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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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1001 17^th Street, Suite 1050
Denver, Colorado 80202

April 7, 2020

Dear Stockholder:

        We cordially invite you to attend the 2020 Annual Meeting of Stockholders of Intrepid Potash, Inc. (the "Annual Meeting"). The Annual Meeting will be held on Tuesday, May 19, 2020, at 10:00 a.m., Mountain Time. The Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders, and other stakeholders. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/IPI2020, where you will be able to listen to the Annual Meeting live, submit questions, and vote. We plan to resume holding an in-person meeting in 2021.

        You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the "Notice") instead of sending them a full set of printed materials. The Notice tells you how to access and review on the internet the important information contained in the proxy materials. The Notice also tells you how to vote on the internet prior to the Annual Meeting or by phone and how to request to receive a printed copy of our proxy materials.

        Your vote is important. We hope you will attend the Annual Meeting online. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet or by phone as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/IPI2020 and can be found in this proxy statement in the section entitled "Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?".

		Very truly yours,
		Robert P. Jornayvaz III Executive Chairman of the Board, President, and Chief Executive Officer

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Intrepid Potash, Inc.
1001 17^th Street, Suite 1050
Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

        We expect to begin furnishing these proxy materials to stockholders on or about April 7, 2020.

        Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at www.proxyvote.com or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MAY 19, 2020:

This notice, our proxy statement, and our 2019 annual report are available at
www.proxyvote.com.

		By Order of the Board of Directors of Intrepid Potash, Inc.,
		Kyle R. Smith Vice President, General Counsel and Secretary

Denver, Colorado
April 7, 2020

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Intrepid Potash, Inc.
1001 17^th Street, Suite 1050
Denver, Colorado 80202
(303) 296-3006

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

        We are providing these proxy materials to you in connection with the solicitation by the Board of Directors (the "Board") of Intrepid Potash, Inc., a Delaware corporation, of proxies to be voted at our 2020 Annual Meeting of Stockholders (the "Annual Meeting").

        The Annual Meeting will be held on Tuesday, May 19, 2020, at 10:00 a.m., Mountain Time, online at virtualshareholdermeeting.com/IPI2020. The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IPI2020 and entering your 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a "Guest" but you will not be able to vote, ask questions, or access the list of stockholders as of the close of business on the Record Date (as defined below). Only stockholders with a valid 16-digit control number, will be able to attend the Annual Meeting and vote, ask questions and access the list of stockholders as of the close of business on the Record Date (as defined below).

        We expect to begin furnishing these proxy materials to stockholders on or about April 7, 2020.

        When we use the term "Intrepid," "us," "we," or "our," we mean Intrepid Potash, Inc. and its consolidated subsidiaries, unless the context otherwise requires.

        We will ask stockholders to vote on the following matters at the Annual Meeting:

(1)

To elect two Class III directors nominated by our Board to serve three-year terms expiring at our 2023 Annual Meeting of Stockholders (Proposal 1);



(2)

To ratify the appointment of KPMG LLP ("KPMG") as our independent registered public accounting firm for 2020 (Proposal 2);



(3)

To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3); and



(4)

To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

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        Stockholders of record at the close of business on the record date of March 20, 2020 (the "Record Date"), are entitled to receive notice of, and to vote at, the Annual Meeting. As of the Record Date, we had 131,484,066 shares of common stock issued and outstanding. Each share is entitled to one vote on each item voted on at the Annual Meeting.

        A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for the 10 days prior to the Annual Meeting at www.virtualshareholdermeeting.com/IPI2020. In addition, the list of stockholders will also be available during the Annual Meeting through the Annual Meeting website for those stockholders who choose to attend.

        To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in "street name," you should contact your broker, bank or other nominee to obtain your 16-digit control number or otherwise vote through the broker, bank or other nominee. If you lose your 16-digit control number, you may join the Annual Meeting as a "Guest" but you will not be able to vote, ask questions, or access the list of stockholders as of the close of business on the Record Date. Only stockholders with a valid 16-digit control number, will be able to attend the Annual Meeting and vote, ask questions and access the list of stockholders as of the close of business on the Record Date. The Annual Meeting webcast will begin promptly at 10:00 a.m. Mountain Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:45 a.m. Mountain Time, and you should allow ample time for the check-in procedures.

        Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. There are some important distinctions between shares held of record and those owned beneficially.

Stockholder of Record

        If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. ("Computershare"), you are the stockholder of record for those shares and are receiving proxy materials directly from us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote online at the Annual Meeting.

Beneficial Holder

        If your shares are held in a stock brokerage account or by a bank or other nominee (commonly referred to as being held in "street name"), you are the beneficial holder of those shares. Your broker, bank or other nominee is the stockholder of record and has forwarded proxy materials to you as beneficial holder. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you have the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials giving you the right to vote the shares.

Stockholder of Record

        If you are a stockholder of record, you can vote over the phone or on the internet prior to the Annual Meeting by following the instructions you received from us in the mail or by email. If you requested to

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receive a full set of proxy materials in the mail, you also can vote by mail using the proxy card included with the materials. Finally, you can vote online at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/IPI2020.

Beneficial Holder

        If you are a beneficial holder, you can vote over the phone or on the internet prior to the Annual Meeting by following the instructions you received from your broker, bank or other nominee in the mail or by email. If you requested to receive a full set of proxy materials in the mail, you also can vote by mail using the voting instruction card included with the materials. If you have not received this information from your broker, bank, or other nominee, please contact them as soon as possible. You can vote online at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/IPI2020. If you are a beneficial owner who does not have a 16-digit control number, you may gain access to the Annual Meeting by logging into your brokerage firm's website and selecting the shareholder communications mailbox to link through to the Annual Meeting.

        If you do not give your broker, bank or other nominee instructions as to how to vote, under the rules of the New York Stock Exchange ("NYSE"), your broker, bank or other nominee may not vote your shares on any of the proposals without your instructions, other than the ratification of the appointment of our independent registered public accounting firm. Please be sure to return your voting instructions to your broker, bank or other nominee so that your vote is counted. The voting deadlines and availability of telephone and internet voting for beneficial owners of shares held in "street name" will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instructions card and any other materials that you receive from that organization.

Multiple Holdings

        If you hold shares both as a stockholder of record and as a beneficial holder, you must vote separately for each set of shares.

        This year's Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/IPI2020. If you were a stockholder as of the Record Date and you have your 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials, you can vote at the Annual Meeting.

        A summary of the information you need to attend the Annual Meeting online is provided below:

•

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.



•

The Annual Meeting webcast will begin promptly at 10:00 a.m. Mountain Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:45 a.m. Mountain Time, and you should allow ample time for the check-in procedures.



•

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

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•

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/IPI2020.



•

Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/IPI2020 on the day of the Annual Meeting.



•

Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Annual Meeting matters and therefore will not be answered. Any questions pertinent to Annual Meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at the "Investor Relations" section of our website at www.intrepidpotash.com. The questions and answers will be available as soon as practical after the Annual Meeting and will remain available until one week after posting.

        To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in "street name," you should contact your broker, bank or other nominee to obtain your 16-digit control number or otherwise vote through the broker, trustee, bank or other holder of record. If you lose your 16-digit control number, you may join the Annual Meeting as a "Guest" but you will not be able to vote, ask questions, or access the list of stockholders as of the close of business on the Record Date. Only stockholders with a valid 16-digit control number, will be able to attend the Annual Meeting and vote, ask questions and access the list of stockholders as of the close of business on the Record Date.

        We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting website. If you encounter any difficulties accessing the virtual Annual Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

        If you are a stockholder of record, you may change your vote at any time prior to the vote at the Annual Meeting by taking any of the following actions:

•

submitting a new proxy with a later date using any of the available methods described above;



•

providing a written revocation to our Corporate Secretary; or



•

voting online at the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/IPI2020.

        If you are a beneficial holder, you may change your vote by submitting new voting instructions to your broker, bank or other nominee following the instructions they provided to you. You may also vote online at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain your 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

        Whether you are a stockholder of record or a beneficial owner of shares held in street name, your attendance at the Annual Meeting online will not, by itself, automatically revoke your proxy.

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        A quorum of stockholders is necessary for any action to be taken at the Annual Meeting (other than adjournment or postponement of the Annual Meeting). A quorum exists if stockholders holding a majority of the outstanding shares of our common stock are present at the Annual Meeting in person, or by means of remote communication, or by proxy. If you submit a properly completed proxy, even if you abstain from voting, your shares will be counted for purposes of determining the presence of a quorum. Broker non-votes (described below) also will be counted for purposes of determining the presence of a quorum if the broker, bank or other nominee uses its discretionary authority to vote on at least one routine matter under NYSE rules.

