IDACORP : 2025 Proxy Statement

Published: 2025-04-01 19:47:03 ET IDA

MAY 15, 2025 BOISE, IDAHO

April 1, 2025

Dear Fellow Shareholders:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders of IDACORP, Inc. The Annual Meeting will be held on Thursday, May 15, 2025, at 10:00 a.m. (Mountain Time). We have adopted again for this year a virtual format for our Annual Meeting to provide a consistent and convenient experience to all shareholders regardless of location. You may attend the Annual Meeting virtually via the internet atwww.proxydocs.com/IDA, where you will be able to vote electronically and submit questions. In order to attend, you must register in advance atwww.proxydocs.com/IDAprior to the deadline of 3:00 p.m. (Mountain Time) on May 14, 2025. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your proxy card and voting authorization form and subsequent instructions that will be delivered to you via email.

The matters to be acted upon at the meeting are described in our proxy materials, which are being furnished to our shareholders over the internet, other than to those shareholders who requested a paper copy. In addition, at the Annual Meeting we will discuss the company's 2024 financial results, operational matters, and several of the company's strategic initiatives and priorities.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the internet, by telephone, or by mail, in accordance with the instructions included in the proxy statement.

We appreciate your continued interest in and support of our company.

Sincerely,

Dennis L. Johnson

Chair of the Board of Directors

Lisa A. Grow President and CEO

IDACORP, Inc.

1221 West Idaho Street

Boise, Idaho 83702

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS VIRTUAL MEETING ONLY - NO PHYSICAL LOCATION

Date and Time:

Place:

Items of Business:

Other Matters:

Record Date:

How to Vote:

Thursday, May 15, 2025 at 10:00 a.m. (Mountain Time) To register for and participate in the live online Annual Meeting, please visitwww.proxydocs.com/IDA. Please note that you will need the control number included on your proxy card and Notice of Internet Availability in order to register for and to access the Annual Meeting. Registration to participate is due by 3:00 p.m. (Mountain Time) on Wednesday, May 14, 2025.

• To elect ten directors nominated by the board of directors for one-year terms;

• To vote on an advisory resolution to approve executive compensation;

• To approve the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, as amended and restated, including the authorization of 1,100,000 additional shares;

• To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

• To transact such other business that may properly come before the meeting and any adjournments or postponements of the meeting.

As of the date of this notice, the company has received no notice of any matters, other than those listed above, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the proxy card that accompanies this proxy statement, or their duly constituted substitutes, will be deemed authorized to vote the shares represented by proxy or otherwise act on those matters in accordance with their judgment.

Holders of record of IDACORP common stock at the close of business on March 26, 2025, are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Please vote your shares at your earliest convenience. Registered holders may vote (a) by internet prior to the Annual Meeting atwww.proxydocs.com/IDA; (b) by Internet during the Annual Meeting atwww.proxydocs.com/IDA(advance registration required); (c) by toll-free telephone by calling (866) 702-2221; or (d) by mail (if you received a paper copy of the proxy materials by mail) by marking, signing, dating, and promptly mailing the enclosed proxy card in the postage-paid envelope. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders: Our 2025 proxy statement and our annual report for the year ended December 31, 2024, are available free of charge atwww.proxydocs.com/IDA.

By Order of the Board of Directors

Cheryl W. Thompson

Corporate Secretary

April 1, 2025

CONTENTS

Page

PROXY STATEMENT HIGHLIGHTS

PART 1 - INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

General Information

PART 2 - CORPORATE GOVERNANCE AT IDACORP

PART 3 - BOARD OF DIRECTORS

PROPOSAL NO. 1: Election of Directors

Committees of the Board of Directors

Director Compensation

PART 4 - EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation and Human Resources Committee Report

Our Compensation Policies and Practices as They Relate to Risk Management

Compensation Tables

2024 Summary Compensation Table

Grants of Plan-Based Awards in 2024

Outstanding Equity Awards at Fiscal Year-End 2024

Option Exercises and Stock Vested During 2024

Pension Benefits for 2024

Potential Payments Upon Termination or Change in Control

PROPOSAL NO. 2: Advisory Resolution to Approve Executive Compensation

CEO Pay Ratio

Pay Versus Performance

PART 5 - EQUITY COMPENSATION PLAN APPROVAL

PROPOSAL NO. 3: Approval of the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, as Amended and Restated

PART 6 - AUDIT COMMITTEE MATTERS

PROPOSAL NO. 4: Ratification of Appointment of Independent Registered Public Accounting Firm

