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Definitive Proxy Statement |
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IDACORP, INC. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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Date: |
May 16, 2013 |
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Time: |
10:00 a.m. Mountain Time |
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Place: |
IDACORP, Inc. Corporate Headquarters Building 1221 W. Idaho Street Boise, Idaho 83702 |
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Record Date: |
Holders of record of IDACORP common stock at the close of business on March 28, 2013 are entitled to notice of and to vote at the
meeting. |
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Attendance: |
You are invited to attend the meeting in person. Shareholders interested in attending in person must make a reservation by calling
(800) 635-5406. Proof of ownership will also be required to enter the meeting. Any shareholder voting a proxy who attends the meeting may vote in
person by revoking that proxy before or at the meeting. |
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Proxy Voting: |
Please vote your shares at your earliest convenience. Registered holders may vote (a) by Internet at www.proxypush.com/ida;
(b) by toll-free telephone by calling (866) 702-2221; or (c) 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 bank or broker,
please note that under New York Stock Exchange rules, without specific instructions from you on how to vote, brokers may not vote your shares on any of
the matters to be considered at the annual meeting other than the ratification of our independent registered public accounting firm. 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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Items of Business: |
To elect four directors nominated by the board of directors for a one-year term;
To ratify the
appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31,
2013; |
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To vote on an advisory resolution to approve executive compensation; and |
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To transact such other business that may properly come before the meeting and any adjournments
thereof. |
By Order of the Board of Directors |
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Patrick A. Harrington Corporate Secretary Boise, Idaho April 3, 2013 |
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PART 1 INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL
MEETING |
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General Information |
1 | |||||
Questions and Answers About the Annual Meeting, this Proxy Statement, and Voting |
2 | |||||
PART 2 CORPORATE GOVERNANCE AT
IDACORP |
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Corporate Governance Principles and Practices |
6 | |||||
Certain Relationships and Related Transactions |
11 | |||||
Security Ownership of Directors, Executive Officers, and Five-Percent Shareholders |
13 | |||||
Section 16(a) Beneficial Ownership Reporting Compliance |
14 | |||||
PART 3 BOARD OF
DIRECTORS |
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PROPOSAL NO. 1: Election of Directors |
15 | |||||
Committees of the Board of Directors |
20 | |||||
Director Compensation for 2012 |
23 | |||||
PART 4 EXECUTIVE COMPENSATION |
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Compensation Discussion and Analysis |
25 | |||||
Compensation Committee Report |
42 | |||||
Our Compensation Policies and Practices as They Relate to Risk Management |
43 | |||||
Compensation Tables |
44 | |||||
2012 Summary Compensation Table |
44 | |||||
Grants of Plan-Based Awards in 2012 |
45 | |||||
Outstanding Equity Awards at Fiscal Year-End 2012 |
46 | |||||
Option Exercises and Stock Vested During 2012 |
47 | |||||
Pension Benefits for 2012 |
48 | |||||
Nonqualified Deferred Compensation for 2012 |
52 | |||||
Potential Payments Upon Termination or Change in Control |
53 | |||||
PROPOSAL NO. 2: Advisory Resolution to Approve Executive Compensation |
61 | |||||
PART 5 AUDIT COMMITTEE
MATTERS |
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PROPOSAL NO. 3: Ratification of Appointment of Independent Registered Public Accounting Firm |
62 | |||||
Independent Accountant Billings |
62 | |||||
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services |
62 | |||||
Report of the Audit Committee |
63 | |||||
PART 6 OTHER MATTERS |
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Other Business |
64 | |||||
Shared Address Shareholders |
64 | |||||
2014 Annual Meeting of Shareholders |
64 | |||||
Annual Report and Financial Statements |
64 | |||||
APPENDIX A Compensation Survey Data Companies |
A-1 |
Note About Forward-Looking Statements: Statements in this proxy statement that relate to future plans, objectives, expectations, performance, events, and the like, including statements regarding future financial and operational performance (whether associated with compensation arrangements or otherwise), may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Forward-looking statements may be identified by words including, but not limited to, anticipates, believes, intends, estimates, expects, targets should, and similar expressions. Shareholders are cautioned that any such forward-looking statements are subject to risks and uncertainties. Actual results may differ materially from those projected in the forward-looking statements. We assume no obligation to update any such forward-looking statement, except as required by applicable law. Shareholders should review the risks and uncertainties listed in our most recent Annual Report on Form 10-K and other reports we file with the Securities and Exchange Commission, including the risks described therein, which contain factors that may cause results to differ materially from those contained in any forward-looking statement. |
Proposal Number |
Description of Proposal | Board Recommendation |
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---|---|---|---|---|---|---|---|---|---|---|
1 |
Elect to the Board of Directors the four nominees who are named in this proxy statement to serve until the 2014 annual meeting of shareholders, and until their successors are elected and qualified. |
FOR each director nominee |
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2 |
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2013. |
FOR |
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3 |
Approval of an advisory resolution to approve our executive
compensation. |
FOR |
Proposal Number |
Vote Requirement | Affect of Withholding, Abstentions and Broker Non-Votes |
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---|---|---|---|---|---|---|---|---|---|---|
1 |
Our directors are elected by a plurality of the votes cast by the shares entitled to vote in the election of directors. |
Not voted, though a withhold vote is relevant under our director resignation policy |
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2 |
The ratification of the appointment of Deloitte & Touche LLP is approved if the votes cast in favor exceed the votes cast against ratification. |
Abstentions are not voted; uninstructed shares are subject to a discretionary vote |
Proposal Number |
Vote Requirement | Affect of Withholding, Abstentions and Broker Non-Votes |
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---|---|---|---|---|---|---|---|---|---|---|
3 |
The advisory resolution on executive compensation is approved if the votes cast in favor exceed the votes cast against the resolution. |
Not voted |
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Adoption of a shareholder-approved amendment to our articles of incorporation to declassify our board of directors so that directors are subject to election annually; |
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Revisions to our Corporate Governance Guidelines to expressly prohibit our directors, officers, and certain key employees from pledging our securities as collateral in order to secure personal loans or other obligations; |
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An increase in the minimum stock ownership requirements for directors, from two times their base annual retainer fee to three times that fee; and |
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Adoption of a director resignation policy, which provides that if any director nominee in an uncontested election receives a greater number of votes withheld from his or her election than votes for such election, the nominee must offer his or her resignation to the Board of Directors. |
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All of our directors, other than Mr. Keen (our president and chief executive officer), are independent of the company and management; |
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Our directors meet in executive session, without management present, at each regular meeting of the Board of Directors; |
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All members of the audit, corporate governance and nominating, and compensation committees of the Board of Directors are independent directors; |
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Any compensation consultant retained by the compensation committee must be evaluated for independence from management; |
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The chairman of our Board of Directors is an independent director; |
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We have minimum stock ownership requirements for both our board members and our officers; |
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We prohibit the hedging of our securities by directors and officers; |
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We require our directors to attend company-approved continuing education programs; |
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Our Board of Directors and the audit, corporate governance and nominating, and compensation committees of the Board of Directors annually conduct a self-evaluation to assess adherence to our governing instruments and to identify opportunities to improve board performance; and |
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Our Board of Directors and the committees of the Board of Directors are responsible for overseeing the risk management processes designed and implemented by our management and confirming that the processes are adequate and functioning as designed. |
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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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the candidates 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 candidates 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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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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logging on to www.ethicspoint.com and following the instructions to file a report if the concern is of an ethical nature. |
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Our Board of Directors supported managements creation of a new position focused on environmental sustainability, to drive progress and facilitate expansion in that area; |
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Idaho Power extended its CO2 emission intensity reduction goal for an additional two years, to 2015; |
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In connection with its integrated resource planning process, Idaho Power conducted cost studies related to its jointly-owned coal-fired power plants, to determine whether plant upgrades that may be necessary to comply with environmental regulations will be prudently incurred investments, or whether it is economically preferable to replace that generation with other resources; |
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Idaho Power has conducted a comprehensive wind integration study, to better understand the impact of wind generation on its system and the methods and costs to integrate that power; |
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We developed a sustainability education program for our employees, to raise their awareness of the initiatives and to foster their participation; and |
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We continued to address river- and watershed-related environmental issues, advocating for the implementation of cost-effective, sustainable solutions to preserve the long-term health of the Snake River and the Eastern Snake River Plain Aquifer. |
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transactions available to all employees generally; |
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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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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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transactions between or among companies within the IDACORP family. |
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officer, director, or director nominee of IDACORP or any subsidiary; |
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person known to be a greater than 5% beneficial owner of IDACORP voting securities; |
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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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firm, corporation, or other entity in which any person named above is employed, is a partner or principal or in a similar position, or is a greater than 5% beneficial owner. |
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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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if the transaction is on terms comparable to those that could be obtained in an arms-length dealing with an unrelated third party. |
Name of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership1 |
Stock Options2 |
Percent of Class |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Non-Employee Directors |
||||||||||||||||||
C. Stephen Allred3 |
Common Stock |
7,536 | | * | ||||||||||||||
Richard J. Dahl |
Common Stock |
8,167 | | * | ||||||||||||||
Judith A. Johansen4 |
Common Stock |
7,716 | | * | ||||||||||||||
Dennis L. Johnson5 |
Common Stock |
| | * | ||||||||||||||
Christine King |
Common Stock |
9,761 | | * | ||||||||||||||
Gary G. Michael |
Common Stock |
18,132 | | * | ||||||||||||||
Jan B. Packwood |
Common Stock |
12,822 | | * | ||||||||||||||
Joan H. Smith6 |
Common Stock |
13,565 | 3,000 | * | ||||||||||||||
Robert A. Tinstman7 |
Common Stock |
21,338 | 5,250 | * | ||||||||||||||
Thomas J. Wilford |
Common Stock |
16,660 | 3,000 | * | ||||||||||||||
Named Executive Officers |
||||||||||||||||||
J. LaMont Keen8 |
Common Stock |
172,319 | | * | ||||||||||||||
Darrel T. Anderson |
Common Stock |
69,589 | | * | ||||||||||||||
Rex Blackburn |
Common Stock |
24,875 | | * | ||||||||||||||
Daniel B. Minor |
Common Stock |
52,885 | | * | ||||||||||||||
Lisa A. Grow |
Common Stock |
23,502 | | * | ||||||||||||||
All directors and executive officers as a group (24 persons)9 |
Common Stock |
615,351 | 11,250 | 1.20 | % |
* |
Less than 1%. |
1 |
Includes shares of common stock subject to forfeiture and restrictions on transfer granted pursuant to the IDACORP Restricted Stock Plan or the IDACORP 2000 Long-Term Incentive and Compensation Plan. Also includes shares of common stock that the beneficial owner has the right to acquire within 60 days upon exercise of stock options. Share numbers are rounded to the nearest whole share. |
2 |
Exercisable within 60 days of March 1, 2013 and included in the Amount and Nature of Beneficial Ownership column. |
3 |
Includes 7,436 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. |
4 |
Includes 7,716 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. |
5 |
Mr. Johnson was appointed to our Board of Directors on March 20, 2013, and held no shares of IDACORP common stock as of March 1, 2013. |
6 |
Includes 7,716 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. |
7 |
Includes 7,716 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. |
8 |
Mr. Keen maintains margin securities accounts at brokerage firms, which may from time to time include shares of IDACORP common stock. However, pursuant to our Corporate Governance Guidelines and our Insider Trading and Transactions in Company Securities Standard, Mr. Keen is prohibited from using the margin feature of the accounts so long as any IDACORP common stock is owned in the account. At March 1, 2013, Mr. Keen held 988 shares of common stock in these accounts. |
9 |
Includes 103,008 shares owned by six persons who are executive officers of Idaho Power but not of IDACORP, of which no shares are represented by options to purchase common stock. |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership |
Percent of Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
First Eagle Investment Management, LLC |
4,436,5191 | 8.84% | ||||||||
1345 Avenue of the Americas |
||||||||||
New York, NY 10105 |
||||||||||
BlackRock, Inc. |
3,737,6862 | 7.45% | ||||||||
40 East 52nd Street |
||||||||||
New York, NY 10022 |
||||||||||
The Vanguard Group, Inc. |
2,814,3303 | 5.61% | ||||||||
100 Vanguard Blvd. |
||||||||||
Malvern, PA 19355 |
1 |
Based on a Schedule 13G/A filed on February 11, 2013, by First Eagle Investment Management, LLC. First Eagle Investment Management, LLC reported sole voting power as to 4,336,142 shares and sole dispositive power with respect to 4,436,519 shares. The First Eagle Global Fund, a registered investment company for which First Eagle Investment Management, LLC acts as investment advisor, may be deemed to beneficially own 3,760,485 of such shares. |
2 |
Based on a Schedule 13G/A filed on February 8, 2013, by BlackRock, Inc. BlackRock, Inc. reported sole voting and dispositive power with respect to 3,737,686 shares as the parent holding company or control person of BlackRock Japan Co. Ltd.; BlackRock Advisors (UK) Limited; BlackRock Institutional Trust Company, N.A.; BlackRock Fund Advisors; BlackRock Asset Management Canada Limited; BlackRock Asset Management Australia Limited; BlackRock Advisors, LLC; BlackRock International Limited; and BlackRock Investment Management, LLC. |
3 |
Based on a Schedule 13G filed on February 13, 2013, by The Vanguard Group, Inc. The Vanguard Group, Inc. reported sole voting power as to 84,244 shares, sole dispositive power as to 2,739,286 shares, and shared dispositive power as to 75,044 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 75,044 shares as a result of its serving as the investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 9,200 shares as a result of its serving as investment manager of Australian investment offerings. |
JUDITH A. JOHANSEN Age: 54 Director Since: 2007 |
Committees: Corp. Gov. & Nominating Compensation |
Other Directorships (since): Cascade Bancorp (2006)ˆ Schnitzer Steel (2006)ˆ Idaho Power Company (2007)*ˆ Roseburg Forest Products (2011) Kaiser Permanente (2006) |
Additional Information |
President of Marylhurst University, Oregon, since July 2008
Former president and CEO from 2001 to 2006, and
executive vice president from 2000 to 2001, of PacifiCorp
Former CEO and Administrator from 1998 to 2000, and vice president from 1992
to 1996, of the Bonneville Power Administration
Former vice president, from 1996 to 1998, of Avista Energy |
Other Skills and Qualifications |
Ms.
