Brian Buckham - Senior Vice President, Chief Financial Officer, and Treasurer | IDACORP (IDA) Executive Profile & Compensation

About Brian Buckham

Senior Vice President, Chief Financial Officer, and Treasurer of IDACORP, Inc. and Idaho Power Company; CFO since March 2022 and Treasurer added January 2024; previously SVP & General Counsel (2017–2022). Age 46 (as disclosed in FY2024 10-K executive roster). Tenure spans legal, risk, and finance leadership through consecutive EPS growth years; IDACORP achieved its 17th straight year of EPS growth in 2024, with strong reliability and regulated rate outcomes underpinning performance. Compensation programs under his purview tie incentives to Net Income, ADITC preservation, Customer Satisfaction, Service Reliability, and multi-year CEPS and relative TSR, aligning pay with shareholder value creation .

Past Roles

Organization	Role	Years	Strategic Impact
IDACORP & Idaho Power	SVP, CFO, and Treasurer	Jan 2024–present	Oversight of finance/treasury in a year of record net income, dividend increase, and completion of Idaho and Oregon rate cases raising annual retail revenues by ~$56.8M .
IDACORP & Idaho Power	SVP & CFO	Mar 2022–Dec 2023	Led finance through 16th consecutive EPS growth year; maintained high reliability and progressed IRP and resource additions .
IDACORP & Idaho Power	SVP & General Counsel	Feb 2017–Mar 2022	Directed legal/risk; supported regulatory settlements and governance practices; foundation for subsequent finance leadership .

External Roles

No public company directorships or external board roles disclosed for Brian Buckham .

Fixed Compensation

Metric	2023	2024
Base Salary ($)	$515,000	$568,000
% Increase vs prior year	11.5%	10.3%

Performance Compensation

Short‑Term Incentive (2024) – Design, Targets, Actual, Payout

Metric	Weight at Target	Target	Actual	Payout Basis
Net Income (IDACORP)	56%	$278.0m	$289.2m	Linear schedule delivering above target contribution .
ADITC Preservation	14%	≥ $15m	$77m	Higher preservation → higher payout; achieved maximum tier .
Customer Satisfaction (CRI)	15%	84.25%	82.95%	Below target contribution .
Service Reliability (Avg outages >5 min)	15%	≤ 1.25	1.26	Slightly above target (qualifying multiplier at/near target threshold) .
Resulting STI payout (company composite)	—	—	—	~166% of target (all NEOs) .

Executive	STI Opportunity (Target, % of Salary)	2024 STI Earned ($)
Brian R. Buckham	60%	$566,546

Long‑Term Incentive (2024 grants; 3‑year performance period 2024–2026)

Component	Structure	Buckham Grant (Units/$)	Performance Curve
Time‑Vesting RSUs	Cliff vest Jan 2027; dividend equivalents accrue	3,203 units; $284,010 grant date FV	Service-vesting only .
Performance RSUs (PSUs)	50% CEPS; 50% Relative TSR vs EEI Utilities; linear 0–200%	Threshold 2,882; Target 6,406; Max 12,812; $537,015 grant date FV	CEPS: $13.50 / $14.65 / $15.80 thresholds; TSR: 30th / 55th / 90th percentile .

Recent PSU outcome (2022–2024 cycle, paid Feb 2025):

Executive	Target PSUs Granted (2022)	Shares Earned	Dividend Equivalents ($)
Brian R. Buckham	3,594	3,594	$37,557

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (3/17/2025)	21,129 shares; group total 246,269 shares (0.46% of 54,020,021 SO); Buckham ~0.039% of shares outstanding (21,129 / 54,020,021) .
Unvested equity (12/31/2024)	Time‑vesting RSUs: 7,277 units ($795,231); Performance RSUs (unearned): 12,118 units ($1,324,255); valued at $109.28 per share .
Vesting schedules (time‑vesting RSUs)	1,799 (1/1/2025); 2,275 (1/1/2026); 3,203 (1/1/2027) .
PSU performance periods	2022 grant ends 12/31/2024; 2023 ends 12/31/2025; 2024 ends 12/31/2026 .
2024 stock vested	7,411 shares; $677,184 value realized on vesting .
Options	Company does not award stock options; none outstanding .
Anti‑hedging/pledging	Hedging and pledging prohibited for directors/officers .
Ownership guidelines	SVPs: 3× salary; performance RSUs excluded for compliance; all executives in compliance; 50% net‑share retention until compliant .

