DEF 14A of Idacorp Inc, Apr 1, 2025

DEF 14A of Idacorp Inc

Filed Apr 1, 2025 · FY20240001057877-25-000028

Open on EDGAR

  1. Process for Determining Director Nominees

    Process for Determining Director Nominees In determining the composition of our board of directors, we seek a balanced mix of local experience, which we believe is specifically relevant for a utility, and national or public company experience, among other factors. As a utility company with operations predominantly in Idaho and Oregon, we believe it is important for our company and our local directors to be involved in and otherwise support local community and charitable organizations. Our corporate governance and nominating committee is responsible for selecting and recommending to the board of directors candidates for election as directors, including Messrs. Kennedy and Madison. Our Corporate Governance Guidelines contain procedures for the committee to identify and evaluate new director nominees, including candidates our shareholders recommend in compliance with our Corporate Governance Guidelines. The corporate governance and nominating committee begins the process of identifying and evaluating potential nominees for director positions by taking into consideration the results of the annual director questionnaires and self-evaluation process described above while keeping the full board of directors informed of the nominating process. The corporate governance and nominating committee reviews candidates recommended by shareholders and may hire a search firm to identify other candidates. The corporate governance and nominating committee gathers additional information on the candidates to determine if they qualify to be members of our board of directors. The corporate governance and nominating committee examines whether the candidates are independent, whether their election would violate any federal or state laws, rules, or regulations that apply to us, and whether they meet all requirements under our Corporate Governance Guidelines, committee charters, bylaws, codes of business conduct and ethics, and any other applicable corporate document or policy. The corporate governance and nominating committee also considers whether the nominees will have potential conflicts of interest, and whether they will represent a single or special interest, before finalizing a list of candidates for the full board of directors to consider for nomination.

  2. PROPOSAL NO. 1: Election of Directors

    PROPOSAL NO. 1: Election of Directors Our first proposal pertains to the election of our directors. Two current members of our board of directors, Ronald W. Jibson and Richard J. Navarro, are scheduled to retire immediately prior to the Annual Meeting based on the board's mandatory retirement age of 72 for all directors. As a result, Mr. Jibson and Mr. Navarro have not been renominated for election by the board of directors. After the Annual Meeting and upon election of the proposed director nominees, the board of directors will consist of ten members. Upon the recommendation of our corporate governance and nominating committee, our board of directors has nominated the ten individuals listed below to serve as directors. Each of the ten nominees served as a member of our board of directors during 2024, except for Messrs. Kennedy and Madison. The nominees consist of nine independent directors, as defined by the rules of the NYSE, and Lisa A. Grow, our current president and CEO. Each director’s term runs from the date of his or her election until our next annual meeting of shareholders or until his or her successor (if any) is elected or appointed. While we expect that all of the nominees will be able to qualify for and accept office, if for any reason one or more should be unable or unwilling to do so, the individuals named as proxies may vote for a substitute nominee chosen by the present board of directors to fill the vacancy. Alternatively, the board of directors could decide to reduce the size of the board, or the proxies could be voted for the remaining nominees, leaving a vacancy on the board. Under the resignation policy adopted by the board of directors and included in our Corporate Governance Guidelines, if a director nominee in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election, the director must promptly tender his or her resignation to the board of directors. The board of directors will then decide whether to accept the tendered resignation within 90 days following certification of the shareholder vote (based on the recommendation of the corporate governance and nominating committee, which is comprised exclusively of independent directors). In accordance with our policy, we will publicly disclose the board of directors’ decision and its reasoning with regard to the offered resignation. There are no family relationships among any director, director nominee, or executive officer. The composition of our board of directors is identical to the composition of Idaho Power’s board of directors.

  3. Nominees for Election

    Nominees for Election

  4. Director Compensation

    Director Compensation We structure director compensation to attract and retain qualified non-employee directors and to further align the interests of our directors with the interests of our shareholders. The compensation and human resources committee periodically reviews surveys of non-employee director compensation trends and a competitive analysis of peer company practices prepared by the independent compensation consultant (Pay Governance) and our Human Resources team. The compensation and human resources committee then makes recommendations to the board of directors on compensation for our non-employee directors, including their board and committee retainers and annual equity awards. For 2024, the directors' base retainer compensation increased from $85,000 to $100,000, the additional chair annual retainer compensation for the compensation and human resources committee chair increased from $12,500 to $15,000, the additional chair annual retainer compensation for the corporate governance and nominating committee chair increased from $10,000 to $12,500, and the annual stock awards increased from $120,000 to $140,000. The table that follows describes the compensation earned during 2024 by each individual who served as a director during 2024.

  5. Director Compensation

    | Name (a) | Fees Earned or Paid in Cash ($) (b)1 | | Stock Awards ($) (c)2 | Option Awards ($) (d) | | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g)3 | Total ($) (h) | | Odette C. Bolano | | 108,500 | 139,919 | | — | — | — | — | 248,419 | | Richard J. Dahl4 | | 87,708 | 58,329 | | — | — | — | — | 146,037 | | Lisa A. Grow5 | | — | — | | — | — | — | — | — | | Annette G. Elg | | 120,500 | 139,919 | | — | — | — | — | 260,419 | | Ronald W. Jibson | | 108,500 | 139,919 | | — | — | — | — | 248,419 | | Judith A. Johansen | | 134,000 | 139,919 | | — | — | — | — | 273,919 | | Dennis L. Johnson | | 189,667 | 139,919 | | — | — | — | — | 329,586 | | Nate R. Jorgensen | | 112,000 | 139,919 | | — | — | — | — | 251,919 | | Jeff Kinneeveauk4 | | 46,667 | 58,329 | | — | — | — | — | 104,996 | | Susan D. Morris | | 112,000 | 139,919 | | — | — | — | — | 251,919 | | Richard J. Navarro | | 130,000 | 139,919 | | — | — | — | 1,000 | 270,919 | | Mark T. Peters | | 107,500 | 139,919 | | — | — | — | — | 247,419 |

  6. Director Compensation

    1 Directors are paid cash fees on a monthly basis during their service on the board of directors. 2 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 29, 2024, which was $88.11. 3 Represents a charitable match contribution for Mr. Navarro. 4 Mr. Dahl and Mr. Kinneeveauk concluded their respective service as directors on May 16, 2024. 5 Employee directors do not receive fees or awards for service as a member of our board of directors. Ms. Grow's compensation as an executive officer is discussed in Part 4 – “Executive Compensation” in this proxy statement. The table that follows lists the forms and amounts of compensation payable to our non-employee directors for 2024. All directors of IDACORP also serve as directors of Idaho Power. The fees and other compensation shown in the table and discussed below are for service on both boards as well as for service on any subsidiary board. Employee directors receive no compensation for service on the boards.

  7. Director Compensation

    | Annual Director Compensation Amounts for 2024 | | | Base Retainer | $100,000 | | Base Committee Annual Retainers: | | | Audit committee | $12,000 | | Compensation and human resources committee | $8,500 | | Corporate governance and nominating committee | $7,500 | | Executive committee | $3,000 | | Additional Chair Annual Retainers: | | | Chair of the board | $100,000 | | Chair of audit committee | $15,000 | | Chair of compensation and human resources committee | $15,000 | | Chair of corporate governance and nominating committee | $12,500 | | Annual Stock Awards | $140,000 |

  8. 2024 Compensation

    2024 Compensation Base Salaries. As a result of our continued strong financial and operational results and based on analysis of market median compensation of our peers and performance in their respective positions, our NEOs in 2024 received increases in base salaries ranging between 8.2 percent and 10.4 percent compared to their salaries as of year-end 2023. Incentive Compensation. For 2024, the award opportunities as a percentage of base salary under our short-term incentive plan remained unchanged for our NEOs. The 2024 combined performance results for the four annual performance goals under our short-term incentive plan resulted in a payout of approximately 166 percent of target, reflective primarily of record net income, strong service reliability performance, and preservation of a significant amount of ADITCs. The performance-based restricted stock units granted in February 2022 under the long-term incentive plan for the 2022-2024 performance period were earned at an overall 100 percent of target, based on strong cumulative earnings per share from three years of record earnings. For the awards granted in 2024 under our long-term incentive plan, the compensation and human resources committee increased the award opportunities as a percentage of base salary for each of Ms. Grow, Mr. Buckham, and Mr. Richins. The committee increased the CEPS goals at the target and maximum levels of achievement and maintained all of the relative TSR goals at 2023 levels.

