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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Date and Time:
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Thursday, May 21, 2020 at 10:00 a.m. Mountain Time
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Place:
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To register for and participate in the live online Annual Meeting, please visit www.proxydocs.com/IDA. Please note that you will need the control number included on your proxy card and Notice of Internet Availability in order to register for and to access the Annual Meeting. Registration to participate is due by Monday, May 18, 2020 at 3:00 p.m. Mountain Time.
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Items of Business:
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• To elect 10 directors nominated by the board of directors for one-year terms;
• 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 year ending December 31, 2020; and
• To transact such other business that may properly come before the meeting and any adjournments or postponements of the meeting.
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As of the date of this notice, the company has received no notice of any matters, other than those listed above, that may properly be presented at the annual meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the proxy card that accompanies this proxy statement, or their duly constituted substitutes, will be deemed authorized to vote the shares represented by proxy or otherwise act on those matters in accordance with their judgment.
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Record Date:
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Holders of record of IDACORP common stock at the close of business on April 1, 2020, are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.
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How to Vote:
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Please vote your shares at your earliest convenience. Registered holders may vote (a) by Internet prior to the Annual Meeting at www.proxypush.com/ida; (b) by Internet during the Annual Meeting at www.proxydocs.com/ida; (c) by toll-free telephone by calling (866) 702-2221; or (d) by mail (if you received a paper copy of the proxy materials by mail) by marking, signing, dating, and promptly mailing the enclosed proxy card in the postage-paid envelope. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares.
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Page
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PROXY STATEMENT HIGHLIGHTS
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i
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PART 1 – INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
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1
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General Information
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1
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Questions and Answers About the Annual Meeting, this Proxy Statement, and Voting
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2
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PART 2 – CORPORATE GOVERNANCE AT IDACORP
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6
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PART 3 – BOARD OF DIRECTORS
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18
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PROPOSAL NO. 1: Election of Directors
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18
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Committees of the Board of Directors
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23
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Director Compensation
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25
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PART 4 – EXECUTIVE COMPENSATION
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28
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Compensation Discussion and Analysis
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28
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Compensation Committee Report
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51
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Our Compensation Policies and Practices as They Relate to Risk Management
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52
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Compensation Tables
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53
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2019 Summary Compensation Table
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53
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Grants of Plan-Based Awards in 2019
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54
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Outstanding Equity Awards at Fiscal Year-End 2019
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56
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Option Exercises and Stock Vested During 2019
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57
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Pension Benefits for 2019
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58
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Nonqualified Deferred Compensation for 2019
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62
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Potential Payments Upon Termination or Change in Control
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64
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PROPOSAL NO. 2: Advisory Resolution to Approve Executive Compensation
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72
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CEO Pay Ratio
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73
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PART 5 – AUDIT COMMITTEE MATTERS
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74
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PROPOSAL NO.3: Ratification of Appointment of Independent Registered Public Accounting Firm
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74
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Independent Accountant Billings
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74
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Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services
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75
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Report of the Audit Committee
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76
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PART 6 – OTHER MATTERS
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77
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Other Business
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77
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Shared-Address Shareholders
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77
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2021 Annual Meeting of Shareholders
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77
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Annual Report and Financial Statements
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77
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APPENDICES
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A-1
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APPENDIX A – Compensation Survey Data Companies
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A-1
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•
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Date and Time: May 21, 2020 at 10:00 a.m. Mountain Time
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•
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Meeting Place and Registration Link: www.proxydocs.com/IDA. Virtual Meeting Only - No Physical Location.
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◦
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You must register by May 18, 2020 at 3:00 p.m. Mountain Time.
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•
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Eligibility: You are eligible to vote if you were a shareholder of record at the close of business on April 1, 2020.
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•
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Your Vote: You may cast your vote in any of the following ways:
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Summary Description of Voting Matters
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Board Voting Recommendation
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1. Election of ten director nominees for a one-year term
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ü FOR each director nominee
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2. Advisory resolution to approve our executive compensation
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ü FOR
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3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020
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ü FOR
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Committee Memberships
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Director Nominee
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Director Since
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Age
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Independent
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Audit
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Compensation
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Corp. Gov. and Nomin.
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Executive
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Darrel T. Anderson
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2013
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62
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©
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Thomas E. Carlile
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2014
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68
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ü
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ü
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Richard J. DahlBC
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2008
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68
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ü
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©
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ü
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Annette G. Elg
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2017
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63
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ü
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ü
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Lisa A. Grow
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2020
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54
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Ronald W. Jibson
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2013
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67
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ü
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ü
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Judith A. Johansen
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2007
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61
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ü
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ü
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ü
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Dennis L. Johnson
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2013
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65
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ü
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ü
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ü
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Christine King
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2006
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70
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ü
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©
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ü
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Richard J. Navarro
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2015
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67
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ü
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©
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ü
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•
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We achieved our twelfth consecutive year of earnings growth.
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We provided a 13 percent cumulative annual total shareholder return ("TSR") over the past three years, including share price appreciation and dividends paid.
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Idaho Power's customer count grew 2.5 percent from 2018.
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We achieved our lowest ever recorded employee safety incident rate, which was significantly below the national average and average of peer utilities of similar size.
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Idaho Power reached its highest ever recorded residential customer satisfaction score, the highest of any investor-owned utility in the nation, as rated by an independent third party.
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We continued strong performance in system reliability, slightly behind 2018's record reliability score.
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Our board of directors increased the quarterly dividend, from $0.63 per share to $0.67 per share, as part of a 123 percent increase in quarterly dividends approved over the last eight years.
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We adopted a new dividend policy that provides for a target long-term dividend payout ratio of between 60 percent and 70 percent of sustainable IDACORP earnings, an increase from the previous policy adopted in 2011 that targeted a dividend payout ratio of between 50 percent to 60 percent of sustainable earnings.
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We reached an agreement with NV Energy, approved by the Idaho Public Utilities Commission ("IPUC") and Oregon Public Utility Commission ("OPUC"), that facilitates the planned end of Idaho Power's participation in coal-fired operations at units 1 and 2 of its jointly-owned North Valmy coal-fired power plant in 2019 and 2025, respectively. As planned, Idaho Power ended its participation in unit 1 of the North Valmy plant on December 31, 2019.
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We announced our "Clean Today, Cleaner Tomorrow.®" goal to provide our customers with 100-percent clean energy by 2045.
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We beat our carbon dioxide (CO2) emissions intensity goal, with an average reduction of 29 percent since 2010.
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ü
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We use a number of financial and operational performance metrics for executive compensation and have a policy that a significant percentage of our executives’ target compensation be “at-risk”
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ü
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Our compensation committee retains an independent consultant
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ü
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We impose minimum stock ownership and retention obligations
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ü
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We have adopted a clawback policy
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ü
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We impose a maximum cap on incentive compensation
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ü
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We do not provide employment agreements
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ü
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We do not permit hedging or pledging of our stock by executive officers
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ü
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We provide only limited perquisites
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ü
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We do not provide stock options
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ü
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We have a low burn rate on equity for incentive awards
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ü
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We analyze peer groups and market data
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ü
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We set our target goal for TSR performance at the 55th percentile of our peer group for long-term incentive
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PROXY STATEMENT
IDACORP, Inc. – 1221 W. Idaho Street – Boise, Idaho 83702-5627
PART 1 – INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
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Proposal Number
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Description of Proposal
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Board Recommendation
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Page Reference
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1
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Elect to the board of directors the ten nominees who are named in this proxy statement to serve until the 2021 annual meeting of shareholders, or until their successors are elected and qualified
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FOR each director nominee
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18
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2
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Advisory resolution to approve our executive compensation
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FOR
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72
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3
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Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020
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FOR
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74
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Proposal Number
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Vote Requirement
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Effect of Withholding, Abstentions and Broker Non-Votes
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1
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Our directors are elected by a plurality of the votes cast by the shares entitled to vote in the election of directors.
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No effect, though a “withhold” vote is relevant under our director resignation policy
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2
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The advisory resolution on executive compensation is approved if the votes cast in favor exceed the votes cast against the resolution.
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No effect
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3
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The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020 is approved if the votes cast in favor exceed the votes cast against ratification.
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Abstentions will have no effect; uninstructed shares are subject to a discretionary vote by a broker or other nominee
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PART 2 – CORPORATE GOVERNANCE AT IDACORP
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ü
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Annual election of all directors
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ü
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Majority vote resignation policy for directors in uncontested elections
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ü
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Independent chairperson
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ü
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Compensation clawback policy
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ü
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8 of our 10 current directors, and 8 of our 10 director nominees, are independent
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ü
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Stock retention requirement for officers
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ü
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Regular board and committee executive sessions by non-management and independent directors
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ü
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Mandatory continuing education requirements for our directors
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ü
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Mandatory director retirement age of 72
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ü
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No shareholder rights plan
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ü
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Stock ownership requirement for directors and officers
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ü
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Independent audit, compensation, and corporate governance and nominating committees
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ü
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Prohibition on hedging and pledging of securities for directors and officers
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ü
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Robust codes of conduct and ethics, reviewed by our directors
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ü
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Annual self-evaluations of the board and committees
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ü
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Significant participation by the board in succession planning
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ü
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Board oversight of our cultural values of safety, integrity, and respect
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•
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establishing responsible management goals related to our impact on the environment, such as
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Idaho Power's "Clean Today, Cleaner Tomorrow.®" goal to provide Idaho Power's customers with 100-percent clean energy by 2045,
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◦
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the sustainability benefits from the Boardman-to-Hemingway transmission project, which includes regional sharing of clean and renewable energy resources, integrating renewable energy generation, and deferring the need for development of additional fossil-fueled resources,
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continuing various environmental stewardship programs along the Snake River, including fish habitat preservation and restoration,
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wildfire mitigation planning and actions, and
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wildlife habitat, archaeological and cultural resource, and raptor protection stewardships.
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•
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operational excellence in providing reliable, fair priced, and clean energy, and numerous successful energy efficiency and demand reduction programs,
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•
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engaging and empowering Idaho Power’s workforce (including succession planning at all levels, employee development, retirement planning education, and providing post-retirement benefits),
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•
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promoting a culture of safety and inclusiveness for all employees, and
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•
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building strong community partnerships for healthy economic development in Idaho Power’s service area.
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charters for the audit committee, compensation committee, and corporate governance and nominating committee; and
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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.
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•
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at least one member of our audit committee be an “audit committee financial expert”;
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•
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our directors automatically retire immediately prior to the first annual meeting of shareholders after they reach age 72; and
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•
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a majority of board members be independent under our Corporate Governance Guidelines and applicable New York Stock Exchange listing standards.
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•
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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
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•
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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.
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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
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•
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logging on to www.idacorp.ethicspoint.com and following the instructions to file a report if the concern is of an ethical nature.
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officer, director, or director nominee of IDACORP or any subsidiary;
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•
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person known to be a greater than 5% beneficial owner of IDACORP voting securities;
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•
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immediate family member of the foregoing persons, or person (other than a tenant or employee) sharing the household of the foregoing persons; or
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•
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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.
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•
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transactions available to all employees generally;
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•
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the purchase or sale of electric energy at rates fixed in conformity with law or governmental authority;
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•
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transactions involving compensation, employment agreements, or special supplemental benefits for directors or officers that are reviewed and approved by the compensation committee; and
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•
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transactions between or among companies within the IDACORP family.
