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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 under §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, Colorado 80202
April 3, 2013

Dear Stockholder:

        We cordially invite you to attend the 2013 annual meeting of stockholders of Intrepid Potash, Inc. The meeting will be held on Wednesday, May 29, 2013, at 10:00 a.m. local time, at the Denver Marriott City Center, 1701 California Street, Denver, Colorado 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 2012 Annual Report 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, Colorado 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date		Wednesday, May 29, 2013
Time		10:00 a.m. Denver local time
Place		Denver Marriott City Center, 1701 California Street, Denver, Colorado 80202
Items of Business		(1)		To elect two Class II directors nominated by our Board of Directors to serve three-year terms expiring at our 2016 annual meeting of stockholders
		(2)		To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2013
		(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 April 1, 2013, 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 29, 2013

This notice, our proxy statement, and our 2012 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, Colorado
April 3, 2013

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		1
PROPOSAL 1—ELECTION OF CLASS II DIRECTORS		5
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013		9
PROPOSAL 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		10
CORPORATE GOVERNANCE		11
Director Independence		11
Board Leadership Structure		12
Independent Lead Director		12
Risk Management		13
Communication with Directors		13
Stock Ownership Guidelines		14
Insider Trading Policy and Hedging and Pledging Transactions		14
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		17
COMPENSATION DISCUSSION AND ANALYSIS		18
Executive Summary		18
Impact of 2012 Say-on-Pay Advisory Vote		20
Philosophy and Overview of Compensation		20
Role of the Compensation Committee, Compensation Consultants, and Management		22
Role of Peer Groups and Benchmarking		23
2012 Compensation Decisions		25
Equity Award Practices		36
Accounting Impact and Tax Deductibility of Compensation		36
EXECUTIVE COMPENSATION		37
2012 Summary Compensation Table		37
Grants of Plan-Based Awards in 2012		40
Outstanding Equity Awards at the End of 2012		43
Option Exercises and Stock Vested in 2012		45
Pension Benefits for 2012		45
Non-Qualified Deferred Compensation for 2012		45
Employment Agreement with Robert P. Jornayvaz III		45
Termination and Change-in-Control Payments		46
RISKS ARISING FROM COMPENSATION POLICIES AND PRACTICES		51
DIRECTOR COMPENSATION		51
EQUITY COMPENSATION PLAN INFORMATION		55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		55
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		58
LIMITATION OF LIABILITY AND INDEMNIFICATION		61
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		62
AUDIT COMMITTEE REPORT		62
HOUSEHOLDING		63
STOCKHOLDER PROPOSALS		63
ANNUAL REPORT ON FORM 10-K AND OTHER SEC FILINGS		63
OTHER MATTERS		64

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Intrepid Potash, Inc.
707 17^th Street, Suite 4200
Denver, Colorado 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 2013 annual meeting of stockholders.

The meeting will be held on Wednesday, May 29, 2013, at 10:00 a.m. local time, at the Denver Marriott City Center, 1701 California Street, Denver, Colorado 80202.

We will begin furnishing these proxy materials to stockholders on or about April 11, 2013.

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 II 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—2013; and Class III directors—2014.

        The Class II directors elected at the 2013 annual meeting will serve until the 2016 annual meeting. Our nominees for these Class II directorships are J. Landis Martin and Barth E. Whitham. 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. Both nominees are currently serving on our Board and were elected by stockholders at our 2010 annual meeting.

        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.

        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 2013. The Governance Committee seeks independent directors who represent a mix of

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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 Board and the Governance Committee believe that it is essential that the members of the Board represent diverse and experienced viewpoints. 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 solicits 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 II 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 as of the date of this proxy statement.

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Class II Nominees—Term Expires at 2013 Annual Meeting

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Class III Directors—Term Expires at 2014 Annual Meeting

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Class I Directors—Term Expires at 2015 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 2013

        The Audit Committee of our Board has selected KPMG to serve as our independent registered public accounting firm for the year ended December 31, 2013, 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.

        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.

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        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, 2012, and 2011. 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 represent fees associated with the review of a universal shelf registration statement. Tax fees 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:

•

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 our financial 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.

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

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provide detailed information about our compensation objectives, the design and operation of our executive compensation program, and the 2012 compensation of our executives.

        We believe that our executive compensation program is strongly aligned with the long-term interests of our stockholders and is instrumental in helping us achieve solid financial performance. Specifically, our executive compensation program is designed to meet the following goals:

•

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, including stockholder return



•

To encourage stock ownership by our executives to align their interests with those of our stockholders generally

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

RESOLVED, that the compensation paid to Intrepid's executives, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and 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 2012 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, an annual frequency for the say-on-pay vote (in contrast to a frequency of every two or three years). 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 2014 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.

