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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.           )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

 

INTREPID POTASH, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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Intrepid Potash, Inc.
707 17^th Street, Suite 4200
Denver, CO 80202

April 3, 2014

Dear Stockholder:

        We cordially invite you to attend the 2014 annual meeting of stockholders of Intrepid Potash, Inc. The meeting will be held on Wednesday, May 28, 2014, at 10:00 a.m. local time, at the Denver Marriott City Center, 1701 California Street, Denver, CO 80202.

        You will find important information about the matters to be voted on at the meeting in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page notice regarding the Internet availability of these materials and our 2013 Annual Report on Form 10-K instead of sending them a full set of printed materials. This notice tells you how to access and review on the Internet all of the important information contained in the proxy materials. This notice also tells you how to vote on the Internet or by phone and how to request to receive a printed copy of our proxy materials.

        Your vote is important. Whether or not you plan to attend the meeting, we hope that you will vote as soon as possible. You may vote on the Internet or by telephone 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.

		Very truly yours,
		Robert P. Jornayvaz III Executive Chairman of the Board

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Intrepid Potash, Inc.
707 17^th Street, Suite 4200
Denver, CO 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date		Wednesday, May 28, 2014
Time		10:00 a.m. Denver local time
Place		Denver Marriott City Center, 1701 California Street, Denver, CO 80202
Items of Business		(1)		To elect two Class III directors nominated by our Board of Directors to serve three-year terms expiring at our 2017 annual meeting of stockholders
		(2)		To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2014
		(3)		To approve, on an advisory basis, our executive compensation
		(4)		To transact any other business that properly comes before the meeting and any adjournment or postponement of the meeting
		The accompanying proxy statement provides more details about each of these proposals.
Record Date		Only holders of record of our common stock on March 31, 2014, are entitled to receive notice of, and to vote at, the meeting and any postponement or adjournment of the meeting.
Voting		Your vote is very important. Whether or not you plan to attend the meeting, we encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find specific information about how to cast your vote in the Question and Answer section of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2014

This notice, our proxy statement, and our 2013 annual report are available on our website at investors.intrepidpotash.com.

		By Order of the Board of Directors of Intrepid Potash, Inc.
		Martin D. Litt Secretary

Denver, CO
April 3, 2014

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		1
PROPOSAL 1—ELECTION OF CLASS III DIRECTORS		5
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014		9
PROPOSAL 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		11
CORPORATE GOVERNANCE		12
Director Independence		12
Board Leadership Structure		12
Independent Lead Director		13
Risk Management		13
Communication with Directors		14
Stock Ownership Guidelines		14
Insider Trading Policy and Hedging and Pledging Transactions		15
Committees and Meetings		15
Audit Committee		15
Nominating and Corporate Governance Committee		16
Compensation Committee		16
Director Designation and Voting Agreement		16
Governance-Related Materials		17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		17
COMPENSATION COMMITTEE REPORT		18
COMPENSATION DISCUSSION AND ANALYSIS		18
Executive Summary		18
Impact of 2013 Say-on-Pay Advisory Vote		21
Objectives of Compensation Program		22
Elements of Compensation		22
Role of the Compensation Committee, Compensation Consultants, and Management		23
Role of Peer Groups and Benchmarking		24
2013 Compensation Decisions		25
Equity Award Practices		34
Accounting Impact and Tax Deductibility of Compensation		34
EXECUTIVE COMPENSATION		35
2013 Summary Compensation Table		35
Grants of Plan-Based Awards in 2013		38
Outstanding Equity Awards at the End of 2013		40
Option Exercises and Stock Vested in 2013		41
Pension Benefits for 2013		42
Non-Qualified Deferred Compensation for 2013		42
Employment Agreement with Robert P. Jornayvaz III		42
Termination and Change-in-Control Payments		43
RISKS ARISING FROM COMPENSATION POLICIES AND PRACTICES		47
DIRECTOR COMPENSATION		48
EQUITY COMPENSATION PLAN INFORMATION		51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		51
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		54
LIMITATION OF LIABILITY AND INDEMNIFICATION		57
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		57
AUDIT COMMITTEE REPORT		58
HOUSEHOLDING		58
STOCKHOLDER PROPOSALS		59
ANNUAL REPORT ON FORM 10-K AND OTHER SEC FILINGS		59
OTHER MATTERS		59

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Intrepid Potash, Inc.
707 17^th Street, Suite 4200
Denver, CO 80202
(303) 296-3006

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PROXY STATEMENT

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive these proxy materials?