  9. Our Pay Practices

    | | Practices We Use | | Practices We Avoid | | ✓ | We tie our executives’ compensation to corporate performance, and over 50 percent of each of our NEOs’ 2024 target compensation was at-risk | ✗ | We do not provide employment agreements to our executives | | ✓ | Our compensation and human resources committee reviews and adjusts performance metrics annually | ✗ | We do not permit the hedging or pledging of our securities by executives | | ✓ | The compensation and human resources committee consists solely of independent directors and retains an independent compensation consultant | ✗ | We restrict the purchase and sale of securities under an insider trading policy | | ✓ | We require our officers to own specified minimum amounts of our stock and performance-based RSUs are not counted toward the requirement | ✗ | We discourage excessive or inappropriate risk-taking through our compensation program design | | ✓ | We impose officer stock retention obligations | ✗ | We provide only limited perquisites | | ✓ | We have a clawback policy that provides for the recovery of incentive compensation pursuant to SEC and NYSE requirements | ✗ | We do not pay cash dividends on performance-based compensation awards unless and until they are vested | | ✓ | We impose caps on the amount of incentive compensation that may be paid | ✗ | We do not award stock options | | ✓ | We assess compensation that is at-risk and target incentives on an annual basis | | | | ✓ | We set our target goal for TSR performance at the 55th percentile of our peer group for long-term incentive | | | | ✓ | We have a low burn rate on equity for incentive awards | | |

  10. Market Compensation Data and Analysis

    Market Compensation Data and Analysis We believe that market compensation information is important because it provides an indication of the levels of compensation that enable us to remain competitive with other companies in attracting and retaining executive officers. In determining the composition of our peer groups, we consider the following factors: •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 a significant portion 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); and •Size - include a sufficient number of companies to provide robust data and mitigate volatility. We use the market compensation analysis to determine a market compensation range for each of our executive officers for base salary, short-term incentive compensation, and long-term incentive compensation, and for combinations of these three elements, based on compensation provided to officers in similar positions at our designated groups of companies. For setting 2024 compensation, as in prior years, the compensation and human resources committee reviewed survey data for three separate sets of companies, described below, for each executive officer (where data was available). It then reviewed whether each element of compensation, and the total target direct compensation, for each of our executive officers was within the targeted range (85 percent to 115 percent) of the market median. The two sources of market compensation data used to prepare the market compensation analysis for our 2024 executive officer compensation were: 1.Public Data Source. 2023 public proxy statement compensation data from a designated peer group of companies, listed below (Peer Group). Our management, the compensation and human resources committee, and the committee's compensation consultant worked together to develop the Peer Group, which was then approved by the committee. The companies in the Peer Group used for our survey and public proxy data for purposes of establishing 2024 compensation remained unchanged as compared to 2023 and consisted of the following:

  11. Market Compensation Data and Analysis

    | Peer Group | Comprised of comparable utilities, as determined by the compensation and human resources committee; these are the same companies we use for the public survey data source, listed above | | IOU Survey Data | Comprised of all participating investor-owned utilities, regressed to $2.0 billion in annual revenues | | General Industry Survey Data | Comprised of all participating general industry companies in “The General Industry Executive Compensation Survey Report - U.S.,” regressed to $2.0 billion in annual revenues |

  12. Market Compensation Data and Analysis

    Our annual revenues were $1.8 billion in 2024. We used the $2.0 billion annual revenue figure for our peer compensation comparisons to provide a reasonably comparable revenue scope to the broader industry. The $2.0 billion annual revenue figure is intended to reflect what Idaho Power’s annual revenues would be if Idaho Power charged average customer electricity rates. In May 2023, our analysis showed that average U.S. retail electricity rates over the 2020-2022 period were 39 percent higher than Idaho Power’s average retail electricity rates over the same period. We added the same 39 percent differential to our average annual revenues over the 2020-2022 period to establish comparable Idaho Power revenues at approximately $2.0 billion. To determine average U.S. electricity rates, we used the “EEI Typical Bills and Average Rates Report - Select American Cities.” The compensation and human resources committee used the public proxy compensation data referenced in (1) above as the primary data source to provide confirmation of the compensation levels for our NEOs. For purposes of compiling the market compensation information, each NEO’s role is matched to a comparable position at the peer companies, as applicable. The committee used the private survey data in (2) above as a secondary data source to provide general confirmation of the NEO compensation levels. An individual executive officer’s compensation may be positioned above or below the targeted range (85 percent to 115 percent) of the market median for his or her position, depending on his or her level of experience, responsibility, and performance, and based on the degree of comparability between our executive officer’s role and the roles of persons with similar positions at the peer companies, along with internal equity considerations. The compensation and human resources committee uses its judgment and our CEO’s feedback on executive officer performance in assessing these factors in determining how an executive officer's compensation should align relative to the market level.

  13. Review of Total Compensation Structure and Internal Pay Ratios

    Review of Total Compensation Structure and Internal Pay Ratios Each year, the compensation and human resources committee reviews the total compensation structure for each NEO, including the elements and mix of compensation, levels of historic compensation, potential termination and retirement benefits, internal equity, and IDACORP stock ownership, to determine whether it should adjust an executive officer’s total target direct compensation. Based on these reviews, the compensation and human resources committee made no changes to the general structure of our compensation programs or to the forms of compensation payable to our executive officers for 2024, though it did make some adjustments to individual compensation amounts, as described in this CD&A. In making this determination, the compensation and human resources committee relied on its judgment.

  14. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Short-term incentive compensation under our Executive Incentive Plan is determined by performance relative to annual performance goals and is intended to encourage and reward annual financial and operational results. We provide participants in the Executive Incentive Plan the opportunity to earn cash-based short-term incentives in order to be competitive from a total compensation standpoint and to ensure focus on annual financial, operational, and customer service goals. The compensation and human resources committee regularly assesses the best metrics to be used in the incentive programs. For 2024, the compensation and human resources committee adopted the following short-term incentive goal structure: •Customer Satisfaction (15 percent weighting) - 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 (15 percent weighting) - 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 on average by Idaho Power’s metered general customers over the course of the year;

  15. •Financial Performance -

    •Financial Performance - ◦Net Income (56 percent weighting) - Our compensation and human resources committee believes that the IDACORP net income goal provides the most important overall measure of our financial performance, and thus the compensation and human resources 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; and ◦Preservation of ADITCs (14 percent weighting) - Our goal related to preservation of ADITCs is intended to focus executive officers on using ADITCs efficiently. The table below shows the specific 2024 threshold, target, and maximum performance targets for each short-term incentive performance goal and the qualifying payout multiplier for each target. For 2024, consistent with prior years, the compensation and human resources committee evaluated our financial forecast and budgets, and from that review established a target for net income. We use linear interpolation for achievement within the performance levels specified. The table also shows the actual 2024 performance results for all four performance goals, resulting in a payout of approximately 166 percent of target. The Executive Incentive Plan under which the short-term awards are made to executives does not permit the payment of awards if there is no payment of awards under the Employee Incentive Plan (which uses the same metrics and performance levels, with different weightings) or if IDACORP does not have net income sufficient to pay dividends on its common stock. Neither of these restrictions applied for 2024.

