte & Touche LLP to be present at the Annual Meeting. He or she will have an opportunity to make a statement and to respond to appropriate questions.2020.2022. The audit committee reserves the right, in its sole discretion, to change the appointment of the independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the company and our shareholders.The board of directors unanimously recommends a vote“FOR”ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.20182020 and 20172019 are as follows:Fees Billed 2018 2017 Audit Fees $ 1,563,200 $ 1,515,000 Audit-Related Fees1 30,000 39,275 Tax Fees2 46,125 61,125 All Other Fees3 1,895 2,000 Total Fees $ 1,641,220 $ 1,617,400 1Includes accounting-related consultation services.2Includes fees for consultation related to tax planning and accounting.3Accounting research tool subscription.Fees Billed 2020 2019 Audit Fees $ 1,553,435 $ 1,538,103 104,500 108,487 40,121 23,993 1,895 1,895 Total Fees $ 1,699,951 $ 1,672,478 chairmanchair of the audit committee pre-approval authority for services. The chairmanchair must report any pre-approval decisions to the audit committee at its next scheduled meeting.Any request to engage the independent registered public accounting firm to provide a service that has not received general pre-approval must be submitted as a written proposal to our chief financial officer with a copy to our general counsel. The request must include a detailed description of the serviceIDACORP, Inc. 2019 PROXY STATEMENT63AUDIT COMMITTEE MATTERSchairman,chair, as the case may be, for pre-approval.chairman,chair, as the case may be, must consider, among other things, the pre-approval policy; applicable laws, rules, and regulations; and whether the nature of the engagement and the related fees are consistent with the following principles:·the independent registered public accounting firm cannot function in the role of management; and·the independent registered public accounting firm cannot audit its own work.20172019 and 2018,2020, all audit and non-audit services and all fees paid in connection with those services were pre-approved by the audit committee.The audit committee has reviewed and discussed the audited consolidated financial statements of with management. The audit committee has discussed with the independent auditors the matters required to be discussed by Auditing Standards No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, Rule 2-07 of Regulation S-X,Communications with Audit Committees, and such other matters as are required to be discussed with the audit committee under the standards of the Public Company Accounting Oversight Board.The audit committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the audit committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.Based on the audit committee’s review and discussions referred to above, the audit committee recommended to the Board of Directors that the audited consolidated financial statements of IDACORP, Inc. be included in our Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the SEC.Report of the Audit Committee Dahl,Navarro, ChairOdette C. Bolano Annette G. Elg Dennis L. Johnson Richard J. Navarro64IDACORP, Inc. 2019 PROXY STATEMENTPART 6 – OTHER MATTERS OTHER MATTERS20192021 annual meeting or in the future, he or she may contact investor relations in writing at 1221 West Idaho Street, Boise, Idaho 83702-5627, or by telephone at (800) 635-5406. Eligible shareholders of record receiving multiple copies of our annual report to shareholders and proxy statement or Notice of Internet Availability, as applicable, can request householding by contacting us in the same manner. If you own shares through a bank, broker, or other nominee, you can request householding by contacting that bank, broker, or other nominee.20202022 annual meeting of shareholders to be held on May 21, 2020.20202022 annual meeting of shareholders, if you wish to submit a proposal for inclusion in the proxy materials pursuant to Rule 14a-8, you must submit your proposal to our corporate secretary on or before the close of business on December 3, 2019.20202022 annual meeting of shareholders, must be received at our principal executive offices not earlier than 150 days and not later than 120 days prior to the first anniversary of the date on which we held the 20192021 Annual Meeting. As a result, proposals, including director nominations, submitted pursuant to these provisions of our Amended and Restated Bylaws must be received no earlier than December 18, 2019December 21, 2021 and no later than the close of business on January 17, 2020.20, 2022. The proposal must be accompanied by certain information, representations, and documentation specified in our Amended and Restated Bylaws, which you may obtain by writing to our corporate secretary. Shareholder proposals should be personally delivered or delivered by registered or certified mail, postage prepaid, to: Corporate Secretary, IDACORP, Inc., 1221 West Idaho Street, Boise, Idaho 83702-5627.2018,2020, was provided or made available to shareholders together with this proxy statement. We will also make available to our shareholders a copy of our Annual Report on Form 10-K, excluding exhibits, which was required to be filed with the SEC. You may obtain a copy without charge upon written or oral request to Director of Investor Relations, IDACORP, Inc., 1221 West Idaho Street, Boise, Idaho 83702-5627, telephone number (208) 388-2200. You may also access our Annual Report on Form 10-K through our website atwww.idacorpinc.comor at the website maintained by the SEC,www.sec.gov.IDACORP, Inc. 2019 PROXY STATEMENT65