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We are providing these proxy materials to you in connection with the solicitation by the Board of Directors of Intrepid Potash, Inc., a Delaware corporation, of proxies to be voted at our 2014 annual meeting of stockholders.

The meeting will be held on Wednesday, May 28, 2014, at 10:00 a.m. local time, at the Denver Marriott City Center, 1701 California Street, Denver, CO 80202.

We will begin furnishing these proxy materials to stockholders on or about April 11, 2014.

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

What matters will be voted on at the annual meeting?

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Can I change or revoke my vote?

What is the quorum requirement for the meeting?

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What are the voting requirements for each matter?

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Who will pay the costs of soliciting votes for the meeting?

PROPOSAL 1—ELECTION OF CLASS III 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 bylaws and 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. If the number of directors is not evenly divisible by three, the remaining positions are allocated first to Class III and then to Class II. The classes of directors serve for staggered three-year terms, with their current terms ending at the annual meeting of stockholders in the following years: Class I directors—2015; Class II directors—2016; and Class III directors—2014.

        The Class III directors elected at the 2014 annual meeting will serve until the 2017 annual meeting. 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 2011 annual meeting. In making these nominations, our Board and Governance Committee considered each nominee's specific experiences, qualifications, and skills as described below. In addition, Messrs. Jornayvaz and Harvey were nominated in accordance with a Director Designation and Voting Agreement that we entered into in 2008 with certain of their affiliated entities. You can find more information about this agreement below under the heading "Corporate Governance—Director Designation and Voting Agreement." 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. Abstentions and broker non-votes will not count as votes cast. 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.

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        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 2014. 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 searches for candidates to fill any current or anticipated future gaps. The Governance Committee selects each nominee based on the nominee's 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 each nominee 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 individual's contributions to the Board are also considered.

        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 nominate persons for election to the Board only in accordance with our bylaws. You can find more information about the requirements for submitting stockholder proposals, including proposals relating to director nominees, below under the heading "Stockholder Proposals."

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

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Class III Nominees—Term Expires at 2014 Annual Meeting

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Class I Directors—Term Expires at 2015 Annual Meeting

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Class II Directors—Term Expires at 2016 Annual Meeting

Recommendation of our Board of Directors

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

PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014

        The Audit Committee of our Board has selected KPMG to serve as our independent registered public accounting firm for the year ended December 31, 2014, 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 us and our stockholders.

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        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 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, 2013, and 2012. All of these services and fees were pre-approved by the Audit Committee.

        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 for 2012 represent fees associated with the review of a universal shelf registration statement. Tax fees for 2012 include fees for assistance with technical and compliance tax research. 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 non-audit services meet a de minimis exception allowed by law. In carrying out this responsibility, the Audit Committee follows the following general procedures:

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If applicable, each year the Audit Committee reviews and pre-approves a schedule of the particular services and estimated fees for proposed audit and non-audit services 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 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.



•

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

Recommendation of our Board of Directors

        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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PROPOSAL 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        We are asking stockholders to approve, on an advisory basis, the compensation of our executives as disclosed in this proxy statement in accordance with the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC rules. This proposal is commonly called a "say-on-pay" vote. We encourage you to read the Compensation Discussion and Analysis, or CD&A, section of this proxy statement and the summary compensation and other tables that follow the CD&A. These sections provide detailed information about our compensation objectives, the design and operation of our executive compensation program, and the 2013 compensation of our executives.