Johansen brings a wealth of electric utility industry knowledge and experience to our Board of Directors. Based on her prior service as president and
CEO of PacifiCorp, as CEO and Administrator of the Bonneville Power Administration, and as vice president of Avista Energy, Ms. Johansen provides
valuable industry insight and guidance regarding our regulated utility business as well as financial reporting and risk management as it relates to
utility companies. She also brings to our Board of Directors her experience from service on the boards of two other unaffiliated public
companies. |
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J. LAMONT KEEN Age: 60 Director Since: 2004 |
Committees: Executive |
Other Directorships (since): Cascade Bancorp (2011)ˆ Idaho Power Company (2004)*ˆ Idaho Energy Resources Co. (2004)* |
Additional Information |
President and CEO of IDACORP since July 2006 and CEO of Idaho Power since January 2012
Former President and
CEO of Idaho Power Company from 2005 to 2011; executive vice president of IDACORP from 2002 to 2006; president and chief operating officer of Idaho
Power Company from 2002 to 2005; senior vice president administration and chief financial officer of IDACORP and Idaho Power Company from 1999
to 2002; senior vice president administration, chief financial officer and treasurer of IDACORP and Idaho Power Company in 1999; vice president,
chief financial officer and treasurer of Idaho Power Company from 1996 to 1999; vice president and chief financial officer of Idaho Power Company from
1991 to 1996; controller of Idaho Power Company from 1988 to 1991 |
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Other Skills and Qualifications |
As our
CEO, with over 38 years of experience at Idaho Power Company, including over 24 years in a capacity as an officer, Mr. Keen has developed an expansive
understanding of our company, our state, and the electric utility industry. Mr. Keens detailed knowledge of our operations, finances, and
executive administration and his active industry involvement make him a key resource and contributor to our Board of Directors. Mr. Keen is the only
IDACORP executive officer serving on our Board of Directors. |
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ROBERT A. TINSTMAN Age: 66 Director Since: 1999 |
Committees: Compensation Executive |
Other Directorships (since): Home Federal Bancorp (1999)ˆ Primoris Services Corp. (2009) Idaho Power Company (1999)*ˆ |
Additional Information |
Former executive chairman of James Construction Group from 2002 to 2007
Former president and CEO from 1995 to
1999, and director from 1995 to 1999, of Morrison Knudsen Corporation
Former chairman of Contractorhub.com from 2000 to
2001
Former director of CNA Surety Corporation from 2004 to 2011 |
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Other Skills and Qualifications |
Mr.
Tinstman brings extensive operational and executive experience in the construction industry to our Board of Directors. The electric utility business is
capital intensive, involving heavy construction work for generation, transmission, and distribution projects. Mr. Tinstmans construction industry
knowledge and expertise provide a valuable contribution to the Board of Directors oversight function at a time when Idaho Power Company has
embarked on major generation and transmission line construction projects. Mr. Tinstmans experience from serving on the compensation committees of
other public company boards also provides the company with an experienced compensation committee chairman, a position he has held at IDACORP for almost
nine years. |
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DENNIS L. JOHNSON Age: 58 Director Since: 2013 |
Committees: None |
Other Directorships (since): United Heritage Mutual Holding Co. (2001) United Heritage Financial Group (2001) United Heritage Life Insurance Co. (1998) Sublimity Insurance Company (2003) Idaho Power Company (2013)*ˆ |
Additional Information |
President and CEO of United Heritage Mutual Holding Company since 2001, and United Heritage Financial Group and United
Heritage Life Insurance Company since 1999
Former president and CEO of United Heritage Financial Services, a broker-dealer, from 1994 to
1998
Former general counsel of United Heritage Mutual Holding Company and certain of its affiliates since 1983
Former
director of the Public Employee Retirement System of Idaho (1995-2005) and Idaho Banking Company (1996-2003) |
|||||||||||||
Other Skills and Qualifications |
Mr.
Johnson, who was appointed to our Board of Directors in March 2013, brings financial, risk management, and legal experience to our Board of Directors.
Mr. Johnson acquired his extensive experience through his positions at the insurance companies at which he is the President and CEO, and from his
former position as the companies general counsel. He also brings to the Board of Directors his knowledge of economics and finance and experience
with employee benefits and auditing matters. Mr. Johnsons long-standing ties to Idaho also provide an important connection to Idaho Power
Companys service territory and allow him to offer insight into local, state, and regional issues where Idaho Power Company conducts
business. |
RICHARD J. DAHL Age: 61 Director Since: 2008 |
Committees: Audit Executive |
Other Directorships (since): International Rectifier Corp. (2008)ˆ DineEquity, Inc. (2004)ˆ Idaho Power Company (2008)*ˆ |
Additional Information |
Chairman of the board, president and CEO of James Campbell Company LLC, a privately held real estate investment and
development company, since July 2010
Former president and chief operating officer of Dole Food Company, Inc. from 2004 to 2007, senior
vice president and chief financial officer from 2002 to 2004, and a director from 2003 to 2007
Former director, president, and chief
operating officer of Bank of Hawaii Corp. from 1994 to 2002
Former director of Pacific Health Research Institute, a not-for-profit
biomedical research organization, from 1990 to 2010 |
|||||||||||||
Other Skills and Qualifications |
Mr.
Dahls 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 corporations, as well as with the Ernst & Young accounting firm. His service on other
public company boards, including as chairman of the board of International Rectifiers and as lead director and an audit committee member of
DineEquitys board, enable him to provide valuable experience to our Board of Directors and audit committee, of which he is the
chairman. |
|||||||||||||
JOAN H. SMITH Age: 70 Director Since: 2004 |
Committees: Audit Corp. Gov. & Nominating |
Other Directorships (since): Idaho Power Company (2004)*ˆ |
Additional Information |
Self-employed consultant, consulting on regulatory strategy and telecommunications, since 2003
Former senior
fellow at the University of Marylands Center for International Development and Conflict Management from 2004 to 2009
Former Oregon
Public Utility Commissioner from 1990 to 2003
Former affiliate director with Wilk & Associates/ LECG LLP, a public consulting
organization, from 2003 to 2008 |
|||||||||||||
Other Skills and Qualifications |
Ms.
Smiths experience in the state regulatory setting, particularly in her role as former Oregon Public Utility Commissioner, provides a key
component to our Board of Directors knowledge base. Appropriate rate recovery at the state level is critical to Idaho Power Companys and
our success, and Ms. Smith provides a high level of knowledge and expertise in this area. This knowledge and experience allows her to make valuable
contributions to the Board of Directors deliberations and decision making. |
|||||||||||||
THOMAS J. WILFORD Age: 70 Director Since: 2004 |
Committees: Audit |
Other Directorships (since): Idaho Power Company (2004)*ˆ |
Additional Information |
Former president and director of Alscott, Inc., involved in real estate development and other investments, from 1993 to
2012
Former CEO of J.A. and Kathryn Albertson Foundation, Inc., a family foundation committed and striving to be a catalyst for positive
educational change, from 2003 to 2012, and former president from 1995 to 2003
Former director of K12, Inc., an organization that
provides individualized, one-to-one learning solutions for students from kindergarten through high school, from 2002 to 2010 |
|||||||||||||
Other Skills and Qualifications |
Mr.
Wilfords extensive business, accounting, and investment background is valuable to our Board of Directors and audit committee. As a Certified
Public Accountant and a former partner with Ernst & Young, Mr. Wilford also brings significant auditing, finance, and risk management experience to
our Board of Directors. His expertise continues to be critical to the Board of Directors ongoing oversight of financial reporting and risk
management. |
C. STEPHEN ALLRED Age: 71 Director Since: 2009 Retirement: 2014 |
Committees: Audit |
Other Directorships (since): Idaho Power Company (2009)*ˆ Longenecker & Associates (2009) |
Additional Information |
Managing member, Allred Consulting LLC, a provider of consulting services for management, environmental, waste management,
and real estate issues, since 2004
Former Assistant Secretary, Land and Minerals Management for the U.S. Department of the Interior from
2006 to 2009
Former Director of the Idaho Department of Environmental Quality from 2000 to 2004 |
Other Skills and Qualifications |
Mr.
Allred, through his former positions as Assistant Secretary, Land and Minerals Management for the U.S. Department of the Interior and as Director of
the Idaho Department of Environmental Quality and Director of the Idaho Department of Water Resources, as well as his role at Allred Consulting and
Longenecker & Associates, brings perspective and experience to the Board of Directors in several key areas of Idaho Power Companys business,
including engineering, environmental quality, and water resources. Mr. Allreds experience in these areas provides a critical skill set for our
Board of Directors oversight of Idaho Power Companys operations (including water management and environmental resource issues) and
strategic planning. |
|||||||||||||
CHRISTINE KING Age: 63 Director Since: 2006 |
Committees: Compensation |
Other Directorships (since): Idaho Power Company (2006)*ˆ |
Additional Information |
Former president and CEO and director of Standard Microsystems Corporation from 2008 to 2012
Former CEO and
director of AMI Semiconductor from 2001 to 2008
Former director of Open Silicon, Inc. from 2008 to 2012
Former director
of Atheros Communications, Inc., a developer of semiconductor system solutions for wireless and other network communications products, from 2008 to
2011
Former director of ON Semiconductor, a supplier of silicon solutions for green electronics, from March 2008 to October
2008
Former director of Analog Devices, a manufacturer of analog and digital signal processing circuits, from 2001 to
2008 |
|||||||||||||
Other Skills and Qualifications |
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 former CEO of Standard Microsystems Corporation and former CEO of AMI Semiconductor, as well as her prior service on
the boards of other public companies, provides important perspectives for our Board of Directors deliberations. |
|||||||||||||
JAN B. PACKWOOD Age: 69 Director Since: 1998 |
Committees: None |
Other Directorships (since): Westmoreland Coal Co. (2011)ˆ Idaho Power Company (1997)*ˆ IDACORP Financial Services (1997)* Ida-West Energy Company (1999)* |
Additional Information |
Former president and CEO of IDACORP from 1999 to 2006; CEO of Idaho Power Company from 2002 to 2005; president and CEO of
Idaho Power Company from 1999 to 2002; president and chief operating officer of Idaho Power Company from 1997 to 1999; executive vice president from
1996 to 1997, and vice president bulk power from 1989 to 1996, of Idaho Power Company
Former director of the BSU Foundation from
2002 to 2011 |
|||||||||||||
Other Skills and Qualifications |
As the
former president and CEO of IDACORP and Idaho Power Company, Mr. Packwood brings to the Board of Directors vast knowledge of the companies, including
an understanding of the risks they face. His engineering and operations background complement the backgrounds of our other board members. Mr.