        Your shares will be voted in accordance with your properly submitted instructions.

Stockholders of Record

        If you are a stockholder of record and you submit a proxy but do not include voting instructions on a matter, your shares will be voted in favor of each of the nominees named in Proposal 1 and in favor of each of Proposals 2 and 3 in accordance with the recommendations of our Board. If any other matters are properly presented for a vote at the Annual Meeting or any adjournment or postponement thereof, your shares will be voted in the discretion of the named proxies.

Beneficial Holders and Broker Non-Votes

        If you are a beneficial holder and you do not provide voting instructions to your broker, bank or other nominee, that organization will determine if it has the discretionary authority to vote your shares on the particular matter. Under NYSE rules, these organizations have the discretion to vote your shares on routine matters, such as the ratification of the appointment of KPMG as our independent registered public accounting firm for 2020 (Proposal 2). However, they do not have the discretion to vote your shares on non-routine matters, including the other proposals up for a vote (Proposals 1 and 3). The unvoted shares are called "broker non-votes." Shares that constitute broker non-votes are considered present for purposes of determining a quorum but are not considered entitled to vote or votes cast on the particular matter.

        Our Board recommends that you vote:

•

"FOR" each Class III director nominated by our Board to serve three-year terms expiring at our 2023 Annual Meeting of Stockholders (Proposal 1);

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•

"FOR" the ratification of the appointment of KPMG as our independent registered public accounting firm for 2020 (Proposal 2); and



•

"FOR" the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3).

        Any properly authorized proxy as to which no instructions are given will be voted in accordance with the foregoing recommendations.

        We will pay all costs of soliciting proxies. We have retained Alliance Advisors, LLC to assist in the solicitation of proxies. We expect to pay Alliance Advisors $8,500, plus reimbursement of reasonable expenses. The solicitation may be made personally or by mail, phone, email, or other electronic communication. In addition, our officers, directors, and employees, without additional compensation, may solicit proxies using any of these methods. We will send proxy materials or additional soliciting materials to banks, brokers, other institutions, nominees, and fiduciaries, and these organizations will then forward the materials to the beneficial holders of our shares. On request, we will reimburse these organizations for their reasonable expenses in forwarding these materials.

        As part of our effort to maintain a safe and healthy environment for our directors, members of management, and stockholders who wish to attend the Annual Meeting, in light of the public health impact of the coronavirus outbreak (COVID-19), we believe that hosting a virtual Annual Meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world. We plan to resume holding an in-person meeting in 2021.

        We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

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PROPOSAL 1—ELECTION OF DIRECTORS

        Our Board consists of six directors who are divided into three classes, designated as Class I, Class II, and Class III. In accordance with our Amended and Restated Bylaws (our "Bylaws") and Restated Certificate of Incorporation (our "Certificate of Incorporation"), the number of directors constituting the entire Board is fixed exclusively by the Board from time to time. The directors are divided as evenly as possible into the three classes. The classes of directors serve for staggered three-year terms, with their current terms ending at the Annual Meeting in the following years: Class I directors—2021; Class II directors—2022; and Class III directors—2020.

        The Class III directors elected at the Annual Meeting will serve until the 2023 Annual Meeting of Stockholders. Our nominees for these Class III directorships are Robert P. Jornayvaz III and Hugh E. Harvey, Jr. Each nominee is currently serving on our Board and was most recently elected by stockholders at our 2017 Annual Meeting of Stockholders. Each nominee was nominated by our Board based on the recommendation of the Nominating and Corporate Governance Committee ("Governance Committee"). In making these nominations, our Board and our Governance Committee considered each nominee's specific experiences, qualifications, and skills, as described below. Each nominee has consented to serve as a director if elected. However, if either or both nominees are unable to serve, or for good cause will not serve, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by the Board.

        To be elected, each nominee must receive a majority of the votes cast. Specifically, the number of shares voted "for" the nominee must exceed the number of votes cast "against" that nominee. Cumulative voting is not permitted in the election of directors. Each nominee has tendered to the Board a contingent, irrevocable resignation that will become effective only if the nominee fails to receive the required majority vote and the Board decides to accept the resignation. In the event a nominee does not receive a majority of the votes cast, the Governance Committee will make a recommendation to the Board whether to accept or reject the resignation or whether some other action should be taken. The Board will act (taking into account the recommendation of the Governance Committee) and publicly disclose its decision and the rationale behind its decision within 90 days after the date of the certification of the election results.

        Our Corporate Governance Guidelines provide that the Governance Committee is responsible for identifying and recommending directors for nomination by the Board for election as members of the Board. The Governance Committee performed its evaluation and nominating committee functions in early 2020. The Governance Committee seeks independent directors who represent a mix of backgrounds and experiences that it believes will enhance the quality of the Board's deliberations and decisions. When searching for new candidates, the Governance Committee considers the evolving needs of the Board and selects nominees based on individual skills, achievements, and experience. The Governance Committee does not have a formal policy with respect to diversity; however, the independent directors seek to promote through the nomination process an appropriate diversity on the Board. The Governance Committee also believes that nominees should have the highest level of personal and professional ethics, integrity, and values together with expertise that is useful to Intrepid and complementary to the background and expertise of other members of the Board. Additionally, nominees are expected to have a willingness and ability to devote the time necessary to carry out the duties and responsibilities of membership on the Board and a desire to ensure that our operations and financial reporting are effected in a transparent manner and in compliance with applicable laws, rules, and regulations.

        The Governance Committee evaluates each potential nominee individually and in the context of the Board as a whole. The objective is to recommend a group that will contribute to our long-term success and effectively represent stockholder interests. With respect to the nomination of continuing directors for re-election, the individuals' contributions to the Board are also considered.

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        When seeking candidates for a new director, the Governance Committee may solicit suggestions from incumbent directors, management, stockholders, and others. The Governance Committee has authority under its charter to retain a search firm for this purpose. If the Governance Committee believes a candidate would be a valuable addition to the Board, it recommends his or her candidacy to the full Board.

        The Governance Committee will consider suggestions by stockholders of possible future nominees. The Governance Committee does not intend to alter its criteria for evaluating potential director candidates, including the criteria described above, in the case of director candidates recommended by stockholders. Stockholders may recommend individuals to the Governance Committee for consideration as potential director candidates by submitting the names of such individuals, together with appropriate biographical information and background materials and, if the stockholder is not a stockholder of record, a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to the Governing Committee, c/o Secretary, Intrepid Potash, Inc., 1001 17^th Street, Suite 1050, Denver, Colorado 80202. Stockholders also have the right under our Bylaws to nominate director candidates directly, without any action or recommendation on the part of the Governance Committee or the board, by following the procedures set forth below under the heading "Stockholder Proposals."

        On February 19, 2020, J. Landis Martin notified us of his retirement as a member of the Board, effective May 19, 2020. The Board and the Governance Committee are actively conducting a comprehensive search to replace Mr. Martin, and are committed to seeking a diverse candidate to join the Board.

        Below is biographical and other information about our Class III director nominees and continuing directors. Below each director's biographical information, we also provide the specific experience, qualifications, and skills that helped lead our Governance Committee and Board to conclude that he should serve as a director.

Class III Director Nominees

        Robert P. Jornayvaz III has served as our Executive Chairman of the Board since 2010 and as our President and Chief Executive Officer since 2014. Mr. Jornayvaz served as our Chairman of the Board and Chief Executive Officer from our formation in 2007 until 2010. Mr. Jornayvaz served, directly or indirectly, as a manager of our predecessor, Intrepid Mining LLC, from 2000 until its dissolution at the time of our initial public offering in 2008. Mr. Jornayvaz is the sole owner of Intrepid Production Corporation ("IPC"). Mr. Jornayvaz and IPC together beneficially own 15.5% of our common stock as of March 20, 2020.

        Mr. Jornayvaz has management experience with us and our predecessor company, over 15 years of experience in the potash mining industry, over 30 years of experience in the oil and gas industry, and experience in extractive and commodities businesses. As our current Chief Executive Officer, Mr. Jornayvaz is especially familiar with our operations and industry.