Employment Terms

Term	Provision
Employment agreements	Company does not provide employment agreements .
Change‑in‑Control (CIC)	Double‑trigger; cash severance 2.5× base salary + target bonus; welfare benefits continuation and outplacement; equity: full vesting of time‑vesting RSUs and PSUs at target in CIC scenarios as specified .
CIC illustrative values (Buckham)	Without termination: base $1,420,000; target bonus $852,000; time‑RSUs $795,231; PSUs $1,675,753 . Not for cause/constructive discharge: total ~$4,958,562 including equity, benefits, outplacement .
Death/Disability	Time‑RSUs ~$479,084; PSUs ~$1,018,996; Security Plan II present value $5,741,796 .
Clawback	SEC Rule 10D‑1/NYSE policy effective Oct 2, 2023; legacy misconduct‑based recovery applies pre‑effective date .
Deferred comp	Executives eligible; none of the NEOs participate .
Pension/SERP	Present value at 12/31/2024: Retirement Plan $351,781; Security Plan II $1,768,602 .

Compensation Structure Details (Benchmarking and Governance)

Pay mix emphasizes “at‑risk” pay; NEOs 51–80% performance‑based in 2024 .
STI metrics/weights: Net Income (56%), ADITC preservation (14%), Customer Satisfaction (15%), Service Reliability (15%) .
LTI metrics: CEPS and relative TSR vs EEI Utilities Index; TSR target at 55th percentile; CEPS target increased year‑over‑year .
Independent Compensation & HR Committee; Pay Governance retained as independent consultant; no option grants; limited perquisites; anti‑hedging/pledging .

Compensation Peer Group (used for benchmarking)

ALLETE; Alliant Energy; Atmos Energy; Avista; Black Hills; Hawaiian Electric; NorthWestern Energy Group; NW Natural Holding; OGE Energy; ONE Gas; Pinnacle West; Portland General Electric; Spire; TXNM Energy (formerly PNM Resources) .

Say‑on‑Pay

Shareholder support strong: 94.5% approval in both 2023 and 2024 advisory votes .

Performance Compensation Table (Buckham 2024)

Component	Weight	Target	Actual/Status	Payout/Units
STI – Net Income	56%	$278.0m	$289.2m	Contributes to ~166% overall STI .
STI – ADITC Preservation	14%	≥ $15m	$77m	Max tier contribution .
STI – Customer Satisfaction	15%	84.25%	82.95%	Below target .
STI – Service Reliability	15%	≤ 1.25	1.26	Slightly above target .
STI – Earned (Buckham)	—	60% of salary	—	$566,546 .
LTI – Time‑RSUs	—	—	Grant	3,203 units; $284,010 FV .
LTI – PSUs (Target)	50% CEPS/50% TSR	CEPS $14.65; TSR 55th pct	In‑flight 2024–2026	6,406 target; $537,015 FV .
PSU Outcome (2022–2024)	—	—	Earned	3,594 shares; $37,557 dividends .

Employment Terms – CIC Economics (Selected line items)

Scenario	Cash (Base + Target Bonus)	Equity (Time‑RSUs)	Equity (PSUs @ target)	Benefits/Other	Total
CIC without termination	$2,272,000	$795,231	$1,675,753	—	$2,470,984
Not for cause / Constructive discharge	$2,272,000	$795,231	$1,675,753	Welfare $49,984; Outplacement $12,000	$4,958,562
Death/Disability	—	$479,084	$1,018,996	Security Plan II PV $5,741,796	$7,239,876

Investment Implications

Alignment and retention: High at‑risk pay linked to CEPS/TSR and regulated utility KPIs; anti‑hedging/pledging plus 3× salary ownership guideline and 50% net‑share retention reduce near‑term selling pressure risk and strengthen alignment .
CIC economics: Double‑trigger severance of 2.5× base+bonus and automatic equity vesting at target introduce event‑driven payout leverage; no tax gross‑ups or 13th‑month trigger for Buckham mitigate shareholder‑unfriendly features .
Performance signals: 2024 STI paid ~166% on record net income and substantial ADITC preservation; PSU outcomes show strong CEPS delivery but TSR underperformance in 2022–2024 (24th percentile), a watchpoint for equity-relative returns despite earnings strength .
Governance support: Repeated 94.5% say‑on‑pay approval and independent compensation oversight reduce pay risk; absence of options and limited perqs lower incentive for excessive risk‑taking .