        We believe that our executive compensation program is aligned with the long-term interests of our stockholders. Specifically, our executive compensation program is designed to meet the following goals:

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To provide compensation opportunities that attract, retain, motivate, and reward talented executives



•

To emphasize pay for performance by linking a substantial portion of the compensation of our executives to individual and corporate performance



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To encourage stock ownership by our executives to align their interests with the interests of our other stockholders

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

RESOLVED, that the compensation paid to Intrepid's executives, as disclosed pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, compensation tables, and related narrative discussions, 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 will consider the outcome of the vote when making future executive compensation decisions. At our 2013 annual meeting, our stockholders expressed support for the compensation of our executives, with 97% of the votes cast for advisory approval of our executive compensation.

        At our 2011 annual meeting, our stockholders supported, on an advisory basis, holding the say-on-pay vote on an annual basis. After the 2011 annual meeting and taking into consideration stockholder support for an annual say-on-pay vote, our Board determined to hold the say-on-pay vote annually. Accordingly, the next say-on-pay vote will occur at our 2015 annual meeting. The next advisory vote on the frequency for the say-on-pay vote will occur at our 2017 annual meeting.

Recommendation of our Board of Directors

        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 companies that were created to acquire and own residential apartment properties and that are managed and controlled by Mr. Considine's son. Our Board considered among other things the size and characteristics of each of these investments.

        Mr. Whitham—Enduring Resources, LLC and BH Holdings LLC have entered into an Aircraft Dry Lease Agreement and Crew Services Agreement relating to an aircraft owned by BH Holdings. Mr. Whitham is the Chief Executive Officer and President of Enduring Resources, and BH Holdings is indirectly owned by Messrs. Jornayvaz and Harvey. Our Board considered among other things the monetary value of the proposed transactions and nature of the agreement. Enduring Resources did not use the aircraft owned by BH Holdings during 2013.

Board Leadership Structure

        We currently do not have a position entitled chief executive officer. We have one individual serving as our principal executive officer and chairman of our Board. Specifically, our Board has appointed Mr. Jornayvaz to serve as our Executive Chairman of the Board and our principal executive officer for SEC and NYSE reporting purposes. Our Board believes that Mr. Jornayvaz is best situated to serve as Executive 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 the company and from different industries, while Mr. Jornayvaz brings company- and industry-specific experience and expertise. In addition, Mr. Jornayvaz is our largest stockholder, holding approximately 14% of our outstanding common stock as of March 15, 2014. Consequently, Mr. Jornayvaz's interests are generally aligned with the interests of our other stockholders.

        At this time, our Board believes that the combined role of Executive Chairman of the Board and principal executive officer 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 Executive Chairman of the Board and principal 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.

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Independent Lead Director

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

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



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



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



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



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



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



•

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

Risk Management

        We are exposed to a number of risks, and at least annually we undertake a risk management review to identify and evaluate risks throughout our company and to develop plans to manage them effectively. We have established an enterprise risk management program to assist in this process. Our Executive Vice President of Human Resources and Risk Management is directly responsible for our risk management functions, and, in this role, he periodically updates the Board regarding ongoing assessment and mitigation of our risks and works closely with members of senior management, mine general managers, and others within Intrepid to identify and design programs or procedures to mitigate potential risks where possible. 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 regularly reviews information about our liquidity, capital expenditures, cost of goods sold, inventory, product pricing, and sales, as well as the associated risks in the potash market. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. The Audit Committee oversees the management of accounting, financial reporting, and financial risks and the management of our compliance program. The Governance Committee manages risks associated with director independence and potential conflicts of interest. Our Board oversees management of risks associated with operations, environmental, health, and safety. While each committee is responsible for evaluating certain risks and overseeing the management of those risks, the entire Board is regularly informed about those risks through committee reports.

        We have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. You can find more information about our assessment of risks arising from compensation policies and practices below under the heading "Risks Arising from Compensation Policies and Practices."

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

Lead Director
c/o Intrepid Potash, Inc.
707 17th Street, Suite 4200
Denver, CO 80202

        Communications can be made anonymously and confidentially using this method. A copy of communications will be forwarded to our legal counsel and retained for a reasonable period of time. Our 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 toll-free telephone number for employees to use to report, on a confidential and anonymous basis, any concerns regarding questionable accounting, internal accounting controls, or auditing matters.

