IDACORP INC, DEF 14A filed on 4/2/2024
Proxy Statement (definitive)
v3.24.1
Cover
12 Months Ended
Dec. 31, 2023
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
v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay vs. Performance Table

Summary Compensation Table Total for PEO1
($)
Compensation
Actually Paid
to PEO1,7
($)
Average Summary Compensation Table Total for non-PEO NEOs2
($)
Average Compensation Actually Paid to non-PEO NEOs2,7
($)
Value of Initial Fixed $100 Investment Based On:
Net Income5
($)
(,000s)
Company-Selected Measure - CEPS6
Year
Total Shareholder Return3
($)
Peer Group Total Shareholder Return4
($)
Ms. GrowMr. AndersonMs. GrowMr. Anderson
(a)(b)(c)(d)
(e)
(f)(g)(h)(i)
20237,372,970 4,478,465 2,102,244 1,502,568 111.86 108.16 261,893 $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 
20205,903,347 6,318,341 3,114,307 20,653 2,351,741 1,473,753 92.53 98.84 237,968 $13.79 
1 Ms. Grow was appointed CEO in June 2020. Mr. Anderson retired as CEO in June 2020.
2 Non-PEO NEOs included in the average calculation are listed below.

2023202220212020
Brian Buckhamxxxx
Adam Richinsxxxx
Jeff Malmenxxxx
Ken Petersenxx
Steve Keenxxx
3    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.
4    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.
5    The dollar amounts reported represent the amount of net income reflected in the company's audited financial statements for the applicable year.
6    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.
     
Named Executive Officers, Footnote
1 Ms. Grow was appointed CEO in June 2020. Mr. Anderson retired as CEO in June 2020.
2 Non-PEO NEOs included in the average calculation are listed below.

2023202220212020
Brian Buckhamxxxx
Adam Richinsxxxx
Jeff Malmenxxxx
Ken Petersenxx
Steve Keenxxx
     
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).
2023202220212020
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
Ms. Grow
($)
PEO
Mr. Anderson
($)
Average non-PEO NEOs
($)
Less SCT total grant date fair value of equity awards(2,440,043)(523,198)(2,092,631)(475,607)(1,714,845)(515,070)(1,371,935)(2,268,182)(466,880)
Less pension value(2,352,115)(652,352)— — (1,760,278)(567,460)(2,711,412)(2,613,893)(1,069,692)
Fair value of awards granted during fiscal year that remain unvested at fiscal year end8
2,279,119 488,692 2,494,680 446,824 2,675,143 803,500 1,293,581 208,203 440,209 
Increase by fair value of awards granted during applicable fiscal year that vested during fiscal year, determined at vesting date— — — 9,960 — — — 86,365 — 
+/- by 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-end8
(385,835)(85,064)(79,170)(17,802)760,964 301,104 (32,091)25,610 (17,817)
+/- for awards granted during prior fiscal year, determined based on change in ASC 718 fair value from prior fiscal year-end to vesting date8
(57,545)(15,236)(85,861)(50,052)(73,702)(41,379)12,945 (72,566)7,678 
Deduction of fair value of prior fiscal year awards as of prior fiscal year end that were forfeited during fiscal year— — — (73,652)— — — (1,687,333)— 
Increase by amount of dividends paid on unvested awards during fiscal year prior to vesting date61,914 13,709 47,604 11,399 31,852 11,567 19,872 24,108 9,238 
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— 173,773 — 257,634 — 327,356 — — 219,276 
(2,894,505)(599,676)284,622 108,704 (80,866)319,618 (2,789,040)(6,297,688)(877,988)
     
Non-PEO NEO Average Total Compensation Amount $ 2,102,244 $ 1,326,582 $ 1,977,637 $ 2,351,741
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,502,568 1,435,286 2,297,255 1,473,753
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).
2023202220212020
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
Ms. Grow
($)
PEO
Mr. Anderson
($)
Average non-PEO NEOs
($)
Less SCT total grant date fair value of equity awards(2,440,043)(523,198)(2,092,631)(475,607)(1,714,845)(515,070)(1,371,935)(2,268,182)(466,880)
Less pension value(2,352,115)(652,352)— — (1,760,278)(567,460)(2,711,412)(2,613,893)(1,069,692)
Fair value of awards granted during fiscal year that remain unvested at fiscal year end8
2,279,119 488,692 2,494,680 446,824 2,675,143 803,500 1,293,581 208,203 440,209 
Increase by fair value of awards granted during applicable fiscal year that vested during fiscal year, determined at vesting date— — — 9,960 — — — 86,365 — 
+/- by 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-end8
(385,835)(85,064)(79,170)(17,802)760,964 301,104 (32,091)25,610 (17,817)
+/- for awards granted during prior fiscal year, determined based on change in ASC 718 fair value from prior fiscal year-end to vesting date8
(57,545)(15,236)(85,861)(50,052)(73,702)(41,379)12,945 (72,566)7,678 
Deduction of fair value of prior fiscal year awards as of prior fiscal year end that were forfeited during fiscal year— — — (73,652)— — — (1,687,333)— 
Increase by amount of dividends paid on unvested awards during fiscal year prior to vesting date61,914 13,709 47,604 11,399 31,852 11,567 19,872 24,108 9,238 
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— 173,773 — 257,634 — 327,356 — — 219,276 
(2,894,505)(599,676)284,622 108,704 (80,866)319,618 (2,789,040)(6,297,688)(877,988)
     
