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Susan Morris

Director at IDACORPIDACORP
Board

About Susan D. Morris

Susan D. Morris is an independent director of IDACORP, Inc. (parent of Idaho Power), serving since 2023; she is 56 and currently Chief Executive Officer of Albertsons Companies (appointed May 2025) after previously serving as EVP & Chief Operations Officer (2018–2025) . She is a Colorado State University alumna and resides in Boise, Idaho, reflecting close ties to IDACORP’s service region .

Past Roles

OrganizationRoleTenureCommittees/Impact
Albertsons CompaniesEVP & Chief Operations Officer2018–2025Led operations across >2,200 stores in 35 states; accelerated digital, e‑commerce, loyalty .
Albertsons CompaniesEVP, Regional Operations; Division President (Intermountain; Denver)2013–2016 (divisions); prior years in merchandising/opsDivision leadership; retail operations execution .

External Roles

OrganizationRoleTenureNotes
Albertsons Companies (NYSE: ACI)Chief Executive Officer and Director2025–presentAppointed CEO May 2025; Director on ACI board .
Food Marketing InstituteDirectorOngoingIndustry association board service .
IDACORP, Inc.Director2023–presentIndependent director; initially appointed May 2023 .

Board Governance

  • Independence: IDACORP board determined all directors except the CEO are independent under NYSE standards and corporate guidelines; Morris is independent .
  • Committee assignments: Current member, Audit Committee (2024; eight meetings); named in Audit Committee report . Proposed post‑2025 Annual Meeting: Corporate Governance & Nominating Committee (not chair) .
  • Attendance: Board held four meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all attended the 2024 annual meeting .
  • Executive sessions: Independent chair presides; independent directors meet in executive session periodically (≥ annually) .

Fixed Compensation

Component2024 AmountNotes
Cash fees (total)$112,000 Includes $100,000 base retainer and committee retainers per schedule .
Annual stock award (grant-date fair value)$139,919 Based on closing price $88.11 on 2/29/2024 .
Total 2024 Director Compensation$251,919 No options; no meeting fees; small charitable match not applicable to Morris .

Annual director compensation schedule (policy): Base retainer $100,000; committee annual retainers—Audit $12,000; Compensation & HR $8,500; Corporate Governance & Nominating $7,500; Executive $3,000; Chair retainers—Board $100,000; Audit $15,000; Comp & HR $15,000; Corporate Governance & Nominating $12,500; Annual stock awards $140,000 .

Deferrals: Directors may defer cash fees (Moody’s utility rate interest) and stock awards into deferred stock units (DSUs) with dividend equivalents, payable in shares post-separation; DSU accounts pay out lump sum on change in control .

Performance Compensation

Metric/StructureDetails
Director equity grantAnnual stock award; grant date 2/29/2024; fair value $139,919; time-based; directors may elect DSU deferral with dividend equivalents .
Performance metrics tied to director compensationNot applicable; IDACORP does not use performance metrics (e.g., TSR) for non‑employee director equity awards .

Other Directorships & Interlocks

EntityRelationshipRelevance
Albertsons CompaniesCEO & DirectorLarge regional retailer headquartered in Boise; potential customer of Idaho Power (no related person transactions disclosed) .
Food Marketing InstituteDirectorIndustry network; no disclosed IDACORP transactions .

Expertise & Qualifications

  • Deep multi-decade retail operations leadership (store operations, merchandising, divisional and enterprise roles) supporting audit oversight of customer reliability and operations risk .
  • CEO experience with digital, e‑commerce, loyalty, retail media—useful for technology and customer strategy oversight .
  • Regional nexus to IDACORP’s service area; engagement with Boise business community .

Equity Ownership

HolderShares Beneficially OwnedPercent of ClassAs ofNotes
Susan D. Morris3,633 Less than 1% March 17, 2025 No IDACORP stock options outstanding .

Director stock ownership guidelines: Minimum ownership equal to 5× base annual retainer ($500,000), 5-year compliance window; all directors were in compliance as of Dec 31, 2024 . Anti‑hedging and anti‑pledging policies apply equally to directors; hedging and pledging prohibited .

Related Party & Conflicts Review

  • Related person transactions: Proxy discloses Perkins Coie engagement (Malmen spouse), and compensation of certain Idaho Power employee relatives; no related person transaction involving Susan Morris was reported .
  • Governance process: Corporate Governance & Nominating Committee pre‑approves/oversees related person transactions (>$120,000) and charitable contributions; arm’s‑length standards required .

Say‑on‑Pay & Shareholder Feedback

  • 2024 say‑on‑pay advisory vote: 94.5% approval, signaling strong support for compensation practices and governance framework .

Governance Assessment

  • Strengths: Independent status; strong attendance; active on Audit with eight meetings; robust anti‑hedging/pledging; clear director stock ownership guidelines with compliance; director equity aligns interests; board conducts annual self‑evaluations and maintains independent committee structures .
  • Potential risks/monitoring items: Dual role as CEO of a major regional retailer could present perceived interlocks; no related transactions disclosed, but continued oversight warranted where Idaho Power is a supplier to commercial customers (monitor through related‑party policy reviews) .

Notes on Committee Transitions

  • Current: Audit Committee member, named in Audit Committee report .
  • Proposed post‑2025 meeting: Corporate Governance & Nominating Committee member (chair positions remain with other directors) .