IDACORP INC, DEF 14A filed on 4/2/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name IDACORP, Inc.
Entity Central Index Key 0001057877
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance

We are providing the following information about the relationship between compensation actually paid, as computed in accordance with Item 402(v) of Regulation S-K, to our CEO (PEO in the table below) and our other NEOs as a group (non-PEO NEOs in the table below) and certain financial performance of the company. For further information concerning our pay-for-performance philosophy and how we align executive compensation with company performance, please refer to the CD&A in this proxy statement.

Pay vs. Performance Table

Summary Compensation Table Total for PEO
($)
Compensation
Actually Paid
to PEO6
($)
Average Summary Compensation Table Total for non-PEO NEOs1
($)
Average Compensation Actually Paid to non-PEO NEOs1,6
($)
Value of Initial Fixed $100 Investment Based On:
Net Income4
($)
(,000s)
Company-Selected Measure - CEPS5
Year
Total Shareholder Return2
($)
Peer Group Total Shareholder Return3
($)
(a)(b)(c)(d)
(e)
(f)(g)(h)(i)
20257,529,892 10,481,429 2,099,696 2,748,889 128.83 121.41 324,133 $16.54 
20246,704,645 7,642,400 1,743,566 2,173,392 118.97 127.32 289,951 $15.75 
20237,372,970 4,478,465 2,102,244 1,502,568 103.50 106.91 261,893 $15.10 
20224,441,045 4,725,667 1,326,582 1,435,286 110.06 117.09 259,560 $14.65 
20215,645,525 5,564,659 1,977,637 2,297,255 112.38 115.76 245,872 $14.15 
1 Non-PEO NEOs included in the average calculation are listed below.

20252024202320222021
Brian Buckhamxxxxx
Adam Richinsxxxxx
Jeff Malmenxxxxx
Tim Tatumxx
Ken Petersenxx
Steve Keenxx
2    TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (assuming dividend reinvestment) and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period.
3    Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used is the EEI Utilities Index.
4    The dollar amounts reported represent the amount of net income reflected in the company's audited financial statements for the applicable year.
5    The company selected measure is CEPS, or cumulative earnings per share, which represents a key measure of performance for the benefit of shareholders aligning executive officers' management efforts to enhance revenue and contain costs with shareholders' performance objectives.
       
Company Selected Measure Name CEPS        
Named Executive Officers, Footnote
1 Non-PEO NEOs included in the average calculation are listed below.

20252024202320222021
Brian Buckhamxxxxx
Adam Richinsxxxxx
Jeff Malmenxxxxx
Tim Tatumxx
Ken Petersenxx
Steve Keenxx
       
Peer Group Issuers, Footnote The peer group used is the EEI Utilities Index.        
Adjustment To PEO Compensation, Footnote The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. The following adjustments were made to total compensation from the Summary Compensation Table (SCT) for each year to arrive at compensation actually paid, as computed in accordance with Item 402(v) of Regulation S-K (in dollars).
20252024202320222021
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
Less SCT total grant date fair value of equity awards(2,942,308)(608,960)(2,890,889)(594,579)(2,440,043)(523,198)(2,092,631)(475,607)(1,714,845)(515,070)
Less pension value(1,736,023)(454,041)(1,134,996)(203,140)(2,352,115)(652,352)— — (1,760,278)(567,460)
Fair value of awards granted during fiscal year that remain unvested at fiscal year end7
4,647,728 961,948 4,059,516 834,931 2,279,119 488,692 2,494,680 446,824 2,675,143 803,500 
Increase by fair value of awards granted during applicable fiscal year that vested during fiscal year, determined at vesting date— — — — — — — 9,960 — — 
Adjust (+/-) for change in fair value of outstanding unvested prior fiscal year awards that remain unvested at fiscal year-end compared to fair value as of prior fiscal year-end7
2,827,441 588,036 1,045,037 221,104 (385,835)(85,064)(79,170)(17,802)760,964 301,104 
Adjust (+/-) awards granted during prior fiscal year that vested during current year, determined based on change in ASC 718 fair value from prior fiscal year-end to vesting date7
64,146 13,187 (219,158)(51,648)(57,545)(15,236)(85,861)(50,052)(73,702)(41,379)
Deduction of fair value of prior fiscal year awards as of prior fiscal year end that were forfeited during fiscal year— — — — — — — (73,652)— — 
Increase by amount of dividends paid on unvested awards during fiscal year prior to vesting date90,553 18,823 78,245 16,257 61,914 13,709 47,604 11,399 31,852 11,567 
Increase by incremental fair value of options/SARS modified during fiscal year— — — — — — — — — — 
Increase by service cost and prior service cost (if applicable) for pension plans during fiscal year— 130,200 — 206,901 — 173,773 — 257,634 — 327,356 
2,951,537 649,193 937,755 429,826 (2,894,505)(599,676)284,622 108,704 (80,866)319,618 