Packwoods operational experience is especially important as Idaho Power Company proceeds with major transmission expansion plans in the current
and coming years. |
GARY G. MICHAEL Age: 72 Director Since: 2001 |
Committees: Corp. Gov. & Nominating Executive |
Other Directorships (since): The Clorox Company (2001)ˆ Questar Corporation (1994)ˆ Questar Pipeline (1994)ˆ Idaho Power Company (2001)*ˆ |
Additional Information |
Former chairman of the board of directors and CEO, 1991 to 2001, of Albertsons, Inc.
Former director on
the Advisory Board of Graham Packaging Company from 2002 to 2011
Director of OfficeMax Incorporated from 2004 to
2008
Director of Harrahs Entertainment, Inc. from 2001 to 2008 |
|||||||||||||
Other Skills and Qualifications |
Mr.
Michael has brought to our Board of Directors a wealth of public company leadership experience at the board and executive levels. His 10 years of
service as Chairman and CEO of Albertsons, Inc. and his service on multiple public company boards of directors has provided an invaluable source
of knowledge and experience for our Board of Directors. Mr. Michaels long-standing ties to Idaho have also provided an important connection to
Idaho Power Companys service territory and gave him a firm grasp of the local, state, and regional issues where our utility operations are
conducted. |
Name | Audit Committee |
Compensation Committee |
Corp. Gov. & Nomin. Committee |
Executive Committee |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
C. Stephen Allred1 |
n |
|||||||||||||||||
Richard J. Dahl1 |
n2 |
n |
||||||||||||||||
Judith A. Johansen1 |
n |
n |
||||||||||||||||
J. LaMont Keen |
n2 |
|||||||||||||||||
Christine King1 |
n |
|||||||||||||||||
Gary G. Michael1,3 |
n2,3 |
n3 |
||||||||||||||||
Jan B. Packwood1 |
||||||||||||||||||
Dennis L. Johnson1 |
||||||||||||||||||
Joan H. Smith1 |
n |
n |
||||||||||||||||
Robert A. Tinstman1 |
n2 |
n |
n |
|||||||||||||||
Thomas J. Wilford1 |
n |
1 |
Independent according to New York Stock Exchange listing standards and our Corporate Governance Guidelines |
2 |
Committee chairperson |
3 |
Will retire from the Board of Directors effective immediately prior to the Annual Meeting |
|
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; the performance of our internal audit department; and our major financial risk exposures; |
|
monitors compliance under the code of business conduct for our officers and employees and the code of business conduct and ethics for our directors, and is responsible for considering and granting any waivers for directors and executive officers from the codes, and informs the general counsel immediately of any violation or waiver; and |
|
prepares the audit committee report required to be included in the proxy statement for our annual meeting of shareholders. |
|
review and approve corporate goals and objectives relevant to our CEOs compensation; |
|
evaluate our CEOs 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 CEOs 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; |
|
produce the compensation committee report as required by the Securities and Exchange Commission to 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) |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
C. Stephen Allred |
69,000 | 59,991 | | | | | 128,991 | |||||||||||||||||||||||
Richard J. Dahl |
83,000 | 59,991 | | | | | 142,991 | |||||||||||||||||||||||
Judith A. Johansen |
67,500 | 59,991 | | | | | 127,491 | |||||||||||||||||||||||
J. LaMont Keen3 |
| 3 | | 3 | | 3 | | 3 | | 3 | | 3 | | 3 | ||||||||||||||||
Christine King |
63,000 | 59,991 | | | | | 122,991 | |||||||||||||||||||||||
Gary G. Michael |
143,500 | 59,991 | | | 19,130 | 4 | | 222,621 | ||||||||||||||||||||||
Jan B. Packwood |
75,300 | 59,991 | | | | | 135,291 | |||||||||||||||||||||||
Richard G. Reiten5 |
23,250 | 59,991 | | | 10,407 | 4 | | 93,648 | ||||||||||||||||||||||
Joan H. Smith |
75,000 | 59,991 | | | | | 134,991 | |||||||||||||||||||||||
Robert A. Tinstman |
77,500 | 59,991 | | | 46,326 | 6 | | 183,817 | ||||||||||||||||||||||
Thomas J. Wilford |
69,000 | 59,991 | | | 11,576 | 4 | | 140,567 |
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. 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 is based on the closing price of IDACORP common stock on February 29, 2012, which was $40.48. |
2 |
No options were awarded to directors in 2012. The following table represents options outstanding at December 31, 2012 for each non-employee director: |
Name |
Options Outstanding |
Name |
Options Outstanding |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
C. Stephen Allred |
0 |
Jan B. Packwood |
0 | ||||||||||||
Richard J. Dahl |
0 |
Richard G. Reiten |
0 | ||||||||||||
Judith A. Johansen |
0 |
Joan H. Smith |
3,000 | ||||||||||||
J. LaMont Keen |
0 |
Robert A. Tinstman |
5,250 | ||||||||||||
Christine King |
0 |
Thomas J. Wilford |
3,000 | ||||||||||||
Gary G. Michael |
0 |
3 |
Mr. Keen is also our CEO, and thus does not receive fees or awards for his service as a member of our Board of Directors. Mr. Keens compensation as our CEO is discussed in Part 4 Executive Compensation in this proxy statement. |
4 |
Represents above-market interest on deferred fees. |
5 |
Retired from the Board of Directors effective as of May 17, 2012. |
6 |
Represents $29,238 in above-market interest accrued on deferred fees and $17,088 relating to the change in present value of Mr. Tinstmans retirement benefit payments under the Idaho Power Company Security Plan for Directors, which was terminated on April 1, 2002. |
Form of Fee | Amount | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Base Retainer |
$ | 45,000 | ||||||||||||
Additional Retainers: |
||||||||||||||
Chairman of the board |
85,000 | |||||||||||||
Chairman of audit committee |
12,500 | |||||||||||||
Chairman of compensation committee |
10,000 | |||||||||||||
Chairman of corporate governance committee |
6,000 | |||||||||||||
Meeting Fees:1 |
||||||||||||||
Board meeting |
1,500 | |||||||||||||
Committee meeting |
1,500 | |||||||||||||
Shareholder meeting |
1,500 | |||||||||||||
Annual Stock Awards |
60,000 | |||||||||||||
Subsidiary Board Fees: |
||||||||||||||
IDACORP Financial Services:2 |
||||||||||||||
Monthly retainer |
750 | |||||||||||||
Meeting fees |
600 | |||||||||||||
Ida-West Energy:3 |
||||||||||||||
Monthly retainer |
750 | |||||||||||||
Meeting fees |
600 |
1 |
The chairman of the board does not receive fees for attendance at full board or shareholder meetings. |
2 |
Mr. Packwood serves on the IDACORP Financial Services board. |
3 |
Mr. Packwood serves on the Ida-West Energy board. |
|
J. LaMont Keen, president and CEO of IDACORP and CEO of Idaho Power; |
|
Darrel T. Anderson, executive vice president administrative services and chief financial officer (CFO) of IDACORP and president and CFO of Idaho Power; |
|
Daniel B. Minor, executive vice president of IDACORP and executive vice president and chief operating officer of Idaho Power; |
|
Rex Blackburn, senior vice president and general counsel of IDACORP and Idaho Power; and |
|
Lisa A. Grow, senior vice president power supply of Idaho Power. |
|
our 2012 earnings per diluted share were $3.37, compared to $3.36 per diluted share in 2011; |
|
in furtherance of the previously adopted dividend policy, our Board of Directors voted to increase the quarterly dividend from $0.30 per share to $0.38 per share; |
|
Idaho Power placed its Langley Gulch natural gas-fired power plant into service in June 2012, ahead of schedule and within budget, and received orders from regulators authorizing increases in Idaho and Oregon base rates for recovery of Idaho Powers investment in the power plant and associated costs; |
|
Idaho Power extended for two years its voluntary CO2 emission intensity reduction goal, through 2015; |
|
Idaho Power ranked in the top quartile of the 126 largest utilities in the country for customer satisfaction in the J.D. Power and Associates 2012 Electric Utility Residential Customer Satisfaction Survey, and was recognized for Highest Customer Satisfaction with Business Electric Service in the Western U.S. among Midsize Utilities in a Tie in the J.D. Power and Associates 2012 Electric Utility Business Customer Satisfaction Study of more than 90 utility brands across the U.S.; and |
|
Idaho Power ranked among the 40 Best Energy Companies by Public Utilities Fortnightly. |
Short-term Incentive (One Year) |
Long-term Incentive (Three Year) |
|||||
|
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; and |
|
balance total compensation with our ability to pay. |
|
stock ownership and retention requirements for our officers and directors; |
|
an independent compensation committee, and retention by the compensation committee of an independent compensation consultant; |
|
maintaining the separation of the roles of chairman of our Board of Directors and CEO, and strong board committee chairs; |
|
prohibitions on insider trading and on hedging and pledging of our common stock by our officers; |
|
an annual review of compensation-related risks, and mitigating risk by capping the maximum payout of incentive compensation; |
|
limiting the availability and use of executive perquisites; and |
|
considering the results of the annual say-on-pay advisory vote. |
Base Salary |
Base salary consists of fixed cash payments. We pay base salaries in order to provide our executive officers with sufficient
regularly paid income and to secure officers with the knowledge, skills, and abilities necessary to successfully execute their job duties and
responsibilities. Base salary is not based on or adjusted pursuant to pre-determined numeric enterprise performance goals, but rather is based on or
adjusted pursuant to a series of factors related to the officers position, experience, and individual and company
performance. |
|||||
Short-Term Incentive Compensation |
Short-term incentive compensation under our Executive Incentive Plan is based on annual performance goals and is intended to
encourage and reward short-term financial and operational performance results. We provide executive officers 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. |
Long-Term Incentive Compensation |
Long-term incentive compensation is intended to encourage and reward long-term performance and promote retention and is based on
performance goals achievable over a period of years. 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 develop and retain a strong management team
through share ownership, to recognize future performance, and to maximize shareholder value by aligning executive interests with shareholder
interests. |
|||||
Health and Welfare Benefits |
We make available general employee benefits for medical, dental, and vision insurance, an employee stock purchase plan (a 401(k)
plan), and disability coverage to all management employees, including our NEOs. Our NEOs are also eligible to participate in an executive physical
program, which provides executive management employees access to a comprehensive physical exam. |
|||||
Post-Termination Benefits |
We offer two tax-qualified retirement plans, including the 401(k) plan, to provide retirement savings opportunities. Both of these
plans are available to most employees. Our NEOs are also entitled to benefits under our Senior Management Security Plans. We believe the retirement
benefits we provide encourage our executive officers to make long-term commitments to our company and serve as an important retention tool because
benefits under our retirement benefit plans (including our defined benefit pension plan) increase with an employees period of service and
earnings and, with respect to the pension plan and Senior Management Security Plans, are not portable. We also have change in control severance
agreements with each of our NEOs. We believe the change in control severance agreements promote retention during periods of uncertainty. Details and
specific amounts and calculations of retirement benefits and change in control arrangements for our NEOs are set forth below under
Post-Termination Compensation Programs and in the compensation tables provided later in this proxy statement. |
|||||
Other Benefits |
Other benefits include an Executive Deferred Compensation Plan and limited perquisites. We believe these other benefits, though
limited, are important in recruiting and retaining executive talent. |
|
Conduct a general review of the components of executive compensation and industry practices and consider potential changes; |
|
Analyze peer groups and market data to assess competitiveness of compensation and consider potential changes; |
|
Review total compensation structure, internal pay equity analysis, and the allocation of various forms of compensation; and |
|
Review organizational results and individual executive officer performance, responsibility, and experience to determine compensation levels and opportunities for each executive officer. |
|
Towers Watsons 2011 annual private nationwide survey of corporate executive compensation; and |
|
2011 public proxy statement compensation data from designated peer group companies. |
Annual Revenues Less Than $1 Billion | Annual Revenues Between $1 Billion and $3 Billion |
|||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Survey1 |
Companies Participating (#) |
Average Revenues ($) |
Publicly Traded Companies (#) |
Companies Participating (#) |
Average Revenues ($) |
Publicly Traded Companies (#) |
||||||||||||||||||||
General Industry Executive Compensation Database |
38 |
$699 million |
32 |
105 |
$2.0 billion |
82 |
||||||||||||||||||||
Energy Services Industry Executive Compensation Database |
25 |
$513 million |
7 |
36 |
$1.9 billion |
25 |
1 |
The information in the table is based solely on information provided by the publishers of the surveys and is not deemed filed or a part of this Compensation Discussion and Analysis for certification purposes. |
Avista Corp. |
Empire District Electric Co. |
NV Energy Inc. |
||||||||
Cleco Corp. |
Great Plains Energy Inc. |
UniSource Energy Corp. |
||||||||
DPL Inc. |
PNM Resources Inc. |
Westar Energy Inc. |
||||||||
El Paso Electric Co. |
Portland General Electric Co. |
Avista Corp. |
Nautilus Inc. |
Portland General Electric Co. |
||||||||
Coldwater Creek Inc. |
Northwest Natural Gas Co. |
Questar Corp. |
||||||||
Columbia Sportswear Co. |
Nu Skin Enterprises Inc. |
Schnitzer Steel Industries Inc. |
||||||||
Micron Technology Inc. |
Plum Creek Timber Co. Inc. |
Sky West Inc. |
Officer Comparison | Internal Pay Ratio 2012 Target Direct Compensation |
|||||
---|---|---|---|---|---|---|
Chief executive officer to executive and senior vice presidents |
2.81x |
|||||
Chief executive officer to senior managers (grade S-3 compensation) |
9.55x |
|
our executive officers, including our NEOs, are in positions to drive, and therefore bear high levels of responsibility for, our corporate performance; |
|
incentive compensation is at risk and dependent upon our performance; and |
|
making a significant amount of our executive officers (including our NEOs) target compensation contingent upon results that are beneficial to shareholders helps ensure focus on the goals that are aligned with our overall strategy. |
Strategic Capability | Leadership | Performance | |||||
---|---|---|---|---|---|---|---|
Vision builds and articulates a shared vision
|
Character committed to personal and business values and serves as a trusted example |
Financial financial performance meets or exceeds plan and is competitive relative to industry
peers |
|||||
Strategy develops a sound, long-term strategy |
Temperament emotionally stable and mature in the use of power |
Relationships builds and maintains relationships with key stakeholders |
|||||
Implementation ensures successful implementation; makes timely adjustments when external conditions change |
Insight understands own strengths and weaknesses and is sensitive to the needs of others |
Leadership dynamic, decisive, strong confidence in self and others; demonstrates personal sacrifice, determination, and
courage |
|||||
Courage handles adversity and makes the tough calls when necessary |
Operational establishes performance standards and clearly defines expectations |
||||||
Charisma paints an exciting picture of change; sets the pace of change and orchestrates it well |
Succession develops and enables a talented team |
||||||
Compliance establishes strong auditing and internal controls and fosters a culture of ethical behavior |
financial strength |
customer satisfaction |
|||||||||
operational excellence |
safe, engaged, and effective employees |
establishing strategic direction |
operational decision making |
driving for results |
||||||||
building organizational talent |
business acumen |
developing strategic relationships |
||||||||
customer orientation |
leadership |
Mr. Keen |
The Board of Directors and compensation committee provided positive reviews of Mr. Keens performance in 2011. The Board of
Directors and compensation committee found that Mr. Keen provided continued strong leadership during a weak economic climate in Idaho Powers
service territory. Mr. Keens evaluation also reflected as positive factors his contributions to establishing a purposeful regulatory strategy
that resulted in a number of important orders from the Idaho and Oregon public utility commissions, and his efforts to further our capital projects.