  16. •Financial Performance -

    | | IDACORP Short-Term Incentive Metrics | | | | | | | Performance Goal | Performance Levels | | Qualifying Multiplier | | 2024 Actual Results | | | Customer Satisfaction - Customer Relationship Index Score | Threshold: | 81.50% | | 7.5% | | | | | Target: | 84.25% | | 15% | | 82.95% | | | Maximum: | 85.75% | | 30% | | | | Service Reliability - Number of Outage Incidents | Threshold: | ≤1.60 | | 7.5% | | | | | Target: | ≤1.25 | | 15% | | 1.26 | | | Maximum: | ≤1.05 | | 30% | | | | 2024 Net Income Attributable to IDACORP (in millions, except percentages) | Threshold: | $270.0 | | 28% | | | | | Target: | $278.0 | | 56% | | $289.2 | | | Maximum: | $283.0 | | 112% | | | | Preservation of ADITCs (in millions, except percentages) | Threshold: | ≥$5.0 | | 7% | | $77 | | | Target: | ≥$15.0 | | 14% | | | | | Maximum: | ≥$50.0 | | 28% | | |

  17. •Financial Performance -

    The table that follows shows the 2024 short-term incentive award opportunities for the NEOs recommended by the compensation and human resources committee and approved by the board of directors, which remained unchanged from 2023 as a percentage of base salary, as well as the 2024 short-term incentive awards earned by our NEOs based on actual performance results for 2024. The short-term cash incentive award opportunities are calculated by multiplying base salary by the product of the approved incentive percentage and the qualifying multiplier for each goal. The amounts earned are based on actual base salary paid in 2024.

  18. •Financial Performance -

    | | | IDACORP Short-Term Incentive Award Opportunity Levels | | | | | Executive | | Threshold1 | Target1 | Maximum1 | 2024 Award Earned | | Lisa A. Grow | % of Base Salary: | 50% | 100% | 200% | | | | Dollar Amount: | $500,000 | $1,000,000 | $2,000,000 | $1,662,400 | | Brian R. Buckham | % of Base Salary: | 30% | 60% | 120% | | | | Dollar Amount: | $170,400 | $340,800 | $681,600 | $566,546 | | Adam J. Richins | % of Base Salary: | 30% | 60% | 120% | | | | Dollar Amount: | $175,500 | $351,000 | $702,000 | $583,502 | | Jeffrey L. Malmen | % of Base Salary: | 30% | 60% | 120% | | | | Dollar Amount: | $130,500 | $261,000 | $522,000 | $433,887 | | Timothy E. Tatum | % of Base Salary: | 20% | 40% | 80% | | | | Dollar Amount: | $66,600 | $133,200 | $266,400 | $221,432 |

  19. •Financial Performance -

    1 The percentage shown represents the percent of base salary to be awarded, assuming achievement of the relevant performance level. Financial Performance Goals: The compensation and human resources committee set the target for the IDACORP net income goal for 2024 at $278 million, reflecting several factors that we anticipated would impact results for 2024. Factors included increased depreciation and interest expense from dramatically increased capital expenditures for infrastructure development; the net impact of the 2023 Idaho general rate case settlement stipulation (2023 Settlement Stipulation), and particularly regulatory lag resulting from a historic test year and a reduction from 9.4 percent to 9.12 percent for the level of Idaho Power's annual return on year-end equity in the Idaho jurisdiction (Idaho ROE) that triggers Idaho Power’s ADITC regulatory mechanism described below, among other items; higher operations and maintenance expenses, particularly from labor cost increases; and the revenue impacts of customer growth and normalized weather conditions. Capital expenditures for 2024 were significantly higher than in previous years, and the regulatory lag associated with delayed collection on the depreciation and financing costs on those assets through customer rates was a notable factor for consideration. To that end, the compensation and human resources committee’s review included our financial forecast and a detailed earnings and tax credit sensitivity analysis prepared by management, which provided the committee with insight on those and other anticipated positive and negative drivers of financial performance on an income-statement basis. Notwithstanding considerable regulatory lag resulting from the 2023 Settlement Stipulation and increased capital expenditures, to further drive performance the committee established the target of the net income metric approximately $17 million above our 2023 actual net income, representing a substantial increase. The goal for preservation of ADITCs was first introduced in 2023 and is based on a regulatory mechanism that we believe is unique to Idaho Power. In May 2018, the IPUC issued an order approving an indefinite extension (with modifications) of the terms of April 2018 and December 2011 Idaho settlement stipulations (Prior Idaho Settlements). Under the terms of the Prior Idaho Settlements and the 2023 Settlement Stipulation, for 2024, if Idaho Power's Idaho ROE was less than 9.12 percent, then Idaho Power was required to amortize ADITCs to achieve a 9.12 percent Idaho ROE for that year. For 2024, the target level of preservation of ADITCs was established at $15 million and maximum at $50 million (i.e., higher preservation of ADITCs results in higher achievement under this goal), encouraging our management to work toward a balanced result that preserved valuable ADITCs for use in future periods. Our financial forecast in 2024 indicated that, if operational performance and execution were outstanding in 2024, the company could preserve a portion of the tax credits that were available under the mechanism for future years, so the committee continued the approach that balanced the desire for higher net income with the desire to preserve available tax credits under the mechanism. The goal for preservation of ADITCs for 2024 was similar to 2023 in that it encouraged preservation of ADITCs for future years – i.e., use the minimum number of ADITCs necessary in order to achieve a specified return on equity. For 2024, however, there was a change, in that the ADITC component focused on the total balance of ADITCs available as of the end of 2024, as opposed to the amount of ADITCs used in 2023 for the prior year’s corresponding metric. This change was driven by the total volume of ADITCs that we forecasted would be available in 2024, as well as the desire to incentivize management to identify and incorporate additional ADITCs in the mechanism through its credit-eligible capital projects and the regulatory process. For 2024, the compensation and human resources committee weighted the net income metric as 80% of the total financial goal, and the ADITC preservation metric as 20% of the total financial goal. Operational Performance Goals: The compensation and human resources committee set the target for the customer satisfaction goal for 2024 at 84.25 percent. The committee sought to incentivize rigorous and realistic achievement levels despite challenges from recent Idaho and Oregon rate cases by maintaining the target level of achievement unchanged from 2023, while decreasing the levels for threshold and maximum achievement. The committee set the target for the service reliability goal for 2024 at 1.25 outage incidents. The committee sought to motivate continued improvement in service reliability while maintaining a goal realistic enough to be achievable by increasing the required levels for target and maximum achievement compared to 2023, while maintaining the threshold level from 2023.