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.

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        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 owned by entities controlled 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 2012.

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 14% of our outstanding common stock as of April 1, 2013. 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.

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 assure 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



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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.

        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."

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, Colorado 80202

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        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 or she 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. As such, 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 or her then-current annual base 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 unit awards).

        The table below summarizes our stock ownership guidelines:

        All of our directors and executives were in compliance with the stock ownership guidelines, or were within the applicable phase-in period, as of April 1, 2013.

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

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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 ten times in 2012. In 2012, 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 of our directors attended our 2012 annual meeting. 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 2012.

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 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.

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        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.

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. In this regard, during 2012, the Compensation Committee had a Section 162(m) Subcommittee comprised solely of "non-employee directors" for purposes of Rule 16b-3 under the Exchange Act and "outside directors" under Section 162(m) of the Internal Revenue Code of 1986, as amended, or Section 162(m). The Section 162(m) Subcommittee was responsible for, among other things, approving equity awards and performance-based compensation for our executives.

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 27% of our outstanding common stock as of April 1, 2013. 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 assure 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 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), both of whom are Class III directors whose terms expire in 2014.

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        Each of IPC and HOPCO has also agreed, except in the case of a transfer to each other, 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 such 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, Colorado 80202

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        During 2012, Messrs. Whitham, Considine, Elliott, and Martin served on our Compensation Committee. None of our executive officers currently serves, or served during 2012, 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.

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, 2012.

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

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

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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



•

James N. Whyte—Executive Vice President of Human Resources and Risk Management

        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.

2012 Performance Highlights

        We are the largest producer of potash in the United States supplying more than 9% of the country's annual consumption. In 2012, we delivered healthy financial results and continued to invest capital in projects that are designed to increase production and lower our per-ton production cost. We also returned cash to stockholders through a special dividend. Financial and operating highlights for 2012 include the following:

•

We finished the year with the highest average net realized sales price and the highest average cash margin of all North American potash producers.*



•

Sales were $451.3 million, an increase from $443.0 million in 2011.



•

We earned net income of $87.4 million, or $1.16 per diluted share, down from $109.4 million, or $1.45 per diluted share, in 2011.



•

We generated cash flow from operating activities of $187.8 million, up from $173.9 million in 2011.



•

We returned $56.5 million in cash to our stockholders through a special dividend of $0.75 per share in December 2012.

*

Average net realized sales price is an operating performance measure calculated as gross sales less freight costs, divided by the number of tons sold in 2012. Average cash margin is an operating performance measure calculated as average net realized sales price less cash operating cost of goods sold, net of by-product credits (which is defined as total cost of goods sold including royalties but excluding depreciation, depletion, and amortization, divided by the number of tons sold in 2012). Comparative information for other North American potash producers (Potash Corporation of Saskatchewan Inc., The Mosaic Company, and Agrium Inc.) was obtained from publicly available information.

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•

We made capital investments totaling $253.0 million designed to increase our production and lower our per-ton production costs.

        You can find more information about our 2012 financial and operating results in our Annual Report on Form 10-K for the year ended December 31, 2012.

Pay for Performance

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

•

Our executives have significant responsibilities relating to our overall strategic direction, the management of our capital structure, and the execution of our operating, marketing, and capital investment programs. We believe that a significant portion of executives' compensation should be variable, or "at risk." Our executive annual bonuses and equity awards constitute at-risk compensation. This approach helps to ensure that executives with greater responsibility for achieving our performance goals bear a greater proportion of the risk that those goals are not achieved and receive a greater proportion of the reward if those goals are met.



•

We pay annual cash bonuses based on individual and corporate performance. A significant portion of these bonuses is paid based on the achievement of annual operational and financial goals that impact earnings and influence the longer-term value of our company. These bonuses can range from 0% to 200% of target based on performance and therefore are entirely at risk if the pre-established goals are not met at designated levels. We also provide additional discretionary bonuses for other company successes or if we believe an executive has shown extraordinary leadership or individual performance.