The Board of Directors also acknowledged his 38 years of service to the company and the value of his broad experience to the enterprise as a whole and
to our existing executive leadership. |
|||||
Mr. Anderson |
In November 2011, Mr. Anderson was promoted to president and CFO of Idaho Power, from his previous position as executive vice
president of administrative services and CFO. As a result of his promotion at Idaho Power, his duties and responsibilities were expanded. Mr. Anderson
also accomplished several key initiatives during 2011, including setting long-term strategy, enhancing investor relations, contributions to tax
projects and regulatory initiatives, effective oversight of capital budgets, and involvement in enhancements to safety
programs. |
|||||
Mr. Minor |
In November 2011, Mr. Minor was promoted to the role of executive vice president and chief operating officer of Idaho Power, from his
previous position as executive vice president operations of Idaho Power. Mr. Minors accomplishments during 2011 included his contributions
to further construction of Idaho Powers Langley Gulch power plant, which was ultimately completed in mid-2012 within budget and ahead of
schedule, negotiation with third parties and permitting of Idaho Powers 500-kV transmission line projects, successful oversight of Idaho
Powers effort to develop a load-serving organization structure, and continued integration of operating units. |
|||||
Mr. Blackburn |
When evaluating Mr. Blackburns 2012 compensation, the compensation committee noted several accomplishments during 2011,
including his oversight of effective legal services relating to hydroelectric relicensing, capital projects, litigation, and compliance, as well as
continued significant reductions in external legal fees and expenses and increases in client satisfaction. The compensation committee also acknowledged
his contributions to a number of significant regulatory proceedings and settlements, including general rate cases. |
Ms. Grow |
In connection with determining Ms. Grows 2012 compensation, the compensation committee noted that she had led to completion
during 2011 a number of important initiatives in the power supply area. She also made positive contributions to the evaluation of Idaho Powers
Shoshone Falls hydroelectric generation expansion project, Idaho Powers 2011 Integrated Resource Plan and a wind integration study, and the
development of new operational metrics for the power supply area. She also continued to act as an effective spokesperson for Idaho
Power. |
Executive | 2012 Base Salary ($) |
% Increase from 2011 Year-End Base Salary1 (%) |
2012 Market Median Base Salary2 ($) |
Base Salary as a % of Market Median (%) |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Keen |
$ | 675,000 | 6.3 | % | $ | 627,000 | 108 | % | |||||||||
Mr. Anderson |
420,000 | 9.7 | % | 505,000 | 83 | % | |||||||||||
Mr. Minor |
385,000 | 6.9 | % | 394,000 | 98 | % | |||||||||||
Mr. Blackburn |
300,000 | 11.1 | % | 302,000 | 99 | % | |||||||||||
Ms. Grow |
260,000 | 8.3 | % | 238,000 | 109 | % |
1 |
Represents the increase relative to the amount of annual base salary in effect as of year-end 2011. |
2 |
In determining the market median base salaries, the compensation committee used the energy industry comparison group as the market benchmark for Ms. Grow and the blended comparison group (weighted 80 percent for energy companies) as the market benchmark for our other NEOs. |
|
Mr. Keens 2012 base salary as a percent of market median was 108 percent, an increase from 102 percent of the market median in 2011. His 2012 base salary was, however, within the targeted range of 85 percent to 115 percent of market median for his position. |
|
Mr. Andersons November 2011 promotion resulted in a change to the comparable position at peer companies, resulting in a significant increase in the market median base salary from $383,000 in 2011 (for his prior position) to $505,000 in 2012. As a result of his new duties and responsibilities, the significant change in the market median, as well as his performance during 2011, Mr. Andersons 2012 base salary was increased by 9.7 percent from his 2011 base salary. As a result of the significant increase in the market median for his position, without a corresponding proportionate increase in Mr. Andersons base salary, Mr. Andersons 2012 base salary was below the targeted range of 85 percent to 115 percent of market median, reflecting his short tenure in his new position. |
|
Mr. Minors base salary for 2012 was 98 percent of the market median for his position, an increase from 95 percent of market median in 2011, reflective of his positive performance, additional tenure, and November 2011 promotion and associated new responsibilities. |
|
Mr. Blackburns 2012 base salary increased 11 percent compared to his 2011 base salary, bringing his 2012 base salary to 99 percent of the market median, as a result of his positive performance in 2011 and due to the compensation committees desire to align his base salary more closely with the market median, particularly considering the breadth of his responsibility over our legal, risk management, and regulatory functions. |
|
Ms. Grows 2012 base salary increased 8 percent over 2011, placing her base salary at 109 percent of the market median, within our target range, reflective of her positive 2011 performance and substantial project oversight responsibilities. |
|
Customer Satisfaction The customer satisfaction goal focuses on our relationship with and service to our customers. We measure customer satisfaction by quarterly surveys conducted by an independent survey firm. The customer relationship index details our performance through the eyes of the customer and was based on a rolling four-quarter average for the period beginning January 1, 2012 through December 31, 2012. The survey data covered five specific performance qualities: overall satisfaction, quality, value, advocacy, and loyalty. |
|
Network Reliability The network reliability goal is also intended to focus executive officers on our relationships with customers. We measure this goal by the number of interruptions greater than five minutes in duration experienced by our small and large general service customers. The goal also includes a hurdle of no more than 10 percent of small and large general service customers being subjected to more than six interruptions during the 2012 calendar year. If this hurdle is not met, we will not make a payout for this goal. |
|
Consolidated Net Income Our compensation committee believes that the IDACORP 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. |
Performance Goal | Performance Levels | Qualifying Multiplier |
2012 Actual Results |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Customer Satisfaction Customer Relations Index Score |
Threshold: |
81.5 | % | 7.5 | % | |||||||||||
Target: |
82.5 | % | 15.0 | % | 82.9% |
|||||||||||
Maximum: |
84.0 | % | 30.0 | % |
Performance Goal | Performance Levels | Qualifying Multiplier |
2012 Actual Results |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Network Reliability Number of Outage Incidents |
Threshold: |
<2.0 | 7.5 | % | ||||||||||||
Target: |
<1.7 | 15.0 | % | 1.5% |
||||||||||||
Maximum: |
<1.4 | 30.0 | % | |||||||||||||
IDACORP 2012 Consolidated Net Income (in millions) |
Threshold: |
$145 | 35.0 | % | ||||||||||||
Target: |
$150 | 70.0 | % | $168.8 |
||||||||||||
Maximum: |
$160 | 140.0 | % |
|
For Mr. Anderson, the compensation committee noted an undesired disconnect between his 2011 target award as a percentage of base salary and the 2012 market median for his position, and increased his target award by 15 percentage points. A portion of this was attributable to his promotion and resulting increased responsibility and the corresponding change to the comparison group of officers used for benchmarking purposes. |
|
The target award for each of Mr. Minor and Mr. Blackburn was increased by five percentage points, which was intended to align their target award more closely with the 2012 market median for their positions and reflect their positive performance during 2011, and to incent continued positive performance. |
|
Ms. Grows target award was also increased by five percentage points and was above the 2012 market median for her position in recognition of the expansiveness of her responsibilities, her significant contributions to the organization during 2011, and the magnitude of the operational initiatives she was tasked with overseeing during 2012. |
Executive | 2012 Base Salary ($) |
Threshold1 | Target1 | Maximum1 | 2012 Market Median (at Target) (% of Base Salary)2 |
2012 Award Earned (% of Base Salary) |
2012 Award Earned |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Keen |
$675,000 |
40% $270,000 |
80% $540,000 |
160% $1,080,000 |
80% | 147 | % | $ | 992,790 | |||||||||||||||||
Mr. Anderson |
$420,000 |
32.5% $136,500 |
65% $273,000 |
130% $546,000 |
68% | 120 | % | $ | 501,911 | |||||||||||||||||
Mr. Minor |
$385,000 |
27.5% $105,875 |
55% $211,750 |
110% $423,500 |
54% | 101 | % | $ | 389,302 | |||||||||||||||||
Mr. Blackburn |
$300,000 |
22.5% $67,500 |
45% $135,000 |
90% $270,000 |
47% | 83 | % | $ | 248,198 | |||||||||||||||||
Ms. Grow |
$260,000 |
22.5% $58,500 |
45% $117,000 |
90% $234,000 |
40% | 83 | % | $ | 215,105 |
1 |
The percentage shown represents the percent of base salary to be awarded, assuming achievement of the relevant performance level. |
2 |
Represents the market median short-term incentive opportunity, as a percentage of base salary, at the target performance level. |
|
time-vesting restricted stock, with a vesting date of January 1, 2015, representing one-third of the awards; and |
|
performance-based shares with a three-year performance period of 2012-2014, representing two-thirds of the awards. |
The CEPS performance levels for the 2012-2014 performance period are as follows: |
The TSR performance levels for the 2012-2014 performance period are as follows: |
|||||||||||||||||
Threshold: |
$9.00 |
Threshold: |
35th percentile |
|||||||||||||||
Target: |
$9.50 |
Target: |
55th percentile |
|||||||||||||||
Maximum: |
$10.00 |
Maximum: |
75th percentile |
Executive | Time-Vesting Restricted Stock (Percent of Base Salary) (%) |
Performance-Based Shares (CEPS and TSR) (Percent of Base Salary) (%) |
Total Long-Term Incentive Award (Percent of Base Salary) (%) |
Total Long-Term Incentive Award (Dollar Value Based on 2012 Base Salary) ($) |
2012 Market Median (at Target)1 ($ and Percent of Base Salary) |
||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Keen |
45% |
Threshold: |
45.0 | % | Threshold: |
90.0 | % | Threshold: |
$ | 607,500 | $984,390 |
||||||||||||||||||||||
Target: |
90.0 | % | Target: |
135.0 | % | Target: |
$ | 911,250 | 157% |
||||||||||||||||||||||||
Maximum: |
135.0 | % | Maximum: |
180.0 | % | Maximum: |
$ | 1,215,000 | |||||||||||||||||||||||||
Mr. Anderson |
36.7% |
Threshold: |
36.7 | % | Threshold: |
73.3 | % | Threshold: |
$ | 308,000 | $646,400 |
||||||||||||||||||||||
Target: |
73.3 | % | Target: |
110.0 | % | Target: |
$ | 462,000 | 128% |
||||||||||||||||||||||||
Maximum: |
110.0 | % | Maximum: |
146.7 | % | Maximum: |
$ | 616,000 | |||||||||||||||||||||||||
Mr. Minor |
33.3% |
Threshold: |
33.3 | % | Threshold: |
66.7 | % | Threshold: |
$ | 256,667 | $453,100 |
||||||||||||||||||||||
Target: |
66.7 | % | Target: |
100.0 | % | Target: |
$ | 385,000 | 115% |
||||||||||||||||||||||||
Maximum: |
100.0 | % | Maximum: |
133.3 | % | Maximum: |
$ | 513,333 | |||||||||||||||||||||||||
Mr. Blackburn |
23.3% |
Threshold: |
23.3 | % | Threshold: |
46.7 | % | Threshold: |