  20. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation is intended to encourage and reward long-term performance, provide a multi-year retention mechanism, and enhance the alignment between management and shareholders. We grant executive officers the opportunity to earn stock-based long-term compensation in order to be competitive from a total compensation standpoint, to ensure focus on long-term financial goals, to recognize future performance, to promote retention, and to maximize shareholder value by aligning our executive officers’ interests with shareholder interests. Our 2024 long-term incentive awards were allocated as follows: •time-vesting restricted stock units, vesting in January 2027, representing one-third of the awards; and •performance-based restricted stock units with a three-year performance period of 2024-2026, representing two-thirds of the awards at target. Consistent with our historical practice, the compensation and human resources committee recommended, and the board of directors approved, the 2024 long-term incentive grants at their February 2024 meetings, which approval became effective after we released our 2023 full-year earnings. Following is a more detailed description of the time-vesting restricted stock units and performance-based restricted stock units that comprise the long-term incentive grants. Time-Vesting Restricted Stock Units: The time-vesting restricted stock unit awards made to our NEOs in 2024 will vest in January 2027, as long as the NEO remains employed by us throughout the restriction period. Earned awards are settled in shares. The NEOs receive dividend equivalents on the units during the restriction period, since the officer is assured of vesting in the units as long as he or she remains employed by the company. We believe that the restricted stock units and dividend equivalent payments provide a strong incentive for the officer to continue working for us for the entire three-year restriction period. Because the restricted stock units are intended to serve as a retention tool, the compensation and human resources committee decided to use cliff vesting, rather than ratable vesting. However, if the NEO's employment terminates before the vesting date, subject to board of director approval, the officer may receive a pro-rated payout, depending on the reason for or circumstances surrounding the termination, such as for retirement at age 55 or older. Performance-Based Restricted Stock Units: Performance-based restricted stock units are based entirely on our financial performance over a three-year performance period and may be earned up to 200 percent of target but will not be earned if our minimum financial performance goals are not met at the end of the performance period. Earned awards are settled in shares. Dividend equivalents on the performance-based restricted stock units are not paid to our NEOs during the performance period. Instead, they are paid at the end of the performance period only on performance-based restricted stock units that are actually earned, if any. The performance-based restricted stock units granted in February 2024 may be earned by the NEOs based on performance against two financial measures over the 2024-2026 performance period. The two equally weighted performance measures are CEPS and TSR. The CEPS levels are indicative of management performance, as this goal relates to revenue enhancement and cost containment. Relative TSR is determined by our common stock price change and dividends paid over a three-year performance period compared to that achieved by a comparison group of companies over the same three-year period. As in prior years, for 2024 grants, we used the EEI Utilities Index as the TSR comparison group. We compare our TSR with these companies' TSRs on a percentile basis. The CEPS performance levels for the 2024-2026 performance period are as follows:

  21. Long-Term Incentive Compensation

    | -Threshold: | $13.50 | | -Target: | $14.65 | | -Maximum: | $15.80 |

  22. Long-Term Incentive Compensation

    The TSR performance levels for the 2024-2026 performance period are as follows:

  23. Long-Term Incentive Compensation

    | -Threshold: | 30th percentile | | -Target: | 55th percentile | | -Maximum: | 90th percentile |

  24. Long-Term Incentive Compensation

    The table that follows shows the long-term incentive award opportunities recommended by the compensation and human resources committee and approved by our board of directors for 2024 for each NEO. We use linear interpolation for achievement within the levels specified.

  25. Long-Term Incentive Compensation

    | | IDACORP Long-Term Incentive Compensation Component | | | | | | | | Executive | Number of Time-Vesting Restricted Stock Units (Percent of 2024 Base Salary) | | Number of Performance-Based Units (Percent of 2024 Base Salary) | | | Approximate Total Long-Term Incentive Award (Based on 2024 Base Salary) | | | Lisa A. Grow | 11,278 | (100.0)% | Threshold: | 10,150 | (90.0)% | Threshold: | $1,900,000 | | | | | Target: | 22,556 | (200.0)% | Target: | $3,000,000 | | | | | Maximum: | 45,112 | (400.0)% | Maximum: | $5,000,000 | | Brian R. Buckham | 3,203 | (50.0)% | Threshold: | 2,882 | (45.0)% | Threshold: | $539,600 | | | | | Target: | 6,406 | (100.0)% | Target: | $852,000 | | | | | Maximum: | 12,812 | (200.0)% | Maximum: | $1,420,000 | | Adam J. Richins | 3,299 | (50.0)% | Threshold: | 2,970 | (45.0)% | Threshold: | $555,750 | | | | | Target: | 6,598 | (100.0)% | Target: | $877,500 | | | | | Maximum: | 13,196 | (200.0)% | Maximum: | $1,462,500 | | Jeffrey L. Malmen | 1,963 | (40.0)% | Threshold: | 1,766 | (36.0)% | Threshold: | $330,600 | | | | | Target: | 3,924 | (80.0)% | Target: | $522,000 | | | | | Maximum: | 7,848 | (160.0)% | Maximum: | $870,000 | | Timothy E. Tatum | 814 | (21.7)% | Threshold: | 732 | (19.5)% | Threshold: | $137,085 | | | | | Target: | 1,628 | (43.3)% | Target: | $216,450 | | | | | Maximum: | 3,256 | (86.7)% | Maximum: | $360,750 |

  26. Long-Term Incentive Compensation

    As with base salary and short-term incentive opportunities, the compensation and human resources committee established the 2024 long-term incentive opportunities based on its review of the market compensation analysis and individual executive officer experience and tenure and both individual and company performance. Following its review, the compensation and human resources committee increased the 2024 target long-term incentive award opportunities as a percentage of base salary for Ms. Grow (from 275 percent to 300 percent), Mr. Buckham (from 140 percent to 150 percent), and Mr. Richins (from 140 percent to 150 percent) compared to the target levels for 2023. In making its decisions, the compensation and human resources committee considered each individual’s accomplishments, as reflected in their annual performance evaluations, market compensation levels, and retention. Payment of Performance-Based Restricted Stock Units for 2022-2024 Performance Period The performance-based restricted stock units granted in February 2022 for the 2022-2024 performance period were earned at an overall 100 percent of target, consisting of 200 percent of target for the CEPS goal based on our CEPS of $15.75 and no payout for the relative TSR goal based on our relative TSR level of the 24th percentile, which was less than the threshold level of the 30th percentile. The table that follows lists (1) the target performance-based restricted stock unit awards granted in 2022, (2) the shares actually earned, and (3) the dividend equivalent payments earned.

  27. Long-Term Incentive Compensation

    | Executive | Target Performance Based Restricted Stock Units Granted in February 2022 (#) | Shares Earned in February 2025 (#) | Dividend Equivalents ($) | | Lisa A. Grow | 13,780 | 13,780 | $144,001 | | Brian R. Buckham | 3,594 | 3,594 | $37,557 | | Adam J. Richins | 3,774 | 3,774 | $39,438 | | Jeffrey L. Malmen | 2,894 | 2,894 | $30,242 | | Timothy E. Tatum | 1,070 | 1,070 | $11,182 |

