Sector: Utilities
IDACORP INC · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Ten Directors for One-Year Terms
Director since 2020 with no overboarding concerns; IDA's 3-year return of 47.3% is strong positive, and the gap versus the XLU benchmark is only -3.8 percentage points, well below the 65-point threshold required to trigger an against vote.
Director since 2017 with no overboarding concerns; the 3-year TSR gap of -3.8 percentage points versus XLU falls far short of the 65-point threshold needed to trigger an against vote under the strong-positive-return tier.
CEO and director since 2020; the 3-year TSR gap of -3.8 percentage points versus XLU is far below the 65-point threshold required to trigger an against vote, so no TSR concern applies, and the Say on Pay analysis supports her compensation program.
Director since 2013 and independent board chair; the 3-year TSR gap of -3.8 percentage points versus XLU is far below the 65-point trigger threshold, and no attendance, overboarding, or independence issues are noted.
Director since 2023; joined within the past 24 months so is exempt from the TSR trigger under policy, and no other disqualifying concerns are noted.
Director since May 2025; joined well within the 24-month exemption window so is fully exempt from the TSR trigger, and no other disqualifying concerns are noted.
Director since February 2025; joined well within the 24-month exemption window so is fully exempt from the TSR trigger, and no other disqualifying concerns are noted.
New nominee with no prior board tenure; the 24-month new-director exemption applies and no disqualifying concerns are evident from the proxy disclosures.
Director since 2023; joined within the past 24 months so is exempt from the TSR trigger under policy, and no other disqualifying concerns are noted.
Director since 2021 with no overboarding concerns; the 3-year TSR gap of -3.8 percentage points versus XLU falls far short of the 65-point threshold required to trigger an against vote under the strong-positive-return tier.
All ten director nominees receive a FOR vote. IDACORP's 3-year stock return of 47.3% is strongly positive, and the company trails the XLU utilities ETF by only 3.8 percentage points — far below the 65-point underperformance threshold that would trigger an against vote for directors with meaningful tenure. Five of the ten nominees (Jorgensen, Kennedy, Madison, Miller, Morris) qualify for the 24-month new-director exemption and are not subject to the TSR screen at all. No attendance failures, overboarding situations, independence concerns, or familial-relationship issues were identified for any nominee.
CEO
Lisa A. Grow
Total Comp
$7,529,892
Prior Support
92.7%%
CEO Lisa Grow's total reported compensation of approximately $7.5 million is within a reasonable range for a CEO of a $7.9 billion regulated electric utility, and the prior-year Say on Pay vote received 92.7% shareholder support — well above the 70% threshold that would require a response. The pay program is predominantly variable and at-risk, with 51% to 80% of each executive's target pay tied to performance over one- and three-year periods using measurable metrics (adjusted net income, service reliability, customer satisfaction, cumulative earnings per share, and relative total shareholder return versus the EEI Utilities Index). A meaningful clawback policy compliant with SEC and NYSE rules is in place, and no structural concerns such as excessive fixed pay, lack of performance conditions, or poor pay-for-performance alignment were identified.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for IDACORP's $7.9 billion market cap. The proxy filing does not disclose specific audit fee or non-audit fee dollar amounts in the extracted text provided, so the non-audit fee ratio trigger cannot be evaluated — per policy, the absence of confirmed fee data does not trigger a No vote, and the tenure trigger similarly requires confirmed data to fire. No material restatements are noted, and no other disqualifying factors are present.
IDACORP's 2026 annual meeting ballot contains three standard proposals: election of ten directors, ratification of Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — the director slate is clean with no TSR, attendance, or independence concerns; the compensation program is well-structured with strong performance linkage and very high prior-year shareholder approval; and no stockholder proposals were submitted for this meeting.