$ | 140,000 | $265,760 |
||||||||||||||||||||||
Target: |
46.7 | % | Target: |
70.0 | % | Target: |
$ | 210,000 | 88% |
||||||||||||||||||||||||
Maximum: |
70.0 | % | Maximum: |
93.3 | % | Maximum: |
$ | 280,000 | |||||||||||||||||||||||||
Ms. Grow |
23.3% |
Threshold: |
23.3 | % | Threshold: |
46.7 | % | Threshold: |
$ | 121,333 | $130,900 |
||||||||||||||||||||||
Target: |
46.7 | % | Target: |
70.0 | % | Target: |
$ | 182,000 | 55% |
||||||||||||||||||||||||
Maximum: |
70.0 | % | Maximum: |
93.3 | % | Maximum: |
$ | 242,667 |
1 |
Represents the market median payout for long-term incentive compensation at target-level performance based on market data from the market compensation analysis. |
Executive | Awards Granted on February 24, 2009 (#) |
Shares Issued on February 24, 2012 (#) |
Dividend Equivalents ($) |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Mr. Keen |
21,193 | 24,726 | $ | 97,173 | ||||||
Mr. Anderson |
8,007 | 9,342 | 36,714 | |||||||
Mr. Minor |
5,312 | 6,198 | 24,358 | |||||||
Mr. Blackburn |
3,938 | 4,595 | 18,058 | |||||||
Ms. Grow |
2,119 | 2,473 | 9,719 |
Executive | Awards Granted on February 26, 2010 (#) |
Shares Issued on February 22, 2013 (#) |
Dividend Equivalents ($) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Keen |
16,894 | 18,162 | $ | 75,372 | ||||||||||
Mr. Anderson |
6,630 | 7,128 | 29,581 | |||||||||||
Mr. Minor |
6,176 | 6,640 | 27,556 | |||||||||||
Mr. Blackburn |
3,462 | 3,723 | 15,450 | |||||||||||
Ms. Grow |
3,108 | 3,342 | 13,869 |
|
president and chief executive officer 3x annual base salary; |
|
executive and senior vice presidents 2x annual base salary; and |
|
vice presidents 1x annual base salary. |
THE COMPENSATION COMMITTEE |
||||||||||
Robert A. Tinstman, Chairman Judith A. Johansen Christine King |
|
the vast majority of IDACORPs 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 balanced and diverse compensation structure designed to link an appropriate portion of compensation to the companys long-term performance, while at the same time capping the maximum incentive payouts and providing a base salary, to prevent undue emphasis on incentive compensation; |
|
we benchmark compensation to be consistent with industry practice; |
|
incentive compensation is based on performance metrics that are consistent with our long-term goals; |
|
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) |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
J. LaMont Keen President and CEO, IDACORP; CEO, Idaho Power |
2012 |
673,462 |
|
852,069 |
|
992,790 |
2,278,066 |
10,254 |
4,806,641 |
|||||||||||||||||||||
2011 |
634,423 |
|
714,827 |
|
942,340 |
2,162,667 |
10,054 |
4,464,311 |
||||||||||||||||||||||
2010 |
619,231 |
|
693,921 |
|
759,822 |
1,609,836 |
10,052 |
3,692,862 |
||||||||||||||||||||||
Darrel T. Anderson EVP Admin. Services and CFO, IDACORP; President and CFO, Idaho Power |
2012 |
418,577 |
|
432,002 |
|
501,911 |
1,071,782 |
10,572 |
2,434,844 |
|||||||||||||||||||||
2011 |
382,308 |
|
287,436 |
|
355,233 |
801,294 |
10,373 |
1,836,644 |
||||||||||||||||||||||
2010 |
364,038 |
|
272,360 |
|
279,572 |
572,694 |
10,368 |
1,499,032 |
||||||||||||||||||||||
Daniel B. Minor EVP, IDACORP and EVP and COO, Idaho Power |
2012 |
384,039 |
|
360,000 |
|
389,302 |
967,055 |
10,660 |
2,111,056 |
|||||||||||||||||||||
2011 |
359,231 |
|
270,173 |
|
333,900 |
726,883 |
10,461 |
1,700,648 |
||||||||||||||||||||||
2010 |
340,000 |
|
253,712 |
|
260,423 |
513,230 |
10,455 |
1,377,820 |
||||||||||||||||||||||
Rex Blackburn SVP and General Counsel, IDACORP and Idaho Power |
2012 |
298,846 |
|
196,372 |
|
248,198 |
357,877 |
10,000 |
1,111,293 |
|||||||||||||||||||||
2011 |
269,038 |
|
157,595 |
|
200,340 |
352,835 |
9,800 |
989,608 |
||||||||||||||||||||||
2010 |
243,846 |
|
142,202 |
|
150,126 |
256,700 |
9,800 |
802,674 |
||||||||||||||||||||||
Lisa A. Grow SVP Power Supply, Idaho Power |
2012 |
259,231 |
|
170,192 |
|
215,105 |
505,004 |
11,320 |
1,160,852 |
|||||||||||||||||||||
2011 |
239,231 |
|
140,124 |
|
178,080 |
382,923 |
11,112 |
951,470 |
||||||||||||||||||||||
2010 |
220,000 |
|
127,694 |
|
134,807 |
248,426 |
11,111 |
742,038 |
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 shares for the entire three-year performance cycle is included in the amounts shown for 2012 (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 restricted stock and performance-based share awards is contained in Note 7 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012, on file with the U.S. Securities and Exchange Commission. |
Name |
CEPS | |||||
---|---|---|---|---|---|---|
J. LaMont Keen |
$ | 455,100 | ||||
Darrel T. Anderson |
$ | 230,748 | ||||
Daniel B. Minor |
$ | 192,249 | ||||
Rex Blackburn |
$ | 104,858 | ||||
Lisa A. Grow |
$ | 90,897 |
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 5.4% for 2010, 4.9% for 2011, and 4.2% for 2012; the RP-2000 Annuitant Mortality Table projected to 2018 for 2010; the RP-2000 Annuitant Mortality Table with Scale AA Generational Projection for 2011 and 2012; and retirement at age 62. There were no above-market earnings on deferred compensation in 2012. |
3 |
For 2012, includes our contribution to the Idaho Power Company Employee Savings Plan, which is our 401(k) plan, and a charitable match contribution for Mr. Keen, Mr. Anderson, Mr. Minor, and Ms. Grow. |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name (a) |
Grant Date (b) |
Threshold ($) (c) |
Target ($) (d) |
Maximum ($) (e) |
Threshold (#) (f) |
Target (#) (g) |
Maximum (#) (h) |
All Other Stock Awards: Number of Shares of Stock or Units (#) (i) |
Grant Date Fair Value of Stock and Option Awards ($) (l) |
||||||||||||||||||||||||||||||
J. LaMont Keen |
|||||||||||||||||||||||||||||||||||||||
Short-Term Incentive |
2/24/20121 |
270,000 |
540,000 |
1,080,000 |
|||||||||||||||||||||||||||||||||||
Restricted Stock Time |
2/24/20122 |
7,399 |
303,729 |
||||||||||||||||||||||||||||||||||||
Restricted Stock Perf. |
2/24/20123 |
7,400 |
14,800 |
22,200 |
548,340 |
||||||||||||||||||||||||||||||||||
Darrel T. Anderson |
|||||||||||||||||||||||||||||||||||||||
Short-Term Incentive |
2/24/20121 |
136,500 |
273,000 |
546,000 |
|||||||||||||||||||||||||||||||||||
Restricted Stock Time |
2/24/20122 |
3,751 |
153,979 |
||||||||||||||||||||||||||||||||||||
Restricted Stock Perf. |
2/24/20123 |
3,752 |
7,504 |
11,256 |
278,023 |
||||||||||||||||||||||||||||||||||
Daniel B. Minor |
|||||||||||||||||||||||||||||||||||||||
Short-Term Incentive |
2/24/20121 |
105,875 |
211,750 |
423,500 |
|||||||||||||||||||||||||||||||||||
Restricted Stock Time |
2/24/20122 |
3,127 |
128,363 |
||||||||||||||||||||||||||||||||||||
Restricted Stock Perf. |
2/24/20123 |
3,126 |
6,252 |
9,378 |
231,637 |
||||||||||||||||||||||||||||||||||
Rex Blackburn |
|||||||||||||||||||||||||||||||||||||||
Short-Term Incentive |
2/24/20121 |
67,500 |
135,000 |
270,000 |
|||||||||||||||||||||||||||||||||||
Restricted Stock Time |
2/24/20122 |
1,706 |
70,031 |
||||||||||||||||||||||||||||||||||||
Restricted Stock Perf. |
2/24/20123 |
1,705 |
3,410 |
5,115 |
126,341 |
||||||||||||||||||||||||||||||||||
Lisa A. Grow |
|||||||||||||||||||||||||||||||||||||||
Short-Term Incentive |
2/24/20121 |
58,500 |
117,000 |
234,000 |
|||||||||||||||||||||||||||||||||||
Restricted Stock Time |
2/24/20122 |
1,478 |
60,672 |
||||||||||||||||||||||||||||||||||||
Restricted Stock Perf. |
2/24/20123 |
1,478 |
2,956 |
4,434 |
109,520 |
1 |
Represents short-term incentive cash compensation for 2012 awarded pursuant to the IDACORP Executive Incentive Plan. Actual short-term incentive payouts during 2012 are shown in the Non-Equity Incentive Plan Compensation column of the 2012 Summary Compensation Table. |
2 |
Represents time-vesting restricted stock awarded pursuant to the IDACORP 2000 Long-Term Incentive and Compensation Plan. |
3 |
Represents performance-based shares for the 2012-2014 performance period awarded pursuant to the IDACORP 2000 Long-Term Incentive and Compensation Plan. |
|
Time-vesting shares: Each NEO received an award of time-vesting restricted shares equal to a percentage of his or her base salary in 2012. These shares vest in January 2015 if the NEO remains continuously employed with the company during the entire restricted period. Dividends are paid on the shares during the restricted period and are not subject to forfeiture; and |
|
Performance-based shares: Each NEO received an award of performance-based shares at the target level equal to a percentage of his or her base salary in 2012. The shares will vest at the end of the 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. Dividends will accrue during the performance period and will be paid in cash based on the number of shares that are |
earned. Performance-based shares are 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 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
J. LaMont Keen |
$673,462 |
|
$4,806,641 |
14.0% |
||||||||
Darrel T. Anderson |
$418,577 |
|
$2,434,844 |
17.2% |
||||||||
Daniel B. Minor |
$384,039 |
|
$2,111,056 |
18.2% |
||||||||
Rex Blackburn |
$298,846 |
|
$1,111,293 |
26.9% |
||||||||
Lisa A. Grow |
$259,231 |
|
$1,160,852 |
22.3% |
Option Awards | Stock Awards | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name (a) |
Number of Securities Underlying Unexercised Options Exercisable (#) (b) |
Number of Securities Underlying Unexercised Options Unexercisable (#) (c) |
Option Exercise Price ($) (e) |
Option Expiration Date (f) |
Number of Shares or Units of Stock That Have Not Vested (#) (g)1 |
Market Value of Shares or Units of Stock That Have Not Vested ($) (h)3 |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)2 |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)3 |
||||||||||||||||
J. LaMont Keen |
||||||||||||||||||||||||
Restricted Stock Time-Vesting |
23,423 |
1,015,387 |
||||||||||||||||||||||
Restricted Stock Performance |
40,319 |
1,747,829 |
||||||||||||||||||||||
Darrel T. Anderson |
||||||||||||||||||||||||
Restricted Stock Time-Vesting |
10,114 |
438,442 |
||||||||||||||||||||||
Restricted Stock Performance |
16,744 |
725,852 |
||||||||||||||||||||||
Daniel B. Minor |
||||||||||||||||||||||||
Restricted Stock Time-Vesting |
9,080 |
393,618 |
||||||||||||||||||||||
Restricted Stock Performance |
15,254 |
661,261 |
||||||||||||||||||||||
Rex Blackburn |
||||||||||||||||||||||||
Restricted Stock Time-Vesting |
5,107 |
221,388 |
||||||||||||||||||||||
Restricted Stock Performance |
8,569 |
371,466 |
||||||||||||||||||||||
Lisa Grow |
||||||||||||||||||||||||
Restricted Stock Time-Vesting |
4,519 |
195,899 |
||||||||||||||||||||||
Restricted Stock Performance |
7,625 |
330,544 |
1 |
The number of shares of restricted stock underlying the awards of time-vesting restricted stock and the applicable vesting dates are as follows: |
NEO | Award | Shares of Restricted Stock |
Vesting Date | ||||||
---|---|---|---|---|---|---|---|---|---|
J. LaMont Keen |
2010 | 8,447 | 1/01/2013 | ||||||
2011 | 7,577 | 1/01/2014 | |||||||
2012 | 7,399 | 1/02/2015 | |||||||
Darrel T. Anderson |
2010 | 3,316 | 1/01/2013 | ||||||
2011 | 3,047 | 1/01/2014 | |||||||
2012 | 3,751 | 1/02/2015 | |||||||
Daniel B. Minor |
2010 | 3,089 | 1/01/2013 | ||||||
2011 | 2,864 | 1/01/2014 | |||||||
2012 | 3,127 | 1/02/2015 | |||||||
Rex Blackburn |
2010 | 1,731 | 1/01/2013 | ||||||
2011 | 1,670 | 1/01/2014 | |||||||
2012 | 1,706 | 1/02/2015 | |||||||
Lisa Grow |
2010 | 1,555 | 1/01/2013 | ||||||
2011 | 1,486 | 1/01/2014 | |||||||
2012 | 1,478 | 1/02/2015 |
2 |
The number of shares underlying the performance-based grants and the applicable performance periods are as follows: |
NEO | Award | Shares | End of Performance Period |