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•
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if it determines in good faith that the transaction is in, or is not inconsistent with, the best interests of our company and the shareholders; and
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•
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if the transaction is on terms comparable to those that could be obtained in an arm’s-length dealing with an unrelated third party.
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Amount and
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||
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Nature of
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Beneficial
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Percent
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Name of Beneficial Owner
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Title of Class
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Ownership1
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of Class
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Non-Employee Directors
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Thomas Carlile2
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Common Stock
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10,555
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*
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Richard J. Dahl
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Common Stock
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14,320
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*
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Annette G. Elg
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Common Stock
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3,589
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*
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Ronald W. Jibson
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Common Stock
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9,518
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*
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Judith A. Johansen3
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Common Stock
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18,880
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*
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Dennis L. Johnson4
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Common Stock
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10,103
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*
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Christine King
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Common Stock
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12,192
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*
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Richard J. Navarro
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Common Stock
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8,023
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*
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Named Executive Officers
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Darrel T. Anderson
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Common Stock
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109,995
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*
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Lisa A. Grow
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Common Stock
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17,876
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*
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Steven R. Keen
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Common Stock
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15,226
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*
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Brian R. Buckham
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Common Stock
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4,899
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*
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Jeffrey L. Malmen
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Common Stock
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13,272
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*
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All directors and executive officers as a group (19 persons)5
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Common Stock
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268,158
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0.53
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%
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*
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Less than 1%.
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1
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Includes 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 20, 2020.
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2
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Includes 4,351 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.
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3
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Includes 18,880 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.
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4
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Includes 6,457 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.
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5
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Includes 24,058 shares owned by six persons who are executive officers of Idaho Power but not of IDACORP.
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent of Class
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BlackRock, Inc.
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7,707,8531
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15.3%
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55 East 52nd Street
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New York, NY 10055
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The Vanguard Group, Inc.
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5,817,1202
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11.54%
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100 Vanguard Blvd.
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Malvern, PA 19355
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1
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Based on a Schedule 13G/A filed on February 4, 2020, by BlackRock, Inc. BlackRock, Inc. reported sole voting power as to 6,983,885 shares and sole dispositive power as to 7,707,853 shares as the parent holding company or control person of BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock Institutional Trust Company, National Association (beneficially owns 5% or greater of the outstanding shares reported); BlackRock (Netherlands) B.V.; BlackRock Fund Advisors (beneficially owns 5% or greater of the outstanding shares reported); 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.
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2
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Based on a Schedule 13G/A filed on February 12, 2020, by The Vanguard Group, Inc. The Vanguard Group, Inc. reported sole voting power as to 39,354 shares, shared voting power as to 20,580, sole dispositive power as to 5,777,336 shares, and shared dispositive power as to 39,784 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 19,204 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 40,730 shares as a result of its serving as investment manager of Australian investment offerings.
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PART 3 – BOARD OF DIRECTORS
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Professional Experience: Mr. Anderson has been the CEO of Idaho Power since January 2014 and president and CEO of IDACORP since May 2014. He was 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.
Current Public Company Directorships: Idaho Power Company
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Darrel T. Anderson
Age: 62
Director Since: 2013
Committees:
Executive
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Former Public Company Directorships in Past Five Years: None
Qualifications and Expertise as a Director: As IDACORP’s president and CEO and Idaho Power’s 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.
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Professional Experience: Mr. Carlile served as the CEO of Boise Cascade Company, one of the largest producers of plywood and engineered wood products in North America and a leading U.S. wholesale distributor of building products, from 2013 to 2015, and as the CEO and a director of Boise Cascade LLC, a predecessor to Boise Cascade Company, from 2009 to 2013. He has served as a director of Boise Cascade Company since 2013 and has been chairman of the board of Boise Cascade Company since 2015.
Current Public Company Directorships: Boise Cascade Company; Idaho Power Company
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Thomas Carlile
Age: 68
Director Since: 2014
Committees:
Corp. Gov. & Nominating;
|
Former Public Company Directorships in Past Five Years: None
Qualifications and Expertise as a Director: Mr. Carlile brings financial, operational, and executive experience to our board of directors. Mr. Carlile acquired his extensive financial background through his former positions at Boise Cascade. An Idaho native, he also brings to the board of directors his knowledge of economics and finance and experience operating a company within Idaho Power’s service area, offering him the ability to provide the board of directors with insight into local, state, and regional issues.
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Professional Experience: Mr. Dahl served as the chairman 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 chairman of the board. He was also formerly the chairman 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.
Current Public Company Directorships: Dine Brands Global, Inc.; Hawaiian Electric Industries, Inc.; Idaho Power Company
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Richard J. Dahl
Age: 68
Director Since: 2008
Committees:
Corp. Gov. & Nominating;
Executive
|
Former Public Company Directorships in Past Five Years: International Rectifier Corp.; Hawaiian Electric Company
Qualifications and Expertise as a Director: Mr. Dahl’s financial, operational, and executive experience make him an outstanding asset to our board of directors. Mr. Dahl acquired his extensive financial background through his former positions at major public and private corporations, as well as with the Ernst & Young accounting firm. His service on other public company boards, including as former chairman of the board of International Rectifier Corp. and as chairman 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 audit committee, of which he is the chairman. 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. and the Advisory Board of the College of Business and Economics.
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Professional Experience: Ms. Elg served as the senior vice president and chief financial officer for the J.R. Simplot Company, a privately-held food and agribusiness company, from 2002 to 2016. During her 27-year career with J.R. Simplot Company, Ms. Elg held various positions, including vice president and corporate controller and vice president and controller for the food group.
Current Public Company Directorships: Idaho Power Company
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Annette G. Elg
Age: 63
Director Since: 2017
Committees:
Audit
|
Former Public Company Directorships in Past Five Years: Cascade Bancorp
Qualifications and Expertise as a Director: A considerable number of Idaho Power’s large customers are in the agricultural and food processing industries, and Ms. Elg brings extensive financial and operational experience in the agribusiness industry to our board of directors. Ms. Elg acquired her extensive financial experience through a number of officer positions at J.R. Simplot Company, and by serving as a director for Cascade Bancorp. Prior to joining Simplot, Ms. Elg spent ten years with the accounting firm Arthur Andersen LLP where she served clients in a variety of industries. An Idaho native, she contributes to our board of directors and company her knowledge of agriculture as it lends itself to commercial principles, customer satisfaction, and advanced technology.
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|
Professional Experience: Mr. Jibson was formerly the president and CEO of Questar Corporation, a natural gas-focused energy company, from 2010 to 2016 and chairman of the board from 2012 to 2016. He also served as chairman of the board of Questar Pipeline Company from 2012 to 2016, president and CEO of Wexpro Company from 2010 to 2016, and president and CEO of Questar Gas Company from 2008 to 2016.
Current Public Company Directorships: Dominion Energy, Inc.; Idaho Power Company
|
Ronald W. Jibson
Age: 67
Director Since: 2013
Committees:
Compensation
|
Former Public Company Directorships in Past Five Years: Questar Corporation; National Fuel Gas Co.
Qualifications and Expertise as a Director: Mr. Jibson has extensive experience in the regulated utility and natural gas industries, and was formerly the chairperson of the board of the American Gas Association and the Western Energy Institute. Through his industry and executive experience, Mr. Jibson provides our board of directors with valuable industry insight and strong working knowledge of rate regulation, as well as strong leadership skills and an understanding of finance and accounting. Mr. Jibson also has prior experience with hydrology and water rights issues, which is valuable given Idaho Power’s hydroelectric generation assets in the Snake River basin.
|
|
Professional 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 Company
|
Christine King
Age: 70
Director Since: 2006
Committees:
Compensation;
Executive
|
Former 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.
|
|
Professional Experience: Mr. Navarro was the chief administrative officer of Albertson’s LLC and AB Management Services Corp., a food and drug retailer, from 2014 to 2015, and the CFO of Albertson’s LLC from 2006 to 2014. Mr. Navarro was also a director of Home Federal Bancorp, Inc. from 2005 to 2014.
Current Public Company Directorships: Idaho Power Company
|
Richard J. Navarro
Age: 67
Director Since: 2015
Committees:
Audit; Executive
|
Former Public Company Directorships in Past Five Years: Home Federal Bancorp, Inc.
Qualifications and Expertise as a Director: Mr. Navarro joined our board of directors in 2015 with a strong business and financial background and significant business experience within our service area. His experience from serving as the former CFO of Albertson’s, as well as his prior service on the board of a financial institution, gives him important background and insight into financial matters, allowing him to contribute significantly to finance, accounting, and capital markets matters.
|
The board of directors unanimously recommends a vote “FOR” the election of each nominee.
|
|
|
Committee Memberships
|
|||
Director
|
Independent1
|
Audit
|
Compensation
|
Corp. Gov. and Nomin.
|
Executive
|
Darrel T. Anderson
|
|
|
|
|
©
|
Thomas E. Carlile
|
ü
|
|
|
ü
|
|
Richard J. Dahl (BC)
|
ü
|
|
|
©
|
ü
|
Annette G. Elg
|
ü
|
ü
|
|
|
|
Lisa A. Grow
|
|
|
|
|
|
Ronald W. Jibson
|
ü
|
|
ü
|
|
|
Judith A. Johansen
|
ü
|
|
ü
|
ü
|
|
Dennis L. Johnson
|
ü
|
ü
|
|
ü
|
|
Christine King
|
ü
|
|
©
|
|
ü
|
Richard J. Navarro
|
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, critical audit matters, 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 at http://www.idacorpinc.com/governance/governance-documents.
|
•
|
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;
|
•
|
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.
|
•
|
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.
|
Name
(a) |
|
|
Fees
Earned or Paid in Cash ($) (b) |
|
|
Stock
Awards ($) (c)1 |
|
|
Option
Awards ($) (d)2 |
|
|
Non-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
|
|
|
81,000
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
185,905
|
|
|
Richard J. Dahl
|
|
|
164,458
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
269,363
|
|
|
Annette G. Elg
|
|
|
87,000
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
191,905
|
|
|
Ronald Jibson
|
|
|
81,000
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
185,905
|
|
|
Judith A. Johansen
|
|
|
87,000
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
191,905
|
|
|
Dennis L. Johnson
|
|
|
91,000
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
195,905
|
|
|
Christine King
|
|
|
94,000
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
198,905
|
|
|
Richard J. Navarro
|
|
|
97,333
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
202,238
|
|
|
Robert A. Tinstman4
|
|
|
78,750
|
|
|
104,905
|
|
|
|
—
|
|
|
—
|
|
|
-5
|
|
|
|
—
|
|
|
|
|
183,655
|
|
|
1
|
This 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, 2019, which was $98.41.
|
2
|
No options were awarded to directors in 2019. As of December 31, 2019, no member of the board of directors owned any stock options.
|
3
|
Employee directors do not receive fees or awards for service as a member of our board of directors. Mr. Anderson’s 2019 compensation as an executive officer is discussed in Part 4 – “Executive Compensation” in this proxy statement.
|
4
|
Mr. Tinstman retired from the board of directors in May 2019.
|
5
|
There was no above-market interest accrued on deferred fees in 2019. 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 $67,557.
