IDACORP INCIDA
IDACORP INC Stock Compensation Disclosure
SHARE-BASED COMPENSATION
No equity compensation costs have been capitalized. These costs are primarily reported within "Other operations and maintenance" expense on the consolidated statements of income.
IDACORP has one share-based compensation plan — the LTICP. The LTICP (for officers, key employees, and directors) permits the grant of stock options, restricted stock and restricted stock units, performance shares and performance-based units, and several other types of share-based awards. At December 31, 2025, the maximum number of shares available under the LTICP was 1,119,104.
Restricted Stock Unit and Performance-Based Unit Awards
Restricted stock unit awards have -year vesting periods, entitle the recipients to dividend equivalents, and units do not have voting rights until the units are vested and settled in shares. Unvested awards are restricted as to disposition and subject to forfeiture under certain circumstances. The fair value of these awards is based on the closing market price of common stock on the grant date and is charged to compensation expense over the vesting period, reduced for any forfeitures during the vesting period.
Performance-based unit awards have three-year vesting periods and do not have voting rights until the units are vested and settled in shares. Unvested awards are restricted as to disposition, subject to forfeiture under certain circumstances, and subject to the attainment of specific performance conditions over the three-year vesting period. The performance conditions are two equally-weighted metrics, cumulative earnings per share (CEPS) and total shareholder return (TSR) relative to a peer group. Depending on the level of attainment of the performance conditions and the year issued, the final number of shares awarded can range from zero to 200 percent of the target award. Dividend equivalents are accrued during the vesting period and paid out based on the final number of shares awarded.
The grant-date fair value of the CEPS portion is based on the closing market value at the date of grant, reduced by the loss in time-value of the estimated future dividend payments. The fair value of this portion of the awards is charged to compensation expense over the requisite service period based on the estimated achievement of performance targets, reduced for any forfeitures during the vesting period. The grant-date fair value of the TSR portion is estimated using the market value at the date of grant and a statistical model that incorporates the probability of meeting performance targets based on historical returns relative to the peer group. The fair value of this portion of the awards is charged to compensation expense over the requisite service period, provided the requisite service period is rendered, regardless of the level of TSR metric attained.
A summary of restricted stock units and performance-based units award activity is presented below. Idaho Power unit amounts represent the portion of IDACORP amounts related to Idaho Power employees:
| IDACORP | Idaho Power | |||||||||||||||||||||||||
| Number of Units | Weighted-Average Grant Date Fair Value | Number of Units | Weighted-Average Grant Date Fair Value | |||||||||||||||||||||||
| Nonvested units at January 1, 2025 | 234,809 | $ | 94.73 | 233,577 | $ | 94.73 | ||||||||||||||||||||
| Units granted | 82,344 | 107.76 | 81,973 | 107.76 | ||||||||||||||||||||||
| Units forfeited | (3,504) | 94.87 | (2,962) | 94.28 | ||||||||||||||||||||||
| Units vested | (65,727) | 102.52 | (65,116) | 102.53 | ||||||||||||||||||||||
| Nonvested units at December 31, 2025 | 247,922 | $ | 96.99 | 247,472 | $ | 97.00 | ||||||||||||||||||||
The total fair value of shares vested was $7.4 million in 2025, $8.5 million in 2024, and $7.5 million in 2023. At December 31, 2025, IDACORP had $11.5 million of total unrecognized compensation cost related to nonvested share-based compensation, all of which was Idaho Power's share. These costs are expected to be recognized over a weighted-average period of 1.7 years. IDACORP uses original issue shares for these awards.
In 2025, a total of 11,268 shares were awarded to directors at an average grant date fair value of $117.98 per share. Directors elected to defer receipt of 5,532 of these shares, which are being held as deferred stock units with dividend equivalents reinvested in additional stock units.
Compensation Expense: The following table shows the compensation cost recognized in income and the tax benefits resulting from the LTICP, as well as the amounts allocated to Idaho Power for those costs associated with Idaho Power’s employees (in thousands of dollars):
| IDACORP | Idaho Power | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Compensation cost | $ | 12,505 | $ | 11,708 | $ | 9,578 | $ | 12,419 | $ | 11,608 | $ | 9,508 | ||||||||||||||||||||||||||
| Income tax benefit | 3,130 | 3,014 | 2,465 | 3,108 | 2,988 | 2,447 | ||||||||||||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 17, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.