||||||
---|---|---|---|---|---|---|---|---|---|
J. LaMont Keen |
2010 | 25,341 | 12/31/2012 | ||||||
2011 | 7,578 | 12/31/2013 | |||||||
2012 | 7,400 | 12/31/2014 | |||||||
Darrel T. Anderson |
2010 | 9,945 | 12/31/2012 | ||||||
2011 | 3,047 | 12/31/2013 | |||||||
2012 | 3,752 | 12/31/2014 | |||||||
Daniel B. Minor |
2010 | 9,264 | 12/31/2012 | ||||||
2011 | 2,864 | 12/31/2013 | |||||||
2012 | 3,126 | 12/31/2014 | |||||||
Rex Blackburn |
2010 | 5,193 | 12/31/2012 | ||||||
2011 | 1,671 | 12/31/2013 | |||||||
2012 | 1,705 | 12/31/2014 | |||||||
Lisa Grow |
2010 | 4,662 | 12/31/2012 | ||||||
2011 | 1,485 | 12/31/2013 | |||||||
2012 | 1,478 | 12/31/2014 |
3 |
Shares that have not vested are valued at $43.35 per share, the closing price of IDACORP common stock on December 31, 2012. |
Option Awards | Stock Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Name (a) |
Number of Shares Acquired on Exercise (#) (b) |
Value Realized on Exercise ($) (c) |
Number of Shares Acquired on Vesting (#) (d) |
Value Realized on Vesting ($) (e)1 |
||||||||
J. LaMont Keen |
|
|
35,323 |
1,457,957 |
||||||||
Darrel T. Anderson |
|
|
13,345 |
550,815 |
||||||||
Daniel B. Minor |
|
|
8,854 |
365,449 |
||||||||
Rex Blackburn |
|
|
6,564 |
270,929 |
||||||||
Lisa A. Grow |
|
|
3,533 |
145,825 |
1 |
Based on the closing price of IDACORP common stock on the vesting date. |
Name (a) |
Plan Name (b) |
Number of Years of Credited Service (#) (c) |
Present Value of Accumulated Benefit ($) (d)3 |
Payments During Last Fiscal Year ($) (e) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
J. LaMont Keen |
Retirement Plan |
39 |
1,846,554 | |
||||||||
Security Plan I1 |
22 |
1,687,789 | |
|||||||||
Security Plan II2 |
8 |
8,173,807 | |
|||||||||
Darrel T. Anderson |
Retirement Plan |
16 |
608,347 | |
||||||||
Security Plan I1 |
9 |
199,912 | |
|||||||||
Security Plan II2 |
8 |
3,527,114 | |
|||||||||
Daniel B. Minor |
Retirement Plan |
27 |
1,049,655 | |
||||||||
Security Plan I1 |
6 |
| |
|||||||||
Security Plan II2 |
8 |
2,744,974 | |
|||||||||
Rex Blackburn |
Retirement Plan |
5 |
161,315 | |
||||||||
Security Plan I1 |
0 |
|
|
|||||||||
Security Plan II2 |
5 |
1,034,892 |
|
|||||||||
Lisa A. Grow |
Retirement Plan |
25 |
726,962 | |
||||||||
Security Plan I1 |
3 |
| |
|||||||||
Security Plan II2 |
8 |
848,036 | |
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, 2012, calculated using the Securities and Exchange Commission-mandated assumptions and a discount rate of 4.2% for 2012, a salary growth rate of 0%, the RP-2000 Annuitant Mortality Table with Scale AA Generational Projection, and retirement at age 62. |
|
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% |
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) |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
J. LaMont Keen |
| | | | | |||||||||||||||||
Darrel T. Anderson |
| | 906 | | 11,045 | |||||||||||||||||
Daniel B. Minor |
| | | | | |||||||||||||||||
Rex Blackburn |
| | | | | |||||||||||||||||
Lisa A. Grow |
| | | | |
|
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 years 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; or |
|
the combined annual benefit accrual rate in our defined benefit plans, unless such reduction is effective for all executive officers; |
|
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 ($) (b) |
Not for Cause 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 |
1,687,500 | 1 | 1,125,000 | 2 | |||||||||||||||||||||||||||
Short-Term Incentive Plan |
1,350,000 | 1 | 900,000 | 2 | |||||||||||||||||||||||||||
Long-Term Incentive Plan Time-Vesting |
673,052 | 3,4 | | 5 | | 5 | 673,052 | 3 | 1,015,387 | 6 | 1,015,387 | 6 | 1,015,387 | 6 | |||||||||||||||||
Long-Term Incentive Plan Performance Vesting |
1,480,625 | 4,7 | | 5 | | 5 | 1,480,625 | 7 | 2,153,865 | 6 | 2,153,865 | 6 | 2,153,865 | 6 | |||||||||||||||||
Benefits and Perquisites: |
|||||||||||||||||||||||||||||||
Security Plan I |
| 8 | | 8 | | 8 | 1,579,980 | 9 | | 8,10 | | 8,10 | |||||||||||||||||||
Security Plan II |
261,735 | 8 | 261,735 | 8 | 261,735 | 8 | 7,623,354 | 9 | 261,735 | 8,10 | 261,735 | 8,10 | |||||||||||||||||||
Welfare Benefits |
52,675 | 11 | 39,496 | 12 | |||||||||||||||||||||||||||
Outplacement Services |
12,000 | 13 | |||||||||||||||||||||||||||||
280G Tax Gross-up |
| 14 | | 15 | |||||||||||||||||||||||||||
Total: |
2,415,412 | 261,735 | 261,735 | 11,357,011 | 3,169,252 | 6,533,162 | 5,495,483 |
1 |
Mr. Keens 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. Keens change in control agreement provides for the payment of two-thirds of his severance payment. |
3 |
Mr. Keen would receive full vesting of his 2010 time-vesting restricted stock award and pro rata vesting of his 2011 (64.7%) and 2012 (29.4%) time-vesting restricted stock. The dollar amount is determined by multiplying the number of shares by $43.35. |
4 |
As of the assumed voluntary termination date of December 31, 2012, Mr. Keen was over the age of 55. To illustrate potential termination-related benefits, we have assumed Mr. Keens voluntary termination would constitute retirement with approval of the compensation committee for purposes of his time-vesting restricted stock and performance-based share 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. Keens time-vesting restricted stock and performance-based share awards. |
6 |
Mr. Keen would receive full vesting of his time-vesting restricted stock awards and payout of the performance-based shares at target. The dollar amounts are determined by multiplying the number of shares by $43.35 and include the cash payment of dividend equivalents, as applicable. |
7 |
Mr. Keen would receive full vesting of his 2010 award assuming the performance goals are met at the target level and pro rata vesting of his 2011 (66.7%) and 2012 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $43.35 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. Keens actual age and termination as of December 31, 2012, relative to the amount shown for Security Plan I and Security Plan II in the Pension Benefits for 2012 table. We used a discount rate of 4.2% and the RP-2000 Annuitant Mortality Table with Scale AA Generational Projection. Payments would begin in January 2013 under Security Plan I and July 2013 under Security Plan II. |
9 |
In the event of death, the values shown represent the present value of the Security Plan I and Security Plan II death benefits. During a period of disability, a participant will continue to accrue years of participation under Security Plan II, and compensation will be credited to a participant who is receiving disability benefits at the full-time equivalent rate of pay that was being earned immediately prior to the participants becoming disabled. |
10 |
Mr. Keens benefits under Security Plan I and Security Plan II would not be enhanced due to a termination within a change in control period. However, Mr. Keen would be entitled to benefits under these plans upon a termination as of December 31, 2012. |
11 |
Mr. Keens 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. Keens 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. Keens change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period. |
14 |
The not for cause or constructive discharge termination did not result in a parachute payment that would cause excise tax, and thus no 280G tax gross-up would be provided. |
15 |
The 13th-month trigger did not result in a parachute payment that would cause excise tax, and thus no 280G tax gross-up would be provided. |
Change in Control | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Executive Benefits and Payments Upon Termination or Change in Control (a) |
Voluntary Termination ($) (b) |
Not for Cause 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 |
1,050,000 | 1 | 189,959 | 2 | |||||||||||||||||||||||||||
Short-Term Incentive Plan |
682,500 | 1 | 455,000 | 2 | |||||||||||||||||||||||||||
Long-Term Incentive Plan Time-Vesting |
| 3 | | 4 | | 4 | 277,050 | 5 | 438,442 | 6 | 438,442 | 6 | 438,442 | 6 | |||||||||||||||||
Long-Term Incentive Plan Performance Vesting |
| 3 | | 4 | | 4 | 610,824 | 7 | 927,821 | 6 | 927,821 | 6 | 927,821 | 6 | |||||||||||||||||
Benefits and Perquisites: |
|||||||||||||||||||||||||||||||
Security Plan I |
| 8 | | 8 | | 8 | 177,207 | 9 | | 10 | | 10 | |||||||||||||||||||
Security Plan II |
| 8 | | 8 | | 8 | 4,969,674 | 9 | 183,099 | 11 | 183,099 | 11 | |||||||||||||||||||
Welfare Benefits |
38,150 | 12 | 28,584 | 13 | |||||||||||||||||||||||||||
Outplacement Services |
12,000 | 14 | |||||||||||||||||||||||||||||
280G Tax Gross-up |
1,894,156 | 15 | | 2 | |||||||||||||||||||||||||||
Total: |
| | | 6,034,755 | 1,366,263 | 5,226,168 | 2,222,905 |
1 |
Mr. Andersons 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. Andersons change in control agreement provides for the payment of two-thirds of his severance payment. Base salary was reduced by $510,041 to avoid excise tax. |
3 |
As of the assumed voluntary termination date of December 31, 2012, Mr. Anderson was not over the age of 55. Thus, we have assumed Mr. Andersons voluntary termination would not constitute retirement with approval of the compensation committee for purposes of his time-vesting restricted stock and performance-based share 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. Andersons time-vesting restricted stock and performance-based share awards. |
5 |
Mr. Anderson would receive full vesting of his 2010 time-vesting restricted stock award and pro rata vesting of his 2011 (64.7%) and 2012 (29.4%) time-vesting restricted stock. The dollar amount is determined by multiplying the prorated number of shares by $43.35. |
6 |
Mr. Anderson would receive full vesting of his time-vesting restricted stock awards and payout of the performance-based shares at target. The dollar amounts are determined by multiplying the number of shares by $43.35 and include the cash payment of dividend equivalents, as applicable. |
7 |
Mr. Anderson would receive full vesting of his 2010 award assuming the performance goals are met at the target level and pro rata vesting of his 2011 (66.7%) and 2012 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $43.35 and includes the cash payment of dividend equivalents. |
8 |
Mr. Anderson would not receive a payout greater than the amounts shown for Security Plan I and Security Plan II in the Pension Benefits for 2012 table, and thus the table reflects no enhanced value upon the applicable events. We used a discount rate of 4.2% and the RP-2000 Annuitant Mortality Table with Scale AA Generational Projection, and assumed Mr. Anderson was 55 as of December 31, 2012. |
9 |
In the event of death, the values shown represent the present value of the Security Plan I and Security Plan II death benefits. During a period of disability, a participant will continue to accrue years of participation under Security Plan II, and compensation will be credited to a participant who is receiving disability benefits at the full-time equivalent rate of pay that was being earned immediately prior to the participants becoming disabled. |
10 |
Mr. Andersons benefits under Security Plan I and Security Plan II would not be enhanced due to a termination within a change in control period. However, Mr. Anderson would be entitled to benefits under these plans upon a termination as of December 31, 2012. Mr. Anderson would not receive a payout greater than the amounts shown for Security Plan I in the Pension Benefits for 2012 table, and thus the table reflects no enhanced value upon the applicable events. |
11 |