Stock Ownership Guidelines

        We believe that stock ownership by our directors and senior management better aligns their interests with those of our other stockholders. Our Board has established stock ownership guidelines that encourage these individuals to own meaningful amounts of our common stock. After a specified phase-in period, each covered individual is expected to own Intrepid common stock with a minimum average value equal to a specified multiple of his then-current annual salary or annual cash retainer. If the individual has not achieved this ownership level by the end of the phase-in period, the individual is expected to retain ownership of at least 50% of the total number of shares of our common stock 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. In addition, after the phase-in period, the individual may not enter into any transaction that would result in non-compliance, excluding the withholding of shares to cover taxes due upon the vesting of restricted stock or performance stock units.

        The table below summarizes our 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.

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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 or derivative securities only during regular 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, we approve transactions in derivative securities only 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 us).

        None of our directors or executives is involved in any hedging or pledging transactions relating to our securities.

Committees and Meetings

        Our Board met six times in 2013. In 2013, each director attended in person or by phone 75% or more of the aggregate of the total number of meetings of the Board held while he was a director and of each committee on which he served during the period in which he served as a member of that committee. Each director is expected to attend our annual meetings. All but one of our directors attended our 2013 annual meeting in person or by telephone. Our independent and non-management directors meet regularly in executive session without management present.

        Our Board has an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee. Each of these committees is comprised solely of independent directors. The charters for these committees are available on our website at www.intrepidpotash.com. Each of these committees meets regularly in executive session without management present.

        The following table sets forth the chairperson and members of each committee and the number of meetings held in 2013.

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 integrity of our accounting policies, financial reporting practices, and financial statements; the assessment of the independent auditor'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 independent auditors and reviews the quarterly and annual financial results. The committee reviews the audit plan and the results of the audit with the independent auditors and reviews the independence of the auditors, 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

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responsibility for our internal audit function. Our Director of Internal Audit reports directly to the Audit Committee.

        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 applicable to audit committee members, including the heightened independence requirements under the SEC's rules. 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.

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 may deem necessary. Additionally, the Governance Committee is responsible for the periodic review and recommendation to the Board of the compensation structure for the non-employee directors for Board and committee service.

        Our Board has determined that each member of the Governance Committee is independent under the NYSE's director independence standards.

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 any functions that are required, under applicable NYSE rules or federal securities laws, to be performed by independent directors.

        Our Board has determined that each member of the Compensation Committee is independent under the NYSE's director independence standards applicable to compensation committee members, including the heightened independence requirements under new rules recently adopted by the SEC.

Director Designation and Voting Agreement

        Intrepid, Intrepid Production Corporation (or IPC), and Harvey Operating and Production Company (or 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 HOPCO, together with Messrs. Jornayvaz and Harvey, in the aggregate own approximately 26% of our outstanding common stock as of March 15, 2014. 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 not take any action

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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 and has been nominated for reelection at our 2014 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 written charters of the Audit Committee, Governance Committee, and Compensation Committee, in the investor relations section of our website at www.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.
707 17th Street, Suite 4200
Denver, CO 80202

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        During 2013, Messrs. Whitham, Considine, Elliott, and Martin served on our Compensation Committee. None of our executive officers currently serves, or served during 2013, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. No member of our Compensation Committee has ever been an executive officer or employee of Intrepid.

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COMPENSATION COMMITTEE REPORT

        The following report of the Compensation Committee is not "soliciting material," will not be deemed "filed" with the SEC, and will not be incorporated by reference into any of our filings under the Securities Act of 1933, as amended (referred to as the Securities Act), or the Exchange Act, except to the extent we specifically incorporate it by reference therein.

        The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussions, 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 fiscal year ended December 31, 2013.

THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF INTREPID POTASH, INC.

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

COMPENSATION DISCUSSION AND ANALYSIS

        This section describes our executive compensation program as it relates to the following individuals:

•

Robert P. Jornayvaz III—Executive Chairman of the Board



•

David W. Honeyfield—President and Chief Financial Officer



•

Martin D. Litt—Executive Vice President, General Counsel, and Secretary



•

John G. Mansanti—Senior Vice President of Operations



•

Kelvin G. Feist—Senior Vice President of Sales and Marketing

        When we refer to our "executives" throughout this proxy statement, we mean the five individuals named above.