|
Annual Director Compensation Amounts for 2019
|
||||
Base Retainer
|
|
|
$75,000
|
|
Base Committee Annual Retainers:1
|
|
|
||
Audit committee
|
|
12,000
|
|
|
Compensation committee
|
|
6,000
|
|
|
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
|
|
24,500
|
|
|
Chair of compensation committee
|
|
16,000
|
|
|
Chair of corp. gov. and nom. committee
|
|
14,000
|
|
|
Annual Stock Awards
|
|
105,000
|
|
ü
|
Darrel T. Anderson
|
President and CEO of IDACORP and CEO of Idaho Power (planning to retire effective June 1, 2020)
|
ü
|
Lisa A. Grow
|
President of Idaho Power (President and CEO of IDACORP and Idaho Power effective June 1, 2020)
|
ü
|
Steven R. Keen
|
Senior vice president and CFO of IDACORP and Idaho Power
|
ü
|
Brian R. Buckham
|
Senior vice president and general counsel of IDACORP and Idaho Power
|
ü
|
Jeffrey L. Malmen
|
Senior vice president of public affairs of IDACORP and Idaho Power
|
•
|
We achieved our twelfth consecutive year of earnings growth.
|
•
|
We provided a 13 percent cumulative annual TSR over the past three years, including share price appreciation and dividends paid.
|
•
|
Idaho Power's customer count grew 2.5 percent.
|
•
|
We achieved our lowest ever recorded employee safety incident rate, which was significantly below the national average and average of peer utilities of similar size.
|
•
|
Idaho Power reached its highest ever recorded residential customer satisfaction score, the highest of any investor-owned utility in the nation, as rated by an independent third party.
|
•
|
We continued strong performance in system reliability, slightly behind 2018's record reliability score.
|
•
|
Our board of directors increased the quarterly dividend, from $0.63 per share to $0.67 per share, as part of a 123 percent increase in quarterly dividends approved over the last eight years.
|
•
|
We adopted a new dividend policy that provides for a target long-term dividend payout ratio of between 60 percent and 70 percent of sustainable IDACORP earnings, an increase from the previous policy adopted in 2011 that targeted a dividend payout ratio of between 50 percent to 60 percent of sustainable earnings.
|
•
|
We reached an agreement with NV Energy, approved by the IPUC and OPUC, that facilitates the planned end of Idaho Power's participation in coal-fired operations at units 1 and 2 of its jointly-owned North Valmy coal-fired power plant in 2019 and 2025, respectively. As planned, Idaho Power ended its participation in unit 1 of the North Valmy plant on December 31, 2019.
|
•
|
We announced our "Clean Today, Cleaner Tomorrow®" goal to provide our customers with 100-percent clean energy by 2045.
|
•
|
We beat our carbon dioxide (CO2) emissions intensity goal, with an average reduction of 29 percent since 2010.
|
•
|
Review of our compensation philosophy, including the alignment of our executive compensation practices with our compensation philosophy and assessing potential changes to address trends in market practice and shareholder expectations;
|
•
|
Review of our peer groups used for compensation benchmarking purposes for executives and directors;
|
•
|
Independent assessment and review of the rigor of incentive compensation performance goals and the goal setting process, including:
|
◦
|
Evaluating historical, recent, and projected performance; and
|
◦
|
Analyzing historical and projected peer data.
|
•
|
Analysis of competitive compensation practices for executives and directors within our peer groups;
|
•
|
Review of the description of our executive compensation practices in our annual proxy statement and apprising the compensation committee of its recommendations and necessary changes;
|
•
|
Review of share ownership guidelines;
|
•
|
Review of all aspects of our short-term and long-term incentive plan designs, including measures, weightings, leverage, and equity mix;
|
•
|
Review of change-in-control benefits to help ensure alignment with our compensation philosophy and competitive practice;
|
•
|
Regularly informing the compensation committee of legislative and regulatory changes, proxy advisor updates, market trends and current issues with respect to executive compensation and educating members on our processes, plans, and programs; and
|
•
|
Preparation for and attendance at all compensation committee meetings, including executive sessions, if applicable and as requested.
|
|
Practices 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”
|
|
û
|
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” on an annual basis
|
|
|
|
ü
|
We set our target goal for TSR performance at the 55th percentile of our peer group for long-term incentive
|
|
|
|
ü
|
We have a low burn rate on equity for incentive awards
|
|
|
|
|
|
Median Total Target Direct Compensation1
|
||
Executive
|
2019 Total Target Direct Compensation
|
Peer Group2
|
IOU Survey Data2
|
General Industry Survey Data2
|
Darrel T. Anderson
|
$3,960,000
|
$3,863,584
|
$3,429,713
|
$5,109,697
|
Lisa A. Grow
|
$1,500,000
|
$1,449,299
|
$1,111,598
|
$1,982,046
|
Steven R. Keen
|
$1,296,400
|
$1,256,904
|
$1,179,125
|
$1,693,901
|
Brian R. Buckham
|
$1,001,000
|
$1,026,743
|
$885,609
|
$1,182,153
|
Jeffrey L. Malmen
|
$704,000
|
$693,003
|
$587,669
|
$601,986
|
•
|
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.
|
•
|
Be competitive with respect to those companies 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.
|
(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.
|
•
|
Breadth -include companies that are philosophically relevant.
|
•
|
Nature 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 operations.
|
•
|
Scope - reflect an appropriate range of revenues and market capitalization.
|
•
|
Ease of administration - ensure availability of valid and reliable data (e.g., SEC filings).
|
•
|
Size - include a sufficient number of companies to provide robust data and mitigate volatility.
|
Allete Inc.
|
|
Great Plains Energy Inc.
|
PNM Resources, Inc.
|
Alliant Energy Corporation
|
|
Hawaiian Electric Company
|
Portland General Electric Co.
|
Atmos Energy Corporation
|
|
Northwestern Corporation
|
Spire Inc.
|
Avista Corp.
|
|
OGE Energy Corp.
|
Westar Energy, Inc.
|
Black Hills Corporation
|
|
ONE Gas Inc.
|
|
El Paso Electric Co.
|
|
Pinnacle West Capital Corp.
|
|
Officer Comparison Set
|
Internal Pay Ratio - 2019 Total Target Direct Compensation
|
CEO to senior vice presidents
|
3.52x
|
CEO to pay grade S-3 senior managers
|
14.77x
|
CEO to all senior managers
|
16.82x
|
|
Strategic Capability
|
|
Performance
|
●
|
Vision - builds and articulates a shared vision
|
●
|
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 behavior
|
•
|
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 perquisites
|
Executive
|
2019 Base Salary1
|
% Increase from 2018 Base Salary2
|
Darrel T. Anderson
|
$900,000
|
4.7%
|
Lisa A. Grow
|
$590,000
|
32.6%
|
Steven R. Keen
|
$463,000
|
4.0%
|
Brian R. Buckham
|
$385,000
|
13.2%
|
Jeffrey L. Malmen
|
$320,000
|
4.9%
|
•
|
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.
|
•
|
Established more challenging customer satisfaction and service reliability goals than in 2018, based on its review of historical results and factors likely to impact these measures in 2019; and
|
•
|
Established slightly more challenging adjusted consolidated net income performance goals at all levels compared to 2018, based on historic net income levels and its review of one-time drivers of results in 2018 and forecasted financial information.
|
|
|
|
|
IDACORP Short-Term Incentive Metrics
|
||||||||||
|
Performance Goal
|
|
|
Performance Levels
|
|
Qualifying Multiplier
|
2019 Actual Results
|
|||||||
|
Customer Satisfaction - Customer Relations Index Score
|
|
|
Threshold:
|
82
|
%
|
|
|
7.5
|
%
|
|
|
|
|
|
|
|
|
Target:
|
83.75
|
%
|
|
|
15
|
%
|
|
|
85.7%
|
|
|
|
|
|
Maximum:
|
85.5
|
%
|
|
|
30
|
%
|
|
|
|
|
|
Service Reliability - Number of Outage Incidents
|
|
|
Threshold:
|
≤1.65
|
|
|
|
7.5
|
%
|
|
|
|
|
|
|
|
|
Target:
|
1.40
|
|
|
|
15
|
%
|
|
|
1.22
|
|
|
|
|
|
Maximum:
|
≤1.15
|
|
|
|
30
|
%
|
|
|
|
|
|
2019 Adjusted Net Income Attributable to IDACORP (in
|
|
|
Threshold:
|
$206
|
|
|
35
|
%
|
|
|
|
|
|
|
millions)1
|
|
|
Target:
|
$221
|
|
|
70
|
%
|
|
|
$232.9
|
|
|
|
|
|
|
Maximum:
|
$236
|
|
|
140
|
%
|
|
|
|
|
|
|
IDACORP Short-Term Incentive Award Opportunity
Levels
|
|
||
Executive
|
|
Threshold1
|
Target1
|
Maximum1
|
2019 Award Earned
|
Darrel T. Anderson
|
% of Base Salary:
|
50%
|
100%
|
200%
|
|
|
Dollar Amount:
|
$450,000
|
$900,000
|
$1,800,000
|
$1,627,294
|
Lisa A. Grow2
|
% of Base Salary:
|
45%
|
90%
|
180%
|
|
|
Dollar Amount:
|
$265,500
|
$531,000
|
$1,062,000
|
$694,282
|
Steven R. Keen
|
% of Base Salary:
|
30%
|
60%
|
120%
|
|
|
Dollar Amount:
|
$138,900
|
$277,800
|
$555,600
|
$502,399
|
Brian R. Buckham
|
% of Base Salary:
|
25%
|
50%
|
100%
|
|
|
Dollar Amount:
|
$96,250
|
$192,500
|
$385,000
|
$347,089
|
Jeffrey L. Malmen
|
% of Base Salary:
|
25%
|
50%
|
100%
|
|
|
Dollar Amount:
|
$80,000
|
$160,000
|
$320,000
|
$289,270
|
•
|
time-vesting restricted stock units, vesting in January 2022, representing one-third of the awards; and
|
•
|
performance-based restricted stock units with a three-year performance period of 2019-2021, representing two-thirds of the awards at target.
|
|
-Threshold:
|
$12.50
|
|
|
-Target:
|
$13.25
|
|
|
-Maximum:
|
$14.00
|
|
|
-Threshold:
|
30th percentile
|
|
|
-Target:
|
55th percentile
|
|
|
-Maximum:
|
90th percentile
|
|
|
IDACORP Long-Term Incentive
Compensation Component
|
|
|
||
Executive
|
Number of Time-Vesting Restricted Stock Units (Percent of 2019 Base Salary)
|
Number of Performance-Based Units (Percent of 2019 Base Salary)
|
Approximate Total Long-Term
Incentive Award
(Based on 2019 Base Salary)
|
||
Darrel T. Anderson
|
7,243 (80%)
|
Threshold:
|
6,518 (72%)
|
Threshold:
|
$1,368,000
|
|
|
Target:
|
14,484 (160%)
|
Target:
|
$2,160,000
|
|
|
Maximum:
|
28,968 (320%)
|
Maximum:
|
$3,600,000
|
Lisa A. Grow
|
2,180 (43.3%)
|
Threshold:
|
1,962 (39%)
|
Threshold:
|
$411,667
|
|
|
Target:
|
4,358 (86.7%)
|
Target:
|
$650,000
|
|
|
Maximum:
|
8,716 (173.3%)
|
Maximum:
|
$1,083,333
|
Steven R. Keen
|
1,863 (40%)
|
Threshold:
|
1,676 (36%)
|
Threshold:
|
$351,880
|
|
|
Target:
|
3,726 (80%)
|
Target:
|
$555,600
|
|
|
Maximum:
|
7,452 (160%)
|
Maximum:
|
$926,000
|
Brian R. Buckham
|
1,420 (36.7%)
|
Threshold:
|
1,278 (33%)
|
Threshold:
|
$268,217
|
|
|
Target:
|
2,840 (73.3%)
|
Target:
|
$423,500
|
|
|
Maximum:
|
5,680 (146.7%)
|
Maximum:
|
$705,833
|
Jeffrey L. Malmen
|
752 (23.3%)
|
Threshold:
|
676 (21%)
|
Threshold:
|
$141,867
|
|
|
Target:
|
1,502 (46.7%)
|
Target:
|
$224,000
|
|
|
Maximum:
|
3,004 (93.3%)
|
Maximum:
|
$373,333
|
Executive
|
Restricted Stock Units Granted in February 2017
(#)
|
Shares Earned in February 2020
(#)
|
Dividend Equivalents
($)
|
Darrel T. Anderson
|
14,176
|
20,328
|
$159,981
|
Lisa A. Grow
|
3,544
|
5,082
|
$39,995
|
Steven R. Keen
|
3,722
|
5,337
|
$42,002
|
Brian R. Buckham
|
2,174
|
3,118
|
$24,539
|
Jeffrey L. Malmen
|
1,426
|
2,045
|
$16,094
|
•
|
chief executive officer and presidents - 5x annual base salary;
|
•
|
senior vice presidents - 3x annual base salary; and
|
•
|
vice presidents - 1x annual base salary.