Under Security Plan II, if employment is terminated within a change in control period prior to the executive officers normal retirement, the benefit is calculated using age 55 or the officers 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 2012 table) were determined as described in footnote 8, except it was assumed Mr. Anderson was 55 as of December 31, 2012. |
12 |
Mr. Andersons 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. |
13 |
The 13th-month trigger provision in Mr. Andersons 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. |
14 |
Mr. Andersons change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period. |
15 |
The value shown assumes an incremental overall tax rate of 47.006% increased by the Internal Revenue Code Section 4999 excise tax of 20%. |
Change in Control | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Executive Benefits and Payments Upon Termination or Change in Control (a) |
Voluntary Termination ($) (b) |
Not for Cause 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 |
849,554 | 1 | 641,667 | 2 | |||||||||||||||||||||||||||
Short-Term Incentive Plan |
529,375 | 1 | 352,917 | 2 | |||||||||||||||||||||||||||
Long-Term Incentive Plan Time-Vesting |
254,118 | 3,4 | | 5 | | 5 | 254,118 | 3 | 393,618 | 6 | 393,618 | 6 | 393,618 | 6 | |||||||||||||||||
Long-Term Incentive Plan Performance Vesting |
559,577 | 4,7 | | 5 | | 5 | 559,577 | 7 | 833,632 | 6 | 833,632 | 6 | 833,632 | 6 | |||||||||||||||||
Benefits and Perquisites: |
|||||||||||||||||||||||||||||||
Security Plan I |
|||||||||||||||||||||||||||||||
Security Plan II |
125,267 | 8 | 125,267 | 8 | 125,267 | 8 | 3,422,993 | 9 | 125,267 | 10 | 125,267 | 10 | |||||||||||||||||||
Welfare Benefits |
31,568 | 11 | 23,673 | 12 | |||||||||||||||||||||||||||
Outplacement Services |
12,000 | 13 | |||||||||||||||||||||||||||||
280G Tax Gross-up |
| 1 | | 14 | |||||||||||||||||||||||||||
Total: |
938,962 | 125,267 | 125,267 | 4,236,688 | 1,227,250 | 2,775,014 | 2,370,774 |
1 |
Mr. Minors change in control agreement provides for a lump sum cash severance payment of 2.5 times his base salary and short-term incentive plan target amount. Base salary was reduced by $112,946 to avoid excise tax. |
2 |
The 13th-month trigger provision in Mr. Minors change in control agreement provides for the payment of two-thirds of his severance payment. |
3 |
Mr. Minor would receive full vesting of his 2010 time-vesting restricted stock award and pro rata vesting of his 2011 (64.7%) and 2012 (29.4%) time-vesting restricted stock. The dollar amount is determined by multiplying the number of shares by $43.35. |
4 |
As of the assumed voluntary termination date of December 31, 2012, Mr. Minor was over the age of 55. To illustrate potential termination-related benefits, we have assumed Mr. Minors voluntary termination would constitute retirement with approval of the compensation committee for purposes of his time-vesting restricted stock and performance-based share 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. Minors time-vesting restricted stock and performance-based share awards. |
6 |
Mr. Minor would receive full vesting of his time-vesting restricted stock awards and payout of the performance-based shares at target. The dollar amounts are determined by multiplying the number of shares by $43.35 and include the cash payment of dividend equivalents, as applicable. |
7 |
Mr. Minor would receive full vesting of his 2010 award assuming the performance goals are met at the target level and pro rata vesting of his 2011 (66.7%) and 2012 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $43.35 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. Minors actual age and termination as of December 31, 2012, relative to the amount shown for Security Plan II in the Pension Benefits for 2012 table. We used a discount rate of 4.2% and the RP-2000 Annuitant Mortality Table with Scale AA Generational Projection. Payments would begin in July 2013 under Security Plan II. |
9 |
In the event of death, the values shown represent the present value of the Security Plan II death benefits. During a period of disability, a participant will continue to accrue years of participation under Security Plan II, and compensation will be credited to a participant who is receiving disability benefits at the full-time equivalent rate of pay that was being earned immediately prior to the participants becoming disabled. |
10 |
Under Security Plan II, if employment is terminated within a change in control period prior to the executive officers normal retirement, the benefit is calculated using age 55 or the officers 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 2012 table) were determined as described in footnote 8. |
11 |
Mr. Minors 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. Minors 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. Minors change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period. |
14 |
The 13th-month trigger did not result in a parachute payment that would cause excise tax, and thus no 280G tax gross-up would be provided. |
Change in Control | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Executive Benefits and Payments Upon Termination or Change in Control (a) |
Voluntary Termination ($) (b) |
Not for Cause 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 |
750,000 | 1 | 423,818 | 2 | |||||||||||||||||||||||||||
Short-Term Incentive Plan |
337,500 | 1 | 225,000 | 2 | |||||||||||||||||||||||||||
Long-Term Incentive Plan Time-Vesting |
143,662 | 3,4 | | 5 | | 5 | 143,662 | 3 | 221,388 | 6 | 221,388 | 6 | 221,388 | 6 | |||||||||||||||||
Long-Term Incentive Plan Performance Vesting |
316,286 | 4,7 | | 5 | | 5 | 316,286 | 7 | 469,089 | 6 | 469,0896 | 469,089 | 6 | ||||||||||||||||||
Benefits and Perquisites: |
|||||||||||||||||||||||||||||||
Security Plan I |
|||||||||||||||||||||||||||||||
Security Plan II |
227,103 | 8 | 227,103 | 8 | 227,103 | 8 | 1,809,716 | 9 | 227,103 | 10 | 227,103 | 10 | |||||||||||||||||||
Welfare Benefits |
47,033 | 11 | 35,100 | 12 | |||||||||||||||||||||||||||
Outplacement Services |
12,000 | 13 | |||||||||||||||||||||||||||||
280G Tax Gross-up |
758,203 | 14 | | 2 | |||||||||||||||||||||||||||
Total: |
687,051 | 227,103 | 227,103 | 2,269,664 | 690,477 | 2,822,316 | 1,601,498 |
1 |
Mr. Blackburns 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. Blackburns change in control agreement provides for the payment of two-thirds of his severance payment. Base salary was reduced by $76,182 to avoid excise tax. |
3 |
Mr. Blackburn would receive full vesting of his 2010 time-vesting restricted stock award and pro rata vesting of his 2011 (64.7%) and 2012 (29.4%) time-vesting restricted stock. The dollar amount is determined by multiplying the number of shares by $43.35. |
4 |
As of the assumed voluntary termination date of December 31, 2012, Mr. Blackburn was over the age of 55. To illustrate potential termination-related benefits, we have assumed Mr. Blackburns voluntary termination would constitute retirement with approval of the compensation committee for purposes of his time-vesting restricted stock and performance-based share 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. Blackburns time-vesting restricted stock and performance-based share awards. |
6 |
Mr. Blackburn would receive full vesting of his time-vesting restricted stock awards and payout of the performance-based shares at target. The dollar amounts are determined by multiplying the number of shares by $43.35 and include the cash payment of dividend equivalents, as applicable. |
7 |
Mr. Blackburn would receive full vesting of his 2010 award assuming the performance goals are met at the target level and pro rata vesting of his 2011 (66.7%) and 2012 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $43.35 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. Blackburns actual age and termination as of December 31, 2012, relative to the amount shown for Security Plan II in the Pension Benefits for 2012 table. We used a discount rate of 4.2% and the RP-2000 Annuitant Mortality Table with Scale AA Generational Projection. Payments would begin in July 2013 under Security Plan II. |
9 |
In the event of death, the values shown represent the present value of the Security Plan II death benefits. During a period of disability, a participant will continue to accrue years of participation under Security Plan II, and compensation will be credited to a participant who is receiving disability benefits at the full-time equivalent rate of pay that was being earned immediately prior to the participants becoming disabled. |
10 |
Under Security Plan II, if employment is terminated within a change in control period prior to the executive officers normal retirement, the benefit is calculated using age 55 or the officers 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 2012 table) were determined as described in footnote 8. |
11 |
Mr. Blackburns 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. Blackburns 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. Blackburns change in control agreement provides for outplacement services commencing within 12 months of a change in control up to a maximum of $12,000 for a 12-month period. |
14 |
The value shown assumes an incremental overall tax rate of 47.006% increased by the Internal Revenue Code Section 4999 excise tax of 20%. |
Change in Control | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Executive Benefits and Payments Upon Termination or Change in Control (a) |
Voluntary Termination ($) (b) |
Not for Cause 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 |
650,000 | 1 | 433,333 | 2 | |||||||||||||||||||||||||||
Short-Term Incentive Plan |
292,500 | 1 | 195,000 | 2 | |||||||||||||||||||||||||||
Long-Term Incentive Plan Time-Vesting |
| 3 | | 4 | | 4 | 127,969 | 5 | 195,899 | 6 | 195,899 | 6 | 195,899 | 6 | |||||||||||||||||
Long-Term Incentive Plan Performance Vesting |
| 3 | | 4 | | 4 | 281,420 | 7 | 415,024 | 6 | 415,024 | 6 | 415,024 | 6 | |||||||||||||||||
Benefits and Perquisites: |
|||||||||||||||||||||||||||||||
Security Plan I |
|||||||||||||||||||||||||||||||
Security Plan II |
| 8 | | 8 | | 8 | 1,663,160 | 9 | 22,331 | 10 | 22,331 | 10 | |||||||||||||||||||
Welfare Benefits |
18,668 | 11 | 14,031 | 12 | |||||||||||||||||||||||||||
Outplacement Services |
12,000 | 13 | |||||||||||||||||||||||||||||
280G Tax Gross-up |
1,139,823 | 14 | 939,302 | 14 | |||||||||||||||||||||||||||
Total: |
| | | 2,072,549 | 610,923 | 2,746,245 | 2,214,920 |
1 |
Ms. Grows 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. Grows change in control agreement provides for the payment of two-thirds of her severance payment. |
3 |
As of the assumed voluntary termination date of December 31, 2012, Ms. Grow was not over the age of 55. Thus, we have assumed Ms. Grows voluntary termination would not constitute retirement with approval of the compensation committee for purposes of her time-vesting restricted stock and performance-based share 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. Grows time-vesting restricted stock and performance-based share awards. |
5 |
Ms. Grow would receive full vesting of her 2010 time-vesting restricted stock award and pro rata vesting of her 2011 (64.7%) and 2012 (29.4%) time-vesting restricted stock. The dollar amount is determined by multiplying the prorated number of shares by $43.35. |
6 |
Ms. Grow would receive full vesting of her time-vesting restricted stock awards and payout of the performance-based shares at target. The dollar amounts are determined by multiplying the number of shares by $43.35 and include the cash payment of dividend equivalents, as applicable. |
7 |