Independent Accountant Billings

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services

Report of the Audit Committee

PART 7 - OTHER MATTERS

Other Business

Shared-Address Shareholders

2026 Annual Meeting of Shareholders

Annual Report and Financial Statements

Questions and Answers About the Annual Meeting, this Proxy Statement, and Voting

APPENDICES

A-1

APPENDIX A - IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, as Amended and Restated

A-1

PROXY STATEMENT HIGHLIGHTS

2025 Annual Meeting Information:

In the Proxy Statement Highlights, we have included highlights of some of the matters discussed in more detail later in the proxy statement. As it is only a summary, please refer to the complete proxy statement and the 2024 Annual Report on Form 10-K for more information before you vote.

• Date and Time:May 15, 2025 at 10:00 a.m. (Mountain Time)

• Meeting Place and Registration Link:www.proxydocs.com/IDA. Virtual Meeting Only - No Physical Location

◦ You must register by 3:00 p.m. (Mountain Time) on May 14, 2025

• Eligibility: You are eligible to vote if you were a shareholder of record at the close of business on March 26, 2025

• Your Vote: You may cast your vote in any of the following ways:

Internet

For registered holders, visitwww.proxydocs.com/IDA to vote. If your shares are held in street name, follow the instructions delivered to you by your bank or broker. You will need the control number included in your proxy card, voter instruction form, or Notice of Internet Availability.

Agenda and Voting Matters:

Telephone

For registered holders, call 1-866-702-2221. If your shares are held in street name, call the number on your voter instruction form. You will need the control number included in your proxy card, voter instruction form, or Notice of Internet Availability.

Mail

Mail your completed and signed proxy card or voter instruction form (if you received a paper copy of the proxy materials by mail) to the address on your proxy card or voter instruction form.

Virtual

To register for and vote in the live online Annual Meeting, please visitwww.proxydocs.com/IDA. To register, you will need the control number included on your proxy card or Notice of Internet Availability. Registration is due by 3:00 p.m. (Mountain Time) on Wednesday, May 14, 2025.

Summary Description of Voting Matters

Board Voting Recommendation

1. Election of ten director nominees for a one-year term

2. Advisory resolution to approve our executive compensation

3. Approval of the IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, as amended and restated, including the authorization of 1,100,000 additional shares

4. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025

FOR each director nominee

ü FOR

IDACORP, INC. 2025 PROXY STATEMENT i

Information on Our Director Nominees:

Our board of directors has nominated ten directors for election at the 2025 Annual Meeting. You are being asked to vote on the election of each of the ten nominees. Please see Part 3 - "Board of Directors" in this proxy statement for more information about each nominee. Below are the proposed director nominee committee memberships following the 2025 Annual Meeting and information about each nominee as of the date of this proxy statement.

Proposed Committee Memberships

Director Nominee Director Since Age Independent1

Audit Comp & HR Corp. Gov. & Nominating Executive

ü ü ü ü ü ü ü ü ü

Odette C. Bolano 2020 65

Annette G. Elg 2017 68

Lisa A. Grow 2020 59

Judith A. Johansen 2007 66

Dennis L. JohnsonBC 2013 70

Nate R. Jorgensen 2023 60

ü © ü

ü © ü ü

Michael J. Kennedy

N/A 53

Scott W. Madison 2025 60

ü ü

Susan D. Morris 2023 56

Dr. Mark T. Peters 2021 60

ü ü

BC - Chair of the Board of Directors

Independent according to New York Stock Exchange listing standards and our Corporate Governance Guidelines

IDACORP, INC. 2025 PROXY STATEMENT ii

Our 2024 Performance Highlights

*Dividends as of February 2025

We had a successful year during 2024 in a number of respects:

• IDACORP achieved net income growth for a seventeenth consecutive year;

• IDACORP increased its quarterly common stock dividend to $0.86 per share from $0.83 per share, as a part of a 187 percent increase in quarterly dividends approved over the last 13 years;

• Idaho Power continues to focus on timely recovery of costs and earning a reasonable return on investment with an Idaho limited issue rate case finalized in December 2024, with new rates effective January 1, 2025, designed to increase annual Idaho-jurisdiction retail revenue by $50.1 million, and settlement stipulations for its Oregon general rate case approved by the Oregon Public Utility Commission (OPUC) in September 2024, with rates effective October 15, 2024, designed to increase annual Oregon-jurisdiction retail revenue by $6.7 million;

• Idaho Power's customer count grew 2.6 percent in 2024 and Idaho Power's megawatt-hour (MWh) sales to retail customers in 2024 were the highest in its history, reflecting considerable growth in its service area;

