Mark Peters
IDACORPAbout Dr. Mark T. Peters
Independent director of IDACORP since February 2021; age 60 as of the 2025 proxy, serving concurrently on the Executive Committee . He is President & CEO of MITRE (appointed 2024), and a recognized expert in nuclear energy and national security with a Ph.D. in Geophysical Sciences (University of Chicago) and a B.S. in Geology (Auburn) . The board determined all directors other than the CEO are independent under NYSE standards; Peters is independent .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Idaho National Laboratory (DOE) | Laboratory Director; President, Battelle Energy Alliance | 2015–Dec 2020 | Led multi-program national lab (~$1.4B budget), nuclear energy and security focus |
| Battelle Memorial Institute | EVP, Laboratory Operations (Global Lab Ops) | Pre-MITRE; through 2023 | Governance/oversight of DOE/DHS labs |
| Argonne National Laboratory | Assoc. Laboratory Director, Energy & Global Security; prior deputy roles | Prior to 2015 | Managed energy/security R&D portfolio |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| MITRE | President & CEO | Nonprofit FFRDC operator | Oversees diverse government R&D centers; appointed 2024 . |
| National Academies | Member, National Academy of Engineering; Board on Human-Systems Integration (service noted) | Professional Society | NAE member; ANS Fellow; Smyth Award 2023 . |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments (current) | Executive Committee member; not listed on Audit, Compensation & HR, or Corporate Governance & Nominating . |
| Proposed committees post-2025 AGM | Executive Committee . |
| Independence | Independent director under NYSE and company guidelines . |
| Board leadership | Independent Chair (Dennis L. Johnson) and separate CEO/Chair roles . |
| Attendance and meetings | Board met 4 times in 2024; each director attended ≥75% of board and relevant committee meetings . |
| Executive sessions | Independent directors meet in executive session; independent chair presides . |
| Anti-hedging/pledging | Directors prohibited from hedging or pledging company stock . |
| Shareholder engagement & Say‑on‑Pay | Company outreach to holders >50% aggregate; 2024 say-on-pay received 94.5% approval; reiteration of 94.5% in 2025 proxy highlights . |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Options | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 (reported in 2025 proxy) | 107,500 | 139,919 | — | — | 247,419 |
Director compensation structure (2024): Base retainer $100,000; committee retainers: Audit $12,000; Compensation & HR $8,500; Corporate Governance & Nominating $7,500; Executive $3,000; chair premiums: Board $100,000; Audit $15,000; Comp & HR $15,000; CG&N $12,500; annual stock awards $140,000 .
Performance Compensation
- No performance-based director pay or options; annual equity is time-based stock awards under the director program .
- Directors may defer cash fees and stock awards; deferred stock units accrue dividend equivalents; distributions made in shares upon separation; change-in-control triggers lump-sum distribution of deferrals .
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Potential Business Overlap with IDACORP |
|---|---|---|---|
| MITRE | President & CEO | No (nonprofit) | None disclosed; no related-party transactions identified . |
- No other public company directorships disclosed in IDACORP materials for Peters .
Expertise & Qualifications
- Nuclear energy and national security expert; prior DOE national lab leadership (INL Director; Argonne ALD) .
- Education: Ph.D. Geophysical Sciences (University of Chicago); B.S. Geology (Auburn University) .
- Recognitions: National Academy of Engineering member; American Nuclear Society Fellow; 2023 Henry DeWolf Smyth Nuclear Statesman Award .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| March 17, 2025 | 6,364 | <1% | Beneficial ownership per SEC rules; no IDACORP stock options outstanding overall; anti-hedging/pledging policy applies . |
| Ownership guidelines | Directors must own stock equal to 5× base retainer ($500,000 target); all directors were in compliance as of Dec 31, 2024 . |
Governance Assessment
- Board effectiveness and independence: Peters is independent and serves on the Executive Committee, which is composed of the CEO and standing committee chairs, indicating involvement in risk oversight and financing approvals . Executive sessions and an independent chair strengthen oversight .
- Alignment and incentives: Director pay balances cash retainer with meaningful annual stock awards ($140K program level), with anti‑hedging/pledging and ownership guidelines promoting alignment; all directors in compliance with ownership guidelines at year‑end 2024 .
- Attendance/engagement signal: Company discloses each director met at least the 75% attendance threshold in 2024 and reports strong investor support on say‑on‑pay (94.5%), supporting investor confidence in governance practices .
- Conflicts/related‑party: No related‑party transactions disclosed involving Peters; related‑party disclosures in the proxy involve other individuals/entities and were reviewed/approved by the Corporate Governance & Nominating Committee .
- Bandwidth consideration: Peters is a sitting CEO at MITRE; while no overboarding issues are disclosed, time‑commitment should be monitored given executive responsibilities .
RED FLAGS: None disclosed specific to Peters. No hedging/pledging permitted by policy . No related‑party transactions involving Peters identified . Strong say‑on‑pay support (94.5%) mitigates compensation governance concerns .