7    To calculate the fair value of our performance-based restricted stock unit awards, the probability of achievement in CEPS was re-evaluated annually. The valuation assumptions used to calculate fair values for the TSR component of the awards did not materially differ from those disclosed at the time of grant, except for consideration of historical performance-to-date as of the valuation date.
       
Non-PEO NEO Average Total Compensation Amount $ 2,099,696 $ 1,743,566 $ 2,102,244 $ 1,326,582 $ 1,977,637
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,748,889 2,173,392 1,502,568 1,435,286 2,297,255
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. The following adjustments were made to total compensation from the Summary Compensation Table (SCT) for each year to arrive at compensation actually paid, as computed in accordance with Item 402(v) of Regulation S-K (in dollars).
20252024202320222021
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
Less SCT total grant date fair value of equity awards(2,942,308)(608,960)(2,890,889)(594,579)(2,440,043)(523,198)(2,092,631)(475,607)(1,714,845)(515,070)
Less pension value(1,736,023)(454,041)(1,134,996)(203,140)(2,352,115)(652,352)— — (1,760,278)(567,460)
Fair value of awards granted during fiscal year that remain unvested at fiscal year end7
4,647,728 961,948 4,059,516 834,931 2,279,119 488,692 2,494,680 446,824 2,675,143 803,500 
Increase by fair value of awards granted during applicable fiscal year that vested during fiscal year, determined at vesting date— — — — — — — 9,960 — — 
Adjust (+/-) for change in fair value of outstanding unvested prior fiscal year awards that remain unvested at fiscal year-end compared to fair value as of prior fiscal year-end7
2,827,441 588,036 1,045,037 221,104 (385,835)(85,064)(79,170)(17,802)760,964 301,104 
Adjust (+/-) awards granted during prior fiscal year that vested during current year, determined based on change in ASC 718 fair value from prior fiscal year-end to vesting date7
64,146 13,187 (219,158)(51,648)(57,545)(15,236)(85,861)(50,052)(73,702)(41,379)
Deduction of fair value of prior fiscal year awards as of prior fiscal year end that were forfeited during fiscal year— — — — — — — (73,652)— — 
Increase by amount of dividends paid on unvested awards during fiscal year prior to vesting date90,553 18,823 78,245 16,257 61,914 13,709 47,604 11,399 31,852 11,567 
Increase by incremental fair value of options/SARS modified during fiscal year— — — — — — — — — — 
Increase by service cost and prior service cost (if applicable) for pension plans during fiscal year— 130,200 — 206,901 — 173,773 — 257,634 — 327,356 
2,951,537 649,193 937,755 429,826 (2,894,505)(599,676)284,622 108,704 (80,866)319,618 

7    To calculate the fair value of our performance-based restricted stock unit awards, the probability of achievement in CEPS was re-evaluated annually. The valuation assumptions used to calculate fair values for the TSR component of the awards did not materially differ from those disclosed at the time of grant, except for consideration of historical performance-to-date as of the valuation date.
       