•

A significant portion of executives' total compensation is paid in the form of long-term equity awards. By their nature, equity awards are directly linked to the longer-term performance of our stock. For 2012, we further linked equity awards to our performance by granting a portion of each executive's total equity award value in the form of performance-contingent and time-vested performance unit awards. The performance units are payable in shares of our stock over a three-year vesting period. The number of shares deliverable at settlement was determined based on a payout range of 0% to 150% depending on our actual 2012 performance compared to specified production or relative total shareholder return, or TSR, goals. As a result, the value that an executive ultimately earns from his performance units is tied to both our near-term performance, through the production and relative TSR measures, and our longer-term performance, through the payout over time in shares of our stock. In setting overall compensation for executives, the Compensation Committee takes into account market data and overlays an evaluation of the individual executive's contributions to our business. Among other things, the Compensation Committee considers how each executive's individual efforts and accomplishments contributed to the advancement of our long-term strategic goals and how each executive's individual efforts helped us to successfully manage the business through unpredictable challenges.

2012 Executive Compensation Summary

        Below are key features of our 2012 executive compensation program.

•

Executive Chairman Compensation and Stock Ownership—Mr. Jornayvaz has had the same $100,000 annual base salary and $500,000 target annual bonus since 2010. Mr. Jornayvaz is our largest stockholder, holding 14% of our outstanding common stock as of April 1, 2013.

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Consequently, a meaningful amount of Mr. Jornayvaz's long-term returns from Intrepid continue to come from returns on his ownership stake in our company. In addition, under our stock ownership guidelines, Mr. Jornayvaz is expected to own Intrepid common stock with a minimum average value equal to six times his annual base salary. As a result, his interests are generally aligned with the interests of our other stockholders.

•

Annual Cash Bonuses—Based on our 2012 financial and operational performance, our executives received cash bonuses equal to 71.2% of their target bonuses. This percentage was made up of a payout of 38.8% under our Short-Term Incentive Plan, a payout of 24.0% relating to an evaluation of performance on major capital projects as contemplated at the beginning of the year, and a discretionary bonus of 8.4% relating to successful performance of our potash marketing and sales program.



•

Introduction of Performance Unit Awards—In 2012, we shifted from granting equity awards as a combination of time-vested restricted stock and stock options to granting a combination of time-vested restricted stock and performance-contingent and time-vested performance unit awards. We believe this shift further strengthens our commitment to paying for performance, as described in more detail above under the heading "Pay for Performance."



•

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. You can find details about these stock ownership guidelines above under the heading "Corporate Governance—Stock Ownership Guidelines."



•

Market Adjustments to Compensation—In February 2012, the Compensation Committee approved increases to the targeted total direct compensation for our executives other than Messrs. Jornayvaz and Honeyfield. The increases were effected through changes in base salary, target annual bonus, and target equity awards and were generally intended to establish targeted total direct compensation approximately at or slightly below the market median.



•

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.

        Each of these items is described in more detail later in this section.

Impact of 2012 Say-on-Pay Advisory Vote

        At our 2012 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 2012 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.

Philosophy and Overview of Compensation

Objectives

        The goals of our executive compensation program are described below:

•

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

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•

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



•

To encourage stock ownership by our executives to align their interests with those of our stockholders generally

Elements of Compensation

        The primary elements of our 2012 executive compensation program are described below:

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        We also provide the following 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. Among other things, F.W. Cook helps the Compensation Committee collect and analyze market data relating to executive and director compensation, provides relative performance benchmarking for context, provides information about general compensation trends, and provides advice on a variety of executive and director compensation matters.

        The Compensation Committee first engaged F.W. Cook as its compensation consultant in mid-2011. Before then, Pay Governance LLC, or Pay Governance, was the Compensation Committee's compensation consultant. As part of the transition to F.W. Cook from Pay Governance, for 2012, the Compensation Committee asked both F.W. Cook and Pay Governance to collect executive compensation market data.

        Neither F.W. Cook nor Pay Governance provides any other services to us or our management or has any other direct or indirect business relationships with us or other management. The Compensation Committee has assessed the independence of F.W. Cook and concluded that its work does not raise any conflicts of interest. The Compensation Committee also assessed the independence of Pay Governance with respect to the transitional work that it did for 2012 and concluded that its work did 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

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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 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

        Taking into account the recommendation of F.W. Cook, for 2012, we changed the peer group that we use for purposes of setting executive compensation. For 2012, we selected a peer group that was focused on companies with which we may compete for business, capital, or executive talent. Specifically, we looked at natural resources 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 at the time (or a revenue range from $136 million to $1.481 billion and a market capitalization range from $521 million to $3.865 billion). For 2011, we had selected a peer group that included companies that (a) had revenues ranging from $109 million to $963 million and market capitalizations ranging from $227 million to $3.0 billion and (b) were in our industry or other extraction industries (whether U.S.- or non-U.S.-based) or were based in Colorado.

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        Below are our 2012 and 2011 peer groups. Companies shown in boldface type are in both peer groups.

