Judith Johansen
IDACORPAbout Judith A. Johansen
Independent director at IDACORP since 2007; age 66. She currently chairs the Compensation & Human Resources (C&HR) Committee and serves on the Corporate Governance & Nominating (CGN) Committee and Executive Committee; she is deemed independent under NYSE standards and the company’s Corporate Governance Guidelines . A utility-industry veteran, Johansen previously served as President & CEO of PacifiCorp (2001–2006), CEO/Administrator of Bonneville Power Administration (1998–2000), VP of Business Development at Avista Energy, and President of Marylhurst University (2008–2013); earlier, she was a partner at Gordon Thomas Honeywell . Education: BA, Colorado State University; JD, Northwestern School of Law of Lewis & Clark College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PacifiCorp | President & CEO; previously EVP, Regulation & External Affairs | CEO 2001–2006; EVP 2000–2001 | Led a major Western regulated electric utility |
| Bonneville Power Administration | CEO/Administrator | 1998–2000 | Ran a major federal power marketing administration |
| Avista Energy (Washington Water Power) | Vice President, Business Development | 1996–1998 | Wholesale power marketing leadership |
| Marylhurst University | President | 2008–2013 | Institutional leadership (higher education) |
| Gordon Thomas Honeywell (law firm) | Partner | Prior to utility executive roles | Energy/regulatory legal practice |
External Roles
| Organization | Role | Status/Committees |
|---|---|---|
| Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals | Director since 2006; Chair, Finance Committee; member, Executive; Audit & Compliance; director at Risant Health, Inc. | Active; healthcare sector boards (non-public) |
| Hydrostor | Board member | Energy storage company (private) |
| Roseburg Forest Products | Director | Private industrial company |
| Prior public boards | Pacific Continental Corporation; Cascade Bancorp; Schnitzer Steel (as reflected in 2016 proxy) | Historical public directorships |
Board Governance
- Current IDACORP committee roles: Chair of C&HR; member of CGN and Executive Committees; independent director .
- Proposed post-annual meeting (2025) committee placements keep her as C&HR Chair; member CGN and Executive; board remains majority independent with independent chair .
- Meeting cadence (2024): Board met 4 times; each director attended at least 75% of board/committee meetings; all attended the 2024 annual meeting .
- Committee activity (2024): C&HR met 4 times; CGN met 5 times; Executive met 3 times; Audit met 8 times (Johansen not on Audit) .
- As C&HR Chair, Johansen led the committee that retained independent consultant Pay Governance, met in executive session without management, and signed the C&HR Committee Report .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $134,000 | Sum of base retainer and committee/chair retainers (see structure below) |
| Stock Awards (grant date fair value) | $139,919 | Based on closing price $88.11 on Feb 29, 2024 |
| Total | $273,919 | No options, bonus, or other comp reported |
Director compensation structure (for 2024):
| Retainer Type | Amount |
|---|---|
| Base Retainer | $100,000 |
| Committee Annual Retainers | Audit $12,000; C&HR $8,500; CGN $7,500; Executive $3,000 |
| Additional Chair Annual Retainers | Board Chair $100,000; Audit Chair $15,000; C&HR Chair $15,000; CGN Chair $12,500 |
| Annual Stock Awards | $140,000 (grant-date fair value) |
Her $134,000 cash aligns with: $100,000 base + $15,000 C&HR Chair + $8,500 C&HR member + $7,500 CGN member + $3,000 Executive member .
Performance Compensation (Director Equity Program)
| Element | Detail |
|---|---|
| Annual Stock Award | $139,919 grant-date fair value; valued using $88.11 closing price on 2/29/2024 |
| Deferral | Directors may defer stock awards into deferred stock units (DSUs) with dividend equivalents; distributed in stock upon separation; lump sum or up to 10 annual installments; change-in-control triggers lump sum |
| Hedging/Pledging | Directors prohibited from hedging or pledging company securities |
Other Directorships & Interlocks
| Company | Sector | Role/Committee Interlocks | Potential Conflict View |
|---|---|---|---|
| Kaiser Foundation Health Plan; Kaiser Foundation Hospitals; Risant Health | Healthcare | Finance Chair (Kaiser), Executive, Audit & Compliance member | No direct commercial ties disclosed to IDACORP; different industry; low conflict risk |
| Hydrostor | Energy storage | Director | Technology adjacency may inform grid/storage insights; no related-party transactions disclosed |
| Roseburg Forest Products | Industrials | Director | No disclosed related-party transactions |
| Prior public boards | Financials/Materials | Pacific Continental; Cascade Bancorp; Schnitzer Steel (historical) | Historical; no current interlock conflicts noted |
Expertise & Qualifications
- Deep utility leadership: former CEO of PacifiCorp and former BPA Administrator; executive experience in regulation, operations, and strategy .
- Compensation governance: current C&HR Chair; led independent consultant engagement and CD&A oversight .
- Legal and regulatory: JD (Lewis & Clark); former law firm partner; extensive regulatory interface .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Judith A. Johansen | 28,760 | Includes 28,760 stock units and dividend equivalents for deferred annual stock awards; payable in stock upon separation; less than 1% of shares outstanding |
| Options | None outstanding for IDACORP common stock as of Mar 17, 2025 | Company-wide no stock options outstanding |
| Ownership Guidelines | 5x base annual retainer ($500,000) for directors; all directors in compliance as of Dec 31, 2024 | Johansen permitted to defer equity; anti-hedging/pledging applies |
Board Governance Signals
- Independence and structure: Board majority independent; independent chair; Johansen is independent and chairs C&HR; regular executive sessions strengthen oversight .
- Engagement and attendance: Each director attended at least 75% of meetings; all directors attended the 2024 annual meeting—supports engagement .
- Compensation governance: C&HR uses independent consultant (Pay Governance), meets without management, and maintains clawback policy for executives; Johansen signed the committee report—indicating active oversight .
- Shareholder sentiment: Say‑on‑pay received ~94.5% support in 2024—positive signal for pay-for-performance alignment overseen by her committee .
Fixed Compensation (Structure) – Interpretation
- Cash comp is heavily retainer-based with modest committee and chair premiums; equity is granted annually and can be deferred into DSUs—aligns director incentives with shareholder outcomes without performance metrics that could impair independence .
Potential Conflicts & Related‑Party Exposure
- The company’s related‑person transactions disclosure lists several items, none involving Johansen; no loans or related‑party dealings disclosed for her .
- Anti‑hedging and anti‑pledging policies for directors mitigate alignment risks .
Governance Assessment
- Strengths: Seasoned utility operator leading the C&HR Committee; independent status; robust compensation governance (independent consultant, executive sessions, clawback); strong shareholder support for pay; compliant ownership posture with DSUs and anti‑hedge/pledge safeguards .
- Watch items: Multiple outside boards (notably healthcare and energy storage) necessitate ongoing monitoring for time commitments and any emerging interlocks; no current related‑party issues disclosed .
Overall, Johansen’s profile and committee leadership support investor confidence in board effectiveness and compensation oversight, with no material red flags identified in the latest proxy cycle .