Executive Summary

        We believe that a strong executive team is critical to our long-term success. One of the key goals of our executive compensation program is to attract, motivate, and retain a talented team of executives who will provide leadership for our success in dynamic and competitive markets. We seek to accomplish this goal in a way that rewards performance and is aligned with our stockholders' long-term interests. We believe the design of our executive compensation program is effective and is in the best interests of our stockholders.

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2013 Performance

        We are the largest producer of potash in the United States supplying approximately 9% of the country's annual consumption. Our financial results for 2013 included the following:

•

We invested a total of $256 million in capital projects that are designed to increase our production and lower our per-ton production costs. Our major capital projects are substantially complete with 2013 accomplishments including the following:



•

We harvested and produced the first tons of potash at our newly constructed HB Solar Solution mine, which, over time, has the ability to meaningfully increase our potash production and lower our per ton cash operating costs.*



•

We finished commissioning the first and second compaction lines at our newly built North facility and we expect the third and final line to be completed in the first half of 2014. This facility gives us the capacity to granulate 100% of our New Mexico potash production, thereby enhancing our marketing and sales flexibility.



•

We continued to install and tie-in new equipment at our West processing facility with the goal of increasing potash production through improved recoveries.



•

We completed drilling and began injecting brine into the third cavern system at our Moab facility, thereby enhancing these operations and allowing for incremental production of low-cost solar solution potash tons.



•

We had sales of $336 million, down from $451 million in 2012 due to both lower sales volumes and lower prices. Sales volumes declined primarily due to unseasonable spring weather patterns and general cautiousness in the global potash market. Potash pricing continued to come under pressure due to uncertainty surrounding increased global potash supply and North American inventory levels above five-year averages.



•

We earned net income of $22 million, or $0.30 per diluted share, down from $87 million, or $1.16 per diluted share, in 2012. Net income was impacted by the pricing pressures described above and increased per-ton costs primarily due to lower recoveries and ore grades at some of our facilities.

You can find more information about our 2013 financial performance in our Annual Report on Form 10-K for the year ended December 31, 2013.

*

Cash operating costs is a financial measure not calculated in accordance with GAAP and is calculated as total of cost of goods sold divided by the number of tons of potash sold and then adjusted to exclude per-ton abnormal production, royalties, depreciation, depletion, and amortization.

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Pay for Performance

        Our executive compensation program is designed to reward performance and align our executives' interests with the long-term interests of our stockholders. We emphasize pay for performance in several ways:

2013 Executive Compensation Summary

        Below are key features of our 2013 executive compensation program. Each of these items is described in more detail later in this CD&A.

•

Executive Chairman Compensation and Stock Ownership—Mr. Jornayvaz has had the same $100,000 salary from 2010 through 2013. Under his employment agreement, Mr. Jornayvaz is entitled to a target bonus of $500,000 and a target equity award of $750,000. However, before the Compensation Committee approved the 2013 cash bonuses for executives, Mr. Jornayvaz requested that the Compensation Committee reduce his 2013 bonus to zero. Mr. Jornayvaz is our largest stockholder, holding approximately 14% of our outstanding common stock as of March 15, 2014. Consequently, a meaningful portion of Mr. Jornayvaz's long-term returns from Intrepid continues to be tied to his ownership stake. As our largest stockholder, Mr. Jornayvaz's interests are generally aligned with the interests of our other stockholders.

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•

Market Adjustments to Compensation—In January 2013, the Compensation Committee approved increases to the targeted total direct compensation for our executives other than Mr. Jornayvaz. The increases were effected through changes in salary and, in some cases, target equity awards. In approving the changes, the Compensation Committee set targeted total direct compensation approximately at or slightly below the market median.



•

Annual Cash Bonuses—Executives received cash bonuses equal to 49.4% of target under our Short-Term Incentive Plan based on our 2013 financial and operational performance as compared to pre-established performance goals under the plan. We did not pay any discretionary bonuses for 2013.



•

Performance Stock Units—For 2013, we granted performance stock units tied to our relative TSR and production tons performance. The performance stock units tied to relative TSR will pay out at zero because our relative TSR in 2013 did not meet the threshold level established under the awards. The performance stock units tied to production tons will pay out at 78.5%, subject to three-year time vesting, based on our 2013 production results as compared to the pre-established performance goals under the awards.



•

Stock Ownership Guidelines—We maintain stock ownership guidelines that encourage our executives and other key employees to own meaningful amounts of our common stock, thereby better aligning their interests with those of our other stockholders.



•

Limited Use of Employment Agreements—None of our executives has an employment agreement other than Messrs. Jornayvaz and Harvey. All executives are expected to demonstrate strong personal performance in order to continue serving as a member of our executive team.

2014 Executive Compensation Preview

        In January 2014, we announced that we had implemented a number of cost-savings initiatives to better align our cost structure with the current business environment. As part of these initiatives, our executives proposed, and the Compensation Committee approved, reductions in executive compensation for 2014. Mr. Jornayvaz's salary was reduced by 50% as compared to 2013 (from $100,000 to $50,000) and his target annual bonus for 2014 was reduced to zero. The salaries of our other executives were reduced by 20% as compared to 2013. Because target bonuses for these executives are set as a percentage of salary, the salary changes also reduce their target bonuses for 2014 by 20%. The salary changes were effective on February 1, 2014. For 2014, the value of each executive's annual equity award remained unchanged as compared to 2013; however, the 2014 awards were granted entirely in the form of restricted stock.

Impact of 2013 Say-on-Pay Advisory Vote

        At our 2013 annual meeting, stockholders expressed support for the compensation of our executives, with 97% of the votes cast for advisory approval of our executive compensation. When the Compensation Committee conducts its annual review of executive compensation during the first part of each year, it considers a variety of factors as discussed in this CD&A, including the results of the previous year's advisory vote to approve executive compensation. While the Compensation Committee has considered the results of the 2013 advisory vote, it did not make any changes to our executive program or policies as a result of the vote in light of the strong stockholder support.

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Objectives of Compensation Program

        Our executive compensation program has three primary objectives:

Elements of Compensation

        The primary elements of our 2013 executive compensation program are described below:

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        We also provide the following other compensation elements to our executives:

Role of the Compensation Committee, Compensation Consultants, and Management

        The Compensation Committee retains Frederic W. Cook & Co., Inc., or F.W. Cook, as its independent compensation consultant. F.W. Cook helps the Compensation Committee collect and analyze market data to provide a competitive reference on pay levels, structure, and performance alignment for executives and directors. F.W. Cook also advises the Compensation Committee on a variety of executive and director compensation matters and provides information about 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 work 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 valued executives and to measure the individual performance of our executives. In this regard, the Compensation Committee asks Messrs. Jornayvaz and Honeyfield to make recommendations about the compensation to be paid to executives. 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, Messrs. Jornayvaz and Honeyfield and other members of our

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executive management team meet periodically with the Compensation Committee regarding the design of our compensation programs and other compensation matters. The Compensation Committee meets regularly in executive sessions without management present.

Role of Peer Groups and Benchmarking

        In setting 2013 executive compensation, the Compensation Committee reviewed market data collected by F.W. Cook in 2012. The data consisted of information about the compensation paid in 2011 to executives at our peer companies, as reported in these companies' 2012 proxy statements. For each executive position, the data showed salary, target bonus, target total cash compensation (which includes salary and target bonus), target equity compensation, and target total direct compensation (which includes salary, target bonus, and target equity compensation) for similarly situated executives at the 25^th, 50^th, and 75^th percentiles.

        With assistance from F.W. Cook and our management, the Compensation Committee approves the makeup of our peer group and reevaluates the group annually. In general, our peer group consists of companies with which we may compete for business, capital, or executive talent. Specifically, our peer group is made up of natural resource, diversified metal and mining, and fertilizer companies that are based in the U.S. and that had revenues and market capitalizations ranging from about 0.25 times to 4.0 times our revenue and market capitalization (or a revenue range from $175 million to $1.810 billion and a market capitalization range from $487 million to $5.236 billion). Our revenue and market capitalization were at approximately the median as compared to the peer group at the time the group was chosen and at the time the market data was reviewed by the Compensation Committee. Our 2013 peer group consisted of the following companies:

        Our 2013 peer group was the same as our 2012 peer group, except that we removed SM Energy Company because its revenue no longer fell within the range described above.

