Dennis Johnson
IDACORPAbout Dennis L. Johnson
Dennis L. Johnson, age 70, has served on the IDACORP Board since 2013 and became independent Chair of the Board effective May 16, 2024 . He is an independent director under NYSE standards and IDACORP’s Corporate Governance Guidelines, and he presides over executive sessions of independent directors as part of the company’s independent chair structure . As Board Chair, he sits on and chairs the Executive Committee, providing oversight of risk management and financing approvals .
Past Roles
Not disclosed in the extracted proxy text; see the “Nominees for Election” section for full biographies .
External Roles
Not disclosed in the extracted proxy text; see the “Nominees for Election” section for full biographies .
Board Governance
- Independence: Identified as an independent director nominee; all directors other than the CEO are independent under NYSE and company guidelines .
- Leadership: Independent Chair of the Board (effective May 16, 2024); presides over executive sessions of independent/non-management directors .
- Committee assignments: Chairs and serves on the Executive Committee; not listed on Audit, Compensation & HR, or Corporate Governance & Nominating .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of board and committee meetings, and all directors attended the 2024 annual meeting .
- Shareholder engagement: In 2024, management and the chairs of the Board and Compensation & HR Committee contacted holders of over 50% of shares and met with holders of ~17%, with strong say‑on‑pay support (94.5%) .
- Policies: Board independence, majority vote resignation policy, mandatory retirement age 72, annual elections, prohibition on hedging/pledging, stock ownership requirements, and regular executive sessions .
Committee assignments
| Committee | Role |
|---|---|
| Executive Committee | Chair and member |
| Audit | Not listed |
| Compensation & HR | Not listed |
| Corporate Governance & Nominating | Not listed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $105,500 | $189,667 |
| Stock Awards ($) | $119,944 | $139,919 |
| Total ($) | $225,444 | $329,586 |
| Annual Director Compensation Structure (Applies to all non-employee directors) | Base retainer $85,000; equity $120,000; Chair add’l $100,000; committee chairs $10–$15k; committee retainers $3–$12k | Base retainer $100,000; equity $140,000; Chair add’l $100,000; committee chairs $12.5–$15k; committee retainers $3–$12k |
- Deferrals: Directors may defer cash retainers (credited at Moody’s utility long-term rate) and annual stock awards into DSUs, paid in stock upon separation; change-in-control triggers lump-sum distribution of deferral accounts .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging company securities .
Performance Compensation
- Directors do not receive performance-based incentive pay; annual equity awards are fixed-value stock grants measured at grant-date fair value (no options) .
- Company change-in-control terms (Plan-level): For awards under the LTIP, RSUs and performance awards vest/are deemed earned at target and pay out upon change in control; awards are subject to clawback policies .
Other Directorships & Interlocks
Not disclosed in the extracted proxy content; no compensation committee interlocks disclosed in 2024 .
Expertise & Qualifications
- Governance credentials: Independent Chair role with responsibility for board leadership and executive sessions .
- Committee oversight: Executive Committee oversight of risk management and financing transactions .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 16,572 shares (includes direct and plan holdings) |
| Deferred Stock Units and Dividend Equivalents | 14,291 units included in beneficial ownership |
| Ownership as % of Outstanding | <1% (individual) |
| Stock Ownership Guidelines | Directors must own ≥5× base annual retainer; as of 12/31/2024, all directors compliant (2024 base retainer $100,000 → guideline $500,000) |
| Hedging/Pledging | Prohibited for directors |
Governance Assessment
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Strengths:
- Independent Chair structure since 1999 enhances board oversight and separates management leadership from board leadership .
- Strong shareholder support (94.5% say‑on‑pay in 2024) and active engagement by Board/committee chairs .
- Robust governance policies (resignation policy, mandatory retirement age, stock ownership, anti‑hedging/pledging, committee independence) .
- Director compensation calibrated to market and includes equity to align with shareholders; deferral mechanisms further alignment .
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Watch items:
- Plan-level change-in-control acceleration for RSUs/performance awards (including director grants) can be viewed as shareholder-unfriendly; though subject to clawback and independent administration .
- Ensure ongoing disclosure of any related-party transactions; none involving Johnson were disclosed for 2024 .
Related Party Transactions & Conflicts
- No related person transactions involving Dennis L. Johnson disclosed; 2024 related person transactions involved other officers, reviewed and approved under the company’s policy .
- Corporate policy requires prior committee approval and board review for transactions >$120,000 involving related persons .
Compensation Structure Analysis
- Year-over-year changes: Base retainer increased from $85,000 (2023) to $100,000 (2024); annual stock awards increased from $120,000 to $140,000; committee chair retainers modestly increased, Chair of the Board remained $100,000 .
- Mix: Johnson’s total compensation rose from $225,444 (2023) to $329,586 (2024), reflecting higher cash retainer (including Chair role) and larger equity grant; no options or variable performance awards for directors .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay advisory vote received 94.5% support; shareholder engagement included outreach to holders of over 50% and meetings with ~17% of outstanding shares .