|
Compensation Committee Report
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on its review and these discussions, the compensation committee has recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019.
|
|
|
|
|
THE COMPENSATION COMMITTEE
|
|
Christine King, Chair
|
|
Judith A. Johansen
|
|
Ronald W. Jibson
|
•
|
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.
|
Name 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
($)
(j)
|
Total Without Change in Pension Value
($)4
|
Darrel T. Anderson
President and CEO
|
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
|
|
2017
|
798,077
|
--
|
1,783,270
|
--
|
1,341,169
|
2,761,720
|
11,360
|
6,695,596
|
3,933,876
|
|
Lisa A. Grow
President (Idaho Power)
|
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
|
|
2017
|
398,462
|
--
|
445,817
|
--
|
401,769
|
891,452
|
13,093
|
2,150,593
|
1,259,141
|
|
Steven R. Keen
SVP and CFO
|
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
|
|
2017
|
418,462
|
--
|
468,126
|
--
|
421,935
|
1,145,661
|
10,850
|
2,465,034
|
1,319,373
|
|
Brian R. Buckham
SVP and General Counsel
|
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
|
|
2017
|
297,308
|
--
|
273,644
|
--
|
249,813
|
56,956
|
10,800
|
888,521
|
831,565
|
|
Jeffrey L. Malmen
SVP of Public Affairs
|
2019
|
319,423
|
--
|
227,773
|
--
|
289,270
|
969,240
|
11,628
|
1,817,334
|
848,094
|
2018
|
304,616
|
--
|
220,736
|
--
|
292,888
|
--5
|
11,520
|
829,760
|
829,760
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Amounts in this column represent the aggregate grant date fair value of the time-vesting restricted stock and the performance-based shares (at target) granted in each of the years shown calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 – Stock Compensation. Consistent with FASB ASC Topic 718, the full grant date fair value for the market-related TSR component of the performance-based restricted stock units for the entire three-year performance cycle is included in the amounts shown for 2019 (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 7 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, on file with the U.S. Securities and Exchange Commission.
|
Name
|
Grant Date Fair Value of CEPS Component
|
Darrel T. Anderson
|
$1,436,378
|
Lisa A. Grow
|
$432,183
|
Steven R. Keen
|
$369,507
|
Brian R. Buckham
|
$281,643
|
Jeffrey L. Malmen
|
$148,953
|
2
|
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 3.95% for 2017, 4.55% for 2018, and 3.60% for 2019; and use of the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with MP-2019 projection scale adjusted with an ultimate improvement rate of 0.75% and retirement age at 62. There were no above market earnings on deferred compensation.
|
3
|
For 2019, 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. Keen and Ms. Grow.
|
4
|
Total 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
|
5
|
Mr. Malmen’s Change in Pension Value and Nonqualified Deferred Compensation Earnings for 2018 was negative $1,288.
|
Name
(a)
|
Grant Date
(b)
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All Other Awards: Number of Shares of Stock or Units
(#)
(i)
|
Grant Date Fair Value of
Units and Option Awards
($)
(l)
|
||||
Threshold
($)
(c)
|
Target
($)
(d)
|
Maximum
($)
(e)
|
Threshold
(#)
(f)
|
Target
(#)
(g)
|
Maximum
(#)
(h)
|
||||
Darrel T. Anderson
|
|||||||||
Short-Term Incentive1
|
2/22/2019
|
450,000
|
900,000
|
1,800,000
|
|
|
|
|
|
Restricted Stock Units – Time2
|
2/22/2019
|
|
|
|
|
|
|
7,243
|
720,099
|
Restricted Stock Units – Perf.3
|
2/22/2019
|
|
|
|
6,518
|
14,484
|
28,968
|
|
1,475,485
|
Lisa A. Grow
|
|||||||||
Short-Term Incentive1,4
|
2/22/2019
|
265,500
|
531,000
|
1,062,000
|
|
|
|
|
|
Restricted Stock Units – Time2
|
2/22/2019
|
|
|
|
|
|
|
2,180
|
216,736
|
Restricted Stock Units – Perf.3
|
2/22/2019
|
|
|
|
1,962
|
4,358
|
8,716
|
|
443,949
|
Steven R. Keen
|
|||||||||
Short-Term Incentive1
|
2/22/2019
|
138,900
|
277,800
|
555,600
|
|
|
|
|
|
Restricted Stock Units – Time2
|
2/22/2019
|
|
|
|
|
|
|
1,863
|
185,219
|
Restricted Stock Units – Perf.3
|
2/22/2019
|
|
|
|
1,676
|
3,726
|
7,452
|
|
379,568
|
Brian R. Buckham
|
|||||||||
Short-Term Incentive1
|
2/22/2019
|
96,250
|
192,500
|
385,000
|
|
|
|
|
|
Restricted Stock Units – Time2
|
2/22/2019
|
|
|
|
|
|
|
1,420
|
141,176
|
Restricted Stock Units – Perf.3
|
2/22/2019
|
|
|
|
1,278
|
2,840
|
5,680
|
|
289,311
|
Jeffrey L. Malmen
|
|||||||||
Short-Term Incentive1
|
2/22/2019
|
80,000
|
160,000
|
320,000
|
|
|
|
|
|
Restricted Stock Units – Time2
|
2/22/2019
|
|
|
|
|
|
|
752
|
74,764
|
Restricted Stock Units – Perf.3
|
2/22/2019
|
|
|
|
676
|
1,502
|
3,004
|
|
153,009
|
1
|
Represents short-term incentive cash compensation for 2019 awarded pursuant to the IDACORP Executive Incentive Plan. Actual short-term incentive payouts during 2019 are shown in the “Non-Equity Incentive Plan Compensation” column of the 2019 Summary Compensation Table.
|
2
|
Represents time-vesting restricted stock units awarded pursuant to the IDACORP 2000 Long-Term Incentive and Compensation Plan.
|
3
|
Represents performance-based restricted stock units for the 2019-2021 performance period awarded pursuant to the IDACORP 2000 Long-Term Incentive and Compensation Plan.
|
4
|
Ms. Grow's short-term incentive award for 2019 was prorated based on her base salary before and after her promotion to President of Idaho Power in October 2019.
|
•
|
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 2019. These units vest and are settled in shares in January 2022 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.
|
•
|
Performance-based restricted stock units: Each NEO received an award of performance-based restricted stock units at the target level equal to a percentage of his or her base salary in 2019. 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 restricted stock units are settled in shares and paid out in accordance with the payout percentages set forth in the Compensation Discussion and Analysis.
|
Name
|
Salary
($)
|
Bonus
($)
|
Total Compensation ($)
|
Salary and Bonus as a % of Total Compensation
|
Darrel T. Anderson
|
$898,462
|
$0
|
$8,271,701
|
10.9%
|
Lisa A. Grow
|
$515,193
|
$0
|
$3,664,381
|
14.1%
|
Steven R. Keen
|
$462,308
|
$0
|
$3,349,718
|
13.8%
|
Brian R. Buckham
|
$383,269
|
$0
|
$1,554,895
|
24.6%
|
Jeffrey L. Malmen
|
$319,423
|
$0
|
$1,817,334
|
17.6%
|
|
Stock Awards
|
|||
Name
(a) |
Number
of Shares or Units of Stock That Have Not Vested (#) (g)2 |
Market
Value of Shares or Units of Stock That Have Not Vested ($) (h)3 |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)4 |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)3 |
Darrel T. Anderson
|
||||
Restricted Stock Units - Time-Vesting
|
21,754
|
2,323,327
|
|
|
Restricted Stock Units - Performance
|
|
|
41,548
|
4,437,326
|
Lisa A. Grow
|
||||
Restricted Stock Units - Time-Vesting
|
6,046
|
645,713
|
|
|
Restricted Stock Units - Performance
|
|
|
10,936
|
1,167,965
|
Steven R. Keen
|
||||
Restricted Stock Units - Time-Vesting
|
5,644
|
602,779
|
|
|
Restricted Stock Units - Performance
|
|
|
10,848
|
1,158,566
|
Brian R. Buckham
|
||||
Restricted Stock Units - Time-Vesting
|
3,842
|
410,326
|
|
|
Restricted Stock Units - Performance
|
|
|
6,826
|
729,017
|
Jeffrey L. Malmen
|
||||
Restricted Stock Units - Time-Vesting
|
2,304
|
246,067
|
|
|
Restricted Stock Units - Performance
|
|
|
4,282
|
457,318
|
|
|
Shares Underlying
|
|
NEO
|
Award
|
Restricted Stock Units
|
Vesting Date
|
Darrel T. Anderson
|
2017
|
7,088
|
1/1/2020
|
2018
|
7,423
|
1/1/2021
|
|
2019
|
7,243
|
1/1/2022
|
|
Lisa A. Grow
|
2017
|
1,772
|
1/1/2020
|
2018
|
2,094
|
1/1/2021
|
|
2019
|
2,180
|
1/1/2022
|
|
Steven R. Keen
|
2017
|
1,860
|
1/1/2020
|
2018
|
1,921
|
1/1/2021
|
|
2019
|
1,863
|
1/1/2022
|
|
Brian R. Buckham
|
2017
|
1,089
|
1/1/2020
|
|
2018
|
1,333
|
1/1/2021
|
|
2019
|
1,420
|
1/1/2022
|
Jeffrey L. Malmen
|
2017
|
713
|
1/1/2020
|
2018
|
839
|
1/1/2021
|
|
2019
|
752
|
1/1/2022
|
2
|
Restricted stock units that have not vested are valued at $106.80 per share, the closing stock price of IDACORP common stock on December 31, 2019.