        Because of our transition from F.W. Cook to Pay Governance, for 2012, we decided to review a blend of market data collected by both consultants using both our 2012 and 2011 peer groups. The goal was to obtain data that could be used to better identify year-over-year trends and to help guard against a situation where users of the data could come to the conclusion that the market data showed an increase in executive compensation levels in the market when in fact the market data showed an increase only because of our consultant or peer group changes. The market data from both consultants and for both peer groups was fairly comparable, thereby supporting our conclusion that changes in market conditions, and not the consultant and peer group changes, warranted the recommended changes in compensation for our executives.

        The market data collected by F.W. Cook and Pay Governance included the following:

•

Proxy data collected by F.W. Cook—F.W. Cook collected proxy-reported data on the compensation paid in 2010 to executives at companies in our 2012 peer group, as reported in these companies' proxy statements filed in 2011.



•

Survey data collected by Pay Governance—Pay Governance collected survey data from a 2011 general industry executive compensation survey performed by Towers Watson that included approximately 800 companies from all industries and that covered compensation paid in 2010. Pay Governance sized and sorted the data in a variety of ways in an effort to allow us to better identify year-over-year trends and to mitigate year-over-year volatility in revenues and pay levels. Specifically, Pay Governance sized the data to a $480 million and a $370 million annual revenue scope, which represented our budgeted revenue level for 2012 and 2011, respectively. In

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addition, Pay Governance sorted the data to include only companies with revenues between $150 million and $700 million and separately to include only companies with revenues between $200 million and $500 million. We considered these parameters to represent reasonable ranges of revenue that we might likely achieve given the volatility in commodity prices and production results associated with our business. The Compensation Committee reviewed the survey data only on an aggregate basis and did not receive a list of the individual component companies or consider the individual practices of those companies.

•

Proxy data collected by Pay Governance—Pay Governance collected proxy-reported data on the compensation paid in 2010 to executives at companies in our 2011 peer group, as reported in these companies' proxy statements filed in 2011.

        In general, each set of market data presented, for each executive position, base salary, target bonus, target equity compensation, and target total direct compensation for similarly situated executives at the 25^th, 50^th, and 75^th percentiles.

        At the direction of the Compensation Committee, management analyzed this market data and provided the results of its analysis, together with the recommendations of Messrs. Jornayvaz and Honeyfield, to the Compensation Committee. The initial reference point for market practices was the F.W. Cook proxy data. Because of the changes in our peer group from 2011 to 2012, the Pay Governance survey and proxy data was also reviewed. For most of these executives, proxy data did not provide a directly comparable position match. In those cases, the Compensation Committee reviewed the Pay Governance survey data at the 50^th to 75^th percentiles to establish a reasonable range for targeted total direct compensation. Because the survey data did not provide directly comparable position matches for some of these executives, the data was presented based on a combination of best-matched positions and responsibilities. In general, the Compensation Committee set targeted total direct compensation for Mr. Honeyfield between the 50^th and 75^th percentiles of the market median for chief operating officer and chief financial officer positions to address his combined role of President and CFO. For Messrs. Litt, Mansanti, and Whyte, the Compensation Committee set targeted total direct compensation at approximately at or slightly below the market median. The Compensation Committee also considered the executive's experience and responsibilities, as well as the recommendations of Messrs. Jornayvaz and Honeyfield.

        The Compensation Committee did not review market data with respect to Mr. Jornayvaz's 2012 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 "2012 Compensation Decisions."

2012 Compensation Decisions

Base 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 2012.

        In March 2012, the Compensation Committee conducted its annual review of salaries for our other executives. Taking into account management's analysis of market data and the recommendations of Messrs. Jornayvaz and Honeyfield, the Compensation Committee decided not to make any change to

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Mr. Honeyfield's salary of $400,000 and approved the following changes to the salaries for Messrs. Litt, Mansanti, and Whyte:

        In making these changes, the Compensation Committee generally set salaries at amounts that resulted in targeted total direct compensation approximately at or slightly below the market median, as described more fully above under the heading "Role of Peer Groups and Benchmarking." For Mr. Mansanti, the Compensation Committee also considered his significant responsibility over operations and capital and the potential long-term value creation of his role.

Annual Cash Incentive

        The following table identifies each component of the 2012 bonuses awarded to our executives. You can find more information about how each component was calculated below the table.