        Hugh E. Harvey, Jr. served as our Executive Vice Chairman of the Board from 2010 to March 2020, and as our Vice Chairman of the Board from March 2020 to present. In March 2020, Mr. Harvey retired as an employee of Intrepid, a position he had held since 2010. Mr. Harvey has served as a member of our Board since our formation in 2007. From 2007 to 2010, Mr. Harvey served in various management roles for us, including Chief Technology Officer, Chief Operating Officer, and Executive Vice President of Technology. Mr. Harvey served, directly or indirectly, as a manager of Intrepid Mining from 2000 until its dissolution at the time of our initial public offering in 2008. Mr. Harvey is sole owner of Harvey Operating

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and Production Company ("HOPCO"). Mr. Harvey and HOPCO together beneficially own 9.1% of our common stock as of March 20, 2020.

        Mr. Harvey has management experience with us and our predecessor company, over 15 years of experience in the potash mining industry, over 30 years of experience in the oil and gas industry, a unique combination of mining, mineral processing, drilling, field operations, and economic evaluation experience, and engineering and operational experience in extractive industries.

Continuing Directors

        Terry Considine has served as Chief Executive Officer and Chairman of the Board of Apartment Investment Management Company, a publicly held, multi-family apartment real estate investment trust, since 1994.

        Mr. Considine has management and director experience with public companies and business experience in the real estate industry. As the current chief executive of an NYSE-listed company and a former chief executive of four other listed companies, Mr. Considine brings particular expertise to the Board in the areas of operations, finance, and governance.

        Chris A. Elliott is the owner of Belle Prairie Investments LLC, a privately held company that invests in agriculture real estate as well as environmental mitigation. From 2007 through 2017, Mr. Elliott was Chief Executive Officer of AgCoA, a privately held company that owned, managed, and operated agriculture real estate that produces a variety of crops over a diverse geographic spectrum.

        Mr. Elliott has over 25 years of business experience in the agriculture industry and in-depth knowledge of agricultural commodities. Mr. Elliott's day-to-day involvement in the agricultural industry provides the Board with a unique perspective with respect to this industry and our agricultural customers.

        J. Landis Martin is the founder of the private equity firm Platte River Equity where he has been Chairman since February 2016 and a Managing Director since 2005. Mr. Martin was the Chairman from 1989 to 2005, and Chief Executive Officer from 1995 to 2005, of Titanium Metals Corporation, an integrated producer of titanium metals. Mr. Martin served as President and Chief Executive Officer of NL Industries, Inc., a manufacturer of titanium dioxide chemicals, from 1987 to 2003 and was Chairman and Chief Executive Officer of Baroid Corporation, an oil services company, from 1990 to 1994. Mr. Martin's public-company directorships include Crown Castle International Corp., where he is Chairman of the Board, and Apartment Investment Management Company ("AIMC"), where he is lead director (until his retirement from AIMC effective April 28, 2020). From 1998 until May 2018, Mr. Martin was also a director of Halliburton Company, where he served as lead director from 2008 until May 2018. On February 19, 2020, J. Landis Martin notified us of his retirement as a member of the Board, effective May 19, 2020.

        Mr. Martin has management and director experience with public companies and business experience with companies in the manufacturing sector and energy industry. As a former chief executive of four NYSE-listed companies and a lawyer, Mr. Martin brings expertise to the Board in the areas of operations, finance, and governance.

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        Barth E. Whitham has served as President and Chief Executive Officer of Enduring Resources, LLC, a privately held company focused on the acquisition and exploitation of upstream energy assets, since 2005, and serves on its board of directors. From 1991 to 2005, Mr. Whitham served as President and Chief Operating Officer of Westport Resources Corp., a publicly traded oil and gas exploration and production company, and served on its board of directors. Mr. Whitham also serves on the board of directors of Ensign Energy Services Inc.

        Mr. Whitham has management and director experience with operations and management of public companies and business experience in the energy and extractive industries. Mr. Whitham's experience with companies in the energy and extractive industries provides the Board with a unique perspective into these industries, which we serve through sales of potash, water, and other oilfield solutions.

Recommendation of our Board

        Our Board recommends a vote "FOR" each Class III director nominee.    Proxies will be voted in favor of each nominee unless you specify otherwise in your proxy.

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PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee of our Board has selected KPMG to serve as our independent registered public accounting firm for the year ending December 31, 2020, and our Board is asking stockholders to ratify this selection. Stockholder approval or ratification is not required to appoint KPMG; however, our Board believes that submitting the appointment of KPMG to stockholders for ratification is good corporate governance. If stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain KPMG. If the selection of KPMG is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that a change would be in the best interest of Intrepid and our stockholders.

        In selecting KPMG, the Audit Committee considered several factors, including the following:

•

The Audit Committee's and management's assessments of KPMG's performance;



•

KPMG's independence and integrity; and



•

KPMG's fees and the quality of services provided to us.

        KPMG has served as our independent registered public accounting firm since 2007. To our knowledge, neither KPMG nor any of its members has any direct or material indirect financial interest in Intrepid or any connection with Intrepid in any capacity other than as independent public accountants. A representative of KPMG is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.

        We paid the following fees to KPMG for the audit of our consolidated financial statements and for other services provided in the years ended December 31, 2019 and 2018. All of these services and fees were pre-approved by the Audit Committee pursuant to the pre-approval policy and procedures set forth below.

        Audit fees include fees associated with the annual audit of our consolidated financial statements and internal control over financial reporting; the review of our periodic reports; accounting consultations; services related to, or required by, statute or regulation, such as consents; and other audit services related to SEC and other regulatory filings. Audit-related fees represent fees for comfort letters associated with our prior at-the-market offering program in 2018, and for a consent for our Form S-8 registration statement in 2019. Tax fees represent fees for tax consulting services. The Audit Committee has concluded that the provision of these non-audit services is compatible with maintaining the independence of KPMG.

Audit Committee Pre-Approval Policy and Procedures

        Under its charter, the Audit Committee is responsible for approving the fees and any other significant compensation paid to our independent accountants and pre-approving any non-audit services to be performed by our independent accountants. The pre-approval requirement may be waived only if the

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non-audit services meet a de minimis exception allowed by law. In carrying out this responsibility, the Audit Committee follows the following general procedures for the preapproval of non-audit services:

•

If applicable, each year the Audit Committee reviews and pre-approves a schedule of the proposed non-audit services and estimated fees to be provided by the independent accountants during the next annual audit cycle.



•

Actual amounts paid to the independent accountants are monitored by management and reported to the Audit Committee.



•

Any non-audit services proposed to be provided by the independent accountants and the related fees that have not been pre-approved during the annual review by the Audit Committee must be pre-approved by the Audit Committee in advance of any work performed (unless the services meet the de minimis exception allowed by law).



•

Incremental fees for previously approved non-audit services that are expected to exceed the previously approved fee estimate must also be pre-approved by the Audit Committee.

Recommendation of our Board

        Our Board recommends a vote "FOR" Proposal 2.    Proxies will be voted in favor of the proposal unless you specify otherwise in your proxy.

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AUDIT COMMITTEE REPORT

        The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities with respect to (a) the integrity of Intrepid's financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (b) the qualifications, independence, and performance of Intrepid's independent registered public accounting firm, (c) the performance of Intrepid's internal audit function, and (d) other matters as set forth in the charter of the Audit Committee approved by the Board.

        Management is responsible for Intrepid's financial statements and the financial reporting process, including the systems of internal controls and disclosure controls and procedures. KPMG, as Intrepid's independent registered public accounting firm, is responsible for performing an independent audit of Intrepid's financial statements in accordance with generally accepted auditing standards and its internal control over financial reporting and for issuing a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes.

        In connection with these responsibilities, the Audit Committee reviewed and discussed with management and KPMG the audited consolidated financial statements of Intrepid for the year ended December 31, 2019. The Audit Committee also discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. In addition, the Audit Committee received the written disclosures and the letter from KPMG required by the applicable requirements of the PCAOB regarding KPMG's communications with the Audit Committee concerning independence and has discussed with KPMG its independence.

        Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of Intrepid be included in Intrepid's Annual Report on Form 10-K for the year ended December 31, 2019, that was filed with the SEC.

The Audit Committee

J. Landis Martin, Chairman
Terry Considine
Chris A. Elliott
Barth E. Whitham

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PROPOSAL 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. This proposal is often called a "say-on-pay" vote. We encourage you to read the Compensation Discussion and Analysis ("CD&A") section of this proxy statement and the summary compensation and other tables that follow the CD&A. These sections provide information about our executive compensation program.

        We are asking stockholders to approve the following non-binding resolution:

RESOLVED, that the compensation paid to Intrepid's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion, is hereby APPROVED.