|
3
|
The number of shares underlying the performance-based restricted stock units and the applicable performance periods are as follows:
|
|
|
|
|
NEO
|
Award
|
Shares Underlying Restricted Stock Units
|
End of Performance Period
|
Darrel T. Anderson
|
2017
|
28,352
|
12/31/2019
|
2018
|
6,678
|
12/31/2020
|
|
2019
|
6,518
|
12/31/2021
|
|
Lisa A. Grow
|
2017
|
7,088
|
12/31/2019
|
2018
|
1,886
|
12/31/2020
|
|
2019
|
1,962
|
12/31/2021
|
|
Steven R. Keen
|
2017
|
7,444
|
12/31/2019
|
2018
|
1,728
|
12/31/2020
|
|
2019
|
1,676
|
12/31/2021
|
|
Brian R. Buckham
|
2017
|
4,348
|
12/31/2019
|
|
2018
|
1,200
|
12/31/2020
|
|
2019
|
1,278
|
12/31/2021
|
Jeffrey L. Malmen
|
2017
|
2,852
|
12/31/2019
|
2018
|
754
|
12/31/2020
|
|
2019
|
676
|
12/31/2021
|
Name
(a)
|
Option Awards
|
Stock Awards
|
||
Number of Shares Acquired on Exercise
(#)
(b)
|
Value Realized on Exercise
($) (c)
|
Number of Shares Acquired on Vesting
(#)
(d)
|
Value Realized on
Vesting ($)
(e)1
|
|
Darrel T. Anderson
|
--
|
--
|
29,456
|
2,863,035
|
Lisa A. Grow
|
--
|
--
|
7,776
|
755,803
|
Steven R. Keen
|
--
|
--
|
8,209
|
797,884
|
Brian R. Buckham
|
--
|
--
|
1,091
|
106,042
|
Jeffrey L. Malmen
|
--
|
--
|
3,240
|
314,911
|
Name
(a)
|
Plan Name
(b)
|
Number of Years of Credited Service
(#)
(c)
|
Present Value of Accumulated Benefit
($)
(d)3
|
Payments During Last Fiscal Year
($)
(e)
|
|
Darrel T. Anderson
|
Retirement Plan
|
23
|
1,399,369
|
|
|
Security Plan I1
|
9
|
288,195
|
|
|
|
Security Plan II2
|
15
|
15,259,919
|
|
|
|
Lisa A. Grow
|
Retirement Plan
|
32
|
1,594,282
|
|
|
Security Plan I1
|
3
|
—
|
|
|
|
Security Plan II2
|
15
|
4,318,238
|
|
|
|
Steven R. Keen
|
Retirement Plan
|
37
|
2,067,514
|
|
|
Security Plan I1
|
9
|
—
|
|
|
|
Security Plan II2
|
15
|
5,352,268
|
|
|
|
Brian R. Buckham
|
Retirement Plan
|
10
|
278,668
|
|
|
Security Plan II2
|
4
|
372,475
|
|
|
|
Jeffrey L. Malmen
|
Retirement Plan
|
12
|
532,328
|
|
|
Security Plan II2
|
12
|
2,876,731
|
|
|
1
|
Security Plan for Senior Management Employees I, which has grandfathered benefits under Section 409A of the Internal Revenue Code.
|
2
|
Security Plan for Senior Management Employees II, which does not have grandfathered benefits under Section 409A of the Internal Revenue Code.
|
3
|
Values shown represent the present value of the accumulated pension benefit under each plan as of December 31, 2019, calculated using the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, plus MP-2019 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%.
|
•
|
they have reached the age of 55 and have 10 years of credited service; or
|
•
|
they have 30 years of credited service.
|
Age When
Payments Begin
|
Reduced Benefit as a
Percentage of Earned Pension
|
Age When
Payments Begin
|
Reduced Benefit as a
Percentage of Earned Pension
|
61
|
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%
|
•
|
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.
|
•
|
reached the age of 55; or
|
•
|
completed 30 years of credited service under the Idaho Power Company Retirement Plan.
|
Age When
Payments Begin
|
Early Retirement
Factor
|
61
|
96%
|
60
|
92%
|
59
|
87%
|
58
|
82%
|
57
|
77%
|
56
|
72%
|
55
|
67%
|
|
Eligibility for Early Retirement at December 31, 2019
|
||
Name
|
Retirement Plan
|
Security Plan I
|
Security Plan II
|
Darrel T. Anderson
|
X
|
X
|
X
|
Lisa A. Grow
|
X
|
No present value1
|
X
|
Steven R. Keen
|
X
|
No present value1
|
X
|
Brian R. Buckham
|
|
N/A
|
|
Jeffrey L. Malmen
|
|
N/A
|
|
Name
(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
|
—
|
—
|
2,167
|
|
—
|
16,071
|
Lisa A. Grow
|
—
|
—
|
—
|
|
—
|
—
|
Steven R. Keen
|
—
|
—
|
—
|
|
—
|
—
|
Brian R. Buckham
|
—
|
—
|
—
|
|
—
|
—
|
Jeffrey L. Malmen
|
—
|
—
|
—
|
|
—
|
—
|
•
|
Exclude base salary and short-term incentive awards, to the extent earned due to employment through December 31, 2019.
|
•
|
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 2019 table.
|
•
|
Exclude the amounts reported in the Nonqualified Deferred Compensation for 2019 table. See the Nonqualified Deferred Compensation for 2019 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 the Pension Benefits for 2019 table.
|
•
|
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.
|
•
|
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 than de 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.
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
1,544,682
|
|
1
|
1,500,000
|
|
2
|
|||||
Short-Term Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
2,250,000
|
|
1
|
1,500,000
|
|
2
|
|||||
Long-Term Incentive Plan – Time-Vesting
|
1,543,366
|
|
3,4
|
—
|
|
5
|
—
|
|
5
|
1,543,366
|
|
3
|
2,323,327
|
|
6
|
2,323,327
|
|
6
|
2,323,327
|
|
6
|
Long-Term Incentive Plan – Performance Vesting
|
3,249,919
|
|
4,7
|
—
|
|
5
|
—
|
|
5
|
3,249,919
|
|
7
|
4,858,776
|
|
6
|
4,858,776
|
|
6
|
4,858,776
|
|
6
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Security Plan I
|
2,560
|
|
8
|
2,560
|
|
8
|
2,560
|
|
8
|
284,984
|
|
9
|
|
|
2,560
|
|
8
|
2,560
|
|
8
|
|
Security Plan II
|
—
|
|
8
|
—
|
|
8
|
—
|
|
8
|
15,417,451
|
|
9
|
|
|
—
|
|
10
|
—
|
|
10
|
|
Welfare Benefits
|
|
|
|
|
|
|
|
|
|
|
29,447
|
|
11
|
22,078
|
|
12
|
|||||
Outplacement Services
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
13
|
|
|
||||||
280G Tax Gross-up
|
|
|
|
|
|
|
|
|
|
|
—
|
|
14
|
—
|
|
15
|
|||||
Total:
|
4,795,845
|
|
|
2,560
|
|
|
2,560
|
|
|
20,495,720
|
|
|
7,182,103
|
|
|
11,020,792
|
|
|
10,206,741
|
|
|
1
|
Mr. 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. His base salary was reduced by $705,318 to avoid excise tax. Independent tax counsel would determine which compensation and benefits are reduced in order to avoid excise tax.
|
2
|
The 13th-month trigger provision in Mr. Anderson’s change in control agreement provides for the payment of two-thirds of his severance payment.
|
3
|
Mr. Anderson would receive full vesting of his 2017 time-vesting restricted stock unit award and prorated vesting of his 2018 (66.7%) and 2019 (33.3%) time-vesting restricted stock units. The dollar amount is determined by multiplying the number of shares by $106.80.
|
4
|
As of the assumed voluntary termination date of December 31, 2019, 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 restricted stock unit awards.
|
5
|
We 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 restricted stock unit awards.
|
6
|
Mr. Anderson would receive full vesting of his time-vesting restricted stock unit awards and payout of the performance-based restricted stock units at target. The dollar amounts are determined by multiplying the number of shares by $106.80 and include the cash payment of dividend equivalents, as applicable.
|
7
|
Mr. Anderson would receive full vesting of his 2017 award assuming the performance goals are met at the target level and prorated vesting of his 2018 (66.7%) and 2019 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $106.80 and includes the cash payment of dividend equivalents.
|
8
|
The 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, 2019, relative to the amount shown for Security Plan I and Security Plan II in the Pension Benefits for 2019 table. We used a discount rate of 3.60% and the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with MP-2019 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%. Payments would begin in July 2020 under Security Plan II.
|
9
|
In the event of death, the value represents the present value of Security Plan II death benefits.
|
10
|
Under 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.
|
11
|
Mr. 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.
|
12
|
The 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.
|
13
|
Mr. Anderson’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.
|
14
|
The not for cause or constructive discharge termination did not result in a parachute payment that would cause excise tax, and thus no 280G tax gross-up would be provided. See footnote 1 above.
|
15
|
The 13th-month trigger did not result in a parachute payment that would cause excise tax, and thus no 280G tax gross-up would be provided.
|
|
|
|
|
|
Change in Control
|
||||||||||||||||
Executive Benefits and Payments Upon Termination or
Change in Control
(a)
|
Voluntary Termination (Retirement if Over 55) ($)
(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
|
|
|
|
|
|
|
|
|
|
|
1,475,000
|
|
1
|
701,934
|
|
2
|
|||||
Short-Term Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
1,327,500
|
|
1
|
885,000
|
|
2
|
|||||
Long-Term Incentive Plan – Time-Vesting
|
—
|
|
3
|
—
|
|
4
|
—
|
|
4
|
415,987
|
|
5
|
645,713
|
|
6
|
645,713
|
|
6
|
645,713
|
|
6
|
Long-Term Incentive Plan – Performance Vesting
|
—
|
|
3
|
—
|
|
4
|
—
|
|
4
|
875,062
|
|
7
|
1,348,881
|
|
6
|
1,348,881
|
|
6
|
1,348,881
|
|
6
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Security Plan I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Security Plan II
|
—
|
|
8
|
—
|
|
8
|
—
|
|
8
|
4,150,088
|
|
9
|
|
|
—
|
|
10
|
—
|
|
10
|
|
Welfare Benefits
|
|
|
|
|
|
|
|
|
|
|
36,541
|
|
11
|
27,389
|
|
12
|
|||||
Outplacement Services
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
13
|
|
|
||||||
280G Tax Gross-up
|
|
|
|
|
|
|
|
|
|
|
—
|
|
14
|
—
|
|
15
|
|||||
Total:
|
—
|
|
|
—
|
|
|
—
|
|
|
5,441,137
|
|
|
1,994,594
|
|
|
4,845,635
|
|
|
3,608,917
|
|
|
1
|
Ms. 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.
|
2
|
The 13th-month trigger provision in Ms. Grow’s change in control agreement provides for the payment of two-thirds of her severance payment. Base salary was reduced by $281,399 to avoid excise tax. In the event of a 13th - month trigger, independent tax counsel would determine which benefits are reduced in order to avoid excise tax.
|
3
|
As of the assumed voluntary termination date of December 31, 2019, 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 restricted stock unit awards.
|
4
|
We 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 restricted stock unit awards.
|
5
|
Ms. Grow would receive full vesting of her 2017 time-vesting restricted stock unit award and pro rata vesting of her 2018 (66.7%) and 2019 (33.3%) time-vesting restricted stock units. The dollar amount is determined by multiplying the prorated number of shares by $106.80.
|
6
|
Ms. Grow would receive full vesting of her time-vesting restricted stock unit awards and payout of the performance-based shares restricted stock units at target. The dollar amounts are determined by multiplying the number of shares by $106.80 and include the cash payment of dividend equivalents, as applicable.