Name		2012 Salary			x			Target Bonus Amount / Target Bonus as a Percentage of Base Salary		x			Bonus Payout Percentage of 71.2%						=			2012 Cash Bonus(1)
Robert P. Jornayvaz III			(2	)				$500,000(2)														$	356,000
David W. Honeyfield		$	400,000					75%					38.8%		24.0%		8.4%					$	213,600
Martin D. Litt		$	312,404					40%/50%(3)					Short-Term		Major		Potash					$	108,012
John G. Mansanti		$	289,808					50%					Incentive		Capital		Sales					$	103,172
James N. Whyte		$	248,269					40%/50%(3)					Plan		Projects							$	85,755

---

        In determining annual bonuses for our non-executive employees, we generally use the same types of performance measures and goals as we use for our executives.

Target Bonus Amount

        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

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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.

        In March 2012, the Compensation Committee established the target annual bonuses for our other executives, as set forth in the table above. The Compensation Committee decided not to make any changes to the target annual bonuses for Messrs. Honeyfield and Mansanti as compared to 2011 and decided to increase the target annual bonuses for Messrs. Litt and Whyte from 40% of salary for 2011 to 50% of salary for 2012 (effective March 5, 2012). In making these changes, the Compensation Committee took into account management's analysis of market data and the recommendations of Messrs. Jornayvaz and Honeyfield. The Compensation Committee set target annual bonuses at amounts that generally targeted total direct compensation approximately at or slightly below the market median, as described more fully above under the heading "Role of Peer Groups and Benchmarking."

Bonus Payout Percentage under Short-Term Incentive Plan

        We have adopted the Intrepid Potash, Inc. Short-Term Incentive Plan, which allows for the payment of annual bonuses based on the attainment of pre-established annual performance goals. The plan was approved by our stockholders at our 2012 annual meeting 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. The target bonus amounts and performance goals are 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 as soon as administratively feasible following the Compensation Committee's determination, but 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).

        The corporate performance payout percentage under the Short-Term Incentive Plan (and therefore the actual bonuses paid to each of our executives under the plan) could have ranged from 0% to 200% of the executive's target annual bonus based on the achievement of the pre-established performance goals.

        In January 2012, taking into account management's recommendations, the Compensation Committee approved the 2012 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 that we used for 2012 were similar to the performance measures that we used for 2011, with three exceptions. First, we shifted to measuring net sales, instead of production tons, of potash and langbeinite, which we market as Trio®. We believe the net sales measure is directly aligned with our strategy of selling tons at prevailing market prices to sustain efficiencies in our operating plants. The net sales measure is also intended to drive a quality requirement because performance is measured net of any tons sold that require a quality adjustment to our customers for product not meeting specifications. Second, we eliminated a staffing measure that previously accounted for 5% of the weight of the total corporate performance percentage under the plan because we believe that staffing performance is largely embedded in the adjusted EBITDA and productivity measures. Third, we eliminated a measure relating to our compliance with the internal control objectives as defined in the Sarbanes-Oxley Act of 2002 (SOX 404) that previously accounted for 5% of the weight of the total

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corporate performance percentage under the plan because we believe that our employees have fully embraced the importance of SOX 404 controls and procedures.

        In January 2013, the Compensation Committee reviewed actual performance in 2012 as compared to the pre-established goals and, taking into account management's recommendations, approved a payout of 38.8% for 2012 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 safe working practices 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 of our work sites and all people who perform work on our work sites.

•

Net Sales Tons of Potash and Trio®—As noted above, we believe this measure is directly aligned with our strategy of selling tons at prevailing market prices to sustain efficiencies in our operating plants. This measure is also intended to drive a quality requirement because performance is measured net of any tons sold that require a quality adjustment to our customers for product not meeting specifications. Taking into account management's recommendation, the

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Compensation Committee set the goal for a 100% payout on this metric at the Board's budgeted amount for the year.

•

Cash Cost of Goods Sold per Ton of Potash, Net of By-product Credit and Excluding Abnormal Production—Cash cost of goods sold per ton of potash, net of by-product credit and excluding abnormal production, is largely a function of the operating rates at our plants and our ability to manage costs associated with production. Together with other metrics, it is one of the key drivers of our overall financial performance. Taking into account management's recommendation, the Compensation Committee set the goal for a 100% payout on this metric at the Board's budgeted amount for the year. As shown below, a lower cost per ton correlated to a higher payout on this metric.

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•

Adjusted EBITDA—We believe that our stockholders use adjusted earnings before interest, taxes, depreciation, and amortization (or adjusted EBITDA) to measure our core profitability. This measure effectively incorporates all aspects of our operations, our sales and marketing efforts, and our selling, general, and administrative costs. Adjusted EBITDA is a financial measure not calculated in accordance with U.S. Generally Accepted Accounting Principles. For this purpose, we calculated the amount 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 budgeted amount for the year.