Compensation Actually Paid vs. Total Shareholder Return
CompvsTSR.jpg
     
Compensation Actually Paid vs. Net Income
CompvsNetIncome.jpg
     
Compensation Actually Paid vs. Company Selected Measure
CompvsCEPS.jpg
     
Tabular List, Table
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 $ 111.86 110.06 112.38 92.53
Peer Group Total Shareholder Return Amount 108.16 117.09 115.76 98.84
Net Income (Loss) $ 261,893,000 $ 259,560,000 $ 245,872,000 $ 237,968,000
Company Selected Measure Amount 15.10 14.65 14.15 13.79
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 $ 7,372,970 $ 4,441,045 $ 5,645,525 $ 5,903,347
PEO Actually Paid Compensation Amount 4,478,465 4,725,667 5,564,659 3,114,307
Mr. Anderson [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount       6,318,341
PEO Actually Paid Compensation Amount       20,653
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,894,505) 284,622 (80,866)  
PEO | Adjustment, Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,440,043) (2,092,631) (1,714,845)  
PEO | Adjustment, Change in Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,352,115) 0 (1,760,278)  
PEO | Adjustment, Equity Awards Granted During Year, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 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  
PEO | Adjustment, Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (385,835) (79,170) 760,964  
PEO | Adjustment, Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (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  
PEO | Adjustment, Dividends Paid on Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 61,914 47,604 31,852  
PEO | Adjustment, Options Modified [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
PEO | Adjustment, Pension Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
PEO | Ms. Grow [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (2,789,040)
PEO | Ms. Grow [Member] | Adjustment, Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (1,371,935)
PEO | Ms. Grow [Member] | Adjustment, Change in Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (2,711,412)
PEO | Ms. Grow [Member] | Adjustment, Equity Awards Granted During Year, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       1,293,581
PEO | Ms. Grow [Member] | Adjustment, Equity Awards Granted During the Year, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
PEO | Ms. Grow [Member] | Adjustment, Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (32,091)
PEO | Ms. Grow [Member] | Adjustment, Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       12,945
PEO | Ms. Grow [Member] | Adjustment, Forfeitures of Prior Year Awards that Failed to Vest During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
PEO | Ms. Grow [Member] | Adjustment, Dividends Paid on Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       19,872
PEO | Ms. Grow [Member] | Adjustment, Options Modified [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
PEO | Ms. Grow [Member] | Adjustment, Pension Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
PEO | Mr. Anderson [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (6,297,688)
PEO | Mr. Anderson [Member] | Adjustment, Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (2,268,182)
PEO | Mr. Anderson [Member] | Adjustment, Change in Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (2,613,893)
PEO | Mr. Anderson [Member] | Adjustment, Equity Awards Granted During Year, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       208,203
PEO | Mr. Anderson [Member] | Adjustment, Equity Awards Granted During the Year, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       86,365
PEO | Mr. Anderson [Member] | Adjustment, Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       25,610
PEO | Mr. Anderson [Member] | Adjustment, Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (72,566)
PEO | Mr. Anderson [Member] | Adjustment, Forfeitures of Prior Year Awards that Failed to Vest During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (1,687,333)
PEO | Mr. Anderson [Member] | Adjustment, Dividends Paid on Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       24,108
PEO | Mr. Anderson [Member] | Adjustment, Options Modified [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
PEO | Mr. Anderson [Member] | Adjustment, Pension Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (599,676) 108,704 319,618 (877,988)
Non-PEO NEO | Adjustment, Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (523,198) (475,607) (515,070) (466,880)
Non-PEO NEO | Adjustment, Change in Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (652,352) 0 (567,460) (1,069,692)
Non-PEO NEO | Adjustment, Equity Awards Granted During Year, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 488,692 446,824 803,500 440,209
Non-PEO NEO | Adjustment, Equity Awards Granted During the Year, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 9,960 0 0
Non-PEO NEO | Adjustment, Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (85,064) (17,802) 301,104 (17,817)
Non-PEO NEO | Adjustment, Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (15,236) (50,052) (41,379) 7,678
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 (73,652) 0 0
Non-PEO NEO | Adjustment, Dividends Paid on Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 13,709 11,399 11,567 9,238
Non-PEO NEO | Adjustment, Options Modified [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Adjustment, Pension Service Cost [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 173,773 $ 257,634 $ 327,356 $ 219,276