  28. Role of Our Compensation and Human Resources Committee, Management, and Compensation Consultant

    Role of Our Compensation and Human Resources Committee, Management, and Compensation Consultant The compensation and human resources committee is responsible for overseeing executive compensation and making recommendations to the board of directors for establishing appropriate salary and incentive compensation for our executive officers, including our NEOs, in accordance with our compensation philosophy, while also aligning our executives’ interests with company and business unit performance, business strategies and initiatives, and drivers for growth in shareholder value. The compensation and human resources committee is further responsible for administering our compensation plans in a manner consistent with these objectives. In this process, the compensation and human resources committee evaluates information provided by its independent compensation consultant and our management team, as discussed below. During 2024, the compensation and human resources committee engaged the services of Pay Governance LLC (Pay Governance) as the compensation and human resources committee’s independent compensation consultant. The compensation and human resources committee reviews the mix and level of compensation by each component individually and in the aggregate. The compensation and human resources committee also reviews all elements of officer remuneration, including accumulated pension benefits and change-in-control agreements. The compensation and human resources committee and board of directors are responsible for establishing the compensation of the NEOs. Neither the CEO nor any other NEO makes recommendations for setting his or her own compensation. The recommendation of the CEO’s compensation is determined in compensation and human resources committee meetings during an executive session and is presented to the independent members of our board of directors for review and approval. Annually, the compensation and human resources committee also reviews the goals and targets of executive incentive compensation programs with a focus on setting challenging, but realistic, targets to drive performance and to improve shareholder value over the long term. The CEO, with guidance from our Human Resources department, typically makes recommendations to the compensation and human resources committee with respect to the compensation of the other NEOs and the other company officers and senior managers. The CEO possesses insight regarding individual performance, experience, future promotion potential, and intentions in retaining particular senior executives. The CEO presents his or her recommendations to the compensation and human resources committee for review. However, the compensation and human resources committee may modify or disregard the CEO’s recommendations. Pay Governance, as discussed below, regularly provides market-level commentary and observations regarding compensation adjustments to the compensation and human resources committee. Management and the compensation and human resources committee also monitor succession plans as described below under “Executive Succession Planning.” The compensation and human resources committee also engaged Pay Governance to provide independent advice with respect to executive and director compensation and corporate governance matters related to executive compensation. The compensation and human resources committee relied on Pay Governance’s expertise in benchmarking and familiarity with competitive compensation practices in the utility and general industry sectors. In addition, the compensation and human resources committee regularly requested advice from Pay Governance concerning the design, communication, and implementation of our incentive compensation plans and other programs. In 2024, the compensation and human resources committee elected to meet with Pay Governance without management (including the CEO) present in an executive session after some of the regularly scheduled compensation and human resources committee meetings. The services provided by Pay Governance to the compensation and human resources committee in 2024 included: •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; •Participation in discussions with management and the compensation and human resources committee when incentive goals were assessed and set, including: ◦Evaluation of our historical, recent, and projected performance; and ◦Analysis of historical and projected peer data and trends; •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 and human resources 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 and human resources 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 and human resources committee meetings, including executive sessions, if applicable and as requested. The compensation and human resources committee has considered the independence of Pay Governance, as required by SEC and NYSE rules and requirements. The compensation and human resources committee obtained and considered representations from Pay Governance that they were an independent consultant and that there were no conflicts of interest. The compensation and human resources committee also considered and assessed relevant factors that could give rise to a potential conflict of interest with respect to Pay Governance and their work. Based on this review, the compensation and human resources committee is not aware of any conflict of interest that has been raised by the work performed by Pay Governance.

  29. Change in Control Agreements

    Change in Control Agreements We have change in control agreements with all of our executive officers. The compensation and human resources committee believes that change in control agreements are an important benefit to promote officer retention during periods of uncertainty around acquisitions and to motivate officers to weigh acquisition proposals in a balanced manner for the benefit of shareholders, rather than resisting such proposals for the purpose of job preservation. The agreements we have with our NEOs are “double-trigger” agreements in the sense that two events must occur in order for full cash severance payments to be made: a change in control and a termination of employment in connection with the change in control. However, for Ms. Grow and Mr. Malmen, who entered into their agreements prior to March 2010 when we eliminated this feature in our form of change in control agreement, if a change in control occurs and the officer is not terminated, the agreements permit the officer to terminate employment for any reason during the first month following the one-year anniversary of the change in control and receive a lesser severance payout. This provision was historically included because the first year after a change in control is a critical transition period, and the 13th-month trigger serves as an important tool to encourage our executive officers to remain with the company or our successor for at least that transition period. We discuss the other material terms of our change in control agreements later in this proxy statement in the section entitled “Potential Payments Upon Termination or Change in Control.”

  30. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  31. 2024 Summary Compensation Table

    | 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 | | Lisa A. Grow President and CEO | 2024 | 1,000,000 | — | 2,890,889 | — | 1,662,400 | 1,134,996 | 16,360 | 6,704,645 | 5,569,649 | | | 2023 | 920,000 | — | 2,440,043 | — | 1,645,052 | 2,352,115 | 15,760 | 7,372,970 | 5,020,855 | | | 2022 | 850,000 | — | 2,092,631 | — | 1,484,865 | — | 13,549 | 4,441,045 | 4,441,045 | | Brian R. Buckham SVP, CFO, and Treasurer | 2024 | 568,000 | — | 821,025 | — | 566,546 | 225,103 | 14,320 | 2,194,994 | 1,969,891 | | | 2023 | 515,000 | — | 695,422 | — | 552,523 | 595,573 | 13,720 | 2,372,238 | 1,776,665 | | | 2022 | 462,000 | — | 545,990 | — | 484,241 | — | 13,650 | 1,505,881 | 1,505,881 | | Adam J. Richins SVP and COO | 2024 | 585,000 | — | 845,632 | — | 583,502 | 230,584 | 13,800 | 2,258,518 | 2,027,934 | | | 2023 | 530,000 | — | 715,702 | — | 568,616 | 779,987 | 13,200 | 2,607,505 | 1,827,518 | | | 2022 | 485,000 | — | 573,119 | — | 508,348 | — | 12,200 | 1,578,667 | 1,578,667 | | Jeffrey L. Malmen SVP of Public Affairs | 2024 | 435,000 | — | 503,008 | — | 433,887 | 176,790 | 14,320 | 1,563,005 | 1,386,215 | | | 2023 | 402,000 | — | 465,351 | — | 431,290 | 701,627 | 13,720 | 2,013,988 | 1,312,361 | | | 2022 | 372,000 | — | 439,586 | — | 389,908 | — | 12,650 | 1,214,144 | 1,214,144 | | Timothy E. Tatum VP of Regulatory Affairs | 2024 | 333,000 | — | 208,652 | — | 221,432 | 180,084 | 14,580 | 957,748 | 777,664 |

  32. 2024 Summary Compensation Table

    1 Amounts in this column represent the aggregate grant date fair value of the time-vesting restricted stock units and the performance-based restricted stock units (at target) granted in each of the years shown and calculated in accordance with FASB ASC Topic 718. 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 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, 2024, on file with the SEC. The table below shows the grant date fair values of the CEPS component of the performance-based restricted stock unit awards granted in 2024, assuming that the highest level of performance conditions are achieved for the awards. The grant date fair value for the market-related TSR component is not subject to probable or maximum outcome assumptions and, is therefore, based on target award value.

  33. 2024 Summary Compensation Table

    | Name | Grant Date Fair Value of CEPS Component | | Lisa A. Grow | $1,988,537 | | Brian R. Buckham | $564,753 | | Adam J. Richins | $581,680 | | Jeffrey L. Malmen | $345,940 | | Timothy E. Tatum | $143,524 |

  34. 2024 Summary Compensation Table

    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 5.45% for 2022, 5.10% for 2023, and 5.70% for 2024; and use of the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with MP-2021 projection scale adjusted with an ultimate improvement rate of 0.75% for 2022 and Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with IRS 2024 Adjusted MP-2021 Projection Scale for 2023 and 2024 and retirement age at 62. There were no above market earnings on deferred compensation. In 2022, the change in pension value was negative due to an increase in discount rates. Negative changes in pension values were excluded from this column for the NEOs as follows for 2022:

  35. 2024 Summary Compensation Table

    | Name | Change in pension value for 2022 | | Lisa A. Grow | -$1,603,938 | | Brian R. Buckham | -$550,039 | | Adam J. Richins | -$506,947 | | Jeffrey L. Malmen | -$1,160,182 |

  36. 2024 Summary Compensation Table

    3 For 2024, represents our contribution to the Idaho Power Company Employee Savings Plan, which is our 401(k) plan, in the amount of $13,800 for each NEO, and a charitable match contribution for each of Ms. Grow, Mr. Buckham, and Mr. Malmen. For 2023 and 2022, includes our contribution to the Employee Savings Plan in the amounts of $13,200 and $12,200, respectively, for each NEO. 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 and human resources committee views the annual compensation elements for the NEOs. While the compensation and human resources committee does review the table in its totality, we note that the change in pension value amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column does not reflect current compensation and represents the present value of an estimated stream of payments to be made following retirement. The methodology used to report the change in pension value under applicable accounting rules is sensitive to external variables such as assumptions about life expectancy and changes in the discount rate determined at each year end, which are functions of economic factors and actuarial calculations that do not relate to our performance and are outside of the control of the compensation and human resources committee.