•

Capital Investment—The execution of capital projects on budget and within established timelines is critical to our success. For non-major capital projects, we evaluated our ability to deliver against estimated costs for capital projects and against the estimated timeline for completion of authorizations for expenditures, or AFEs. We chose these criteria in an effort to drive more accuracy and predictability to the completion of investments in capital projects while at the same time rewarding employees for accuracy in their budgeting of capital projects.

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Bonus Relating to Major Capital Projects

        When the Compensation Committee approved the objective performance goals for 2012 under the Short-Term Incentive Plan in January 2012, it was contemplated that executives would also have a 2012 bonus opportunity based on a qualitative evaluation of our performance on major capital projects that have longer-term timelines. These major projects include our HB Solar Solution Mine, our North Compaction Project, our Langbeinite Recovery Improvement Project, and our new Moab Cavern System. These projects are critical to our long-term goal of producing incremental tons at lower cash costs and accounted for almost 75% of our total capital investments in 2012.

        In January 2013, Messrs. Jornayvaz and Honeyfield provided to the Compensation Committee their evaluation of our progress in 2012 on these major capital projects. In their view, our performance with respect to these projects had been largely positive. Taking into account the recommendation of Messrs. Jornayvaz and Honeyfield, the Compensation Committee approved the payment of a cash bonus to each of our executives equal to 24% of target. This amount represents a target payout of 20% combined with an upward adjustment of 120% based on largely positive performance (20%x120%=24%). The 20% target payout was recommended based on the view that the target payout for a bonus relating to major capital projects should generally parallel the 20% target payout for non-major capital projects under the Short-Term Incentive Plan, recognizing that major capital projects represented approximately 75% of our total 2012 capital investments. The 120% upward adjustment was recommended based on a qualitative assessment of the milestones achieved, and the progress made, on each of the major capital projects.

Bonus Relating to Potash Marketing and Sales Program

        Taking into account the recommendations of Messrs. Jornayvaz and Honeyfield, in January 2013, the Compensation Committee approved an additional, discretionary cash bonus for each of our executives equal to 8.4% of target based on our successful performance in 2012 with respect with our potash marketing and sales program. In approving these bonuses, the Compensation Committee considered that, despite a production shortfall that limited sales, our sales and marketing team performed well by delivering quality tonnage to our customers and advancing our marketing programs to sell the tonnage expected from our recent capital investments. The amount of this bonus was set using a 20% target payout and measuring our actual net potash sales in 2012, as adjusted for any quality adjustments, of 827,807 tons against the following potential payout range: 20% payout for 803,340 net tons; 100% payout for 892,600 net tons (which was our budgeted amount); and 200% payout for 964,008 net tons. This measurement resulted in a payout percentage of 41.9%, or 8.4% of targeted bonus (20%x41.9%=8.4%).

Long-Term Equity Incentive

Background

        Our long-term incentive compensation program is a broad-based, long-term retention and incentive program that is intended to attract, retain, and motivate employees, officers, and directors and to align their interests with those of our stockholders. Specifically, the program is designed to meet the following goals:

•

To attract excellent candidates



•

To reward multi-year corporate performance measured by stock price appreciation



•

To align executive and stockholder interests



•

To promote long-term retention of key employees

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We believe this program is critical to our efforts to create and maintain a competitive advantage in our industry.

2012 Annual Equity Awards

Target Award Amounts

        The following table shows the 2012 target annual equity awards for our executives and any changes to these amounts from 2011:

        Mr. Jornayvaz's current employment agreement provides that his annual equity award is generally intended to have a grant date fair value of $750,000; provided that his actual equity awards 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.

        In March 2012, the Compensation Committee conducted its annual review of target annual equity awards for our other executives. Taking into account management's analysis of market data and the recommendations of Messrs. Jornayvaz and Honeyfield, the Compensation Committee increased the target annual equity awards for Messrs. Litt and Mansanti, as shown in the table above. In making these changes, the Compensation Committee generally targeted total direct compensation approximately at or slightly below the market median, as described more fully above under the heading "Role of Peer Groups and Benchmarking."