        The say-on-pay vote gives our stockholders the opportunity to express their views on the compensation of our executives. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executives and the principles, policies, and practices described in this proxy statement. As an advisory vote, the outcome of the vote is not binding on us, our Board, or the Compensation Committee. Our Board and Compensation Committee expect to consider the outcome of the vote when making future executive compensation decisions. At our 2019 Annual Meeting, our stockholders expressed support for the compensation of our executives, with 77% of the votes cast for advisory approval of our executive compensation.

        At our 2017 Annual Meeting of Stockholders, our stockholders supported, on an advisory basis, holding the say-on-pay vote on an annual basis. After taking into account stockholder support for an annual say-on-pay vote, our Board determined to hold the say-on-pay vote annually. Accordingly, we hold a say-on-pay vote at each of our annual meetings. The next advisory vote on the frequency for the say-on-pay vote will occur at our 2023 Annual Meeting of Stockholders.

Recommendation of our Board

        Our Board recommends a vote "FOR" Proposal 3.    Proxies will be voted in favor of the proposal unless you specify otherwise in your proxy.

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CORPORATE GOVERNANCE

Director Independence

        Our Board is comprised of a majority of independent directors. Our Board has determined that each of Terry Considine, Chris A. Elliott, J. Landis Martin, and Barth E. Whitham is an independent director under the rules of the SEC and NYSE and does not have any material relationship with us other than his position as a director and stockholder. In making these determinations, our Board considered past employment, remuneration, and all other relationships with Intrepid, as well as the specific independence tests set forth in the NYSE's director independence rules. Our Board also considered the relationships described below among directors and in each case concluded that the relationship did not compromise the director's independence:

•

Messrs. Martin and Considine—Each of Messrs. Jornayvaz, Harvey, and Considine has an investment in an investment fund controlled by Mr. Martin. Our Board considered among other things that each of these investments constitutes less than 1% of the total amount of the fund.



•

Messrs. Considine and Whitham—Each of Messrs. Jornayvaz, Considine, and Whitham has made investments in real estate investment companies managed and controlled by Mr. Considine's son. Our Board considered among other things the size and characteristics of each of these investments.

        As employees or recent former employees of Intrepid, Messrs. Jornayvaz and Harvey are not considered independent directors under SEC and NYSE rules.

Board Leadership Structure

        Our Board does not have a policy regarding separation of the roles of Chief Executive Officer and Chairperson of the Board. The Board believes it is in our best interests to make that determination based on circumstances from time to time. Currently, Mr. Jornayvaz serves as both our Executive Chairman of the Board and our Chief Executive Officer, and Mr. Martin, a nonemployee independent director, serves as our independent lead director. Our Board believes that Mr. Jornayvaz is best situated to serve as Chairman of the Board because he is the director most familiar with our business and industry and is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. We believe that independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight, and expertise from outside our company and from different industries, while Mr. Jornayvaz brings company- and industry-specific experience and expertise. In addition, Mr. Jornayvaz is our largest stockholder, with beneficial ownership of 15.5% of our outstanding common stock as of March 20, 2020. Consequently, Mr. Jornayvaz's interests are generally aligned with the interests of our other stockholders.

        Our Board believes that the combined role of Chairman of the Board and Chief Executive Officer, coupled with an independent lead director, promotes strategy development and execution and facilitates information flow between management and our Board, each of which is essential to effective corporate governance. One of the key responsibilities of our Board is to develop strategic direction and to hold management accountable for the execution of strategy once it is developed. Our Board believes the combined role of Chairman of the Board and Chief Executive Officer, supported by an independent lead director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. Furthermore, our Board believes that this structure, combined with our corporate governance policies and processes, creates an appropriate balance between strong and consistent leadership and independent oversight of our business. Our Board also believes that our current leadership structure and the composition of our Board protect stockholder interests and provide adequate independent oversight, while also providing outstanding leadership and direction for our Board and management.

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Independent Lead Director

        Our Board has selected Mr. Martin to serve as independent lead director. Our independent lead director has the following responsibilities:

•

Serves as the principal liaison between non-management directors and the Executive Chairman and between the Board and our stockholders



•

Presides over regularly scheduled executive sessions of non-management directors and meetings of independent directors



•

Presides at all Board meetings at which the Executive Chairman is not present



•

Together with the Executive Chairman, approves meeting agendas for the Board and reviews any materials, as so desired by the independent lead director, that will be distributed to the Board; the independent lead director also may request that additional materials be distributed to the Board



•

Approves meeting schedules to ensure that there is sufficient time for discussion of all agenda items



•

At his discretion, calls meetings of the non-management or independent directors



•

If requested by major stockholders, ensures that he is available for consultation and direct communication



•

Performs any other duties as may from time to time be delegated to the independent lead director by the Board

        After Mr. Martin's retirement from the Board in May 2020, the Board intends to appoint a new independent lead director.

Risk Management

        We are exposed to a number of risks, and we regularly undertake a risk management review to identify and evaluate risks throughout our company and to develop plans to manage these risks effectively. We also have established a compliance program, including our Code of Business Conduct and Ethics and ancillary statements and policies, and have appointed a Chief Compliance Officer to manage the compliance program. In this capacity, our Chief Compliance Officer reports directly to the Audit Committee.

        Our Board has an active role, as a whole and at its committee level, in overseeing management of our risks. Our Board oversees management of risks associated with operations, environmental, health, and safety. The Audit Committee oversees the management of accounting, financial reporting, and financial risks and the management of our compliance program. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. The Governance Committee manages risks associated with director independence and potential conflicts of interest. While each standing Board committee is responsible for overseeing the management of risks relating to its area of oversight, the entire Board is regularly informed about these risks through committee meeting attendance or committee reports.

Communication with Directors

        Stockholders and other interested parties who wish to communicate with our Board, including our independent or non-management directors as a group, our independent lead director, or any other

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individual director, may do so by submitting a written communication to our independent lead director at the following address:

Lead Independent Director
c/o Intrepid Potash, Inc.
1001 17th Street, Suite 1050
Denver, CO 80202

        Communications can be made anonymously and confidentially using this method. A copy of communications will be forwarded to our General Counsel and retained for a reasonable period of time. Our independent lead director may discuss these communications with our legal counsel, independent advisors, non-management directors, or management and may take other action or no action as he determines in good faith, using reasonable judgment and discretion.

        The Audit Committee oversees our procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or audit matters. We have established a website and phone number for employees and others to use to report, on a confidential and anonymous basis if desired, any concerns regarding questionable accounting, internal accounting controls, or auditing matters.

Stock Ownership Guidelines

        We believe that stock ownership by our directors and executives better aligns their interests with the interests of our other stockholders. Our Board has established stock ownership guidelines that encourage these individuals to own meaningful amounts of our common stock. Each covered individual is expected to own Intrepid common stock with a value at least equal to a specified multiple of his or her then-current annual salary or annual cash retainer, subject to a phase-in period. Ownership value is measured based on the greater of market or acquisition value. After the phase-in period, the individual may not enter into any transaction (including a sale of shares received through equity incentive awards) that would result in non-compliance, excluding the withholding of shares to cover taxes due upon the vesting of an award. In addition, during any period of noncompliance, the individual is expected to retain ownership of at least 50% of the total number of shares received from the exercise of stock options, excluding any shares withheld to cover taxes and any shares sold or netted to pay the exercise price, until the ownership level has been achieved. The Compensation Committee may waive these guidelines if compliance would place a severe hardship on an individual. All of our directors and executives are in compliance with the stock ownership guidelines or are within the applicable phase-in period.

        The table below summarizes our stock ownership guidelines:

        Mr. Jornayvaz, our Executive Chairman of the Board, President, and Chief Executive Officer, is our largest stockholder, with beneficial ownership of 15.5% of our outstanding common stock as of March 20, 2020. Mr. Jornayvaz's ownership is well over the amount required under our stock ownership guidelines and includes over 6.6 million shares that Mr. Jornayvaz purchased in 2017 through 2019 in open market purchases and a registered public equity offering.

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Insider Trading Policy and Hedging and Pledging Transactions

        Our directors and executives are subject to various trading restrictions under our insider trading policy. These individuals may enter into transactions involving our securities only during quarterly trading periods and must receive our permission before entering into these transactions. Derivative transactions may allow a person to own our securities without the full risks and rewards of ownership and, as a result, the person may no longer have the same objectives as other holders of our securities. Accordingly, pursuant to our Insider Trading Policy, our directors and executives must receive pre-approval for any transaction in derivative securities, and only receive approval when they do not involve this risk. Directors and executives are prohibited from engaging in short sales relating to our securities. They are also prohibited from pledging our securities as collateral for a loan, including holding our securities in a margin account, except under special circumstances as approved by our Vice President, Finance or General Counsel.

