Odette Bolano
IDACORPAbout Odette C. Bolano
Independent director of IDACORP since 2020; age 65. Former President & CEO of Saint Alphonsus Health System (Trinity Health West Region) with a career spanning senior executive roles at Kaiser Permanente and other health systems; Fellow of the American College of Healthcare Executives. Education: BSN (Texas Christian University) and MHA (University of Houston–Clear Lake). Proposed to serve on the Corporate Governance & Nominating Committee following the 2025 annual meeting; currently an independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Health – West Region (Saint Alphonsus + Saint Agnes) | CEO, West Region; President & CEO, Saint Alphonsus Health System | 2018–2024 (retired June 2024) | Led multi-hospital, multi-state regional system; quality and growth initiatives recognized nationally |
| Saint Alphonsus Regional Medical Center | President | 2015–2018 | Executive leadership of Boise flagship hospital |
| Kaiser Permanente – East Bay | Senior Vice President | Pre-2015 | Senior leadership in integrated delivery system operations |
External Roles
| Organization | Role | Capacity/Notes |
|---|---|---|
| American Board of Internal Medicine (ABIM) Foundation | Board of Trustees (appointed 2022) | National healthcare governance role |
| Idaho Hospital Association | Board member | Idaho health policy and advocacy |
| Boise Metro Chamber of Commerce | Board member | Regional economic development and business engagement |
| Boise Valley Economic Partnership | Board member | Economic development partnership |
| Idaho Business for Education | Board member | Education policy engagement |
| Boise State University Foundation; BSU College of Health Sciences | Board/Advisory roles | Higher-ed philanthropy and health sciences |
| Carol Emmott Foundation | Board/Member | National leadership development for women in healthcare |
Board Governance
- Current committee assignments (as of proxy date): Compensation & Human Resources Committee member; independent director. Audit, Corporate Governance & Nominating, Executive: not assigned as of the proxy date. During 2024, the Compensation & HR Committee met four times and is composed solely of independent directors.
- Proposed committees post-2025 annual meeting: Corporate Governance & Nominating member (reflects refresh/rotation).
- Attendance: Board met four times in 2024; each director attended at least 75% of board and committee meetings; all then-serving directors attended the 2024 annual meeting. Historical (2022) audit attendance for Ms. Bolano was 83% when she served on Audit that year.
- Independence: Board determined all non-CEO directors, including Ms. Bolano, are independent under NYSE and company guidelines; independent chair structure in place.
- Investor alignment signals: 2024 say‑on‑pay support 94.5% positive; board conducts annual self-evaluations and maintains majority independent composition.
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Base annual retainer | $100,000 | 2024 structure |
| Committee annual retainers | Audit: $12,000; Comp & HR: $8,500; Corporate Gov & Nominating: $7,500; Executive: $3,000 | 2024 structure |
| Chair retainers | Board Chair: $100,000; Audit Chair: $15,000; Comp & HR Chair: $15,000; Corp Gov Chair: $12,500 | 2024 structure |
| Annual stock award (time-based) | $140,000 | Grant-date FV; no options |
| 2024 Director Compensation (Earned) | Cash Fees | Stock Awards | Options | Other | Total |
|---|---|---|---|---|---|
| Odette C. Bolano | $108,500 | $139,919 | — | — | $248,419 |
- Deferrals and ownership: Cash retainers can be deferred with interest at Moody’s utility rate; stock awards can be deferred as stock units with dividend equivalents, paid in shares upon separation. Ownership guideline: 5× annual retainer; all directors in compliance as of 12/31/2024. Anti‑hedging and anti‑pledging policies apply to directors.
Performance Compensation
- Directors do not receive performance-based pay or options; annual equity grants are time-based only. Oversight relevance: as a current Comp & HR Committee member, Ms. Bolano helps oversee executive incentive designs and outcomes, which are key to governance risk and investor alignment.
| 2024 Executive Short‑Term Incentive Metrics (Oversight Context) | Threshold | Target | Maximum | Weight | 2024 Actual |
|---|---|---|---|---|---|
| Customer Satisfaction (Index) | 81.50% | 84.25% | 85.75% | 15% | 82.95% |
| Service Reliability (avg outage incidents) | ≤1.60 | ≤1.25 | ≤1.05 | 15% | 1.26 |
| Net Income (IDACORP, $mm) | $270.0 | $278.0 | $283.0 | 56% | $289.2 |
| Preservation of ADITCs ($mm) | ≥$5.0 | ≥$15.0 | ≥$50.0 | 14% | $77 |
- Long‑term incentive metrics (executive oversight): 2024–2026 CEPS target $14.65; TSR target 55th percentile vs. EEI Utilities Index.
Other Directorships & Interlocks
- Public company boards: None disclosed beyond IDACORP/Idaho Power.
- Non‑profit and civic boards: Idaho Hospital Association; Boise Metro Chamber; Boise Valley Economic Partnership; Idaho Business for Education; BSU Foundation/Health Sciences; Carol Emmott Foundation; ABIM Foundation (trustee). No interlocks with IDACORP compensation consultants disclosed.
Expertise & Qualifications
- Healthcare systems leadership (regional multi-hospital CEO), operations and strategy; regulated stakeholder engagement; board-level governance in healthcare foundations. FACHE credential; BSN and MHA (TCU, UH–Clear Lake). These skills support oversight of human capital, customer service/reliability, and community/regulatory engagement material to a regulated utility.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Odette C. Bolano | 6,822 | <1% |
- No IDACORP stock options outstanding company‑wide as of March 17, 2025; directors/officers prohibited from hedging/pledging stock. Director ownership guidelines require 5× retainer; all directors in compliance as of 12/31/2024.
Governance Assessment
- Strengths and signals: Independent director with strong community and stakeholder experience; current service on the Comp & HR Committee (shifting to Corporate Governance & Nominating post‑meeting) provides continuity on pay oversight and board refreshment; robust anti‑hedging/pledging and ownership policies; high shareholder support for executive pay (94.5% in 2024). Attendance requirements met (≥75%) and prior board/committee attendance records show engagement.
- Conflicts/related-party exposure: No related‑person transactions disclosed involving Ms. Bolano in 2024/2025 proxy; company’s related‑party policy administered by Corporate Governance & Nominating provides pre‑approval and transparency.
- Risks/red flags: None material identified in filings for Ms. Bolano. Committee interlocks: none disclosed; consultant independence maintained (Pay Governance).
Context for investors: Ms. Bolano’s background in complex, regulated, stakeholder-heavy healthcare systems translates to board oversight focus on reliability, customer satisfaction, and human capital—areas directly embedded in IDACORP’s executive incentive metrics. Her shift to Corporate Governance & Nominating post‑2025 meeting aligns her expertise with ESG/corporate responsibility oversight, enhancing board effectiveness and investor confidence.