Form of Awards, Vesting, and Payout

        In 2012, we shifted from granting equity awards as a combination of restricted stock and stock options to granting a combination of restricted stock and performance units. We believe that granting this mix of equity awards provides additional balance and diversity to our executive compensation packages. For restricted stock, as in previous years, we selected a three-year vesting model to encourage executive retention and to incentivize executives to act in our longer-term interests, while also providing an award that has some inherent value even if the value of our stock remains stable. We believe that the introduction of performance units further strengthens our commitment to paying for performance. The value that an executive receives from his performance units is tied to our corporate performance in two critical ways. First, the value of each performance unit is tied to our shorter-term performance through the one-year performance goals relating to potash and langbeinite production and our relative TSR versus a group of our peers in the potash industry and an index. Second, the value of each performance unit is tied to our longer-term performance through the payout over three years in shares of our stock.

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        For 2012, each executive received his annual equity award broken down as follows:

2012 Equity Awards

        The restricted stock vests in three equal annual installments beginning on February 25, 2013, subject to the executive's continued employment with us. The awards also vest in the event of a qualifying change in control and vest on a limited basis in the case of death or disability.

        Each performance unit initially represented the equivalent of one share of our common stock. The performance units vest in three equal annual installments beginning on February 25, 2013, subject to the executive's continued employment with us. The performance units also vest in the event of a qualifying change in control and vest on a limited basis in the case of death or disability. Upon vesting, each performance unit is settled in a number of shares of our common stock ranging from 0% to 150% of the performance unit depending on our 2012 performance on one of two applicable performance measures. These measures were production tons and relative TSR.

        Performance under the production tons measure was based on our total production tons of potash and langbeinite for 2012 as compared to budgeted amounts.

        Performance under the relative TSR measure was based on our relative TSR for 2012 as compared to the Dow Jones U.S. Basic Materials Index and a group of four peer companies in the potash industry. These peer companies were Potash Corporation of Saskatchewan Inc., The Mosaic Company, Agrium Inc., and Compass Minerals International, Inc. TSR was calculated generally as the average of the daily increase or decrease in the closing share price for each trading day during 2012 for the applicable company or index, adjusted for the reinvestment of dividends. The peer group we used for purposes of determining payout under these performance units is different from the peer group we used for setting 2012 executive compensation, which is described above under the heading "Role of Peer Groups and Benchmarking." For executive compensation purposes, we chose a peer group that is focused on companies with which we may compete for business, capital, or executive talent. On the other hand, in choosing the peer group for purposes of determining payout under these performance units, we focused on companies with which we compete for a share of the potash equity market and which our stockholders may view as relatively similar investments.

        In January 2013, the Compensation Committee reviewed actual performance in 2012 as compared to the pre-established goals under the performance units. For the relative TSR performance units, our performance did not meet the threshold payout level, so no payouts will be made under the awards. For the production tons performance units, our performance resulted in a payout level of 61.2%, subject to the vesting and other terms of the awards. As noted above, these awards are scheduled to vest and pay out in shares of our common stock in three equal annual installments beginning on

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February 25, 2013, subject to the executive's continued employment with us. The tables below summarize the payout calculations under these awards:

Actual Award Amounts and Potential Payouts

        You can find information about the actual 2012 annual equity awards granted to our executives, and the number of shares of common stock underlying performance unit awards based on our actual 2012 performance, below under the headings "Grants of Plan-Based Awards in 2012" and "Outstanding Equity Awards at the End of 2012."

December 2012 Special Equity Awards

        In December 2012, the Compensation Committee granted special equity awards to Messrs. Honeyfield, Litt, and Mansanti, as described below:

        The awards were granted to these executives, together with several other non-executive employees, in recognition of their work for us relating to the issuance by the U.S. Department of the Interior of an updated Secretarial Order governing the administration of the federal mineral resources in the Secretary's Designated Potash Area. In early 2012, Department of the Interior Secretary Ken Salazar challenged the members of the potash and oil and gas industries, including Intrepid, to work cooperatively to propose a framework for the safe and orderly co-development of these resources. After months of extensive discussions, a committee made up of members of both industries, including Intrepid, proposed modifications to the then-current Secretarial Order. In late 2012, the Department of the Interior, after its own extensive internal review and evaluation of public comments, issued an updated Secretarial Order that gave consideration to the recommendations from the industry

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committee. Each of Messrs. Honeyfield, Litt, and Mansanti was integral to Intrepid's role in this process.

        The awards were granted in the form of restricted stock that vests in three equal annual installments beginning on December 20, 2012, subject to the executive's continued employment with us. The awards also vest in the event of a qualifying change in control and vest on a limited basis in the case of death or disability.