|
7
|
Ms. Grow would receive full vesting of her 2017 award assuming the performance goals are met at the target level and pro rata vesting of her 2018 (66.7%) and 2019 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $106.80 and includes the cash payment of dividend equivalents.
|
8
|
Ms. Grow would not receive a payout greater than the amounts shown for Security Plan II in the Pension Benefits for 2019 table, and thus the table reflects no enhanced value upon the applicable events. We used a discount rate of 3.60% and the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with MP-2019 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%, and assumed Ms. Grow was 55 as of December 31, 2019. Payments would begin in July 2020 under Security Plan II.
|
9
|
In the event of death, the value represents the present value of Security Plan II death benefits.
|
10
|
Under 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 2019 table and were determined as described in footnote 8. Payments would not commence until Ms. Grow reaches age 55.
|
11
|
Ms. 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.
|
12
|
The 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.
|
13
|
Ms. Grow’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.
|
14
|
See footnote 15. As Ms. Grow's compensation was not reduced to avoid an excise tax in this instance, no 280G tax gross-up would be provided.
|
15
|
The company may make a 280G tax gross-up payment to Ms. Grow if (a) she receives a claim from the Internal Revenue Service that, if successful, would require her to pay an excise tax in connection with any “excess parachute payments,” as that term is described in Internal Revenue Code Section 280G, and (b) her compensation had been reduced to avoid an excise tax. Because Ms. Grow’s compensation was reduced to avoid excise tax in this instance (see footnote 2 above), under the terms of Ms. Grow’s change in control agreement, the company may provide, but is not required to provide, such a tax gross-up upon a not for cause or constructive discharge termination, in an amount that would reimburse Ms. Grow for the excise tax, taxes imposed upon the 280G tax gross-up payment, and any interest or penalties with respect to such taxes. Such amount is not determinable unless and until Ms. Grow were to receive a claim from the Internal Revenue Service.
|
|
|
|
|
|
Change in Control
|
||||||||||||||||
Executive Benefits and Payments Upon Termination or
Change in Control
(a)
|
Voluntary Termination (Retirement if Over 55) ($)
(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
|
|
|
|
|
|
|
|
|
|
|
1,157,500
|
|
1
|
771,667
|
|
2
|
|||||
Short-Term Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
694,500
|
|
1
|
463,000
|
|
2
|
|||||
Long-Term Incentive Plan – Time-Vesting
|
401,782
|
|
3,4
|
—
|
|
5
|
—
|
|
5
|
401,782
|
|
3
|
602,779
|
|
6
|
602,779
|
|
6
|
602,779
|
|
6
|
Long-Term Incentive Plan – Performance Vesting
|
846,239
|
|
4,7
|
—
|
|
5
|
—
|
|
5
|
846,239
|
|
7
|
1,260,942
|
|
6
|
1,260,942
|
|
6
|
1,260,942
|
|
6
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Security Plan I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Security Plan II
|
183,650
|
|
8
|
183,650
|
|
8
|
183,650
|
|
8
|
5,118,026
|
|
9
|
|
|
183,650
|
|
10
|
183,650
|
|
10
|
|
Welfare Benefits
|
|
|
|
|
|
|
|
|
|
|
40,389
|
|
11
|
30,265
|
|
12
|
|||||
Outplacement Services
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
13
|
|
|
||||||
280G Tax Gross-up
|
|
|
|
|
|
|
|
|
|
|
—
|
|
14
|
—
|
|
15
|
|||||
Total:
|
1,431,671
|
|
|
183,650
|
|
|
183,650
|
|
|
6,366,047
|
|
|
1,863,721
|
|
|
3,951,760
|
|
|
3,312,303
|
|
|
1
|
Mr. 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.
|
2
|
The 13th-month trigger provision in Mr. Keen’s change in control agreement provides for the payment of two-thirds of his severance payment.
|
3
|
Mr. Keen would receive full vesting of his 2017 time-vesting restricted stock unit award and pro rata vesting of his 2018 (66.7%) and 2019 (33.3%) time-vesting restricted stock units. The dollar amount is determined by multiplying the prorated number of shares by $106.80.
|
4
|
As of the assumed voluntary termination date of December 31, 2019, 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 restricted stock unit awards.
|
5
|
We 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 restricted stock unit awards.
|
6
|
Mr. Keen would receive full vesting of his time-vesting restricted stock unit awards and payout of the performance-based restricted stock units at target. The dollar amounts are determined by multiplying the number of shares by $106.80 and include the cash payment of dividend equivalents, as applicable.
|
7
|
Mr. Keen would receive full vesting of his 2017 award assuming the performance goals are met at the target level and pro rata vesting of his 2018 (66.7%) and 2019 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $106.80 and includes the cash payment of dividend equivalents.
|
8
|
The 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, 2019, relative to the amount shown for Security Plan II in the Pension Benefits for 2019 table. We used a discount rate of 3.60% and the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with MP-2019 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%. Payments would begin in July 2020 under Security Plan II.
|
9
|
In the event of death, the value represents the present value of Security Plan II death benefits.
|
10
|
Under 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 2019 table) were determined as described in footnote 8.
|
11
|
Mr. 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.
|
12
|
The 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.
|
13
|
Mr. Keen’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.
|
14
|
The company may make a 280G tax gross-up payment to Mr. Keen if (a) he receives a claim from the Internal Revenue Service that, if successful, would require him to pay an excise tax in connection with any “excess parachute payments,” as that term is described in Internal Revenue Code Section 280G, and (b) his compensation had been reduced to avoid an excise tax. Because Mr. Keen’s compensation was not reduced to avoid an excise tax in this instance, no 280G tax gross-up would be provided.
|
15
|
See footnote 14 above. As Mr. Keen’s compensation was not reduced to avoid an excise tax in this instance, no 280G tax gross-up would be provided.
|
|
|
|
|
|
Change in Control
|
|||||||||||||
Executive Benefits and Payments Upon Termination or
Change in Control
(a)
|
Voluntary Termination (Retirement if Over 55) ($)
(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
|
|
|
|
|
|
|
|
|
|
|
962,500
|
|
1
|
|||||
Short-Term Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
481,250
|
|
1
|
|||||
Long-Term Incentive Plan – Time-Vesting
|
—
|
|
2
|
—
|
|
3
|
—
|
|
3
|
261,766
|
|
4
|
410,326
|
|
5
|
410,326
|
|
5
|
Long-Term Incentive Plan – Performance Vesting
|
—
|
|
2
|
—
|
|
3
|
—
|
|
3
|
550,221
|
|
6
|
856,594
|
|
5
|
856,594
|
|
5
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Security Plan II
|
—
|
|
7
|
—
|
|
7
|
—
|
|
7
|
3,854,038
|
|
8
|
|
|
—
|
|
9
|
|
Welfare Benefits
|
|
|
|
|
|
|
|
|
|
|
36,018
|
|
10
|
|||||
Outplacement Services
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
11
|
|||||
Total:
|
—
|
|
|
—
|
|
|
—
|
|
|
4,666,025
|
|
|
1,266,920
|
|
|
2,758,688
|
|
|
1
|
Mr. 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.
|
2
|
As of the assumed voluntary termination date of December 31, 2019, 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 restricted stock unit awards.
|
3
|
We 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 restricted stock unit awards.
|
4
|
Mr. Buckham would receive full vesting of his 2017 time-vesting restricted stock unit award and pro rata vesting of his 2018 (66.7%) and 2019 (33.3%) time-vesting restricted stock units. The dollar amount is determined by multiplying the prorated number of shares by $106.80.
|
5
|
Mr. Buckham would receive full vesting of his time-vesting restricted stock unit awards and payout of the performance-based restricted stock units at target. The dollar amounts are determined by multiplying the number of shares by $106.80 and include the cash payment of dividend equivalents, as applicable.
|
6
|
Mr. Buckham would receive full vesting of his 2017 award assuming the performance goals are met at the target level and pro rata vesting of his 2018 (66.7%) and 2019 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $106.80 and includes the cash payment of dividend equivalents.
|
7
|
Mr. Buckham would not receive a payout greater than the amounts shown for Security Plan II in the Pension Benefits for 2019 table, and thus the table reflects no enhanced value upon the applicable events. We used a discount rate of 3.60% and the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with MP-2019 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%, and assumed Mr. Buckham was 55 as of December 31, 2019.
|
8
|
In the event of death, the value represents the present value of Security Plan II death benefits.
|
9
|
Under 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 2019 table and were determined as described in footnote 8. Payments would not commence until Mr. Buckham reaches age 55.
|
10
|
Mr. 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.
|
11
|
Mr. Buckham’s change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period.
|
|
|
|
|
|
Change in Control
|
||||||||||||||||
Executive Benefits and Payments Upon Termination or
Change in Control
(a)
|
Voluntary Termination (Retirement if Over 55) ($)
(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
|
|
|
|
|
|
|
|
|
|
|
800,000
|
|
1
|
—
|
|
2
|
|||||
Short-Term Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
1
|
67,556
|
|
2
|
|||||
Long-Term Incentive Plan – Time-Vesting
|
—
|
|
3
|
—
|
|
4
|
—
|
|
4
|
162,656
|
|
5
|
246,067
|
|
6
|
246,067
|
|
6
|
246,067
|
|
6
|
Long-Term Incentive Plan – Performance Vesting
|
—
|
|
3
|
—
|
|
4
|
—
|
|
4
|
342,077
|
|
7
|
513,909
|
|
6
|
513,909
|
|
6
|
513,909
|
|
6
|
Benefits and Perquisites:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Security Plan II
|
—
|
|
8
|
—
|
|
8
|
—
|
|
8
|
3,999,614
|
|
9
|
|
|
—
|
|
10
|
—
|
|
10
|
|
Welfare Benefits
|
|
|
|
|
|
|
|
|
|
|
46,580
|
|
11
|
34,895
|
|
12
|
|||||
Outplacement Services
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
13
|
|
|
||||||
280G Tax Gross-up
|
|
|
|
|
|
|
|
|
|
|
—
|
|
14
|
—
|
|
15
|
|||||
Total:
|
—
|
|
|
—
|
|
|
—
|
|
|
4,504,347
|
|
|
759,976
|
|
|
2,018,556
|
|
|
862,427
|
|
|
1
|
Mr. 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.
|
2
|
The 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 $533,333 and his short-term incentive plan target was reduced by $199,111 to avoid excise tax. In the event of a 13th-month trigger, independent tax counsel would determine which benefits are reduced in order to avoid excise tax.
|
3
|
As of the assumed voluntary termination date of December 31, 2019, 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 restricted stock unit awards.
|
4
|
We 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 restricted stock unit awards.
|
5
|
Mr. Malmen would receive full vesting of his 2017 time-vesting restricted stock unit award and pro rata vesting of his 2018 (66.7%) and 2019 (33.3%) time-vesting restricted stock units. The dollar amount is determined by multiplying the prorated number of shares by $106.80.
|
6
|
Mr. Malmen would receive full vesting of his time-vesting restricted stock unit awards and payout of the performance-based restricted stock units at target. The dollar amounts are determined by multiplying the number of shares by $106.80 and include the cash payment of dividend equivalents, as applicable.
|
7
|
Mr. Malmen would receive full vesting of his 2017 award assuming the performance goals are met at the target level and pro rata vesting of his 2018 (66.7%) and 2019 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $106.80 and includes the cash payment of dividend equivalents.