        None of our directors or executives is involved in any hedging or pledging transactions relating to our securities or owns any derivative securities relating to our stock other than equity incentive awards granted by us.

Committees and Meetings

        Our Board met five times in 2019. Each director attended in person or by phone at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of each committee on which he served during 2019. While we do not have a formal policy requiring our directors to attend stockholder meetings, directors are invited and encouraged to attend meetings of stockholders. All but one of our directors attended our 2019 Annual Meeting of Stockholders. Our independent and non-management directors meet regularly in executive session without management present. Mr. Martin, our lead independent director, presides over executive sessions.

        Our Board has an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee, and a Strategy Committee. Each of these committees is comprised solely of independent directors. Each of these committees meets regularly in executive session without management present. The charters for these committees are available on our website at intrepidpotash.com. The information contained on, or accessible through, our website is not part of, or incorporated by reference in, this proxy statement.

        The following table sets forth the chairperson and members of each committee and the number of meetings held in 2019.

Audit Committee

        The Audit Committee assists the Board in fulfilling its responsibilities to us and our stockholders relating to the accounting and financial reporting processes and the audit of our financial statements. The Audit Committee oversees management's processes and activities related to maintaining the reliability and

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integrity of our accounting policies, financial reporting practices, and financial statements; the assessment of the independent registered public accounting firm's qualifications and independence; and compliance with laws and regulations and the requirements of the NYSE. The Audit Committee is solely responsible for the engagement and discharge of our independent registered public accounting firm and reviews the quarterly and annual financial results. The Audit Committee reviews the audit plan and the results of the audit with the independent registered public accounting firm and reviews its independence, the range of audit fees, the scope and adequacy of our system of internal accounting controls, and our risk management policies. The Audit Committee also has oversight responsibility for our internal audit function. Our Director of Internal Audit reports directly to the Audit Committee.

        Our Audit Committee members are prohibited from serving on more than two other audit committees of public companies.

        Our Board has determined that each member of the Audit Committee is financially literate in accordance with the rules of the NYSE and is independent under the NYSE's director independence standards and applicable SEC standards. In addition, the Board has determined that each of Messrs. Martin, Considine, and Whitham qualifies as an "audit committee financial expert" as defined by SEC rules.

Compensation Committee

        The Compensation Committee assists the Board in discharging its responsibilities relating to compensation of our executives; administers our equity incentive plans; and has overall responsibility for evaluating and approving (or recommending for approval to the Board) all compensation plans, policies, and programs that affect our executives. You can find more information about the Compensation Committee's role in setting executive compensation below under the heading "Compensation Discussion and Analysis." The Compensation Committee may form and delegate responsibility to subcommittees as it deems necessary or appropriate; provided that any subcommittee must meet all applicable independence requirements. In addition, the Compensation Committee may not delegate to persons other than independent directors. Our Board has determined that each member of the Compensation Committee is independent under the NYSE's director independence standards.

Nominating and Corporate Governance Committee

        The Governance Committee reviews the overall composition of our Board, identifies individuals qualified to become members of our Board, and recommends to our Board the director nominees for the next Annual Meeting. The Governance Committee also oversees the evaluation of our Board and management succession plans, reviews from time to time our policies and practices on corporate governance including our Corporate Governance Guidelines, and recommends to our Board any changes it deems necessary. Additionally, the Governance Committee is responsible for the periodic review and recommendation to the Board of our director compensation structure. Our Board has determined that each member of the Governance Committee is independent under the NYSE's director independence standards.

Strategy Committee

        The Strategy Committee assists the Board in fulfilling its oversight responsibilities relating to our long-term strategy and strategic initiatives. Our Board has determined that each member of the Strategy Committee is independent under the NYSE's director independence standards.

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Director Designation and Voting Agreement

        Intrepid, IPC, and HOPCO are parties to a Director Designation and Voting Agreement that was entered into in 2008. Mr. Jornayvaz is the sole owner of IPC, and Mr. Harvey is the sole owner of HOPCO. IPC and Mr. Jornayvaz beneficially own 15.5%, and HOPCO and Mr. Harvey beneficially own 9.1%, of our outstanding common stock as of March 20, 2020. Under this agreement, each of IPC and HOPCO has agreed to designate one candidate for nomination and election to our Board and to vote their shares in favor of the other's candidate. We have agreed to use our best efforts to ensure that the designees are included in the slate of nominees to the Board and recommended for election. We have also agreed to not take any action to change the size of the Board to exceed seven members, without the prior consent of IPC and HOPCO, subject to any limitations imposed by the rules of the NYSE. The directors currently serving on our Board under this agreement are Mr. Jornayvaz (nominated by IPC) and Mr. Harvey (nominated by HOPCO). Each of Messrs. Jornayvaz and Harvey is serving as a Class III director for a term that expires at the Annual Meeting.

        Each of IPC and HOPCO has also agreed, except in the case of a transfer to each other or their affiliates or a public tender offer, to not knowingly sell shares of its common stock to any person if the result of that sale would be that the purchaser of the shares would own, directly or indirectly, 5% or more of our outstanding common stock. The rights and obligations under this agreement are not transferable upon sale or other transfer of common stock by IPC or HOPCO except to any affiliate of IPC or HOPCO. The agreement will terminate with respect to either stockholder party and its affiliates when their collective beneficial ownership falls below 5% of our outstanding common stock.

        Other than the Director Designation and Voting Agreement, there are no arrangements or understandings between any director and any other person pursuant to which that director was or is to be elected.

Governance-Related Materials

        You can find copies of our governance-related materials, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, and the charters of the Audit Committee, Governance Committee, and Compensation Committee, in the investor relations section of our website at intrepidpotash.com. Copies of these materials also are available in print to any stockholder who requests them by sending a written request to the following address:

Corporate Secretary
Intrepid Potash, Inc.
1001 17th Street, Suite 1050
Denver, CO 80202

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COMPENSATION DISCUSSION AND ANALYSIS

        This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the 2019 compensation of our named executive officers. For 2019, our named executive officers were:

        When we refer to our "executives" or "named executive officers" throughout this proxy statement, we mean the seven individuals named above. Mr. Preston serves as our principal financial officer and principal accounting officer for SEC purposes. You can find biographical information for our current executive officers on our website and in Item 1. "Business" of our Annual Report on Form 10-K for the year ended December 31, 2019.

Executive Summary

Objectives of Executive Compensation Program

        Our compensation program for our named executive officers and other executive officers is designed to meet the following primary objectives:

•

Management Development and Continuity.  Provide compensation opportunities that attract, retain, motivate, and reward talented executives, with both an annual and significant long-term component;



•

Pay-for-Performance.  Emphasize pay for performance by linking a meaningful portion of compensation to performance of our corporate strategies and align compensation with the interests of our stockholders; and



•

Long-Term Focus on Stockholder Value.  Encourage stock ownership to align executives' interests with the interests of our other stockholders.

        Further, our CEO compensation program is designed to recognize Mr. Jornayvaz's role as co-founder of Intrepid, strategic visionary, and significant stockholder. For 2019, Mr. Jornayvaz was provided approximately 98% of his total compensation in equity awards, structured as both time-vesting and performance-vesting restricted stock award. The majority of his compensation (59%) was provided as performance vesting restricted shares with rigorous price appreciation requirements in which full payout requires price appreciation of at least 128% of the grant price within three years. This program design rewards meaningful stock-price appreciation and acknowledges that Mr. Jornayvaz was paid only $50,000 guaranteed through salary and had no bonus program opportunity in 2019. Further, Mr. Jornayvaz's compensation was generally aligned with our peer group median and had value that was lower than 2018 by more than 25%.

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2019 Financial Results and Stock Price

        Our 2019 financial performance continued to improve in 2019. We earned $13.6 million of net income in 2019, an improvement of $1.8 million compared to 2018. In addition, consolidated gross margin was $43.5 million in 2019, an increase of $5.2 million compared to 2018. These increases in revenue and gross margin were primarily driven by improved domestic pricing for potash earlier in 2019 and strong water and byproduct sales throughout 2019. Improved water sales were primarily due to the acquisition of additional water rights from the Dinwiddie Cattle Company in May 2019. Cash generated from operations decreased to $49.4 million in 2019 from $64.2 million in 2018, primarily driven by reduced potash sales volume in 2019 due to record wet weather during the spring application season and delays in purchasing in the fourth quarter of 2019 as customers anticipated lower pricing in early 2020, and decreased prepayments from customers. Our solid 2019 results were a continuation of improvement in our results after several difficult years for Intrepid as we worked through a challenging business cycle.