• Idaho Power reached new winter and summer peaks during 2024. Idaho Power's new winter peak demand of 2,719 MW and summer peak demand of 3,793 MW were reached on January 16, 2024 and July 22, 2024, respectively;

• In 2024, Idaho Power's reliability metrics continued to be among the best in company history, as Idaho Power provided uninterrupted service to its retail customers 99.96 percent of the time; and

• Idaho Power's third-party ratings for residential and business customer satisfaction remain strong - it was the third-ranked utility among peers in the segment for overall customer satisfaction, the highest in the segment for business customer satisfaction, and the third highest in the segment for residential customer satisfaction in 2024.

Executive Compensation Program Design Highlights

We believe strong performance by our executive officers is essential to achieving long-term growth in shareholder value and to delivering superior service to our utility customers. We seek to accomplish this by making the majority of our executive officers' pay "at-risk," meaning we tie much of our executive officers' target compensation to our financial and operational performance. To be earned, a substantial portion of our executives' compensation requires that we achieve successful results over one- and three-year performance periods. As an executive's level of responsibility increases, so does the percentage of total compensation at-risk, which we believe aligns the interests of our executives who have the highest level of decision-making authority with the interests of our shareholders. Our executive compensation policy provides that between 35 percent and 85 percent of our executive officers' total target compensation should be at-risk incentive compensation under the short-term and long-term incentive plans.

Corporate Responsibility Highlights

We plan and operate with corporate responsibility in mind, in addition to the financial aspects of the company's operations. We recognize all decisions have financial, as well as non-financial, impacts on our customers, employees, shareholders, communities, and the environment.

We intentionally include corporate responsibility action items across four priorities: keep employees safe and engaged, grow financial strength, improve the core business, and enhance the brand. In addition, we view our commitment to corporate responsibility as furthering the company's short-, medium-, and long-term business strategies to safely provide our customers with reliable, affordable, clean energy while promoting a respectful workplace where all employees are valued and welcomed. We believe this commitment will also enhance long-term owner value and promote environmental and community stewardship.

IDACORP, INC. 2025 PROXY STATEMENT iii

Some of Idaho Power's environmental initiatives include conducting cloud-seeding operations, implementing a wildfire mitigation plan, enhancing grid resiliency and reliability, and continuing to further Snake River shading and in-stream river enhancement projects. We have engaged in voluntary carbon emissions intensity reduction over the past decade, and in 2019, we set our "Clean Today. Cleaner Tomorrow.®" goal to provide Idaho Power's customers with 100-percent clean energy by 2045.

We are committed to the safety of our employees, customers, and the communities we serve. One of our core values is safety first. We believe that safe, engaged, and effective employees are critical to the company's success and that the company's record of safety helps keep our service to customers reliable and affordable. Reflective of our focus on safety, Idaho Power's average Occupational Safety and Health Administration (OSHA) recordable injury rate was below the industry average rate for 2024. In 2024, we saw a decrease in our OSHA recordable injury rate, severity rate, and lost-time injury rate compared to 2023.

Governance Highlights and Investor Engagement

We seek to adopt and implement corporate governance practices that we believe are in the interests of our shareholders and that reflect best practices. Some of our governance practices include the following:

Our relationship with our shareholders and the investment community is of great importance to our company. To that end, shareholder engagement is a consideration in the performance evaluation of members of our executive team. Aside from our normal corporate communications, we engage with shareholders, the investment community, and interest groups through our participation in various utility and investment conferences and group and one-on-one meetings and telephone discussions. During those meetings, we solicit input on topics such as corporate governance, corporate responsibility, executive leadership, dividends, and disclosure and corporate communications. In 2024, management and the chairs of our board of directors and our compensation and human resources committee reached out directly to shareholders holding over 50 percent in the aggregate, and met with shareholders holding approximately 17 percent in the aggregate, of IDACORP's outstanding shares to discuss those topics, which were in addition to our regular investor relations efforts. The shareholders we engaged with in 2024 remained supportive of our strategy and financial performance and our executive compensation program. Shareholder support is further evidenced by our 2024 say-on-pay advisory vote, which received a 94.5 percent positive vote from our shareholders.

IDACORP, INC. 2025 PROXY STATEMENT iv

Summary of Our Compensation Policies

We seek to establish performance metrics for incentive compensation that reward our executive officers for achieving objectives that align with our customers' and shareholders' interests, and we use both operational and financial metrics for our incentive compensation. Our long-term incentive metrics are measures of the creation of shareholder value, rewarding appreciation in stock price and total shareholder return (TSR). Short-term incentive is paid in cash and long-term incentive is paid in IDACORP restricted stock units. Because of the diversity of our performance metrics, our executive officers' annual compensation can vary considerably depending on our actual performance in any period. For 2024, we used the following metrics:

In the chart above, the term "ADITC" refers to accumulated deferred investment tax credits.

We have a number of compensation policies and practices that we use to help align the interests of management with our shareholders, including the following:

ü We use a number of financial and operational performance metrics for executive compensation and have a policy that a significant percentage of our executives' target compensation be at-risk;

ü We have solely independent directors on our compensation and human resources committee;

ü Our compensation and human resources committee retains an independent compensation consultant;

ü We impose minimum stock ownership and retention obligations for executive officers and performance-based restricted stock units (RSUs) are not counted toward the ownership obligations;

ü We have a clawback policy that provides for the recovery of incentive compensation pursuant to U.S. Securities and Exchange Commission (SEC) and New York Stock Exchange (NYSE) requirements;

ü We impose maximum limits on incentive compensation;

ü We do not provide employment agreements;

ü We do not permit hedging or pledging of our stock by executive officers;

ü We provide only limited perquisites;

ü We do not provide stock options;

ü We have a low burn rate on equity for incentive awards;

ü We analyze peer groups and market data; and

ü We set our target goal for TSR performance at the 55th percentile of our peer group for long-term incentive.

In 2024, we received 94.5 percent of votes cast in favor of our executive compensation programs. Please see Part 4 - "Executive Compensation" in this proxy statement for a more detailed discussion of our compensation programs, including plan metrics and payouts, and our shareholder engagement efforts.

IDACORP, INC. 2025 PROXY STATEMENT v

PROXY STATEMENT

IDACORP, Inc. - 1221 West Idaho Street - Boise, Idaho 83702

PART 1 - INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

General Information

This proxy statement contains information about the 2025 Annual Meeting of Shareholders (Annual Meeting) of IDACORP, Inc. (IDACORP). The Annual Meeting will be held on Thursday, May 15, 2025 at 10:00 a.m. (Mountain Time). We have adopted a virtual-only format for our Annual Meeting to provide a consistent and convenient experience to all shareholders regardless of location. You may attend the Annual Meeting virtually via the internet atwww.proxydocs.com/IDA, where you will be able to vote electronically and submit questions. In order to attend, you must register in advance atwww.proxydocs.com/IDAprior to 3:00 p.m. (Mountain Time) on May 14, 2025. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your proxy card and voting authorization form and subsequent instructions that will be delivered to you via email.

References in this proxy statement to the "company," "we," "us," or "our" refer to IDACORP. We also refer to Idaho Power Company (Idaho Power) in this proxy statement. Idaho Power is an electric utility engaged in the generation, transmission, distribution, sale, and purchase of electric energy and is our principal operating subsidiary. References in this proxy statement to the "companies" refer to IDACORP and Idaho Power together, unless the context otherwise requires.

This proxy statement is being furnished to you by our board of directors to solicit your proxy to vote your shares at the Annual Meeting and any adjournment of the Annual Meeting. All returned proxies that are not revoked will be voted in accordance with your instructions.

You are entitled to participate in the Annual Meeting only if you are an IDACORP shareholder as of the close of business on March 26, 2025, the record date, or hold a valid proxy for the meeting. In order to be admitted to the online Annual Meeting, you must have the control number included on your proxy card and Notice of Internet Availability.

We make our proxy materials and our annual report to shareholders available on the internet as our primary distribution method. Most shareholders will only be mailed a Notice of Internet Availability. The scheduled mailing date of the Notice of Internet Availability is on or aboutApril 1, 2025. The Notice of Internet Availability specifies how to access proxy materials on the internet, how to submit your proxy vote, and how to request a hard copy of the proxy materials. On or about April 1, 2025, we also began mailing printed copies of our proxy materials to our shareholders who had previously requested paper copies of our proxy materials.

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) and corporate responsibility goals and targets, 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 SEC, including the risks described therein, which contain factors that may cause results to differ materially from those contained in any forward-looking statement.

No Incorporation by Reference: This proxy statement includes several website addresses and references to additional materials and reports found on those websites. These websites, materials, and reports are not incorporated by reference herein.

IDACORP, INC. 2025 PROXY STATEMENT 1

Disclaimer

Idacorp Inc. published this content on April 01, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 01, 2025 at 23:46 UTC.