  37. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  38. Grants of Plan-Based Awards in 2024

    | Name (a) | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | Lisa A. Grow | | | | | | | | | | | Short-Term Incentive1 | | 500,000 | 1,000,000 | 2,000,000 | | | | | | | Restricted Stock Units – Time2 | 2/16/2024 | | | | | | | 11,278 | 1,000,020 | | Restricted Stock Units – Perf.3 | 2/16/2024 | | | | 10,150 | 22,556 | 45,112 | | 1,890,869 | | Brian R. Buckham | | | | | | | | | | | Short-Term Incentive1 | | 170,400 | 340,800 | 681,600 | | | | | | | Restricted Stock Units – Time2 | 2/16/2024 | | | | | | | 3,203 | 284,010 | | Restricted Stock Units – Perf.3 | 2/16/2024 | | | | 2,882 | 6,406 | 12,812 | | 537,015 | | Adam J. Richins | | | | | | | | | | | Short-Term Incentive1 | | 175,500 | 351,000 | 702,000 | | | | | | | Restricted Stock Units – Time2 | 2/16/2024 | | | | | | | 3,299 | 292,522 | | Restricted Stock Units – Perf.3 | 2/16/2024 | | | | 2,970 | 6,598 | 13,196 | | 553,110 | | Jeffrey L. Malmen | | | | | | | | | | | Short-Term Incentive1 | | 130,500 | 261,000 | 522,000 | | | | | | | Restricted Stock Units – Time2 | 2/16/2024 | | | | | | | 1,963 | 174,059 | | Restricted Stock Units – Perf.3 | 2/16/2024 | | | | 1,766 | 3,924 | 7,848 | | 328,949 | | Timothy E. Tatum | | | | | | | | | | | Short-Term Incentive1 | | 66,600 | 133,200 | 266,400 | | | | | | | Restricted Stock Units – Time2 | 2/16/2024 | | | | | | | 814 | 72,177 | | Restricted Stock Units – Perf.3 | 2/16/2024 | | | | 732 | 1,628 | 3,256 | | 136,475 |

  39. Grants of Plan-Based Awards in 2024

    1 Represents short-term incentive cash compensation for 2024 awarded pursuant to the IDACORP Executive Incentive Plan. Actual short-term incentive payouts during 2024 are shown in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. 2 Represents time-vesting restricted stock units awarded pursuant to the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan. 3 Represents performance-based restricted stock units for the 2024-2026 performance period awarded pursuant to the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan.

  40. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  41. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Stock Awards | | | | | Name (a) | Number of Shares or Units of Stock That Have Not Vested (#) (g)1 | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)3 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)2 | | Lisa A. Grow | | | | | | Restricted Stock Units - Time-Vesting | 26,151 | 2,857,781 | | | | Restricted Stock Units - Performance | | | 44,894 | 4,906,016 | | Brian R. Buckham | | | | | | Restricted Stock Units - Time-Vesting | 7,277 | 795,231 | | | | Restricted Stock Units - Performance | | | 12,118 | 1,324,255 | | Adam J. Richins | | | | | | Restricted Stock Units - Time-Vesting | 7,528 | 822,660 | | | | Restricted Stock Units - Performance | | | 12,624 | 1,379,551 | | Jeffrey L. Malmen | | | | | | Restricted Stock Units - Time-Vesting | 4,934 | 539,188 | | | | Restricted Stock Units - Performance | | | 8,924 | 975,215 | | Timothy E. Tatum | | | | | | Restricted Stock Units - Time-Vesting | 1,971 | 215,391 | | | | Restricted Stock Units - Performance | | | 3,430 | 374,830 |

  42. Outstanding Equity Awards at Fiscal Year-End 2024

    1 The number of shares underlying the awards of time-vesting restricted stock units and the applicable vesting dates are as follows:

  43. Outstanding Equity Awards at Fiscal Year-End 2024

    | NEO | Award | Shares Underlying Restricted Stock Units | Vesting Date | | Lisa A. Grow | 2022 | 6,890 | 1/1/2025 | | | 2023 | 7,983 | 1/1/2026 | | | 2024 | 11,278 | 1/1/2027 | | Brian R. Buckham | 2022 | 1,799 | 1/1/2025 | | | 2023 | 2,275 | 1/1/2026 | | | 2024 | 3,203 | 1/1/2027 | | Adam J. Richins | 2022 | 1,887 | 1/1/2025 | | | 2023 | 2,342 | 1/1/2026 | | | 2024 | 3,299 | 1/1/2027 | | Jeffrey L. Malmen | 2022 | 1,448 | 1/1/2025 | | | 2023 | 1,523 | 1/1/2026 | | | 2024 | 1,963 | 1/1/2027 | | Timothy E. Tatum | 2022 | 535 | 1/1/2025 | | | 2023 | 622 | 1/1/2026 | | | 2024 | 814 | 1/1/2027 |

  44. Outstanding Equity Awards at Fiscal Year-End 2024

    2 Restricted stock units that have not vested are valued at $109.28 per share, the closing stock price of IDACORP common stock on December 31, 2024. 3 The number of shares underlying the performance-based restricted stock units and the applicable performance periods are as follows:

  45. Outstanding Equity Awards at Fiscal Year-End 2024

    | NEO | Award | Shares Underlying Restricted Stock Units | End of Performance Period | | Lisa A. Grow | 2022 | 27,560 | 12/31/2024 | | | 2023 | 7,184 | 12/31/2025 | | | 2024 | 10,150 | 12/31/2026 | | Brian R. Buckham | 2022 | 7,188 | 12/31/2024 | | | 2023 | 2,048 | 12/31/2025 | | | 2024 | 2,882 | 12/31/2026 | | Adam J. Richins | 2022 | 7,548 | 12/31/2024 | | | 2023 | 2,106 | 12/31/2025 | | | 2024 | 2,970 | 12/31/2026 | | Jeffrey L. Malmen | 2022 | 5,788 | 12/31/2024 | | | 2023 | 1,370 | 12/31/2025 | | | 2024 | 1,766 | 12/31/2026 | | Timothy E. Tatum | 2022 | 2,140 | 12/31/2024 | | | 2023 | 558 | 12/31/2025 | | | 2024 | 732 | 12/31/2026 |

  46. Outstanding Equity Awards at Fiscal Year-End 2024

    Shares for the 2022 performance-based award are shown at the maximum level based on results for the 2022-2024 performance period, above target but below maximum. Shares for the 2023 performance-based award are shown at the threshold level based on results for the first two years of the 2023-2025 performance period at threshold. Shares for the 2024 performance-based awards are shown at the threshold level based on results for the first year of the 2024-2026 performance period at threshold. The compensation and human resources committee and the board of directors determine if and at what level the performance goals have been met, which generally occurs in February following the end of the performance period.