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Annual Meeting of Shareholders of IDACORP, Inc.Time:May 16, 2019 / 10:00 a.m. Local TimePlace:Idaho Power Company Corporate Headquarters, 1221 West Idaho Street, Boise, Idaho 83702Please make your marks like this:x Use dark black pencil or pen only.The Board of Directors recommends a vote “FOR” each of the director nominees in Proposal 1 and “FOR” Proposals 2 and 3, all of which are proposals of IDACORP, Inc.FORWITHHOLD1.Elect nine directors nominated by the board of directors for one-year terms(01) Darrel T. Andersonoo(02) Thomas Carlileoo(03) Richard J. Dahloo(04) Annette G. Elgoo(05) Ronald W. Jibsonoo(06) Judith A. Johansenoo(07) Dennis L. Johnsonoo(08) Christine Kingoo(09) Richard J. NavarroooFORAGAINSTABSTAIN2.Advisory resolution to approve executive compensationoooFORAGAINSTABSTAIN3.Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019oooNOTE: Such other business as may properly come before the meeting and any adjournment or postponements thereof.Authorized Signatures - This section must be completed for your instructions to be executed.Please Sign HerePlease Date AbovePlease Sign HerePlease Date Above
Annual Meeting of Shareholders of IDACORP, Inc.Time:May 16, 2019 / 10:00 a.m. Local TimePlace:Idaho Power Company Corporate Headquarters1221 West Idaho Street, Boise, Idaho 83702All votes by Internet or telephone must be received by 5:00 p.m., Eastern Daylight Saving Time, May 15, 2019.
INTERNETGo To:www.proxypush.com/IDA1.Go to the URL shown above.2.Have your Voting Instruction Form ready and follow the instructions posted on the website.
TELEPHONECall 1-866-702-22211.Use any touch-tone telephone.2.Have your Voting Instruction Form ready and follow the simple recorded instructions.
MAIL1.Mark, sign and date your Voting Instruction Form.2.Detach and return your Voting Instruction Form in the postage-paid envelope provided.CONTROL NUMBER
Scan code for mobile votingPROXY TABULATOR FOR
P.O. BOX 8016CARY, NC 27512-9903Copyright © 2019 Mediant Communications Inc. All Rights ReservedApril 1, 2019Dear Shareholders of IDACORP, Inc.:It is our pleasure to invite you to attend the upcoming 2019 Annual Meeting of Shareholders of IDACORP, Inc., to be held on May 16, 2019, at 10:00 a.m. local time, at the Idaho Power Company corporate headquarters building, 1221 West Idaho Street, Boise, Idaho 83702. Your board of directors and management look forward to personally greeting those shareholders able to attend.Information about the business of the meeting and nominees for election as members of the board of directors is set forth in the Notice of Meeting and the Proxy Statement. This year IDACORP, Inc. is asking you to elect nine directors nominated by the board of directors for one-year terms; to vote on an advisory resolution to approve executive compensation; and to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.YOUR VOTE IS IMPORTANT. YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE OR BY FOLLOWING THE INSTRUCTIONS ON THE REVERSE SIDE TO VOTE THROUGH THE INTERNET OR BY TELEPHONE. You may revoke your proxy prior to or at the meeting and may vote in person if you wish.
Robert A. TinstmanChairman of the BoardDarrel T. AndersonPresident and Chief Executive OfficerIDACORP, Inc.PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 16, 2019THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSProperly executed proxies will be voted as marked and, if not marked, proxies properly executed and received will be voted “FOR” proposal (1), to elect nine directors nominated by the board of directors for one-year terms; “FOR” proposal (2), an advisory resolution to approve executive compensation; and “FOR” proposal (3), to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019.The undersigned hereby appoints Steven R. Keen and Patrick A. Harrington, and each of them, proxies with full power of substitution to vote for the undersigned at the Annual Meeting of Shareholders of IDACORP, Inc. and at any adjournment(s) thereof, on the matters set forth in the Proxy Statement and such other matters as may properly come before the meeting; and hereby directs that this proxy be voted in accordance with the instructions hereinand in the proxies’ discretion on any other matters that may properly come before the meeting and at any adjournment or postponements thereof.Please date, sign and promptly mail in the self-addressed return envelope, which requires no postage if mailed in the United States. Please so indicate following your signature if you are signing in a representative capacity. If shares are held jointly, both owners should sign.You may also vote through the internet or by telephone by following the instructions on the reverse side.