|
8
|
Mr. Malmen would not receive a payout greater than the amounts shown for Security Plan II in the Pension Benefits for 2019 table, and thus the table reflects no enhanced value upon the applicable events. We used a discount rate of 3.60% and the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with MP-2019 Generational Projection Scale adjusted with an ultimate improvement rate of 0.75%, and assumed Mr. Malmen was 55 as of December 31, 2019.
|
9
|
In the event of death, the value represents the present value of Security Plan II death benefits.
|
10
|
Under 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 2019 table and were determined as described in footnote 8. Payments would not commence until Mr. Malmen reaches age 55.
|
11
|
Mr. 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.
|
12
|
The 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.
|
13
|
Mr. 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.
|
14
|
See 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.
|
15
|
The 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.
|
The board of directors unanimously recommends a vote “FOR” the advisory resolution on executive compensation.
|
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, 2020.
|
Fees Billed
|
|
|
2019
|
|
2018
|
|||
Audit Fees
|
|
$
|
1,538,103
|
|
|
$
|
1,458,700
|
|
Audit-Related Fees1
|
|
|
108,487
|
|
|
|
134,500
|
|
Tax Fees2
|
|
|
23,993
|
|
|
|
46,125
|
|
All Other Fees3
|
|
|
1,895
|
|
|
|
1,895
|
|
Total Fees
|
|
$
|
1,672,478
|
|
|
$
|
1,641,220
|
1
|
Includes accounting-related consultation services and attest services related to financial reporting that are not required by statute or regulation.
|
2
|
Includes fees for consultation related to tax planning and accounting.
|
3
|
Accounting research tool subscription.
|
•
|
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.
|
Report of the Audit Committee
|
|
The audit committee has reviewed and discussed the audited consolidated financial statements of IDACORP, Inc. with management. The audit committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements 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, 2019 for filing with the SEC.
|
|
|
THE AUDIT COMMITTEE
|
|
Richard J. Navarro, Chair
|
|
Annette G. Elg
|
|
Dennis L. Johnson
|
PART 6 – OTHER MATTERS
|
AES
|
Eversource Energy
|
PNM Resources
|
Allete
|
Exelon
|
Portland General Electric
|
Alliant Energy
|
FirstEnergy
|
PPL
|
Ameren
|
Great Plains
|
Public Service Enterprise Group
|
American Electric Power
|
Hawaiian Electric Industries, Inc.
|
SCANA
|
Atmos Energy
|
Idaho Power Company
|
Sempra Energy
|
AVANGRID
|
Montana-Dakota Utilites (MDU)
|
South Jersey Industries
|
Avista
|
New Jersey Resources
|
Southern Company Services
|
Black Hills
|
NextEra Energy
|
Southwest Gas
|
CenterPoint Energy
|
NiSource
|
Spire
|
Chesapeake Utilities
|
NorthWestern Energy
|
UGI
|
CMS Energy
|
NW Natural
|
Unitil
|
Dominion Resources
|
OGE Energy
|
Vectren
|
Duke Energy
|
ONE Gas
|
Westar Energy
|
Edison International
|
Otter Tail
|
WEC Energy Group
|
El Paso Electric Co.
|
Pacific Gas & Electric
|
Xcel Energy
|
Entergy
|
Pinnacle West Capital
|
|
A.O. Smith
|
Asahi Kasei International
|
Carlson Wagonlit Travel
|
AAA
|
Asbury Automotive Group
|
Carmeuse North America Group
|
ABRA Auto Body & Glass
|
Ashland
|
Carnival
|
Accenture
|
AT&T
|
Catalent Pharma Solutions
|
ACI Worldwide
|
Automatic Data Processing
|
Catalyst Paper
|
Acorda Therapeutics
|
Avery Dennison
|
Catholic Health Initiatives
|
Adecco
|
Avnet
|
CDM Smith
|
Adient
|
Axalta Coating Systems
|
Celestica
|
ADT Security Services
|
BAE Systems
|
CEMEX, Inc.
|
Aera Energy
|
Bain & Company
|
Centro
|
Agilent Technologies
|
Baker Hughes, a GE company
|
CEVA Logistics
|
Ahold Delhaize
|
Barrick Gold of North America
|
CF Industries
|
Aimia
|
Baxter
|
CGI Technologies and Solutions
|
Air Liquide
|
Beam Suntory
|
Charter Communications
|
Air Products and Chemicals
|
Bechtel Nuclear, Security & Environmental
|
Chemours Company
|
Alcoa
|
Becton Dickinson
|
Cherokee Nation Businesses
|
Alexander & Baldwin
|
Bemis
|
Chewy.com
|
Allegheny Technologies
|
Bemis Manufacturing Company
|
Chicago Transit Authority
|
Allegis Group
|
Bendix Commercial Vehicle Systems
|
Children's Healthcare of Atlanta
|
Allergan
|
Berry Plastics
|
Children's Hospital & Clinics of Minnesota
|
Alorica
|
Best Buy
|
Children's Place
|
Alta Resources
|
BIC Group
|
Choice Hotels International
|
Altice USA
|
Big Lots
|
CHS
|
Altria Group
|
Biogen
|
Chumash Casino Resort
|
Altus Group
|
BMC Software
|
Church & Dwight
|
Alyeska Pipeline Service
|
Board of Pensions of the Presbyterian Church
|
Church of Jesus Christ of Latter-day Saints
|
AMC Networks
|
Boddie-Noell Enterprises
|
Cintas
|
American Cancer Society
|
Bombardier Transportation
|
Cisco Systems
|
American Greetings
|
BorgWarner
|
City of Fort Worth
|
American Heart Association
|
Bose
|
City of Greensboro
|
American Red Cross
|
Boston Scientific
|
City of Houston
|
American Sugar Refining
|
Bradley
|
City of Philadelphia
|
American Textile
|
Brembo
|
Clean Harbors
|
American Tire Distributors
|
Bridgepoint Education
|
Clearwater Paper Corporation
|
American University
|
Brink's
|
Cleveland-Cliffs
|
Americas Styrenics
|
Brock Group
|
Clorox
|
AmeriCold Logistics
|
Brookdale Senior Living
|
Coca-Cola
|
AmerisourceBergen
|
Brown-Forman
|
Coca-Cola Refreshments
|
AMETEK
|
Brunswick
|
Colgate-Palmolive
|
Amgen
|
Bryant University
|
Colonial Pipeline Company
|
AMSTED Industries
|
Build-A-Bear Workshop
|
Colonial Williamsburg Foundation
|
Andersen
|
Building Material Distributors
|
Colsa
|
Anheuser-Busch
|
Bunge
|
Columbia Sportswear
|
Anvil International
|
Burlington Northern Santa Fe
|
Columbus McKinnon
|
Apogee Enterprises
|
Bush Brothers & Company
|
Comcast
|
Apple
|
Bway Corporation
|
Commercial Metals
|
Applied Research Associates
|
CA Technologies
|
CommScope
|
AptarGroup
|
Cabot
|
Community Coffee
|
Arby's Restaurant Group
|
Caelum Research Corporation
|
Community Health Network
|
Archer Daniels Midland
|
California Dental Association
|
Compassion International
|
Arconic
|
Campbell Soup
|
Computacenter
|
Arkema
|
Canadian National Railway
|
ConAgra Foods
|
Armstrong World Industries
|
Canadian Pacific Railway
|
Continental Automotive Systems
|
Arrow Electronics
|
Career Education
|
Convergys
|
Arup USA
|
Cargill
|
Cooper Standard Automotive
|
CoorsTek
|
Estée Lauder
|
Grupo Cementos de Chihuahua
|
CoreCivic
|
Esterline Technologies
|
GS1 US
|
Covestro
|
Etnyre International
|
H.B. Fuller
|
Cox Enterprises
|
Everis
|
Habitat for Humanity International
|
CSC ServiceWorks
|
Expedia
|
Hallmark Cards
|
CSX
|
Experian Americas
|
Hanesbrands
|
Cubic
|
Express Scripts
|
HarbisonWalker International
|
Curtiss-Wright
|
Exterran
|
Harman International Industries
|
Cushman & Wakefield
|
Fairfax County Government
|
Harris
|
CVR Energy
|
Farmer Brothers
|
Harris Health System
|
CVS Health
|
Federal Aviation Administration
|
Harsco
|
Dairy Farmers of America
|
FedEx Express
|
Harvard Business School Publishing
|
Darden Restaurants
|
Ferrara Candy Company
|
Harvey Industries
|
Dart Container
|
Ferro
|
Hasbro
|
Dartmouth College
|
FirstGroup America
|
HCA Healthcare
|
Dartmouth Hitchcock Medical Center
|
FIS
|
HD Supply
|
David C. Cook
|
Fiserv
|
HDR
|
Dean Foods
|
FLEXcon Co
|
Hendrickson
|
Decurion
|
Fluor
|
Henry Ford Allegiance Health Systems
|
Delaware North
|
Fluor Federal Petroleum Operations
|
Henry Schein
|
Deluxe
|
Ford
|
Herc Rentals
|
Dematic Group
|
Fortune Brands Home & Security
|
Herman Miller
|
DENSO International
|
Foundation Medicine
|
Hershey
|
Dentsply Sirona
|
Freeport-McMoRan
|
Hertz
|
Department of Defense
|
Froedtert Health
|
Hexcel
|
DePaul University
|
Frontier Communications
|
Hi-Crush Proppants
|
Diageo North America
|
Fruit of The Loom
|
High Company
|
Diebold Nixdorf
|
FTD Companies
|
Hill International
|
Diversey
|
GAF Materials
|
Hillenbrand
|
Donaldson
|
Galderma
|
Hilti Inc
|
Dot Foods
|
Gates
|
Hilton Grand Vacations
|
Duke Realty
|
GCP Applied Technologies
|
Hilton Worldwide
|
DuPont
|
GE Aviation
|
Hitachi Solutions America
|
E.A. Sween Company
|
GE Healthcare
|
Hitachi Vantara
|
E.W. Scripps
|
General Atomics
|
HNI
|
EAB Global
|
General Cable
|
HNTB
|
Eastman Chemical
|
General Dynamics
|
Honeywell
|
Eaton
|
General Mills
|
Hormel Foods
|
EBSCO Industries
|
General Motors
|
Host Hotels & Resorts
|
ecoATM
|
Georgia Institute of Technology
|
Houghton Mifflin Harcourt Publishing
|
Edgewell Personal Care
|
Gerdau Long Steel North America
|
Hunt Consolidated
|
Element Fleet Management
|
Gestamp
|
Huntington Memorial Hospital
|
Eli Lilly
|
Gildan Activewear
|
Hunton Andrews Kurth
|
EMCOR Group
|
Gilead Sciences
|
Husky Injection Molding Systems
|
Emory University
|
Girl Scouts of the USA
|
IBM
|
Encompass Health Corporation
|
GL&V
|
Idemitsu Lubricants America
|
Endo
|
Glanbia Group Services
|
IDEX Corporation
|
Enova International
|
Glatfelter
|
IDEXX Laboratories
|
EnPro Industries
|
GLOBALFOUNDRIES
|
Ilitch Holdings
|
Environmental Chemical Corp
|
Glory Global Solutions
|
INEOS Olefins & Polymers USA
|
EnvisionRX
|
GOJO Industries
|
Ingersoll Rand
|
Epson America
|
Graco
|
Ingevity
|
Equifax
|
Graham Management Services LP
|
Ingram Industries
|
Ernst & Young
|
Grande Cheese
|
Insperity
|
ESCO
|
Graphic Packaging
|
Institute for Defense Analyses
|
ESCO Technologies
|
Greene, Tweed and Co.