Compensation Actually Paid vs. Total Shareholder Return        
Compensation Actually Paid vs. Net Income
CompvsNetIncome2026.jpg
       
Compensation Actually Paid vs. Company Selected Measure
Descriptions of the Information Presented in the Pay vs. Performance Table

We are providing the following graphics to illustrate the relationship between the compensation actually paid to our PEO and our non-PEOs as a group and company performance as set forth and described in and under the “Pay vs. Performance Table,” including TSR, CEPS, and net income. The TSR graphic also illustrates the relationship between the company's cumulative TSR and our peer group's cumulative TSR.



CompvsTSR2026.jpg
CompvsCEPS2026.jpg
       
Tabular List, Table
Unranked List of Most Important Financial Performance Measures

As described in more detail in the CD&A, the most important financial performance measures used by the Company to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the company's performance are as follows:

CEPS;
TSR; and
Net income.
       
Total Shareholder Return Amount $ 128.83 118.97 103.50 110.06 112.38
Peer Group Total Shareholder Return Amount 121.41 127.32 106.91 117.09 115.76
Net Income (Loss) $ 324,133,000 $ 289,951,000 $ 261,893,000 $ 259,560,000 $ 245,872,000
Company Selected Measure Amount 16.54 15.75 15.10 14.65 14.15
Measure:: 1          
Pay vs Performance Disclosure          
Name CEPS        
Measure:: 2          
Pay vs Performance Disclosure          
Name TSR        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net income        
Ms. Grow [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 7,529,892 $ 6,704,645 $ 7,372,970 $ 4,441,045 $ 5,645,525
PEO Actually Paid Compensation Amount 10,481,429 7,642,400 4,478,465 4,725,667 5,564,659
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,951,537 937,755 (2,894,505) 284,622 (80,866)
PEO | Adjustment, Equity Awards Granted During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,942,308) (2,890,889) (2,440,043) (2,092,631) (1,714,845)
PEO | Adjustment, Change in Pension Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,736,023) (1,134,996) (2,352,115) 0 (1,760,278)
PEO | Adjustment, Equity Awards Granted During Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,647,728 4,059,516 2,279,119 2,494,680 2,675,143
PEO | Adjustment, Equity Awards Granted During the Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Adjustment, Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,827,441 1,045,037 (385,835) (79,170) 760,964
PEO | Adjustment, Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 64,146 (219,158) (57,545) (85,861) (73,702)
PEO | Adjustment, Forfeitures of Prior Year Awards that Failed to Vest During the Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Adjustment, Dividends Paid on Unvested Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 90,553 78,245 61,914 47,604 31,852
PEO | Adjustment, Options Modified [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Adjustment, Pension Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 649,193 429,826 (599,676) 108,704 319,618
Non-PEO NEO | Adjustment, Equity Awards Granted During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (608,960) (594,579) (523,198) (475,607) (515,070)
Non-PEO NEO | Adjustment, Change in Pension Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (454,041) (203,140) (652,352) 0 (567,460)
Non-PEO NEO | Adjustment, Equity Awards Granted During Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 961,948 834,931 488,692 446,824 803,500
Non-PEO NEO | Adjustment, Equity Awards Granted During the Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 9,960 0
Non-PEO NEO | Adjustment, Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 588,036 221,104 (85,064) (17,802) 301,104
Non-PEO NEO | Adjustment, Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,187 (51,648) (15,236) (50,052) (41,379)
Non-PEO NEO | Adjustment, Forfeitures of Prior Year Awards that Failed to Vest During the Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 (73,652) 0
Non-PEO NEO | Adjustment, Dividends Paid on Unvested Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 18,823 16,257 13,709 11,399 11,567
Non-PEO NEO | Adjustment, Options Modified [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Adjustment, Pension Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 130,200 $ 206,901 $ 173,773 $ 257,634 $ 327,356
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true