  47. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024

  48. Option Exercises and Stock Vested During 2024

    | 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 | | Lisa A. Grow | — | — | 25,072 | 2,290,946 | | Brian R. Buckham | — | — | 7,411 | 677,184 | | Adam J. Richins | — | — | 7,764 | 709,432 | | Jeffrey L. Malmen | — | — | 6,176 | 564,321 | | Timothy E. Tatum | — | — | 2,273 | 207,701 |

  49. Option Exercises and Stock Vested During 2024

    1 Based on the closing price of IDACORP common stock on the vesting date.

  50. Pension Benefits for 2024

    Pension Benefits for 2024

  51. Pension Benefits for 2024

    | Name (a) | Plan Name (b)1 | Number of Years of Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d)2 | Payments During Last Fiscal Year ($) (e) | | Lisa A. Grow | Retirement Plan | 37 | 1,921,808 | | | | SMSP I | 3 | — | | | | SMSP II | 20 | 10,345,575 | | | Brian R. Buckham | Retirement Plan | 15 | 351,781 | | | | SMSP II | 9 | 1,768,602 | | | Adam J. Richins | Retirement Plan | 14 | 355,001 | | | | SMSP II | 11 | 2,191,312 | | | Jeffrey L. Malmen | Retirement Plan | 17 | 762,299 | | | | SMSP II | 17 | 3,794,844 | | | Timothy E. Tatum | Retirement Plan | 28 | 896,575 | | | | SMSP II | 10 | 686,689 | |

  52. Pension Benefits for 2024

    1 SMSP I refers to Security Plan for Senior Management Employees I, which has grandfathered benefits under Section 409A of the Internal Revenue Code, and SMSP II refers to Security Plan for Senior Management Employees II, which does not have grandfathered benefits under Section 409A of the Internal Revenue Code. 2 Values shown represent the present value of the accumulated pension benefit under each plan as of December 31, 2024, calculated using a discount rate of 5.70% and the Pri-2012 Nondisabled Annuitant, Amount Weighted, Mortality, with IRS 2024 Adjusted MP-2021 Projection Scale.

  53. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables below show the payments and benefits our NEOs would receive in connection with a variety of hypothetical employment termination scenarios and upon a change in control. For purposes of the calculations for those tables, we assumed the change in control or terminations occurred on December 31, 2024, and used the closing price of our common stock on that date, which was $109.28. Actual amounts payable can only be determined at the time of a change in control or termination. All of the payments and benefits described below would be provided by IDACORP or Idaho Power. The information presented below: •Excludes base salary and short-term incentive awards, to the extent earned due to employment through December 31, 2024; •Excludes 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 2024 table; and •Includes 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 2024 table.

  54. Lisa A. Grow

    | | | | | | | | | | Change in Control | | | | | | | Executive Benefits and Payments Upon Termination or Change in Control (a) | Voluntary Termination (Retirement if Over 55) ($) (b) | | Not for Cause, Non-Retirement Termination ($) (c) | | For Cause Termination ($) (d) | | Death or Disability ($) (e) | | Without Termination ($) (f) | | Not for Cause or Constructive Discharge Termination ($) (g) | | 13th-Month Trigger ($) (h) | | | Compensation: | | | | | | | | | | | | | | | | Base Salary | | | | | | | | | | | — | 1 | 196,503 | 2 | | Short-Term Incentive Plan | | | | | | | | | | | 1,841,327 | 1 | 1,666,667 | 2 | | Long-Term Incentive Plan – Time-Vesting | 1,745,311 | 3,4 | — | 5 | — | 5 | 1,745,311 | 4 | 2,857,781 | 6 | 2,857,781 | 6 | 2,857,781 | 6 | | Long-Term Incentive Plan – Performance Vesting | 3,717,672 | 3,7 | — | 5 | — | 5 | 3,717,672 | 7 | 6,027,621 | 6 | 6,027,621 | 6 | 6,027,621 | 6 | | Benefits and Perquisites: | | | | | | | | | | | | | | | | Security Plan I | | | | | | | | | | | | | | | | Security Plan II | 769,618 | 8 | 769,618 | 8 | 769,618 | 8 | 8,154,928 | 9 | | | 769,618 | 10 | 769,618 | 10 | | Welfare Benefits | | | | | | | | | | | 39,676 | 11 | 29,834 | 12 | | Outplacement Services | | | | | | | | | | | 12,000 | 13 | | | | 280G Tax Gross-up | | | | | | | | | | | — | 14 | — | 14 | | Total: | 6,232,601 | | 769,618 | | 769,618 | | 13,617,911 | | 8,885,402 | | 11,548,023 | | 11,548,024 | |

  55. Brian R. Buckham

    | | | | | | | | | | 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 | | | | | | | | | | | 1,420,000 | 1 | | Short-Term Incentive Plan | | | | | | | | | | | 852,000 | 1 | | Long-Term Incentive Plan – Time-Vesting | — | 2 | — | 3 | — | 3 | 479,084 | 4 | 795,231 | 5 | 795,231 | 5 | | Long-Term Incentive Plan – Performance Vesting | — | 2 | — | 3 | — | 3 | 1,018,996 | 6 | 1,675,753 | 5 | 1,675,753 | 5 | | Benefits and Perquisites: | | | | | | | | | | | | | | Security Plan II | — | 7 | — | 7 | — | 7 | 5,741,796 | 8 | | | 153,594 | 9 | | Welfare Benefits | | | | | | | | | | | 49,984 | 10 | | Outplacement Services | | | | | | | | | | | 12,000 | 11 | | Total: | — | | — | | — | | 7,239,876 | | 2,470,984 | | 4,958,562 | |

  56. Adam J. Richins

    | | | | | | | | | | 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 | | | | | | | | | | | 1,462,500 | 1 | | Short-Term Incentive Plan | | | | | | | | | | | 877,500 | 1 | | Long-Term Incentive Plan – Time-Vesting | — | 2 | — | 3 | — | 3 | 497,005 | 4 | 822,660 | 5 | 822,660 | 5 | | Long-Term Incentive Plan – Performance Vesting | — | 2 | — | 3 | — | 3 | 1,057,794 | 6 | 1,734,064 | 5 | 1,734,064 | 5 | | Benefits and Perquisites: | | | | | | | | | | | | | | Security Plan II | — | 7 | — | 7 | — | 7 | 5,699,644 | 8 | | | 190,968 | 9 | | Welfare Benefits | | | | | | | | | | | 49,601 | 10 | | Outplacement Services | | | | | | | | | | | 12,000 | 11 | | Total: | — | | — | | — | | 7,254,443 | | 2,556,724 | | 5,149,293 | |

  57. Jeffrey L. Malmen

    | | | | | | | | | | 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 | | | | | | | | | | | 1,087,500 | 1 | 725,000 | 2 | | Short-Term Incentive Plan | | | | | | | | | | | 652,500 | 1 | 435,000 | 2 | | Long-Term Incentive Plan – Time-Vesting | 340,626 | 3,4 | — | 5 | — | 5 | 340,626 | 4 | 539,188 | 6 | 539,188 | 6 | 539,188 | 6 | | Long-Term Incentive Plan – Performance Vesting | 726,349 | 3,7 | — | 5 | — | 5 | 726,349 | 7 | 1,138,556 | 6 | 1,138,556 | 6 | 1,138,556 | 6 | | Benefits and Perquisites: | | | | | | | | | | | | | | | | Security Plan II | 370,822 | 8 | 370,822 | 8 | 370,822 | 8 | 4,076,341 | 9 | | | 370,822 | 10 | 370,822 | 10 | | Welfare Benefits | | | | | | | | | | | 65,971 | 11 | 49,574 | 12 | | Outplacement Services | | | | | | | | | | | 12,000 | 13 | | | | 280G Tax Gross-up | | | | | | | | | | | — | 14 | — | 14 | | Total: | 1,437,797 | | 370,822 | | 370,822 | | 5,143,316 | | 1,677,744 | | 3,866,537 | | 3,258,140 | |

  58. Timothy E. Tatum

    | | | | | | | | | | 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 | | | | | | | | | | | 832,500 | 1 | | Short-Term Incentive Plan | | | | | | | | | | | 333,000 | 1 | | Long-Term Incentive Plan – Time-Vesting | — | 2 | — | 3 | — | 3 | 133,431 | 4 | 215,391 | 5 | 215,391 | 5 | | Long-Term Incentive Plan – Performance Vesting | — | 2 | — | 3 | — | 3 | 284,140 | 6 | 454,182 | 5 | 454,182 | 5 | | Benefits and Perquisites: | | | | | | | | | | | | | | Security Plan I | | | | | | | | | | | | | | Security Plan II | — | 7 | — | 7 | — | 7 | 1,780,896 | 8 | | | 60,687 | 9 | | Welfare Benefits | | | | | | | | | | | 39,138 | 10 | | Outplacement Services | | | | | | | | | | | 12,000 | 11 | | Total: | — | | — | | — | | 2,198,467 | | 669,573 | | 1,946,898 | |