Accrual of Special Dividend on Restricted Stock

        In December 2012, we paid a special cash dividend on our common stock in the amount of $0.75 per share. The award agreements relating to outstanding shares of restricted stock, whether held by executives or non-executive employees, provide that (a) regular cash dividends on the shares will be withheld by us and delivered or forfeited with the underlying shares, but (b) holders of the shares will not be entitled to receive any special or extraordinary dividends. Taking into account the recommendations of management and F.W. Cook, before the special dividend was paid, the Compensation Committee modified these award agreements relating to all outstanding shares of restricted stock to provide that holders of the shares were entitled to receive the December 2012 special cash dividend. The modified award agreements provide that the dividend on shares of restricted stock is subject to the same vesting terms as the underlying shares, meaning that the dividend payment was withheld by us and will be delivered to the holder when the shares vest or forfeited if the underlying shares are forfeited. The Compensation Committee made this change based on its view that holders of restricted stock should generally be entitled to similar rights as stockholders generally and that the right to non-extraordinary dividends should be subject to the same vesting provisions and risk of forfeiture as the underlying shares.

Employee Benefits

        Our employees, including our 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 also 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 and other key employees are entitled to the payment or reimbursement of supplemental long-term disability insurance premiums. In some cases, we also provide an executive with a tax gross-up relating to this benefit.

        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.

Perquisites

        We have adopted an aircraft use policy under which Messrs. Jornayvaz and Harvey, and other executives explicitly approved by Messrs. Jornayvaz or Harvey, are allowed personal use of planes that we own or lease. We believe these benefits provide increased travel efficiencies, allowing more productive use of our executives' time, which, in turn, allows greater focus on Intrepid-related activities.

        Our executives are eligible for a gym membership allowance of up to $150 per month and paid parking. These benefits are generally consistent with the benefits we provide to all Denver-based employees. Executives are also eligible for an allowance for regular physical examinations. 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.

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Change-in-Control Benefits

        We have entered into change-in-control severance agreements with our executives and other key employees. These agreements are intended to meet the following objectives:

•

To reduce the distraction of the executives that would result from the personal uncertainties caused by a pending or threatened change in control



•

To encourage the executives' full attention and dedication to us during a proposed or pending change in control



•

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



•

To retain key talent

        We tailored these agreements to provide a mix of benefits that we believe support the objectives described above. Specifically, the agreements provide that unvested equity awards will vest immediately upon a change in control, but that no cash severance or other benefits will be paid unless there also is a qualifying employment termination event within 24 months after the change in control. You can find more information about these agreements below under the heading "Termination and Change-in-Control Payments."

Equity Award Practices

        Our current practice is to grant equity awards to executives on an annual basis using a grant date that occurs in the first quarter of each year following the release of the prior year's earnings. We also periodically grant equity awards in connection with certain management events, such as the hiring or promotion of an executive, a need to retain an executive, or the achievement by an executive of extraordinary personal performance objectives. Each equity award granted to our executives since the beginning of 2012 has a grant date that was on or after the date on which the Compensation Committee (or its Section 162(m) Subcommittee) approved the award. It is possible that the Compensation Committee may possess material nonpublic information when it approves awards. However, awards are granted only at certain times of the year or in connection with certain management events, and the Compensation Committee does not try to achieve more advantageous grant dates in connection with the timing of the release of material nonpublic information.

Accounting Impact and Tax Deductibility of Compensation

        The Compensation Committee periodically reviews projections of the estimated accounting and tax impacts of material elements of our executive compensation program.

        Section 162(m) generally provides that a publicly held corporation may not deduct in any one taxable year compensation in excess of $1 million to its chief executive officer and three other most highly compensated named executive officers employed at the end of the year other than its chief financial officer, unless certain specific and detailed criteria are satisfied. Awards granted under our Equity Incentive Plan and Short-Term Incentive Plan are designed to comply with Section 162(m) such that compensation paid pursuant to awards granted under the plans may be deductible by us. We believe that it is in our best interests, and the best interests of our stockholders, to comply with the tax law while still preserving the flexibility to reward executives consistent with our compensation objectives as discussed above. On occasion, it may not be possible to satisfy all of the conditions of Section 162(m) for deductibility and still meet our compensation needs. In some circumstances, compensation that we pay may not satisfy all of the requirements for deductibility under

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Section 162(m). Accordingly, we may pay compensation in excess of the Section 162(m) limitation from time to time.

        While we will consider the applicable accounting and tax treatment, these factors alone are not dispositive, and we will also consider the cash and non-cash impact of the programs and whether a program is consistent with our compensation objectives.

EXECUTIVE COMPENSATION

2012 Summary Compensation Table

        The following table sets forth the total compensation earned for services rendered during 2012, 2011, and 2010 by our principal executive officer, principal financial officer, and three other most highly compensated executive officers for 2012.