        Our stock price hit a low of $0.67 per share on March 1, 2016, compared with a 2019 high of $3.97 per share on March 15, 2019. Our stock price ended 2019 at $2.71 per share.

        You can find more information about our 2019 financial and operating performance in our Annual Report on Form 10-K for the year ended December 31, 2019.

2019 Executive Compensation Summary

CEO Compensation Summary

        Mr. Jornayvaz is our co-founder and largest stockholder, with beneficial ownership of 15.5% of our outstanding common stock as of March 20, 2020. He understands our business operations more deeply than any other executive, and we believe that his continued service is critical to our success. From 2017 to the end of 2019, Mr. Jornayvaz has invested approximately $8.5 million into Intrepid through his purchase of 6.6 million shares of our common stock in open market purchases, and a registered public equity offering.

        Our CEO compensation program for 2019 was designed to be heavily weighted to performance-based compensation and aligned with future growth. The Compensation Committee intended that the CEO compensation for 2019 would be maintained as a highly performance-based program that provides an opportunity near the median of Intrepid's peer group, and only delivers value if there is substantial total stockholder return within the next three to five years. The CEO compensation program, which was approved by the Compensation Committee in the first quarter of 2019, was intended to set CEO compensation near the median of Intrepid's peer group, and is more than 25% lower than 2018 CEO compensation (as disclosed in the Summary Compensation Table below)

        Key features of, and rationales relating to, Mr. Jornayvaz's 2019 compensation include the following:

•

Less than 2% of Mr. Jornayvaz's total compensation for 2019 was guaranteed as salary. Mr. Jornayvaz's $50,000 salary in 2019 continues to be the lowest cash compensation for a CEO in our peer group. In addition, 2019 was the fourth year in a row that Mr. Jornayvaz was not provided a salary increase. Mr. Jornayvaz's salary was reduced in January 2016 from $100,000 to $50,000 as part of cost-savings initiatives at the time, and his previous salary of $100,000 was not restored when salary restorations were implemented for other executives in 2017.

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•

Mr. Jornayvaz had the greatest percentage of his total direct compensation subject to performance risk in our peer group. 98% of Mr. Jornayvaz's total compensation for 2019 was granted in the form of restricted stock awards, consisting of time-vesting restricted stock (approximately 41% of both total compensation and total equity awards) and performance-based restricted stock (approximately 59% of both total compensation and total equity awards). The Compensation Committee determined that that time- and-performance-based restricted stock awards would further the objective of a pay-for-performance compensation program to tie CEO compensation to the achievement of future growth and align CEO compensation with the long-term interests of our stockholders. The Compensation Committee's determination to grant performance-based restricted stock awards in lieu of stock options was informed by reviewing peer practice, which showed that very few peers still granted any stock options and to recognize that the performance TSR goals reward price increases.



•

With respect to the performance-based awards, the Compensation Committee set aggressive goals with respect to stock price growth to directly benefit stockholders if those performance measures are achieved in the future. Performance-based restricted stock awards are forfeited completely unless the Company's minimum compound annual growth rate (CAGR) is at least 12.5% for at least three years (42.4% increase over grant price) and require a three-, four-, or five-year CAGR of 25.0% to be earned completely without any forfeiture (stock price increase of 205% over five years).



•

When the Compensation Committee approved Mr. Jornayvaz's 2019 compensation in early 2019, our market capitalization approximated the median of our peer group. Comparatively, Mr. Jornayvaz's 2019 total direct compensation was set at a value near the median of our peer group, with a majority of it granted in the form of performance-vesting restricted stock awards, and nearly all of it in stock awards that align his interests with shareholders.



•

Mr. Jornayvaz's 2019 total compensation value decreased by approximately 25% from 2018 to 2019. The performance-based restricted stock award, which is nearly 60% of equity compensation, requires rigorous stock price growth within the next five years to be earned.



•

Mr. Jornayvaz's 2019 performance-based restricted stock award is required to be reported in the Summary Compensation Table at its grant date fair value based on a Monte-Carlo simulation valuation model. This reported grant date fair value is theoretical and may never be realized if the rigorous compound annual growth rate hurdles are not achieved within five years (¹/3 CAGR threshold is 12.5%; ¹/3 CAGR threshold is 18.5%, and ¹/3 CAGR threshold is 25.0%), unlike cash compensation, which is minimal for Mr. Jornayvaz.



•

No cash bonuses have been paid to Mr. Jornayvaz under our annual bonus program since before 2014.

Compensation Summary for Other Executives

•

Continuation of Annual Cash Bonus Program, but No Performance-Based Bonuses Paid for 2019—The Compensation Committee continued the annual cash bonus program for 2019 as described in "Calculation of Potential 2019 Bonuses" below. All executives other than Mr. Jornayvaz were eligible to participate in the cash bonus program. The program was designed to pay bonuses based on performance in 2019 compared to pre-established financial, operational, and individual performance goals. The bonus program consisted of three performance targets (Adjusted EBITDA (as defined below), a safety incident goal and a goal for capital project cost and timeliness), with the requirement that 90% of the budgeted Adjusted EBITDA be achieved for any bonuses to be paid. The threshold 90% requirement for budgeted 2019 Adjusted EBITDA was not achieved, therefore, no bonuses were paid under the 2019 bonus program. The Compensation Committee also recognized some executives with modest discretionary bonuses for their efforts in the successful acquisition of land, water rights, and other related assets from the Dinwiddie Cattle Company in May 2019 and/or

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successful achievement of other contractual matters. In 2019, Mr. Preston was also awarded a discretionary bonus prior to his promotion as an officer of Intrepid. The total of such special bonuses range from $2,500 to $37,500, for each executive other than the CEO. Each executive was also provided a $500 holiday bonus, consistent with past practice.

•

Equity Awards to Motivate and Retain Executives—In March 2019, we granted restricted stock to executives other than Mr. Jornayvaz. These awards were split equally between performance-vesting restricted stock and time-vesting restricted stock. The performance-vesting restricted stock would have vested one year after grant had we achieved the three pre-established financial, operational and safety performance targets for 2019. The performance measures for the equity awards were the same as those for the 2019 bonus program, as described above. Because the threshold 90% requirement for budgeted 2019 Adjusted EBITDA was not achieved, the performance-vesting restricted stock was forfeited. The time-vesting restricted stock vests over two years subject to continuous service with Intrepid.



•

Modest Salary Adjustments—During 2019, management approved a 3% cost-of-living increase to the annual base salaries for most of our non-executive employees. The Compensation Committee approved a similar increase to the annual base salaries for executives other than Mr. Jornayvaz, with greater increases for certain executives that were promoted in late-2018 or 2019 and to bring salaries more in line with our peer group.

Pay-for-Performance

        We emphasize pay for performance in several ways:

At-Risk Compensation				Our executives are responsible for our overall performance. We believe that, over the long term, a meaningful part of executive compensation should be variable, or "at-risk," based on our performance. The portion of total compensation that is at risk for an executive generally increases with his or her role. As a result, executives with greater responsibility for achieving our performance goals bear a greater proportion of the risk if those goals are not achieved and receive a greater proportion of the reward if those goals are achieved. At-risk compensation consists of annual cash bonuses and equity awards.
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Performance-Based Bonuses				We have developed a program designed to pay annual cash bonuses based on the achievement of pre-established annual financial, operational, and individual goals that we believe impact the longer-term value of Intrepid. For 2019, bonus opportunities ranged from 0% to 165% of target in the aggregate based on performance, and were entirely at risk if the pre-established goals were not achieved (and in fact, were not paid in 2019 because one of the pre-established goals was not achieved at the required level.
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Longer-Term Equity Awards				By their nature, the value of equity awards is directly linked to the longer-term performance of our stock. For 2019, nearly all of Mr. Jornayvaz's compensation, and a meaningful portion of the total compensation for our other executives, was granted in the form of equity awards. Long-term equity awards were weighted toward performance-based awards as 59% of Mr. Jornayvaz's 2019 equity awards and 50% of other executives' 2019 equity awards contained a performance-based vesting trigger, as described in detail below. The remaining portion of the respective equity awards were granted in the form of time-vesting stock awards, which promote the long-term retention of our executives and key management personnel.
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Individual Performance				In setting overall compensation for executives, the Compensation Committee periodically considers market data and overlays an evaluation of the individual executive's contributions to our business. In evaluating individual performance, the Compensation Committee may consider, among other items, how an executive's efforts and accomplishments contribute to the advancement of our long-term goals.

Impact of 2019 Say-on-Pay Advisory Vote

        At our 2019 Annual Meeting of Stockholders, stockholders expressed support for the compensation of our executives, with approximately 77% of the votes cast for advisory approval of our executive compensation. The Compensation Committee considered and discussed the results of the 2019 advisory vote. The Compensation Committee set the total 2019 compensation value for our CEO that reflects a 25% reduction compared to 2018, and continues to have a majority of compensation for executives be subject to the achievement of rigorous performance goals, none of which were earned in 2019.

Elements of Executive Compensation

Salary

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Base salary provides a fixed amount of pay for an executive's primary duties and responsibilities.



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Salaries are reviewed periodically based on market competitiveness, individual performance, and the health of our business.

Annual Cash Bonus

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Our annual bonus plan is designed to incentivize the achievement of near-term financial, operational, and individual goals.



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Target bonus amounts are reviewed annually based on market competitiveness and individual performance, and potential payouts vary based on company, site, and individual performance.

Longer-Term Equity Awards

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Equity awards encourage retention and better align management interests with the interests of our other stockholders.



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For 2019, our executives were granted a combination of performance-vesting and time-vesting restricted stock.

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Employee Benefits

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We provide health and wellness benefits that are generally consistent with the benefits provided to our other employees and with benefits provided by other companies of our size.



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These benefits include basic health, life, and disability insurance and 401(k) benefits. Executives are also entitled to the payment or reimbursement of supplemental long-term disability insurance premiums.



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We provide relocation assistance to new executives and certain other employees.

Perquisites

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We provide limited perquisites that are designed to keep our executives in good health and that are generally consistent with the benefits provided by other companies of our size.



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Executives are eligible for allowances for a gym membership and paid parking or mass transit, which are benefits that are generally consistent with the benefits provided to other Denver-based employees. For 2019, executives were also eligible for an executive physical reimbursement.

Change-in-Control Benefits

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Change-in-control benefits are designed to preserve executive productivity and encourage retention in an actual or potential change in control.



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These benefits are tailored to our company and are generally competitive with benefits offered by similarly situated companies.

Role of the Compensation Committee, Compensation Consultants, and Management

        The Compensation Committee continued to retain Frederic W. Cook & Co., Inc. ("F.W. Cook") as its independent compensation consultant for 2019. F.W. Cook periodically collects and analyzes market data to provide a competitive reference on pay levels, structure, and performance alignment for executives and directors. F.W. Cook may also advise the Compensation Committee on other executive and director compensation matters and general compensation trends.

        Outside of its role as independent compensation consultant, F.W. Cook does not provide any other services to us or our management and does not have any other direct or indirect business relationships with us or our management. The Compensation Committee has assessed the independence of F.W. Cook and concluded that its engagement does not raise any conflicts of interest.

        While market data provided by an independent compensation consultant can be a useful guide in setting executive compensation, the Compensation Committee believes that a successful compensation program also requires that the Compensation Committee apply its own judgment and subjective determination to reconcile the program's objectives with the realities of rewarding and retaining our executives and to measure the individual performance of our executives. In this regard, the Compensation Committee asks Mr. Jornayvaz to make recommendations about the compensation to be paid to executives who report to him. The Compensation Committee believes it is valuable to consider the recommendations of Mr. Jornayvaz with respect to these matters because his knowledge of our operations, our industry, and the day-to-day responsibilities of our executives gives him a unique perspective on the performance of our executives in light of our business at a given point in time. The Board (without the participation of Mr. Jornayvaz) or the Compensation Committee makes all compensation decisions with regard to Mr. Jornayvaz. While the Compensation Committee is solely responsible for the appointment of the independent compensation consultant and for approving executive compensation, management supports the work of the Compensation Committee and the independent compensation consultant. In addition, at the request of the Compensation Committee, members of management meet periodically with the

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Compensation Committee regarding the design of our compensation programs and other compensation matters. The members of the Compensation Committee meet regularly in executive sessions outside the presence of management.

Peer Group

        The Compensation Committee uses peer company market data to guide its review of the total compensation of our executives. Our peer group was made up of publicly traded, natural resource companies based in the U.S. that generally had revenues and market capitalizations ranging from about 0.4 times to 4.0 times our revenue and market capitalization at the time the peer group was constructed (Spring 2018). During the first quarter of 2019 when our executive equity grant decisions were made, our market capitalization approximated the median of our peer group. The peer group used to inform 2019 compensation decisions consisted of the following companies:

2019 Compensation Decisions

Base Salary

        During 2019, the Compensation Committee approved the following changes to executive salaries:

        In 2019, management approved a 3% cost-of-living increase to the annual base salaries for most of our non-executive employees. The Compensation Committee approved a similar increase to the annual base salaries for certain executives other than Mr. Jornayvaz. The increase for Mr. McDonald's reflects his significant individual performance, and no increase was approved for Ms. Wyatt as her base salary was set in connection with her promotion to Chief Human Resources Officer in December 2018. As part of their promotion, the base salaries for Mr. Baldridge and Mr. Preston were increased further after taking into account their respective individual experience and role, and taking into account the recommendation of Mr. Jornayvaz.

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Cash Bonuses

2019 Cash Bonus Program

        An important component of our total compensation program is the annual cash incentive based on the attainment of pre-established annual performance goals. At the beginning of each year, the Compensation Committee selects the executive officers and other key employees who are eligible to participate, establishes their target bonus amounts, and sets the performance goals for the year. Shortly after the end of each year, the Compensation Committee certifies the bonus payments to be made for the year, if any, based on actual performance as compared to the pre-established goals. Bonuses can be paid in cash or stock. The Compensation Committee may reduce or eliminate any potential earned award, or terminate the plan, in accordance with the plan.

        In setting the 2019 target bonus amounts for each of our executives, the Compensation Committee considered the following factors: (i) organizational level and expected impact on our annual operating results; (ii) the scope, level of expertise and experience required for the named executive officer's position; and (iii) competitive levels of target annual incentive opportunity.

Calculation of Potential 2019 Bonuses

        Each of our executives was eligible to participate in our 2019 cash bonus program (the "2019 Bonus Plan"), except for Mr. Jornayvaz. As described below under the heading "Equity Awards," almost all of Mr. Jornayvaz's compensation for 2019 was granted in the form of equity awards. As a result, Mr. Jornayvaz did not participate in our 2019 Bonus Plan.

        The structure of the 2019 Bonus Plan was based on the achievement of three pre-established performance goals: Adjusted EBITDA (40% weighting), TRIR (as defined below) safety rating (40% weighting), and capital project cost and timeliness (20% weighting), with the potential for adjustment by the Compensation Committee based on non-financial and individual performance evaluations. Participants under the 2019 Bonus Plan were eligible to receive between 0% and 200%, as applicable for each performance goal, of each participant's respective target bonus based on actual performance, as discussed below.

        The total amount payable under the 2019 Bonus Plan was calculated by multiplying each executive's target bonus by performance percentages based on the three pre-established performance goals, as adjusted by non-financial and individual performance evaluations. In addition, any payout under the 2019 Bonus Plan required that 90% of the target Adjusted EBITDA performance goal be achieved. The threshold 90% requirement for target Adjusted EBITDA was not achieved in 2019. Therefore, no bonuses were paid to executives under the 2019 Bonus Plan.

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Target Bonus

        The Compensation Committee established the following 2019 target annual incentive amounts for each of our named executive officers under our 2019 Bonus Plan:

        Company Performance Goals

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        Site Performance

Target bonus (after applying company performance) is multiplied by a site performance percentage.

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Individual Performance

Target bonus (after applying company and site performance) is multiplied by an individual performance percentage.

Actual 2019 Bonus Performance

        The threshold 90% requirement for target Adjusted EBITDA was not achieved in 2019. Therefore, no bonuses were paid to executives under the 2019 Bonus Plan. We did not consider performance under the site and individual performance goals because the threshold Adjusted EBITDA was not achieved.

Year-End, Transactional and Discretionary Bonuses

        In December 2019, we paid a cash bonus of $500 and a related tax reimbursement to each employee of Intrepid as a year-end holiday bonus. Each of our executives that was still employed by Intrepid on the payment date also received this broad-based bonus and related tax reimbursement.

        In addition, the Compensation Committee recognized Ms. Wyatt and Ms. McCandless, and Messrs. Baldridge, McDonald, Montoya and Preston, with transactional bonuses for their efforts in the acquisition of land, water rights, and other related assets from the Dinwiddie Cattle Company in May 2019 and/or successful achievement of other contractual matters. In 2019, Mr. Preston was also awarded a discretionary bonus prior to his promotion as an officer of Intrepid.

Equity Awards

        In 2019, we granted equity awards to our executives under our Amended and Restated Equity Incentive Plan, in each case, in the form of time-vesting and performance-vesting restricted stock awards. The structure of the equity grants is intended to align the interests of our executives with those of our stockholders and to provide a compensation element intended to retain our executives over the long term. For 2019, the value of the long-term equity awards granted to each executive was based on the Compensation Committee's assessment of each executive's expected future contributions to our company, ability to impact our long-term results that drive stockholder value, each named executive officer's overall long-term performance and competitive levels of long-term equity compensation for similarly situated executives at our peer companies.

Mr. Jornayvaz's Equity Awards

        For 2019, 40% of the restricted stock award vests in three equal annual installments beginning on first anniversary of the grant date, subject to continued employment. The other 60% of the award represents performance-based restricted stock (the "CEO PSAs"). The CEO PSAs vest in in three tranches (each 33.3%), subject to continued employment. Each tranche is associated with a different 3-year price CAGR measured against Intrepid's stock price of $3.86 per share. If a tranche is not earning during the first three years, then the award may be eligible to be earned and vest immediately based on the achievement of

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4-year and 5-year CAGR price goals. The awards also vest in the event of death, disability, or a change in control. The following outlines the vesting criteria for the CEO PSAs:

        All CEO PSA Tranches:    If a price goal is achieved in the specified time-frame, then performance contingency is achieved; however, there may still be subject to time vesting as follows:

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PSA Tranche 1: No vesting will occur until the 1st anniversary of the grant date even if price goal is achieved earlier. If Tranche 1 goal is not achieved within 1 year, then it is eligible to be achieved and vest immediately thereafter if the price goals in the performance schedule are achieved.



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PSA Tranche 2: No vesting will occur until March 14, 2021, even if price goal is achieved earlier. If a Tranche 2 goal is not achieved within 2 years of the May 22, 2019 grant date, then it is eligible to be achieved and vest immediately thereafter if the price goals in the performance schedule are achieved.



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PSA Tranche 3: No vesting will occur until March 14, 2022, even if price goal is achieved earlier. If a Tranche 3 goal is not achieved within 3 years of the May 22, 2022 grant date, then it is eligible to be achieved and vest immediately thereafter if the price goals in the performance schedule are achieved.

Other Executives' Equity Awards

        For each executive, 50% of the award vests in two equal annual installments beginning on the first anniversary of the grant date, subject to continued employment. The other 50% of the award represents performance-based restricted stock ("PSAs"), which vests based on the achievement of the same performance goals under the 2019 Bonus Plan. The PSAs would have vested in March 2020, subject to continued employment, if (a) Adjusted EBITDA for 2019 equaled or exceeded $60.1 million (which represented 90% of the target Adjusted EBITDA, as discussed above), (b) 90% or greater achievement of the operation goal (completion of capital projects on time and under budget), and (c) our safety goal is achieved (i.e. TRIR at or below 1.8). The threshold 90% requirement for target Adjusted EBITDA was not achieved in 2019, therefore, the PSAs granted in 2019 were forfeited and did not vest.

Employee Benefits

        Our employees, including executives, are eligible for various employee benefits, including medical and dental insurance, group life insurance, accidental death and disability insurance, health and dependent care flexible spending accounts, a 401(k) plan, and paid time off. We generally match 100% of an employee's 401(k) deferrals up to a specified percentage of compensation or as limited by law. In addition, executives are entitled to the payment or reimbursement of supplemental long-term disability insurance premiums. We also provide relocation assistance to new executives and certain other employees.

        These benefits are generally consistent with the benefits provided by other companies of our size and help us remain competitive in attracting and retaining our executive talent.

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Perquisites

        Our executives are eligible for a gym membership allowance and paid parking or mass transit. These benefits are generally consistent with the benefits we provide to our Denver-based employees. For 2019, executives were also eligible for a reimbursement for regular physical examinations, including a tax reimbursement under certain circumstances. We believe that these benefits are appropriate and help us retain and reward our executive talent. We also believe that it is in our best interests for our executives and other employees to be in good health.

Change-in-Control Benefits

        Our executives are entitled to change-in-control severance benefits under our broad-based severance policy and in some cases individual change-in-control severance agreements. These benefits are intended to meet the following objectives:

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to reduce the distraction of the executives that would result from the personal uncertainties caused by a change in control;



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to encourage the executives' full attention and dedication to us during a change in control;



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to provide the executives with compensation and benefit arrangements upon a change in control that are competitive with those of similarly situated companies; and



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to retain key talent.

        We tailored these arrangements to provide a mix of benefits that we believe support the objectives described above. All cash severance is "double-trigger," meaning that cash severance will be paid to an executive only if he or she has a qualifying termination of employment within 24 months after the change in control for Mr. Jornayvaz or within six months after the change in control for our other current executives. In general, the cash severance amount equals two times the executive's salary plus bonus at the time of termination for Mr. Jornayvaz or one times salary plus bonus for our other current executives. In addition, these arrangements provide that unvested equity awards will vest immediately upon a change in control for Mr. Jornayvaz or upon a qualifying employment termination within six months after a change in control for our other current executives. We did not make any changes to the change-in-control benefits for our executives in 2019. You can find more information about potential change-in-control benefit amounts below under the heading "Potential Payments Upon Termination or Change-in-Control."

Noncompetition Agreements

        We have entered into noncompetition agreements with our executives. Mr. Jornayvaz has a noncompetition provision in his employment agreement, as described below under the heading "Employment Agreement with Robert P. Jornayvaz III." Our other executives have entered into agreements that provide generally that, if the executive voluntarily leaves Intrepid or is terminated for cause, he or she will not solicit our employees or work for a customer or competitor of Intrepid for a period of six months after termination.

Insider Trading Policy and Hedging and Pledging Transactions

        A description of our anti-hedging and anti-pledging policy can be found in "Corporate Governance—Insider Trading Policy and Hedging and Pledging Transactions."

Stock Ownership Guidelines

        All of our directors and executives are in compliance with the stock ownership guidelines or are within the applicable phase-in period. For more information, please see "Corporate Governance—Stock Ownership Guidelines."

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Accounting Impact and Tax Deductibility of Compensation

        ASC Topic 718, Compensation—Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock and PSAs under our equity incentive award plans will be accounted for under ASC Topic 718. We will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Compensation Risk Assessment

        As discussed in more detail above, the Compensation Committee has reviewed our compensation programs for all employees, including our named executive officers, and other executives and has concluded that these programs do not create risks that are reasonably likely to have a material adverse effect on our company.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019.

The Compensation Committee

Barth E. Whitham, Chairman Terry Considine
Chris A. Elliott
J. Landis Martin

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EXECUTIVE COMPENSATION

2019 Summary Compensation Table

        The following table sets forth the total compensation earned for services rendered during the years shown by our named executive officers as of December 31, 2019.

Bonus (Column d)

        The 2019 amounts in this column represent year-end Company-wide bonuses, and other transactional and retention bonuses for certain executives. You can find more information about these bonuses above under the heading "Compensation Discussion and Analysis—Cash Bonuses."

Stock Awards and Option Awards (Columns e and f)

        The amounts in these columns represent the aggregate grant date fair value of awards of restricted stock and stock options. We calculated these amounts in accordance with financial statement reporting rules, excluding the effect of any estimated forfeitures. You can find information about the assumptions used to calculate these amounts below under the heading "Grants of Plan-Based Awards in 2019" and in Note 13 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019. The aggregate grant date fair value of stock awards, which are comprised of time-vesting and performance-vesting restricted stock awards, includes the grant date fair value for the performance-vesting restricted stock awards calculated based on the target number of shares.

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All Other Compensation (Column g)

        The following table describes each component of the 2019 amounts in this column:

Grants of Plan-Based Awards in 2019

        The following table provides information about plan-based awards granted to our executives in 2019: