Michael Kennedy
IDACORPAbout Michael J. Kennedy
Michael J. Kennedy is an independent director of IDACORP and Idaho Power elected on May 15, 2025; he is age 53 per the company’s 2025 proxy and serves on the Audit Committee . Kennedy co-founded and served as CEO of Zelle Payments Network and later led Interstellar and Velo Labs; he also held senior roles at OFX North America and Wells Fargo. He earned an MBA (with distinction) from Harvard Business School and bachelor’s and master’s degrees in industrial engineering from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zelle Payments Network (clearXchange) | Co-founder & CEO | Not disclosed | Built national P2P payments network; fintech leadership |
| Interstellar | CEO | Not disclosed | Led blockchain-enabled cross-border payments initiatives |
| Velo Labs | CEO | Not disclosed | Financial services/platform leadership |
| OFX North America | President | Not disclosed | Consumer FX/payments growth leadership |
| Wells Fargo | Executive Vice President | Not disclosed | Led payment strategy/innovation and wealth management |
| McKinsey & Company | Strategy Consultant | Early career | Financial services advisory foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Savings Bank (ASB Hawaii) | Director | Current | Banking board service; fintech/finance expertise |
| Hawaiian Electric Industries | Director | Former | Utility industry board experience; former role only |
Board Governance
- Independence: Identified as independent under NYSE standards; board comprised largely of independent directors with executive sessions .
- Committee assignments: Audit Committee member; board highlights show independent status and audit assignment post-election .
- Board leadership: Independent Chair separate from CEO; established risk oversight across committees .
- Annual election and resignation policy: Majority-withhold resignation policy in uncontested elections .
- 2025 election outcome: Kennedy received 43,926,667 “For” votes, 281,676 “Withheld”; elected with plurality .
Fixed Compensation (Director Compensation Structure)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | For service on IDACORP and Idaho Power boards |
| Committee Annual Retainers | Audit: $12,000; Comp & HR: $8,500; Corp Gov & Nominating: $7,500; Executive: $3,000 | Paid for membership; chairs receive additional retainers |
| Chair Retainers | Board Chair: $100,000; Audit Chair: $15,000; Comp & HR Chair: $15,000; Corp Gov Chair: $12,500 | |
| Annual Stock Award | $140,000 grant-date fair value | 2024 grant value used; measured per FASB ASC 718 |
Deferrals: Directors may defer cash retainers (credited at Moody’s utility long-term rate) and stock awards into deferred stock units; distributed in stock at separation or upon change-in-control in lump sum .
Performance Compensation
- Non-employee directors do not receive performance-based cash or option awards; annual equity is time-based and may be deferred. No performance metrics apply to director compensation (stock options are not used) .
Other Directorships & Interlocks
- Current ASB directorship creates informational network in banking; no disclosed related-party transactions with IDACORP/Idaho Power involving Kennedy .
- Former HEI directorship adds utility governance experience; HEI operates in Hawaii, not IDACORP’s footprint, reducing competitive conflict risk .
Expertise & Qualifications
- Fintech/payments leadership (Zelle co-founder/CEO; Interstellar/Velo Labs) .
- Banking operations and strategy (OFX North America President; Wells Fargo EVP) .
- Education: MBA (Harvard, with distinction); BS/MS in Industrial Engineering (Stanford) .
Equity Ownership
| Data Point | Value | Source |
|---|---|---|
| Beneficial ownership at proxy record date (Mar 17, 2025) | 0 shares (nominee status) | |
| Initial Form 3 (as of May 15, 2025) | 0 shares beneficially owned | |
| Director ownership guideline | 5× base annual retainer ($500,000 in stock) | |
| Time allowed to meet guideline | 5 years from initial election/appointment | |
| Hedging/pledging | Prohibited for directors and officers |
Notes:
- As a new director elected in May 2025, Kennedy has up to five years to meet the stock ownership guideline; deferred stock units from director grants count toward compliance when distributed in stock .
- No pledging or hedging permitted, supporting alignment and risk control .
Insider Filings
| Filing | Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | May 15, 2025 | Reports 0 shares beneficially owned; relationship: Director |
Governance Assessment
- Strengths: Independent status; Audit Committee assignment aligns with financial and risk oversight experience; board has strong governance (independent chair, executive sessions, clawback policy for executives, anti-hedging/pledging) .
- Alignment: Director ownership guideline (5× retainer) and stock deferral program promote long-term alignment; new-director 5-year window is standard .
- Engagement signals: 2025 election support strong (≈43.9M votes For; low Withheld), and broader say‑on‑pay support at 94.5% in 2024 indicates investor confidence in governance/compensation frameworks .
- RED FLAGS to monitor: New director currently reports no share ownership (expected at onboarding); track progress toward ownership guideline within the 5-year window . No related‑party transactions disclosed involving Kennedy; continue monitoring annual related‑party reviews .
Committee & Attendance Snapshot
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Member | Financial reporting, controls, cybersecurity/risk oversight; meets regularly (8 meetings in 2024) . |
Board attendance expectations: Directors are expected to attend board and committee meetings; board met four times in 2024 with at least 75% attendance by each then-serving director. Kennedy’s attendance will be reportable in future proxies, as he joined in 2025 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay advisory vote received 94.5% approval; management and board chairs engaged shareholders holding ~50% of shares, meeting ~17% to discuss governance and compensation .
Related‑Party Transactions and Conflicts
- Policy requires Corporate Governance & Nominating Committee review/approval of transactions >$120,000 with related persons; prohibited hedging/pledging; charitable contributions to related entities require prior approval. No related‑party transactions disclosed for Kennedy; 2024 examples involved other personnel and were reviewed/approved .
Implications for Investors
- Kennedy’s fintech and banking expertise complements IDACORP’s rising digital/customer engagement needs and Audit oversight, potentially enhancing board effectiveness on cybersecurity, payments, and customer experience. Independence, audit assignment, and strong election support are positive governance signals; track ownership guideline compliance and continued committee contributions for alignment and engagement .