Scott Madison
IDACORPAbout Scott W. Madison
Independent director of IDACORP and Idaho Power since February 13, 2025; age 60. Retired in January 2025 as EVP of Business Development and Gas Supply for MDU Utilities Group (Intermountain Gas, Cascade Natural Gas, Montana-Dakota Utilities). CPA; B.S. in Accounting (minor in Economics) from the University of Idaho; former senior manager at Arthur Andersen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MDU Utilities Group (Intermountain Gas, Cascade Natural Gas, Montana-Dakota Utilities) | EVP, Business Development & Gas Supply | 1997 – Jan 2025 | Senior utility leadership across gas supply and business development |
| Arthur Andersen | Senior Manager | Prior to 1997 | Audit/assurance background; CPA credential |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Idaho Governor’s Cup | Vice Chairman | Current | Idaho civic/education fundraiser |
| Idaho Judicial Council | Member | Current | State judicial oversight body |
| University of Idaho Foundation | Member | Current | Higher-ed foundation governance |
| Idaho Energy Resources Authority | Member | Current | State energy financing authority |
| Northwest Gas Association | Director/Chair (Past) | Past | Regional gas industry association |
| Idaho Association of Commerce & Industry | Director/Chair (Past) | Past | State business association |
| Boise Metro Chamber of Commerce | Director/Chair (Past) | Past | Regional commerce leadership |
| Association of Washington Business; Western Energy Institute; Idaho Ducks Unlimited; Better Business Bureau of Idaho | Board roles (Past) | Past | Broader regional network and governance exposure |
Board Governance
- Independence: Board determined Madison is independent under NYSE standards; no related-person transactions under Item 404(a) at appointment .
- Committee assignments: Audit Committee member upon appointment (Feb 13, 2025); board also identifies him as an “audit committee financial expert” .
- Proposed post-AGM 2025 committees: Audit (member) .
- Audit Committee cadence: met eight times in 2024 (context for expected workload) .
- Board structure and practices: Independent board chair; annual election of directors; mandatory retirement at 72; executive sessions of independent directors; majority vote resignation policy; stock ownership requirement for directors; anti-hedging/anti-pledging policy .
| Committee | Role | Financial Expert | As of | 2024 Meeting Count (context) |
|---|---|---|---|---|
| Audit | Member | Yes | Feb 13, 2025 | 8 meetings in 2024 |
Fixed Compensation
- Baseline director pay framework (2024 levels for non-employee directors, applicable structure for 2025 unless changed):
- Annual cash retainer: $100,000; Audit Committee member retainer: $12,000; CHR Committee: $8,500; Governance & Nominating: $7,500; Executive Committee: $3,000; Additional annual chair retainers: Board Chair $100,000; Audit Chair $15,000; CHR Chair $15,000; Governance Chair $12,500 .
- 2024 changes: base retainer increased from $85,000 to $100,000; annual stock awards increased from $120,000 to $140,000; certain chair retainers increased (pay-level step-up continues into 2024) .
| Component | Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Audit Committee member retainer | $12,000 |
| Annual director stock award (baseline) | $140,000 (grant-date fair value) |
- Madison’s 2025 onboarding grant: ~ $140,000 in IDACORP common stock on or about March 1, 2025 under the Non‑Employee Directors Stock Compensation Plan; other elements consistent with proxy and prorated for partial year .
Performance Compensation
| Program | Performance metrics | Notes |
|---|---|---|
| Director equity | None disclosed for directors | Non-employee directors receive annual stock awards; proxy describes dollar value awards, not performance-conditioned director equity |
Other Directorships & Interlocks
- Current public company boards: IDACORP, Inc. and Idaho Power Company (same board composition) .
- Potential interlocks/conflicts: Retired Jan 2025 from MDU Utilities Group (Intermountain Gas serves Idaho). Board determined independence; no related-person transactions at appointment; anti-hedging/pledging policy in place .
| Entity | Type | Relationship risk signal | Company disclosure |
|---|---|---|---|
| MDU Utilities Group (Intermountain Gas, Cascade Natural Gas, MDU) | Gas utilities | Sector adjacency in Idaho; now retired | Board determined independence; no Item 404(a) related transactions |
| Idaho Energy Resources Authority | State entity | Policy/financing adjacency | Disclosed membership in press release |
Expertise & Qualifications
- CPA; University of Idaho B.S. in Accounting (minor in Economics) .
- Deep utility sector experience (gas supply, business development) since 1997; prior Big Four legacy audit experience (Arthur Andersen) .
- Designated audit committee financial expert by the board .
Equity Ownership
| Ownership detail | Amount/Policy |
|---|---|
| Beneficial ownership | 1,187 (includes stock units and dividend equivalents for deferred annual stock awards) |
| Ownership % of class | “*” less than 1% (per proxy tabulation) |
| Shares outstanding reference | 54,020,021 shares outstanding as of March 17, 2025 |
| Director ownership guideline | 5x annual cash retainer (i.e., $500,000) within 5 years of appointment |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
-
Strengths:
- Financial oversight credentials (CPA; audit financial expert) aligned to Audit Committee role; independence affirmed; no related-party transactions at appointment .
- Extensive Idaho and regional utility network and regulatory familiarity (Idaho Energy Resources Authority; prior gas utility leadership), supporting sector-relevant oversight .
- Equity alignment via annual stock grant and director ownership policy (5x retainer within 5 years); anti‑hedging/pledging mitigates misalignment risk .
-
Watchpoints / potential red flags to monitor:
- Post‑retirement ties to gas utility ecosystem in ID/WA region (e.g., former MDU affiliates) — no related transactions disclosed, but monitor any future IDACORP contracting or policy interfaces for perceived conflicts .
- Director pay step-up in 2024 (cash retainer and equity award increased) raises ongoing pay inflation baseline; ensure pay remains aligned with workload and shareholder outcomes .
- Attendance data for Madison will first appear in the next proxy; company standard is ≥75% attendance and broad engagement, but specific 2025 attendance should be reviewed when disclosed .
-
Shareholder sentiment context: 2024 say‑on‑pay approval of 94.5% indicates supportive investor base toward compensation governance framework (for executives; not director-specific) .