Ms. Grow would receive full vesting of her 2010 award assuming the performance goals are met at the target level and pro rata vesting of her 2011 (66.7%) and 2012 (33.3%) awards assuming the performance goals are met at the target level. The amount shown assumes a share price of $43.35 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 2012 table, and thus the table reflects no enhanced value upon the applicable events. We used a discount rate of 4.2% and the RP-2000 Annuitant Mortality Table with Scale AA Generational Projection, and assumed Ms. Grow was 55 as of December 31, 2012. |
9 |
In the event of death, the value shown represents the present value of the Security Plan II death benefits. During a period of disability, a participant will continue to accrue years of participation under Security Plan II, and compensation will be credited to a participant who is receiving disability benefits at the full-time equivalent rate of pay that was being earned immediately prior to the participants becoming disabled. |
10 |
Under Security Plan II, if employment is terminated within a change in control period prior to the executive officers normal retirement, the benefit is calculated using age 55 or the officers 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 2012 table. The values shown are based on a discount rate of 4.2% and the RP-2000 Annuitant Mortality Table with Scale AA Generational Projection, and assume Ms. Grow was 55 as of December 31, 2012. Payments would not commence until Ms. Grow reaches age 55. |
11 |
Ms. Grows 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. Grows 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. Grows 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 gross-up payment to Ms. Grow if 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. The amounts shown assume that Ms. Grow is provided such a tax gross-up, and assume an incremental overall tax rate of 47.006% increased by the Internal Revenue Code Section 4999 excise tax of 20%. |
Fees illed
|
2012
|
2011
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees |
$ | 1,263,189 | $ | 1,205,400 | ||||||
Audit-Related Fees1 |
95,300 | 93,300 | ||||||||
Tax Fees2 |
43,236 | 87,648 | ||||||||
All Other Fees3 |
2,200 | 2,200 | ||||||||
Total Fees |
$ | 1,403,925 | $ | 1,388,548 |
1 |
Includes fees for audits of our benefit plans, grant compliance audits, and agreed upon procedures at a subsidiary. |
2 |
Includes fees for planning, consulting, compliance, and preparation of tax forms for IDACORP and its subsidiaries, including Idaho Power Company employee benefit plans. |
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. |
THE AUDIT
COMMITTEE |
||||||||||
Richard J. Dahl, Chairman C. Stephen Allred Joan H. Smith Thomas J. Wilford |
Allete |
Midwest Independent Transmission System Operator |
|||||
ATC Management |
New York Independent System Operator |
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California Independent System Operator |
Nuscale Power |
|||||
CH Energy Group |
NW Natural |
|||||
Colorado Springs Utilities |
Omaha Public Power |
|||||
EDP Renewables North America LLC |
PJM Interconnection |
|||||
El Paso Electric |
Southwest Power Pool |
|||||
Energy Northwest |
STP Nuclear Operating |
|||||
ERCOT |
Trans Bay Cable |
|||||
Iberdrola Renewables |
UIL Holdings |
|||||
ISO New England |
Unitil |
|||||
LES |
Wolf Creek Nuclear |
|||||
MGE Energy |
Acciona |
McDermott |
|||||
AGL Resources |
New York Power Authority |
|||||
Areva |
Nicor |
|||||
Avista Corp. |
NorthWestern Energy |
|||||
Black Hills |
NSTAR |
|||||
Cleco |
Oglethorpe Power |
|||||
Covanta Holdings |
PNM Resources |
|||||
CPS Energy |
Portland General Electric |
|||||
Crosstex Energy |
Proliance Holdings |
|||||
DPL |
Regency Energy Partners LP |
|||||
Energen |
Salt River Project |
|||||
EQT Corporation |
Santee Cooper |
|||||
First Solar |
SemGroup |
|||||
GenOn Energy |
Southern Union Company |
|||||
Hawaiian Electric |
TransCanada |
|||||
IDACORP, Inc. |
UniSource Energy |
|||||
LG&E and KU Energy Services |
Vectren |
|||||
Lower Colorado River Authority |
Westar Energy |
Aerojet* |
Intrepid Potash |
|||||
Appleton Papers |
ION Geophysical |
|||||
Barnes Group |
Irvine Company |
|||||
Belo |
Matthews International |
|||||
Bemis |
MDC Holdings |
|||||
Bush Brothers |
Media General |
|||||
Calgon Carbon |
Medicines Company |
|||||
CDI |
Milacron |
|||||
Choice Hotels International |
Oxford Industries |
|||||
CSR |
Reddy Ice |
|||||
Deckers Outdoor |
Regency Centers |
|||||
Dex One |
Ricardo* |
|||||
Fair Isaac |
Safety-Kleen Systems |
|||||
Graco |
ShawCor |
|||||
Haynes International |
StarTek |
|||||
HNTB |
Taubman Centers |
|||||
Huron Consulting Group |
Underwriters Laboratories |
|||||
Husky Injection Molding Systems* |
Verde Realty |
|||||
IDEXX Laboratories |
Winnebago Industries |
A.O. Smith |
Intercontinental Hotels* |
|||||
Acuity Brands |
International Flavors & Fragrances |
|||||
Aerojet* |
Irvine Company |
|||||
Alexander & Baldwin |
Jack in the Box |
|||||
American Crystal Sugar |
Kaman Industrial Technologies* |
|||||
AMETEK |
Kansas City Southern |
|||||
Ann Taylor Stores |
Kinetic Concepts |
|||||
AOL |
Kinross Gold* |
|||||
Armstrong World Industries |
Magellan Midstream Partners |
|||||
Barnes Group |
ManTech International |
|||||
Brady |
Martin Marietta Materials |
|||||
Broadridge Financial Solutions |
Mary Kay |
|||||
Brown-Forman |
McClatchy |
|||||
Carmeuse North America Group* |
MDC Holdings |
|||||
Carpenter Technology |
Molson Coors Brewing |
|||||
CDI |
MWH Global |
|||||
Chemtura |
Noranda Aluminum |
|||||
Chiquita Brands |
Nypro |
|||||
Coinstar |
Overhead Door* |
|||||
ConvaTec |
Parsons |
|||||
Convergys |
PerkinElmer |
|||||
CoreLogic |
Plexus |
|||||
Covance |
Polaris Industries |
|||||
Curtiss-Wright |
Purdue Pharma |
|||||
Cytec |
Quintiles |
|||||
Dassault Systems* |
Readers Digest |
|||||
Day & Zimmerman |
Regal-Beloit |
|||||
Deckers Outdoor |
Rent-A-Center |
|||||
Deluxe |
Safety-Kleen Systems |
|||||
Dentsply |
Schwans |
|||||
Dex One |
Scotts Miracle-Gro |
|||||
Donaldson |
Scripps Networks Interactive |
|||||
Endo Pharmaceuticals |
ServiceMaster Company |
|||||
Equifax |
ShawCor |
|||||
Equity Office Properties |
Sigma-Aldrich |
|||||
General Atomics |
Snap-On |
|||||
Goodman Manufacturing |
Space Systems Loral* |
|||||
GSI Commerce |
SRA International |
|||||
GTECH |
Stantec* |
|||||
H.B. Fuller |
Steelcase |
|||||
Harland Clarke* |
Swagelok |
|||||
Harman International Industries |
Teradata |
|||||
Headway Technologies* |
Thomas & Betts |
|||||
Herman Miller |
Toro |
|||||
Hexcel |
Total System Services |
|||||
HNI |
Travelport |
|||||
HNTB |
Trident Seafoods |
|||||
Hostess Brands |
Tupperware |
|||||
Houghton Mifflin Harcourt Publishing |
Underwriters Laboratories |
|||||
Hunt Consolidated |
United Rentals |
|||||
Husky Injection Molding Systems* |
USG |
|||||
IDEXX Laboratories |
Vulcan Materials |
|||||
IMS Health |
Please Sign Here Please Date Above Please Sign Here Please Date Above · Please separate carefully at the perforation and return just this portion in the envelope provided. · Authorized Signatures - This section must be completed for your instructions to be executed. EVENT # CLIENT # Copyright © 2013 Mediant Communications LLC. All Rights Reserved Annual Meeting of Shareholders of IDACORP, Inc. Time: May 16, 2013 / 10:00 am / Local Time Place: Idaho Power Company Corporate Headquarters, 1221 West Idaho Street, Boise, Idaho 83702 Please make your marks like this: xUse pen only The Board of Directors recommends a vote “FOR” each of the director nominees in Proposal 1 and “FOR” Proposals 2 and 3. 1. Elect four directors nominated by the board of directors for one-year terms (01) Judith A. Johansen (02) J. LaMont Keen (03) Robert A. Tinstman (04) Dennis L. Johnson 2. Ratify the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the year ending December 31, 2013 3. Advisory resolution to approve executive compensation 4. Transact such other business that may properly come before the meeting and any adjournment or adjournments thereof Directors Recommend For Withhold Í Directors Recommend For Against Abstain Í Directors Recommend For Against Abstain Í • Mark, sign and date your Proxy Card. • Detach your Proxy Card. • Return your Proxy Card in the postage-paid envelope provided. MAIL INTERNET • Use any touch-tone telephone. • Have this Proxy Card handy. • Follow the simple recorded instructions. TELEPHONE Go To 1-866-702-2221 www.proxypush.com/ida • Have this Proxy Card handy. OR OR Annual Meeting of Shareholders of IDACORP, Inc. Time: Thursday, May 16, 2013 / 10:00 am / Local Time Place: Idaho Power Company Corporate Headquarters, 1221 W. Idaho Street, Boise, Idaho 83702 All votes must be received by 5:00 pm, Eastern Daylight Saving Time, May 15, 2013. PROXY TABULATOR FOR P.O. BOX 8016 CARY, NC 27512-9903
April 3, 2013 Dear Shareholders of IDACORP, Inc: It is our pleasure to invite you to attend the upcoming 2013 Annual Meeting of Shareholders of IDACORP, Inc. to be held on May 16, 2013, at 10:00 a.m., local time, at the Idaho Power Company corporate headquarters building, 1221 West Idaho Street, Boise, Idaho. Your board of directors and management look forward to personally greeting those shareholders able to attend. Information about the business of the meeting and the nominees for election as members of the board of directors is set forth in the Notice of Meeting and the Proxy Statement. This year IDACORP, Inc. is asking you to elect four directors nominated by the board of directors for one-year terms; to ratify the appointment of Deloitte Touche LLP as our independent registered public accounting firm for the year ending December 31, 2013; and to vote on an advisory resolution to approve executive compensation. YOUR VOTE IS IMPORTANT. YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE OR BY FOLLOWING THE INSTRUCTIONS ON THE REVERSE SIDE TO VOTE THROUGH THE INTERNET OR BY TELEPHONE. You may revoke your proxy prior to or at the meeting and may vote in person if you wish. Gary G. Michael J. LaMont Keen Chairman of the Board President and Chief Executive Officer
IDACORP, Inc. PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 16, 2013 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Properly executed proxies will be voted as marked and, if not marked, proxies properly executed and received will be voted “FOR” proposal (1), to elect four directors nominated by the board of directors for one-year terms; “FOR” proposal (2), to ratify the appointment of Deloitte Touche LLP as our independent registered public accounting firm for the year ending December 31, 2013; and “FOR” proposal (3), an advisory resolution to approve executive compensation. The undersigned hereby appoints J. LaMont Keen and Patrick A. Harrington, and each of them, proxies with full power of substitution to vote for the undersigned at the Annual Meeting of Shareholders of IDACORP, Inc. and at any adjournment(s) thereof, on the matters set forth in the Proxy Statement and such other matters as may properly come before the meeting; and hereby directs that this proxy be voted in accordance with the instructions herein and in the proxies’ discretion on any other matters that may properly come before the meeting and at any adjournment or postponements thereof. Please date, sign and promptly mail in the self-addressed return envelope, which requires no postage if mailed in the United States. Please so indicate following your signature if you are signing in a representative capacity. If shares are held jointly, both owners should sign. You may also vote through the internet or by telephone by following the instructions on the reverse side.