Annette Elg
IDACORPAbout Annette G. Elg
Independent director of IDACORP (IDACORP/Idaho Power) since 2017; age 68. She serves as an audit committee financial expert and is independent under NYSE standards and the company’s Corporate Governance Guidelines . In 2024, each director (including Ms. Elg) attended at least 75% of board and committee meetings; the board met four times in 2024 .
Board Governance
- Independence and roles: Independent director; designated audit committee financial expert; current committee memberships: Audit, Compensation & Human Resources (CHRC), and Corporate Governance & Nominating (CGN) . Proposed post‑2025 Annual Meeting roles: Chair of Audit Committee and member of CHRC and Executive Committee (by virtue of chairing a standing committee) .
- Audit oversight: Audit Committee met eight times in 2024; Elg is identified as an audit committee financial expert and appears on the Audit Committee’s 2025 report signatory list .
- Attendance: Board held 4 meetings in 2024; each director attended ≥75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Investor alignment signals: 2024 Say‑on‑Pay support was 94.5% (also 94.5% in 2023), suggesting broad shareholder support for compensation design and governance oversight .
Committee assignments (current vs. proposed)
| Committee | 2024 Membership (as of proxy) | Proposed post-2025 Annual Mtg |
|---|---|---|
| Audit | Member | Chair |
| Compensation & HR | Member | Member |
| Corporate Governance & Nominating | Member | — |
| Executive | — | Member (as standing committee chair) |
Board/committee activity and attendance
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Director attendance threshold | ≥75% (each director) | ≥75% (each director) |
| Audit Committee meetings | 8 | 8 |
Fixed Compensation (Director Pay)
- Ms. Elg’s 2024 director compensation: Cash fees $120,500; stock awards grant-date fair value $139,919; total $260,419 .
- Director fee schedule (applies to non-employee directors): Base retainer $100,000; committee retainers—Audit $12,000, CHRC $8,500, CGN $7,500, Executive $3,000; Chair add-ons—Board $100,000, Audit $15,000, CHRC $15,000, CGN $12,500; annual stock awards $140,000 .
Year-over-year director compensation (Elg)
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Fees earned/paid in cash | $105,500 | $120,500 |
| Stock awards (grant-date FV) | $119,944 | $139,919 |
| Total | $225,444 | $260,419 |
Director fee schedule (for context)
| Element | 2024 Amount |
|---|---|
| Base retainer | $100,000 |
| Audit Committee retainer | $12,000 |
| CHRC retainer | $8,500 |
| CGN retainer | $7,500 |
| Executive Committee retainer | $3,000 |
| Audit Chair add-on | $15,000 |
| CHRC Chair add-on | $15,000 |
| CGN Chair add-on | $12,500 |
| Annual stock award | $140,000 |
Deferral and trading policies
- Directors may defer cash retainers (credited at Moody’s utility bond yield average) and stock awards into deferred stock units (DSUs); DSUs distribute in stock at separation; change-in-control triggers lump-sum distribution .
- Anti‑hedging and anti‑pledging policies apply to directors .
Performance Compensation
- Non-employee directors do not receive performance-based incentives; equity awards are time-based (annual stock grants), not tied to operational/financial metrics .
Equity Ownership
- Beneficial ownership (as of March 17, 2025): 9,015 shares total; includes 5,331 deferred stock units (DSUs) with dividend equivalents payable in stock at separation; <1% of outstanding shares .
Beneficial ownership detail
| Holder | Shares/Units | Notes |
|---|---|---|
| Annette G. Elg | 9,015 | Includes 5,331 DSUs; <1% of class |
Ownership alignment
- Stock ownership guidelines require directors to hold stock equal to 5× base retainer ($500,000 for 2024); as of Dec 31, 2024, all directors were in compliance .
- Company prohibits director hedging and pledging, supporting alignment with shareholder outcomes .
Other Directorships & Interlocks
- The proxy statements reviewed do not disclose other current public company directorships or disclosed interlocks for Ms. Elg beyond her IDACORP/Idaho Power roles (board compositions are identical) .
Expertise & Qualifications
- Designated “Audit Committee Financial Expert” by the board (SEC definition), indicating advanced financial reporting/audit oversight competence; current Audit and CHRC service underscores finance and compensation oversight depth .
Director Compensation Structure Analysis
- Mix shifted higher YoY with 2024 increases to base retainer (to $100,000) and annual stock award (to $140,000), modestly increasing equity weighting and total pay while retaining the standard committee member retainers (Audit/CHRC) .
- No use of stock options; equity is delivered as stock/DSUs; no director performance metrics or discretionary bonuses identified for directors .
Related-Party Transactions and Conflicts
- Company policy defines and reviews related-person transactions; requires committee pre-approval and arm’s-length terms; specific 2024/2023 related-party items disclosed do not involve Ms. Elg (e.g., outside counsel engagement and certain employee relatives) .
- Anti‑hedging/pledging and independence confirmations provide additional safeguards against conflicts .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 94.5% in 2024 (also 94.5% in 2023); management and board leadership engaged holders of ~50% of shares and met with ~17% in 2024 to discuss governance/compensation strategy .
Say‑on‑Pay support
| Year | Approval |
|---|---|
| 2023 | 94.5% |
| 2024 | 94.5% |
Governance Assessment
- Strengths: Independence; designated audit committee financial expert; poised to chair Audit Committee (enhances oversight); strong shareholder Say‑on‑Pay support; anti‑hedging/pledging and robust related‑party review; high attendance expectation met; director ownership guidelines met .
- Watch items: None specific to Ms. Elg were disclosed; no related‑party ties or pledging; director compensation increases were modest and in line with peer governance norms .
Overall signal for investors: Ms. Elg’s progression to Audit Chair, financial expert designation, and multi-committee service indicate solid board effectiveness in financial reporting, risk, and pay oversight, with alignment reinforced by ownership policies and strong Say‑on‑Pay outcomes .