  59. CEO Pay Ratio

    CEO Pay Ratio Our compensation and human resources committee annually reviews the relationship of the median of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO. For 2024, our last completed fiscal year, the ratio of our CEO's annual total compensation, as reported above in the Summary Compensation Table, to the employee we identified with the median of the annual total compensation of all employees (other than the CEO), as described below, was 38:1. For 2024, our median employee's annual base wage was $121,632, and our median employee's annual total compensation, which includes overtime, premium and supplemental pay, non-equity incentive plan compensation, change in present value of pension benefits, and 401k match, was $177,404. For 2024, the base wage of our CEO was $1,000,000, and the annual total compensation of our CEO, as reported above in the Summary Compensation Table, was $6,704,645. We identified the median employee that was used for purposes of calculating the 2024 pay ratio as of the last payroll period in 2023, on December 31, 2023, using two factors: •Base salary and wages paid to all full-time and part-time employees employed as of this date, as the consistently applied compensation measure and as reported in our payroll records reported to the Internal Revenue Service on Form W-2 for 2023; and •Median years of service of employees with the same base wages, to reflect the median change in pension value for this group of employees. As of December 31, 2023, our employee population consisted of approximately 2,100 individuals. There has been no significant change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure for 2024. Equity awards were excluded from our compensation measure in identifying the median employee because we do not widely distribute annual equity awards to our employees. Approximately 3 percent of our employees receive annual equity awards. In addition, we did not make any cost-of-living adjustments in identifying our median employee because all our employees are located in the United States. We believe the pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions. The application of various methodologies may result in significant differences in the results reported by SEC reporting companies. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio we report above.

  60. Pay Versus Performance

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

  61. Pay Versus Performance

    | | Summary Compensation Table Total for PEO1 ($) | | Compensation Actually Paid to PEO1,7 ($) | | Average Summary Compensation Table Total for non-PEO NEOs2 ($) | Average Compensation Actually Paid to non-PEO NEOs2,7 ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income5 ($) (,000s) | Company-Selected Measure - CEPS6 | | Year | | | | | | | Total Shareholder Return3 ($) | Peer Group Total Shareholder Return4 ($) | | | | | Lisa Grow | Darrel Anderson | Lisa Grow | Darrel Anderson | | | | | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,704,645 | | 7,642,400 | | 1,743,566 | 2,173,392 | 118.97 | 127.32 | 289,951 | $15.75 | | 2023 | 7,372,970 | | 4,478,465 | | 2,102,244 | 1,502,568 | 103.50 | 106.91 | 261,893 | $15.10 | | 2022 | 4,441,045 | | 4,725,667 | | 1,326,582 | 1,435,286 | 110.06 | 117.09 | 259,560 | $14.65 | | 2021 | 5,645,525 | | 5,564,659 | | 1,977,637 | 2,297,255 | 112.38 | 115.76 | 245,872 | $14.15 | | 2020 | 5,903,347 | 6,318,341 | 3,114,307 | 20,653 | 2,351,741 | 1,473,753 | 92.53 | 98.84 | 237,968 | $13.79 |

  62. Pay Versus Performance

    1 Ms. Grow was appointed CEO in June 2020. Mr. Anderson retired as CEO in June 2020. 2 Non-PEO NEOs included in the average calculation are listed below.

  63. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Brian Buckham | x | x | x | x | x | | Adam Richins | x | x | x | x | x | | Jeff Malmen | x | x | x | x | x | | Tim Tatum | x | | | | | | Ken Petersen | | x | x | | | | Steve Keen | | | x | x | x |

  64. Pay Versus Performance

    3 TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (assuming dividend reinvestment) and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. 4 Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used is the EEI Utilities Index. 5 The dollar amounts reported represent the amount of net income reflected in the company's audited financial statements for the applicable year. 6 The company selected measure is CEPS, or cumulative earnings per share, which represents a key measure of performance for the benefit of shareholders aligning executive officers' management efforts to enhance revenue and contain costs with shareholders' performance objectives. 7 The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. The following adjustments were made to total compensation from the Summary Compensation Table (SCT) for each year to arrive at compensation actually paid, as computed in accordance with Item 402(v) of Regulation S-K (in dollars).

  65. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | | PEO ($) | Average non-PEO NEOs ($) | PEO ($) | Average non-PEO NEOs ($) | PEO ($) | Average non-PEO NEOs ($) | PEO ($) | Average non-PEO NEOs ($) | PEO Lisa Grow ($) | PEO Darrel Anderson ($) | Average non-PEO NEOs ($) | | Less SCT total grant date fair value of equity awards | (2,890,889) | (594,579) | (2,440,043) | (523,198) | (2,092,631) | (475,607) | (1,714,845) | (515,070) | (1,371,935) | (2,268,182) | (466,880) | | Less pension value | (1,134,996) | (203,140) | (2,352,115) | (652,352) | — | — | (1,760,278) | (567,460) | (2,711,412) | (2,613,893) | (1,069,692) | | Fair value of awards granted during fiscal year that remain unvested at fiscal year end8 | 4,059,516 | 834,931 | 2,279,119 | 488,692 | 2,494,680 | 446,824 | 2,675,143 | 803,500 | 1,293,581 | 208,203 | 440,209 | | Increase by fair value of awards granted during applicable fiscal year that vested during fiscal year, determined at vesting date | — | — | — | — | — | 9,960 | — | — | — | 86,365 | — | | +/- by change in fair value of outstanding unvested prior fiscal year awards that remain unvested at fiscal year-end compared to fair value as of prior fiscal year-end8 | 1,045,037 | 221,104 | (385,835) | (85,064) | (79,170) | (17,802) | 760,964 | 301,104 | (32,091) | 25,610 | (17,817) | | +/- for awards granted during prior fiscal year, determined based on change in ASC 718 fair value from prior fiscal year-end to vesting date8 | (219,158) | (51,648) | (57,545) | (15,236) | (85,861) | (50,052) | (73,702) | (41,379) | 12,945 | (72,566) | 7,678 | | Deduction of fair value of prior fiscal year awards as of prior fiscal year end that were forfeited during fiscal year | — | — | — | — | — | (73,652) | — | — | — | (1,687,333) | — | | Increase by amount of dividends paid on unvested awards during fiscal year prior to vesting date | 78,245 | 16,257 | 61,914 | 13,709 | 47,604 | 11,399 | 31,852 | 11,567 | 19,872 | 24,108 | 9,238 | | Increase by incremental fair value of options/SARS modified during fiscal year | — | — | — | — | — | — | — | — | — | — | — | | Increase by service cost and prior service cost (if applicable) for pension plans during fiscal year | — | 206,901 | — | 173,773 | — | 257,634 | — | 327,356 | — | — | 219,276 | | | 937,755 | 429,826 | (2,894,505) | (599,676) | 284,622 | 108,704 | (80,866) | 319,618 | (2,789,040) | (6,297,688) | (877,988) |

  66. Pay Versus Performance

    8 To calculate the fair value of our performance-based restricted stock unit awards, the probability of achievement in CEPS was re-evaluated annually. The valuation assumptions used to calculate fair values for the TSR component of the awards did not materially differ from those disclosed at the time of grant, except for consideration of historical performance-to-date as of the valuation date.

  67. Descriptions of the Information Presented in the Pay vs. Performance Table

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