|
Institute of Electrical & Electronic Engineers
|
Essendant
|
Greif
|
Integra Lifesciences
|
Essentia Health
|
GROWMARK
|
Intel
|
Intercontinental Hotels Group
|
Leggett and Platt
|
Miami Children's Hospital
|
International Paper
|
Lehigh Hanson
|
Microsoft
|
Interpublic Group of Companies
|
Lehigh University
|
Milacron
|
Intertape Polymer Group
|
Leidos
|
Mine Safety Appliances
|
ION Geophysical
|
Lend Lease
|
Minneapolis School District
|
IQVIA
|
Lenovo
|
Minnesota Management & Budget
|
Irdeto
|
Leprino Foods
|
Missouri Department of Conservation
|
Iron Mountain
|
Leupold & Stevens
|
Missouri Department of Transportation
|
Irvine
|
LexisNexis Risk
|
Molex
|
Itochu Corporation
|
Lexmark
|
Molina Healthcare
|
Itron
|
Lhoist
|
Momentive Performance Materials
|
ITT Inc.
|
Liberty Global
|
Mondelez
|
J. Crew
|
Lieberman Research
|
Monsanto
|
J.M. Huber
|
Lifetouch
|
Mosaic
|
Jabil Circuit
|
Lincoln Electric
|
Motorola Solutions
|
Jacobs Engineering
|
Lions Clubs International
|
MTD Products
|
JANUS Research Group
|
Littelfuse
|
MTS Systems
|
Jensen Precast
|
Lockheed Martin
|
Mylan
|
JetBlue Airways
|
L'Oréal
|
National Academies of Sciences, Engineering, and Medicine
|
John Wiley & Sons
|
Louis Dreyfus Company
|
National Futures Association
|
Johns Hopkins University
|
LSC Communications
|
National Louis University
|
Johns Manville
|
Luck Companies
|
National Multiple Sclerosis Society
|
Johnson & Johnson
|
Lutron Electronics
|
National Rural Electric Cooperative Association
|
Johnson Controls
|
Lydall
|
Nature's Bounty Co.
|
Johnson Outdoors
|
LyondellBasell
|
Navicent Health
|
Judicial Council of California
|
M. A. Mortenson Company
|
Navy Exchange Enterprise
|
JW Aluminum
|
MAG Aerospace
|
NCR
|
K. Hovnanian Companies
|
Magellan Health Services
|
Nestle USA
|
Kaiser Foundation Health Plan
|
Magellan Midstream Partners
|
Netsmart Technologies
|
Kansas City Southern
|
Makino
|
New York Times
|
Kantar Group
|
Mallinckrodt
|
New York University
|
KB Home
|
Manpower
|
Newell Brands
|
KBR
|
ManTech International
|
Newmont Mining
|
Kellogg
|
Maricopa Integrated Health System
|
Nissan North America
|
Kelly Services
|
Marriott International
|
NN, Inc.
|
Kelsey-Seybold Clinic
|
Mars Incorporated
|
NORDAM Group
|
Kennametal
|
Martin Marietta Materials
|
Norfolk Southern
|
Keurig Green Mountain
|
Mary Kay
|
Nortek Global HVAC
|
Keystone Foods
|
Masco
|
North Carolina Office of State Human Resources
|
KI, Inc
|
Matrix Service
|
Northern Arizona University
|
Kimberly-Clark
|
Mattel
|
Northrop Grumman
|
Kinross Gold
|
Matthews International
|
Northwest Permanente PC
|
KLJ Solutions
|
McCain Foods
|
Norton Health Care
|
Koch Industries
|
McClatchy
|
Novartis
|
Kodak Alaris
|
McCormick
|
Novelis
|
Kohler
|
McDonald's
|
NOW Foods
|
KPMG
|
McLane Company
|
Nu Skin Enterprises
|
Kraft Heinz
|
MedFlight
|
Nutrien
|
Kronos Worldwide
|
Medical College of Wisconsin
|
NYU Langone Medical Center
|
Kyocera International
|
Medical Group Management Assn
|
Oakland University
|
L.L. Bean
|
Medtronic
|
Occidental Petroleum
|
L3 Technologies
|
Memorial Sloan-Kettering Cancer Center
|
Ochsner Health System
|
Lamb Weston Holdings
|
Meritage Homes
|
Ohio State University
|
Land O'Lakes
|
Meritor
|
One Call Care Management
|
Lantech
|
Merrill
|
Option Care
|
Lear
|
Methodist Hospital System
|
Orange Business Services
|
Learning Care Group
|
Metrie
|
Orlando Health
|
Ledcor Group of Companies
|
MGM Resorts International
|
OSI Group
|
Osmotica Pharmaceutical
|
Ryder System
|
Stampin' Up!
|
Pacific Northwest National Laboratory
|
Ryerson
|
Standex International
|
Palmetto Health Alliance
|
S&C Electric
|
Stanford University
|
Panasonic of North America
|
S.C. Johnson & Son
|
Stantec
|
PAREXEL
|
Sabre Corporation
|
Star Tribune
|
Parker Hannifin
|
Sage
|
Starz
|
Parkview Health
|
Sage Publications
|
State Corporation Commission
|
Parmalat
|
SAIC
|
State Teachers Retirement System of Ohio
|
Parsons Corporation
|
Saint-Gobain
|
Steelcase
|
Paychex
|
Sakura
|
Steris
|
Peabody Energy
|
Salt Lake County
|
Stolt-Nielsen
|
PepsiCo
|
Samsung
|
Stryker
|
Pharmavite
|
San Antonio Water System
|
Sumitomo Corporation of Americas
|
Philips Healthcare
|
SAS Institute
|
Sunbelt Rentals
|
Piedmont Healthcare
|
Sasol USA
|
Swift Transportation
|
Polaris Industries
|
Savannah River Remediation
|
Sysco Corporation
|
PolyOne
|
Schenck, S.C.
|
Target
|
Port Authority of Allegheny County
|
Schmolz + Bickenbach
|
TaylorMade Golf
|
Port of Portland
|
Schneider National
|
TDS Telecom
|
Port of Seattle
|
Scholastic
|
Teacher Retirement System of Texas
|
Praxair
|
Schreiber Foods
|
Tech Data
|
Precision Drilling
|
Scientific Research Corporation
|
TEGNA
|
Preformed Line Products
|
Scripps Networks Interactive
|
Telefonica Global Units
|
PrimeSource Building Products
|
Sealed Air
|
Terex
|
Providence Health & Services
|
Seaman Corporation
|
Terumo BCT
|
PulteGroup
|
Sensata Technologies
|
Texas Children's Hospital
|
Purdue Pharma
|
Sensient Technologies
|
Textron
|
Purple Innovation
|
Sentara Healthcare
|
Thermo Fisher Scientific
|
QTI Human Resources
|
Service Corporation International
|
Thyssenkrupp
|
Quest Diagnostics
|
ServiceMaster Company
|
Tiffany & Co.
|
R.R. Donnelley
|
ServiceSource
|
Time Warner
|
RaceTrac Petroleum
|
SGS - Société Générale de Surveillance
|
TimkenSteel
|
Rackspace
|
ShawCor
|
T-Mobile USA
|
Radiac Abrasives
|
Sherwin-Williams
|
TomTom
|
Radisson Hotels
|
SICPA
|
Toro
|
Raising Cane's Chicken Fingers
|
Sidley Austin
|
Total System Service (TSYS)
|
RAND Corporation
|
Sig Sauer
|
Transocean
|
Rayonier Advanced Materials
|
Simpson Housing
|
TransUnion
|
Recology
|
Smithfield Foods
|
Treasure Island Resort & Casino
|
Redbox Automated Retail
|
SMSC Gaming Enterprise
|
Trimble
|
Regency Centers
|
Snap-on
|
Trinchero Family Estates
|
Regeneron Pharmaceuticals
|
Sodexo
|
Trinity Consultants
|
Rev Group
|
Solo Cup
|
Trinity Health
|
Revantage Corporate Services
|
Sonepar USA
|
Trinity Industries
|
Revlon
|
Sonic Corp
|
Triumph Group
|
Rexnord Corporation
|
Sony
|
Tronc
|
Reynolds American
|
Sony Electronics
|
True Value Company
|
Rich Products
|
Southeastern Freight Lines
|
Trugreen
|
Ricoh Americas
|
Sovrn
|
TTX
|
Riot Games
|
Spectrum Health - Grand Rapids Hospitals
|
Tupperware Brands
|
Rite-Hite
|
Spirit AeroSystems
|
Tyson Foods
|
Robert Bosch
|
Springfield Clinic
|
UMass Memorial Healthcare
|
Robertshaw Controls
|
Sprint
|
UNC Health Care
|
Rockwell Automation
|
SPX Corporation
|
Underwriters Laboratories
|
Rotary International
|
SSAB
|
Unilever United States
|
Rowan Companies
|
SSM Health Care St Louis
|
Unisys
|
Royal Caribbean Cruises
|
St Francis Hospital
|
United Continental Holdings
|
RSM US LLP
|
St. Luke's Health System in Boise Idaho
|
United Rentals
|
United States Cellular
|
Vectrus
|
Wellcare Health Plans
|
United States Steel
|
Vencore
|
Wells Enterprises
|
United Way for Southeastern Michigan
|
Ventura Foods
|
Wendy's Group
|
Universal Health Services
|
VeriSign
|
West Pharmaceutical Services
|
University of Chicago
|
Veritiv
|
Westlake Chemical
|
University of Colorado Health
|
Verizon
|
WestRock
|
University of Louisville
|
Vertex Pharmaceuticals
|
Weyerhaeuser
|
University of Maryland Faculty Physicians
|
VF Corporation
|
Whataburger Restaurants
|
University of Miami
|
Viacom
|
Whirlpool
|
University of Michigan-Ann Arbor
|
Viad
|
Wilmer Cutler Pickering Hale and Dorr LLP
|
University of Missouri System
|
Virginia Commonwealth University
|
Wilsonart
|
University of Phoenix
|
Virginia Department of Transportation
|
Windstream Communications
|
University of Rochester
|
Virginia Mason Medical Center
|
Winpak Portion Packaging
|
University of Southern California
|
Visiting Nurse Service of NY
|
WorldPay
|
University of Texas - M.D. Anderson Cancer Center
|
Vollrath Company
|
Worthington Industries
|
University of Texas at Austin
|
Vulcan Materials
|
WV United Health System
|
UPS
|
W.R. Grace
|
Xanterra Travel Collection
|
US Acute Care Solutions
|
Walmart
|
XPO Logistics
|
UT Health Science Center at Houston
|
Walt Disney
|
Xylem
|
UT Southwestern Medical Center
|
Washington River Protection Solution
|
Yanfeng Global Automotive Interior Systems
|
Utah Transit Authority
|
Washington University in St. Louis
|
Yazaki
|
UW Health
|
Waste Management
|
Zebra Technologies
|
Valero Energy
|
Watts Water Technologies
|
ZF TRW Automotive
|
Valvoline
|
Wawa
|
|
Van Andel Institute
|
Wayne Farms
|
|