        At the direction of the Compensation Committee, management analyzed the market data collected by F.W. Cook and provided the results of its analysis, together with the recommendations of Mr. Honeyfield, to the Compensation Committee. The Compensation Committee made its 2013 executive compensation decisions for executives other than Mr. Jornayvaz, as described in more detail below under the heading "2013 Compensation Decisions," after considering the market data, management recommendations, and the executives' individual experience and responsibilities. In general, the intent was to set targeted total cash compensation at the market median and to set targeted total direct compensation at or slightly below the market median reflecting the heavier weighting within equity compensation towards restricted stock over performance stock units.

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        The Compensation Committee did not review market data with respect to Mr. Jornayvaz's 2013 compensation in light of his request, and our agreement, to reduce his compensation in connection with his May 2010 employment agreement, as discussed in more detail below under the heading "2013 Compensation Decisions—Salary."

2013 Compensation Decisions

Salary

        Mr. Jornayvaz's current employment agreement sets his salary at $100,000, subject to annual review by the Compensation Committee. When we entered into this agreement with Mr. Jornayvaz in May 2010, he requested that we reduce his salary to $100,000 in connection with the reallocation of day-to-day responsibilities to other executives, including Mr. Honeyfield. The Compensation Committee did not make any changes to Mr. Jornayvaz's salary for 2013.

        In January 2013, the Compensation Committee conducted its annual review of salaries for our other executives. Taking into account market data and the recommendations of Mr. Honeyfield, the Compensation Committee approved the following salary changes:

        In making these changes, the Compensation Committee generally set salaries at amounts that resulted in targeted total cash compensation at approximately the market median, as described above under the heading "Role of Peer Groups and Benchmarking."

Annual Cash Bonus

Background

        We have adopted a Short-Term Incentive Plan that allows for the payment of annual bonuses based on the attainment of pre-established annual performance goals. The plan was most recently approved by our stockholders in 2012 and is intended to allow us to grant awards that qualify as "performance-based compensation" within the meaning of Section 162(m). You can find more information about Section 162(m) below under the heading "Accounting Impact and Tax Deductibility of Compensation."

        The Compensation Committee administers the plan. Within the first 90 days of each year, the Compensation Committee selects the executive officers and other key employees who are eligible to participate in the plan, establishes their target bonus amounts, and sets the performance goals for the year in accordance with the plan. In determining annual bonuses for executives, we use the same performance measures and goals as we use for non-executive employees. The target bonus amounts and performance goals are then communicated to plan participants. 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 are paid in cash or stock no later than March 15 of the following year. Our Board can amend or terminate the plan at any time, subject to any restrictions under Section 162(m).

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2013 Bonus Calculation

        The following table shows the calculation of 2013 cash bonuses to executives under our Short-Term Incentive Plan:

Target Bonuses

        Mr. Jornayvaz's current employment agreement provides that his target annual bonus is generally intended to be $500,000; provided that his actual target bonus for any year will be determined by the Compensation Committee in its sole discretion. This amount was negotiated between the Compensation Committee and Mr. Jornayvaz when the agreement was entered into in May 2010. As noted in the table above, before the Compensation Committee approved the 2013 cash bonuses for executives, Mr. Jornayvaz requested that the Compensation Committee reduce his 2013 bonus to zero.

        In January 2013, the Compensation Committee established the target bonuses for our other executives. Target bonuses are stated in terms of a percentage of salary, as shown in the table above. The Compensation Committee did not make any changes to these percentages as compared to the percentages used in 2012. When combined with the adjustments to salaries described above, the target bonuses resulted in targeted total cash compensation at approximately the market median.

Performance Payout Percentage

        The actual bonus paid to each executive under our Short-Term Incentive Plan could have ranged from 0% to 200% of the executive's target bonus based on the achievement of pre-established performance goals.

        In February 2013, taking into account management's recommendations, the Compensation Committee approved the 2013 performance measures, goals, and weightings under the plan. In general, for each measure, the Compensation Committee set threshold, target, and maximum levels of performance that corresponded to payouts within the range of 0% to 200%. The performance measures and weightings used

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for 2013 were the same as those used for 2012; however, the specific goals under each measure were updated for 2013.

        In January 2014, the Compensation Committee reviewed actual performance in 2013 as compared to the pre-established goals and approved a performance payout percentage of 49.4% for 2013 under the Short-Term Incentive Plan calculated as follows:

        We include below more information about our reasons for selecting each of these measures and the calculations used to determine the resulting payout for each measure. Overall, management recommended, and the Compensation Committee approved, these measures, goals, and weightings because we believe they appropriately focus our executives and employees on the most important elements of our business.

•

Safety—Safety is a core value and operating requirement for us. We believe this measure is the most inclusive way to promote and assess our commitment to a safe work environment and to drive a culture of risk identification and mitigation. Over the past few years, we have had solid improvement in our safety measures; however, we believe there is always room for more improvement. We include employee and contractor hours in our safety calculations to emphasize that our culture of dedicated safety programs applies to all people who perform work on our work sites.

•

Net Sales Tons of Potash and Trio®—This measure is directly aligned with our strategy of selling tons at prevailing market prices to sustain efficiencies in our operating plants. We calculate net

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sales tons as the total number of tons of potash and Trio® sold less the number of tons sold on which we provided a quality adjustment to our customers for product that did not meet specifications. As a result, this measure is also intended to drive a quality requirement. Taking into account management's recommendation, the Compensation Committee set the goal for a 100% payout on this metric at the Board's forecasted amount for the year. Our net sales tons did not meet the threshold level required for payout on this measure primarily due to lower sales volumes as a result of unseasonable spring weather patterns and general cautiousness in the global potash market.

•

Adjusted Cash Operating Costs Per Ton of Potash—Cash operating costs per ton of potash is largely a function of the operating rates at our facilities and our ability to manage costs associated with production. This measure is a financial measure not calculated in accordance with GAAP. For this purpose, cash operating costs are calculated as total of cost of goods sold divided by the number of tons of potash and Trio® sold and then adjusted to exclude per-ton abnormal production, royalties, depreciation, depletion, and amortization. We also adjusted cash operating costs to include the impact of lower-of-cost-or-market adjustments during the year. Taking into account management's recommendation, the Compensation Committee set the goal for a 100% payout on this metric at the Board's forecasted amount for the year. As shown below, higher-than-expected cash operating costs correlate to a lower-than-target payout on this metric. In 2013, we had higher-than-expected cash operating costs primarily due to lower volumes and production challenges associated with lower recoveries and ore grades at some of our facilities.

•

Adjusted EBITDA—Adjusted earnings before interest, taxes, depreciation, and amortization (or adjusted EBITDA) is a measure of our core profitability. This measure is widely used by investors, analysts, and others to measure performance excluding the effects of items that do not affect core operations. Adjusted EBITDA is a financial measure not calculated in accordance with GAAP.

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Adjusted EBITDA is calculated as net income adjusted to add back interest expense, income tax expense, depreciation, depletion, amortization, and accretion related to our asset retirement obligation. In some cases, we may adjust EBITDA for non-cash, unusual, or non-recurring items. Taking into account management's recommendation, the Compensation Committee set the goal for a 100% payout on this metric at the Board's forecasted amount for the year. Our adjusted EBITDA did not meet the threshold level required for payout on this measure primarily due to the lower sales and higher cash operating costs, as described above.

•

Capital Investment—The execution of capital projects on budget and on time is critical to our success. We measured performance separately for major and non-major capital projects, with each category contributing to the capital investment measure in proportion to its relative contribution to total capital investment for the year.

For non-major capital projects, which represented 16% of our total capital investments, we evaluated our ability to deliver against the estimated costs and timelines set forth in the original authorizations for expenditure, or AFEs, relating to projects completed in 2013.

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For major capital projects, which represented 84% of our total capital investments, we measured performance using the following 12 milestones: