DEF 14A of Itron, Inc.
Filed Mar 19, 2024 · FY20230001140361-24-014059
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS The Board of Directors (Board) is divided into three classes, with each director holding office for a three-year term or until his or her successor has been duly elected and qualified, or until his or her death, resignation, or removal from office. At the annual meeting, shareholders are being asked to elect one Class 1 director for a term of two years and three Class 2 directors for a term of three years, or in each case, until their death, resignation, or removal from office or their successors are duly elected and qualified. Sanjay Mirchandani, a Class 1 director appointed in July 2023, is being nominated in accordance with the Company’s Amended and Restated Bylaws, which state that a director elected to fill a Board vacancy shall only serve until the next election of directors by shareholders. Unless authority is withheld, the persons named as proxies will vote for the election of the nominees listed below. If any of the nominees become unavailable to serve, the persons named as proxies will have discretionary authority to vote for a substitute nominee. Our Board has nominated the following persons for election to the Board. Each nominee is currently a director and has indicated that he is willing and able to continue to serve as a director. Class 1 (to serve until the 2026 annual meeting) Sanjay Mirchandani Class 2 (to serve until the 2027 annual meeting) Thomas L. Deitrich Timothy M. Leyden Santiago Perez We have concluded that each of the nominees for re-election, as well as the other directors who will continue in office, have the skills, experience, knowledge, and personal attributes that are necessary to effectively serve on our Board. As described below in their biographies and the section “Director and Director Nominee Qualifications” that follows, the qualifications of our directors and director nominees support our conclusion that each of the individuals should serve as a director in light of our current business operations and structure.
PROPOSAL 1 – ELECTION OF DIRECTORS
| The Board recommends that shareholders vote “FOR” the election of each of the director nominees. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 4 | ITRON, INC. | 2024 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Class 1 Director Nominee – Two Year Term That Will Expire in 2026 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 59 DIRECTOR SINCE | 2023 INDEPENDENT | Yes COMMITTEE Audit/Finance OTHER CURRENT PUBLIC DIRECTORSHIPS Commvault | Sanjay Mirchandani President and CEO of Commvault QUALIFICATIONS AND SKILLS CYBERSECURITY: Expertise in cybersecurity crucial for modern business risk management gained through his executive leadership roles INFORMATION TECHNOLOGY AND CLOUD COMPUTING: Former CIO of a multinational corporation PRODUCT TECHNOLOGY: Valuable knowledge of product technology development and management with a focus on security software, IT automation and data solutions GLOBAL EXPERTISE: Offers an international business perspective on global market dynamics and technological trends with his rich background in multinational companies CAREER HIGHLIGHTS » Technology and software industry executive with deep cybersecurity and IT management experience » More than 20 years of expertise in IT leadership, cybersecurity, software development and global business strategy » Serves key leadership and advisory roles in technology firms at the critical intersection of IT and security |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | GLOBAL EXPERIENCE | | | MANUFACTURING AND/OR SUPPLY CHAIN EXPERTISE | | PRODUCT TECHNOLOGY | | MARKETING/SALES EXPERTISE | | MERGERS AND ACQUISITIONS | | | CYBERSECURITY | | INFORMATION TECHNOLOGY | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 2024 PROXY STATEMENT | ITRON, INC. | 5 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Class 2 Director Nominees – Three Year Term That Will Expire in 2027 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 57 DIRECTOR SINCE | 2019 INDEPENDENT | No OTHER CURRENT PUBLIC DIRECTORSHIPS Onsemi Corporation | Thomas L. Deitrich President and CEO of Itron QUALIFICATIONS AND SKILLS EXECUTIVE LEADERSHIP EXPERIENCE: Enriches the board with more than 25 years of executive experience in the global technology industry and informed perspective as CEO of Itron INDUSTRY EXPERIENCE: As CEO, brings crucial utility insights into Itron’s global operations, finances and product development from a management view MANUFACTURING AND/OR SUPPLY CHAIN EXPERIENCE: Leverages extensive expertise in manufacturing and supply chain management in technology and machinery industries PRODUCT TECHNOLOGY: Offers a rich executive background in technology business, with roles in business development and product research, development and manufacturing CAREER HIGHLIGHTS » Technology industry executive with extensive experience in industrial IoT, networking and smart utility management » Expertise in product management, research and development, supply chain management and business development in several industries, including industrial equipment, telecommunications and semiconductors |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | INDUSTRY EXPERTISE | | | GLOBAL EXPERIENCE | | MANUFACTURING AND/OR SUPPLY CHAIN EXPERTISE | | PRODUCT TECHNOLOGY | | MARKETING/SALES EXPERTISE | | | GOVERNMENT EXPERTISE | | MERGERS AND ACQUISITIONS | | CYBERSECURITY | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 6 | ITRON, INC. | 2024 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 72 DIRECTOR SINCE | 2015 INDEPENDENT | Yes COMMITTEE Chair of Audit/Finance | Timothy M. Leyden Retired Western Digital Senior Executive QUALIFICATIONS AND SKILLS EXECUTIVE LEADERSHIP EXPERIENCE: More than 43 years of executive management experience across diverse sectors, including CIO, CFO and COO roles GLOBAL EXPERIENCE: Enriches the board with international business insights from a career across U.S. and U.K. multinationals and leading teams in Europe, Asia and the Americas FINANCIAL LITERACY: Leverages executive level finance experience, including as former CFO MERGERS AND ACQUISITIONS: Leverages his strong background in executing successful mergers, playing a pivotal role in company expansions, integrations and market growth CAREER HIGHLIGHTS » Operational and finance industry executive with extensive experience in hardware, software and consumer goods sectors » Diverse background in finance, operations, manufacturing, IT, strategy and a broad range of business functions, including marketing, engineering, sales, purchasing and HR » Member of the Chartered Institute of Management Accountants |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | GLOBAL EXPERIENCE | | | MANUFACTURING AND/OR SUPPLY CHAIN EXPERTISE | | MERGERS AND ACQUISITIONS | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 2024 PROXY STATEMENT | ITRON, INC. | 7 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 59 DIRECTOR SINCE | 2021 INDEPENDENT | Yes COMMITTEE Nominating & Corporate Governance and Compensation | Santiago Perez CEO of The Hiller Companies QUALIFICATIONS AND SKILLS INDUSTRY EXPERIENCE: Brings 30 years of diverse global management experience in high-tech industries, including energy, HVAC&R, building automation and industrial automation sectors MANUFACTURING AND SUPPLY CHAIN EXPERTISE: Leads with extensive experience in global supply chain management, product development and engineering MARKETING/SALES EXPERTISE: Leverages valuable experience in driving sales, distribution, contracting and service operations across global markets, including software-as-a-service recurring revenue PRODUCT TECHNOLOGY: Offers unique insight from leading innovative global product development and engineering initiatives for major corporations CAREER HIGHLIGHTS » High-tech executive with expertise in sales, product management, service operations and digital transformation in complex business environments » Held various leadership roles, including CEO and senior advisory positions in high-tech and environmental services industries |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | GLOBAL EXPERIENCE | | | MANUFACTURING AND/OR SUPPLY CHAIN EXPERTISE | | PRODUCT TECHNOLOGY | | MARKETING/SALES EXPERTISE | | GOVERNMENT EXPERTISE | | | MERGERS AND ACQUISITIONS | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 8 | ITRON, INC. | 2024 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 48 DIRECTOR SINCE | 2015 INDEPENDENT | Yes COMMITTEE Audit/Finance OTHER CURRENT PUBLIC DIRECTORSHIPS CONMED Corporation, Indivior PLC, R&Q Insurance Holdings Ltd | Jerome J. Lande Deputy CIO and Managing Partner at Scopia Capital Management LP QUALIFICATIONS AND SKILLS EXECUTIVE LEADERSHIP EXPERIENCE: Experienced investment manager well-suited to advise on strategic business decisions FINANCIAL LITERACY: 25 years of experience in financial strategy from executive leadership at several asset management and equity investment firms PUBLIC BOARD AND GOVERNANCE: Serves actively on boards in the medical technology, pharmaceuticals and insurance sectors MARKETING/SALES EXPERIENCE: Extensive experience in corporate development, applying market dynamics and investment strategies to drive business expansion and value creation CAREER HIGHLIGHTS » Asset management firm executive with a strong background in equity investing and long-term value creation » Plays a pivotal role in various executive advisory capacities, guiding firms in financial strategy and market expansion |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | MARKETING/ SALES EXPERTISE | | | MERGERS AND ACQUISITIONS | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 2024 PROXY STATEMENT | ITRON, INC. | 9 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 66 DIRECTOR SINCE | 2015 INDEPENDENT | Yes COMMITTEE Chair of Compensation and Member of Nominating & Corporate Governance OTHER CURRENT PUBLIC DIRECTORSHIPS Nordson Corporation | Frank M. Jaehnert Retired President and CEO of Brady Corporation QUALIFICATIONS AND SKILLS EXECUTIVE LEADERSHIP EXPERIENCE: 17 years of executive leadership experience in the manufacturing sector, driving business and profit growth as a former CEO, president and vice president FINANCIAL LITERACY: Deep financial expertise as an SEC financial expert and former CFO, with broad experience in corporate strategy and audit committee leadership GLOBAL EXPERIENCE: Extensive international business expertise, having successfully led geographic expansions and operations across multiple continents MERGERS AND ACQUISITIONS: Able to contribute insights into strategic acquisitions and investments from effectively growing companies’ market presence and profitability CAREER HIGHLIGHTS » Manufacturing and finance industry executive with extensive experience in multinational corporate leadership and operations » More than 30 years of expertise in international management, mergers and acquisitions and industrial operations » Holds positions on several public company boards, including chair of the audit committee for a large manufacturing company » Earned recognition as one of the first professionals to become NACD Directorship Certified |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | GLOBAL EXPERIENCE | | | MERGERS AND ACQUISITIONS | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 10 | ITRON, INC. | 2024 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 59 DIRECTOR SINCE | 2022 INDEPENDENT | Yes COMMITTEE Audit/Finance OTHER CURRENT PUBLIC DIRECTORSHIPS EverGen Infrastructure Corp. | Mary C. Hemmingsen Former Partner/Industry Leader KPMG and Power & Utilities Executive QUALIFICATIONS AND SKILLS EXECUTIVE LEADERSHIP EXPERIENCE: Brings leadership experience in rationalizing operations and growth in market capture as Advisory Partner, SVP, GM and CPO, adding unique expertise to supply chain management, risk management and government relations activities PUBLIC BOARD AND GOVERNANCE EXPERIENCE: Leverages extensive board experience, contributing unique governance insights into the business operations and challenges from a diverse set of companies INDUSTRY EXPERIENCE: Maintains an extensive global network and brings more than 20 years of power system and utility industry expertise, including senior executive positions in planning, procurement, business operations, and development and project delivery FINANCIAL LITERACY: CPA qualified at KPMG, with broad experience in investment finance and asset management, overseeing financial processes and business financial risks CAREER HIGHLIGHTS » Global energy and infrastructure industry leader with deep cross-sectional utility industry expertise in roles with KPMG, Brookfield and BC Hydro » More than 30 years of expertise in finance, asset management, business development, project delivery in evolving and regulated markets and in leading governance practices as founding member of Extraordinary Women on Boards » Strategy delivery and executive advisor for a variety of energy and infrastructure industry organizations |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | INDUSTRY EXPERTISE | | | GLOBAL EXPERIENCE | | MANUFACTURING AND/OR SUPPLY CHAIN EXPERTISE | | GOVERNMENT EXPERTISE | | MERGERS AND ACQUISITIONS |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 2024 PROXY STATEMENT | ITRON, INC. | 11 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 71 DIRECTOR SINCE | 2013 INDEPENDENT | Yes COMMITTEE Chair of Nominating & Corporate Governance and Member of Compensation | Lynda L. Ziegler Former Executive Vice President of Power Delivery Services at Southern California Edison QUALIFICATIONS AND SKILLS EXECUTIVE LEADERSHIP EXPERIENCE: Held executive positions at one of the nation’s largest electric utilities and two terms as Itron’s Chair and a term as Vice Chair of the Board INDUSTRY EXPERIENCE: Extensive knowledge of the electric utility industry, including management of customer service, transmission and distribution, and information technology to deliver power to over 5 million customers MARKETING/SALES EXPERTISE: Brings deep experience in marketing and communications for customer-focused initiatives in smart meter technology INFORMATION TECHNOLOGY: Draws on extensive background in overseeing critical IT infrastructure of electric utilities CAREER HIGHLIGHTS » Utility industry executive with key industry expertise in customer service, all aspects of energy management and power delivery » More than 30 years of experience in the electric utility industry, including key roles in customer relations, regulatory matters and power delivery » Served on advisory, leadership and founding roles in organizations representing utilities, energy management and health care |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | INDUSTRY EXPERTISE | | MARKETING/SALES EXPERTISE | | | GOVERNMENT EXPERTISE | | INFORMATION TECHNOLOGY | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 12 | ITRON, INC. | 2024 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 64 DIRECTOR SINCE | 2015 INDEPENDENT | Yes COMMITTEE Chair of the Board OTHER CURRENT PUBLIC DIRECTORSHIPS Lightning eMotors, Inc. | Diana D. Tremblay Former General Motors Vice President of Manufacturing and Global Business Services QUALIFICATIONS AND SKILLS EXECUTIVE LEADERSHIP EXPERIENCE: Contributes valuable insights gleaned from her leadership experience as vice president of manufacturing and of global business services PUBLIC BOARD AND GOVERNANCE EXPERIENCE: Applies extensive board experience in strategy and corporate governance, from board roles and as lead independent director GLOBAL EXPERIENCE: Brings expertise in managing international business operations, streamlining administrative processes worldwide, and improving global service quality MANUFACTURING AND SUPPLY CHAIN EXPERTISE: Draws on her rich background in managing global manufacturing and supply chain processes in the automotive industry, including deep experience in a lower margin, long lead time cyclical business CAREER HIGHLIGHTS » More than 40 years of operational experience with General Motors as an engineer, plant manager, head of manufacturing and lead labor relations negotiator » Served extensively in leadership positions on boards |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | GLOBAL EXPERIENCE | | | MANUFACTURING AND/OR SUPPLY CHAIN EXPERTISE | | MERGERS AND ACQUISITIONS | | MANUFACTURING IMPROVEMENT AND PROCESSES | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 2024 PROXY STATEMENT | ITRON, INC. | 13 |
Snapshot of Directors and Director Nominees
Snapshot of Directors and Director Nominees
Director and Director Nominee Qualifications
Director and Director Nominee Qualifications Our Nominating and Corporate Governance Committee assists the Board in reviewing the business and personal background of each of our directors with respect to our business and business goals. Our skill criteria for our Board members includes a person with the following personal criteria: adheres to and demonstrates the highest ethical standards and personal and professional integrity; an effective negotiator, listener, and team player; a visionary with a strategic and global perspective; a successful leader with a proven record of accomplishments; a problem-solver; an effective decision-maker; and a person who will take a strong interest in the Company. In addition, we believe that certain skills and experience should be represented on the Board, as represented below, although not every Board member must possess all such skills and experience to be considered capable of making valuable contributions to the Board.
Director and Director Nominee Qualifications
| | Thomas L. Deitrich | Mary C. Hemmingsen | Frank M. Jaehnert | Jerome J. Lande | Timothy M. Leyden | Sanjay Mirchandani | Santiago Perez | Diana D. Tremblay | Lynda L. Ziegler | | Executive Leadership Experience | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Financial Literacy/CFO | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Public Board and Governance Experience | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Industry Expertise | ■ | ■ | | | | | | | ■ | | Global Experience | ■ | ■ | ■ | | ■ | ■ | ■ | ■ | | | Manufacturing and/or Supply Chain Expertise | ■ | ■ | | | ■ | ■ | ■ | ■ | | | Product Technology | ■ | | | | | ■ | ■ | | | | Marketing/Sales Expertise | ■ | | | ■ | | ■ | ■ | | ■ | | Government Expertise | ■ | ■ | | | | | ■ | | ■ | | Mergers and Acquisitions | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Cybersecurity | ■ | | | | | ■ | | | | | Information Technology | | | | | | ■ | | | ■ | | Manufacturing Improvement and Processes | | | | | | | | ■ | |
Director and Director Nominee Qualifications
| 14 | ITRON, INC. | 2024 PROXY STATEMENT |
Director and Director Nominee Qualifications
Our Nominating and Corporate Governance Committee considers diversity as one of several factors relating to overall composition when recommending nominations to our Board. Although we do not have a formal policy governing how diversity is considered, our Governance Principles state that diversity is an aspect that should be considered with respect to director nominations. The Nominating and Corporate Governance Committee considers diversity by examining the entire Board membership and construes Board diversity broadly to include many factors, including, but not limited to, gender, age, race and ethnicity. As a result, the Nominating and Corporate Governance Committee strives to ensure when recommending nominations to our Board that our Board is represented by individuals with a variety of different opinions, perspectives, personal, professional, and industry experience and backgrounds, skills, and expertise. In addition, as part of our effort to provide for fresh perspectives and diverse views on our Board, our Governance Principles require that a director will not be nominated for a new term if, upon such nomination, the director would be 75 years of age or older or if the director has served five full terms on the Board, unless the Board determines it to be in the best interests of the Company’s shareholders to renominate the director. The table below provides certain information regarding the composition of our Board. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.
Compensation of Directors
Compensation of Directors The Nominating and Corporate Governance Committee annually reviews compensation paid to non-employee directors and makes recommendations for adjustment, as appropriate, to the Board. The Board last adjusted the compensation paid to non-employee directors effective May 12, 2022. Both equity and cash compensation paid to our directors in 2023 was determined using benchmark data from our peer companies provided by the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co. (F.W. Cook).
Compensation of Directors
| Compensation structure for directors(1) | 2023 | | Regular retainer(2) | | | Total annual base retainer(3) | $240,000 | | Cash | $75,000 | | Stock | $165,000 | | Annual committee chair retainer (cash) | | | Compensation | $22,500 | | Nominating & Corporate Governance | $22,500 | | Audit/Finance | $25,000 | | Annual committee member retainer (cash) | | | Compensation | $7,500 | | Nominating & Corporate Governance | $7,500 | | Audit/Finance | $10,000 | | Board Chair retainer | | | Total annual Board Chair retainer(3)(4) | $340,000 | | Cash | $130,000 | | Stock | $210,000 | | Board Vice Chair retainer | | | Total annual Board Vice Chair retainer(3) | $280,000 | | Cash | $115,000 | | Stock | $165,000 |
Compensation of Directors
| (1) Director compensation is payable quarterly at the beginning of each quarter. |
Compensation of Directors
| (2) Applies to our non-employee directors (other than our Board Chair and Vice Chair). Mr. Deitrich is our CEO. In accordance with our Governance Principles, our employee directors do not receive any compensation for serving on the Board. |
Compensation of Directors
| (3) In 2014, the Board adopted a policy that permits a director age 65 or older to elect to receive all of his or her retainer in cash, provided they continuously meet the stock ownership guidelines described under “Stock Ownership Guidelines.” |
Compensation of Directors
| (4) The Board Chair receives no additional retainers for serving on any of our committees. |
Compensation of Directors
| 16 | ITRON, INC. | 2024 PROXY STATEMENT |
2023 Director Compensation Table (for all non-employee Directors)
2023 Director Compensation Table (for all non-employee Directors)
2023 Director Compensation Table (for all non-employee Directors)
| | ITRON, INC. | | | | | | | | | Director Compensation | | | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(12) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Mary C. Hemmingsen(1) | 85,000 | 203,003 | — | — | — | — | 288,003 | | Frank M. Jaehnert(2)(8) | 105,000 | 165,025 | — | — | — | — | 270,025 | | Jerome J. Lande(1)(3)(4) | — | 165,025 | — | — | — | — | 165,025 | | Timothy M. Leyden(5) | 182,500 | 82,303 | — | — | — | — | 264,803 | | Sanjay Mirchandani(1)(6) | 36,535 | 74,838 | — | — | — | — | 111,373 | | Santiago Perez(7)(8) | 90,000 | 165,025 | — | — | — | — | 255,025 | | Gary E. Pruitt(1)(9) | 125,000 | — | — | — | — | — | 125,000 | | Diana D. Tremblay(10) | 130,000 | 210,043 | — | — | — | — | 340,043 | | Lynda L. Ziegler(7)(11) | 271,875 | 55(13) | — | — | — | — | 271,930 |
2023 Director Compensation Table (for all non-employee Directors)
| (1) Member of the Audit/Finance Committee. |
2023 Director Compensation Table (for all non-employee Directors)
| (2) Chair of the Compensation Committee. |
2023 Director Compensation Table (for all non-employee Directors)
| (3) Mr. Lande was initially appointed to the Board pursuant to a cooperation agreement with Coppersmith Capital Management, LLC, Scopia Management, Inc., and Jerome J. Lande. |
2023 Director Compensation Table (for all non-employee Directors)
| (4) Mr. Lande's cash retainers were paid directly to Scopia Capital Management LP. |
2023 Director Compensation Table (for all non-employee Directors)
| (5) Chair of the Audit/Finance Committee. |
2023 Director Compensation Table (for all non-employee Directors)
| (6) Mr. Mirchandani was appointed to the Board of Directors effective July 18, 2023 and became a member of the Audit/Finance Committee effective September 29, 2023. |
2023 Director Compensation Table (for all non-employee Directors)
| (7) Member of the Compensation Committee. |
2023 Director Compensation Table (for all non-employee Directors)
| (8) Member of the Nominating and Corporate Governance Committee. |
2023 Director Compensation Table (for all non-employee Directors)
| (9) Mr. Pruitt did not stand for re-election at the 2023 annual meeting and retired effective May 11, 2023. |
2023 Director Compensation Table (for all non-employee Directors)
| (10) Board Chair. |
2023 Director Compensation Table (for all non-employee Directors)
| (11) Chair of the Nominating and Corporate Governance Committee. |
2023 Director Compensation Table (for all non-employee Directors)
| (12) The amounts in this column reflect the aggregate grant date fair value of the awards determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Quarterly retainer grants to directors vest immediately. |
2023 Director Compensation Table (for all non-employee Directors)
| (13) Represents one share awarded to Ms. Ziegler on April 3, 2023 to correct a shortfall in the award granted to her for the second quarter of 2022. Ms. Ziegler elected to receive all of her compensation for 2023 service in cash. |
Base Salary
Base Salary Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. In making base salary decisions, the Committee considers the CEO’s recommendations for NEO compensation (other than the CEO), as well as each NEO’s position and level of responsibility within the Company. The Committee considers factors such as relevant market data as well as individual performance and contributions. After its annual review, the Committee increased base salaries for all the NEOs to better align pay with the market. Mr. Marcolini’s increase was to continue a multi-year strategy to improve his competitive pay positioning relative to the market. Annual base salary rates for 2023 were as follows:
Base Salary
| NEO | 2022 | 2023 | % Increase | | Thomas L. Deitrich | $830,000 | $875,000 | 5.4% | | Joan S. Hooper | $530,000 | $540,000 | 1.9% | | Donald L. Reeves | $425,000 | $460,000 | 8.2% | | John F. Marcolini | $385,000 | $450,000 | 16.9% | | Justin K. Patrick* | $370,000 | $400,000 | 8.1% |
Base Salary
| * Mr. Patrick was not a NEO for 2022. |
Base Salary
| 2024 PROXY STATEMENT | ITRON, INC. | 35 |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | ITRON, INC. | | | | | | | | | Summary Compensation Table | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Thomas L. Deitrich President and CEO | 2023 | 875,000 | — | 3,746,266 | 1,531,250 | 14,850(5) | 6,167,366 | | | 2022 | 830,000 | — | 3,059,156 | — | 13,725 | 3,902,881 | | | 2021 | 800,000 | — | 2,877,281 | 850,000 | 13,050 | 4,540,331 | | Joan S. Hooper Senior Vice President and CFO | 2023 | 540,000 | — | 1,449,557 | 567,000 | 23,153(5) | 2,579,711 | | | 2022 | 530,000 | — | 1,311,495 | — | 39,714 | 1,881,209 | | | 2021 | 520,000 | — | 1,709,125 | 331,500 | 23,175 | 2,583,800 | | Donald L. Reeves Senior Vice President, Outcomes | 2023 | 460,000 | — | 519,342 | 458,850 | 12,948(5) | 1,451,140 | | | 2022 | 425,000 | — | 405,225 | — | 14,828 | 845,053 | | | 2021 | 425,000 | — | 496,103 | 216,750 | 11,947 | 1,149,800 | | John F. Marcolini Senior Vice President, Networked Solutions | 2023 | 450,000 | 47,250(4) | 512,140 | 472,500 | 14,789(5) | 1,496,679 | | | 2022 | 385,000 | — | 399,093 | — | 14,937 | 799,030 | | Justin K. Patrick Senior Vice President, Device Solutions | 2023 | 400,000 | 42,000(4) | 477,800 | 420,000 | 13,483(5) | 1,353,283 |
Summary Compensation Table
| (1) These columns reflect the aggregate grant date fair value of RSU and PRSU awards granted under our Long-Term Incentive Plan (LTIP) and Second A&R 2010 Plan (2010 SIP) determined in accordance with FASB ASC Topic 718. See Note 9 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of the equity awards granted in 2023. |
Summary Compensation Table
| (2) Includes the grant date fair value of PRSUs assuming target performance achievement. As the performance-contingent awards are based on separate measurements of the Company's financial performance for each year in the three-year performance cycle, FASB ASC Topic 718 requires the grant date fair value to be calculated for the portion of the award related to performance in each year. Therefore, the value in the table includes one-third of the target PRSUs for each active three-year performance cycle. For more details on how performance is calculated, refer to “A Closer Look at PRSUs” in this proxy statement. |
Summary Compensation Table
The grant date fair value of the non-GAAP diluted EPS component is based upon the probable outcome for the award and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718. As required under FASB ASC Topic 718, the grant date fair value for the TSR multiplier is recalculated and included in the amounts shown for 2023 for the 2023 portion of the award in each active performance cycle and was determined using a Monte Carlo valuation model on the date the PRSUs were awarded. Grant date fair values assuming maximum performance achievement for the 2023 PRSUs for the full performance cycle (2023-2025) would be: T. Deitrich - $8,367,673; J. Hooper - $2,094,538; D. Reeves - $785,361; J. Marcolini - $785,361; J. Patrick - $719,866.
Summary Compensation Table
| (3) This column reflects the cash awards earned by the NEOs under our annual incentive program. |
Summary Compensation Table
| (4) These values reflect payouts resulting from the discretionary individual performance factor (IPF) modifier applied to the annual incentive payouts for these executives. For more details refer to “2023 Individual Performance” in this proxy statement. |
Summary Compensation Table
| (5) We value these benefits based on the actual costs or charges incurred by us for the benefits. The amounts shown under “All Other Compensation” consist of Company 401(k) matching contributions of $14,850 for Mr. Deitrich, $13,928 for Ms. Hooper, $12,948 for Mr. Reeves, $14,789 for Mr. Marcolini, and $13,483 for Mr. Patrick; and a company match under the Executive Deferred Compensation Plan of $9,225 for Ms. Hooper. |
Summary Compensation Table
| 44 | ITRON, INC. | 2024 PROXY STATEMENT |
2023 Grants of Plan-Based Awards Table
2023 Grants of Plan-Based Awards Table
2023 Grants of Plan-Based Awards Table
| | ITRON, INC. | | | | | | | | | | | Grants of Plan - Based Awards | | | | | | | | | | | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards | | Name | | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | | | | Thomas L. Deitrich | — | — | $1,093,750 | $1,531,250 | — | — | — | — | — | | | 2/23/2023 | — | — | — | — | — | — | 27,055 | $1,503,987 | | | 2/23/2023 | — | — | — | — | 57,492 | 143,730 | — | $1,191,234(4) | | Joan S. Hooper | — | — | $405,000 | $567,000 | — | — | — | — | — | | | 2/23/2023 | — | — | — | — | — | — | 14,391 | $799,996 | | | 2/23/2023 | — | — | — | — | 14,391 | 35,978 | — | $298,182(4) | | Donald L. Reeves | — | — | $345,000 | $483,000 | — | — | — | — | — | | | 2/23/2023 | — | — | — | — | — | — | 5,396 | $299,964 | | | 2/23/2023 | — | — | — | — | 5,396 | 13,490 | — | $111,764(4) | | John F. Marcolini | — | — | $337,500 | $472,500 | — | — | — | — | — | | | 2/23/2023 | — | — | — | — | — | — | 5,396 | $299,964 | | | 2/23/2023 | — | — | — | — | 5,396 | 13,490 | — | $111,764(4) | | Justin K. Patrick | — | — | $300,000 | $420,000 | — | — | — | — | — | | | 2/23/2023 | — | — | — | — | — | — | 4,946 | $274,948 | | | 2/23/2023 | — | — | — | — | 4,946 | 12,365 | — | $102,440(4) |
2023 Grants of Plan-Based Awards Table
| (1) Represents threshold, target, and maximum opportunity under the Company's annual incentive program for fiscal 2023. Our annual incentive program is discussed under the caption “Annual Cash Incentives - The Itron Incentive Plan (IIP)” in this proxy statement. |
2023 Grants of Plan-Based Awards Table
| (2) Represents range of possible PRSU payouts for the three-year performance cycle beginning in 2023; earned PRSU awards are paid in Itron common stock. Our PRSUs are discussed under the caption “A Closer Look at PRSUs” in this proxy statement. |
2023 Grants of Plan-Based Awards Table
| (3) Amounts shown in this column reflect the number of RSUs granted under our 2010 SIP. |
2023 Grants of Plan-Based Awards Table
| (4) Amounts shown are based on target performance achievement for the 2023 portion of the three-year performance cycle of PRSUs. As required under FASB ASC Topic 718, includes the value of the award contingent upon the Company's financial performance and the grant date fair value for the TSR multiplier for the 2023 portion of the award. See footnote 2 of the Summary Compensation Table in this proxy statement for further details. |
2023 Grants of Plan-Based Awards Table
| 2024 PROXY STATEMENT | ITRON, INC. | 45 |
2023 Outstanding Equity Awards at Fiscal Year-End Table
2023 Outstanding Equity Awards at Fiscal Year-End Table
2023 Outstanding Equity Awards at Fiscal Year-End Table
| | ITRON, INC. | | | | | | | | | | | Outstanding Equity Awards At Fiscal Year End | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Thomas L. Deitrich | 12/10/2015 | 83,779 | | $35.13 | 12/10/2025 | | | | | | | 2/24/2016 | 37,957 | | $40.05 | 2/24/2026 | | | | | | | 2/23/2017 | 22,701 | | $65.55 | 2/23/2027 | | | | | | | 2/22/2018 | 20,116 | | $69.30 | 2/22/2028 | | | | | | | 9/19/2019 | 76,337 | | $76.55 | 9/19/2029 | | | | | | | 2/20/2020 | 28,069 | | $87.27 | 2/20/2030 | | | | | | | 2/18/2021 | | | | | 4,986 | $376,493 | | | | | 2/24/2022 | | | | | 18,536 | $1,399,653 | | | | | 2/24/2022 | | | | | | | 92,678(2) | $6,998,116 | | | 2/23/2023 | | | | | 27,055 | $2,042,923 | | | | | 2/23/2023 | | | | | | | 143,730(3) | $10,853,052 | | Joan S. Hooper | 6/20/2017 | 11,515 | | $68.45 | 6/20/2027 | | | | | | | 2/22/2018 | 10,058 | | $69.30 | 2/22/2028 | | | | | | | 2/20/2020 | 11,695 | | $87.27 | 2/20/2030 | | | | | | | 2/18/2021 | | | | | 1,164 | $87,894 | | | | | 2/18/2021 | | | | | 2,327 | $175,712 | | | | | 2/24/2022 | | | | | 9,268 | $699,827 | | | | | 2/24/2022 | | | | | | | 27,802(2) | $2,099,329 | | | 2/23/2023 | | | | | 14,391 | $1,086,664 | | | | | 2/23/2023 | | | | | | | 35,978(3) | $2,716,661 | | Donald L. Reeves | 9/12/2018 | 3,300 | | $66.30 | 9/12/2028 | | | | | | | 2/20/2020 | 4,210 | | $87.27 | 2/20/2030 | | | | | | | 2/18/2021 | | | | | 748 | $56,481 | | | | | 2/18/2021 | | | | | 166 | $12,535 | | | | | 2/24/2022 | | | | | 2,781 | $209,993 | | | | | 2/24/2022 | | | | | | | 8,340(2) | $629,753 | | | 2/23/2023 | | | | | 5,396 | $407,452 | | | | | 2/23/2023 | | | | | | | 13,490(3) | $1,018,630 | | John F. Marcolini | 9/10/2020 | 3,783 | | $57.68 | 9/10/2030 | | | | | | | 2/18/2021 | | | | | 333 | $25,145 | | | | | 2/18/2021 | | | | | 582 | $43,947 | | | | | 2/24/2022 | | | | | 2,781 | $209,993 | | | | | 2/24/2022 | | | | | | | 8,340(2) | $629,753 | | | 2/23/2023 | | | | | 5,396 | $407,452 | | | | | 2/23/2023 | | | | | | | 13,490(3) | $1,018,630 | | Justin K. Patrick | 2/20/2020 | 3,274 | | $87.27 | 2/20/2030 | | | | | | | 2/18/2021 | | | | | 333 | $25,145 | | | | | 2/18/2021 | | | | | 582 | $43,947 | | | | | 2/24/2022 | | | | | 2,781 | $209,993 | | | | | 2/24/2022 | | | | | | | 8,340(2) | $629,753 | | | 2/23/2023 | | | | | 4,946 | $373,472 | | | | | 2/23/2023 | | | | | | | 12,365(3) | $933,681 |
2023 Outstanding Equity Awards at Fiscal Year-End Table
| (1) Represents RSUs granted under the 2010 SIP. One third of the RSUs granted on February 18, 2021 vest on each of February 18, 2022, 2023, and 2024. One third of the RSUs granted on February 24, 2022 vest on each of February 24, 2023, 2024, and 2025. One third of the RSUs granted on February 23, 2023 vest on February 23, 2024; the balance will vest quarterly thereafter for two years. |
2023 Outstanding Equity Awards at Fiscal Year-End Table
| 46 | ITRON, INC. | 2024 PROXY STATEMENT |
2023 Outstanding Equity Awards at Fiscal Year-End Table
Vesting information for each RSU award for the NEOs that is unvested as of December 31, 2023 is described in the table below.
2023 Outstanding Equity Awards at Fiscal Year-End Table
| Vesting Date | | Thomas L. Deitrich | Joan S. Hooper | Donald L. Reeves | John F. Marcolini | Justin K. Patrick | | 2024 | | | | | | | | | 2/18/2024 | 4,986 | 3,491 | 914 | 915 | 915 | | | 2/23/2024 | 9,009 | 4,792 | 1,796 | 1,796 | 1,647 | | | 2/24/2024 | 9,268 | 4,634 | 1,390 | 1,390 | 1,390 | | | 5/23/2024 | 2,255 | 1,199 | 449 | 449 | 412 | | | 8/23/2024 | 2,256 | 1,200 | 450 | 450 | 412 | | | 11/23/2024 | 2,256 | 1,200 | 450 | 450 | 413 | | 2025 | | | | | | | | | 2/23/2025 | 2,255 | 1,200 | 450 | 450 | 412 | | | 2/24/2025 | 9,268 | 4,634 | 1,391 | 1,391 | 1,391 | | | 5/23/2025 | 2,256 | 1,200 | 450 | 450 | 412 | | | 8/23/2025 | 2,256 | 1,200 | 450 | 450 | 413 | | | 11/23/2025 | 2,255 | 1,199 | 450 | 450 | 412 | | 2026 | | | | | | | | | 2/23/2026 | 2,257 | 1,201 | 451 | 451 | 413 |
2023 Outstanding Equity Awards at Fiscal Year-End Table
| (2) Represents PRSUs granted for the three-year performance cycle beginning in 2022 assuming achievement at maximum levels of performance (200% of target). |
2023 Outstanding Equity Awards at Fiscal Year-End Table
| (3) Represents PRSUs granted for the three-year performance cycle beginning in 2023 assuming achievement at maximum levels of performance (250% of target). |
2023 Outstanding Equity Awards at Fiscal Year-End Table
| (4) Based on the closing price of our common stock on December 31, 2023 ($75.51). |
2023 Option Exercises and Stock Vested Table
2023 Option Exercises and Stock Vested Table
2023 Option Exercises and Stock Vested Table
| | ITRON, INC. | | | | | | Option Exercise and Stock Vested | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Thomas L. Deitrich | | | 29,878 | 955,647 | | Joan S. Hooper | | | 15,272 | 521,268 | | Donald L. Reeves | 5,785 | 87,091 | 4,647 | 152,866 | | John F. Marcolini | | | 4,644 | 180,208 | | Justin K. Patrick | | | 4,126 | 147,371 |
2023 Option Exercises and Stock Vested Table
| (1) Represents the difference between the exercise price and the fair market value of our common stock on the date of exercise. |
2023 Option Exercises and Stock Vested Table
| (2) Includes PRSUs earned based on financial results, as adjusted, for the three-year performance cycle beginning in 2021 and vested on December 31, 2023. |
2023 Option Exercises and Stock Vested Table
See “Long-Term Incentives – A Closer Look at PRSUs” in this proxy statement for more detail.
2023 Option Exercises and Stock Vested Table
| (3) Based on the fair market value of our common stock on the vest date. |
2023 Option Exercises and Stock Vested Table
| 2024 PROXY STATEMENT | ITRON, INC. | 47 |
2023 Nonqualified Deferred Compensation Table
2023 Nonqualified Deferred Compensation Table
2023 Nonqualified Deferred Compensation Table
| | ITRON, INC. | | | | | | | Nonqualified Deferred Compensation | | | | | | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Fiscal Year End ($) | | Thomas L. Deitrich | — | — | — | — | — | | Joan S. Hooper | 134,327 | 9,225 | 186,246 | — | 1,203,105 | | Donald L. Reeves | — | — | — | — | — | | John F. Marcolini | — | — | — | — | — | | Justin K. Patrick | — | — | — | — | — |
2023 Nonqualified Deferred Compensation Table
| (1) This deferred compensation represents amounts that are reported as compensation earned in 2023 in the Summary Compensation Table. |
2023 Nonqualified Deferred Compensation Table
| (2) This amount has been included in the “All Other Compensation” column of the Summary Compensation Table. |
Potential Payments upon Termination
Potential Payments upon Termination The following describes certain actions and payments upon termination in accordance with Company policies, the IIP and the provisions of our Second A&R 2010 Plan (2010 SIP), pursuant to which all of our equity awards are granted. Upon any termination of employment, our NEOs are entitled to receive any accrued and unpaid base salary through the date of termination.
Termination Due to Death, Disability, or Retirement
Termination Due to Death, Disability, or Retirement What happens if termination is due to:
Termination Due to Death, Disability, or Retirement
| Compensation Element | Death or Disability | Retirement(1) | | Annual Incentive Plan(2) | Prorated | Prorated | | RSUs(3) | Fully accelerated | If retirement occurs after 12 months following grant date, continued vesting subject to completion of new non-compete/non-solicit agreement and reasonable notice | | PRSUs(4) | Shares awarded and settled based on actual attainment of performance results as measured at the end of the performance period ending in the year of death or disability. Number of shares awarded is not pro-rated for partial employment during the performance period. | If retirement occurs after 12 months following grant date, shares awarded at the end of the performance period based on actual attainment of performance results as measured at the end of the performance period. Number of shares awarded is not pro-rated for partial employment during the performance period. |
Termination Due to Death, Disability, or Retirement
| (1) Definition of Retirement: For purposes of all outstanding awards granted under the IIP to NEOs located in the U.S., “retirement” means the earlier of the age 65, or the age 55 with at least 10 years of service with Itron. For purposes of all outstanding awards granted under the 2010 SIP to NEOs located in the U.S., “retirement” means voluntary termination of employment after the date on which the award recipient has reached (i) the age of 55 and has a total of at least 10 years of continuous employment with Itron or (ii) the age of 60 and has a total of at least five (5) years of continuous employment with Itron. |
Termination Due to Death, Disability, or Retirement
| (2) Annual Incentive Plan: For awards under the IIP, participants would receive a prorated award (assuming an award is earned) based on the number of calendar days employed during the performance period and such payout, if any, will be made at the same time as the other participants. |
Termination Due to Death, Disability, or Retirement
| (3) RSUs: If a retirement occurs after 12 months following the grant date, RSUs will continue to vest subject to non-compete/non-solicit and reasonable notice restrictions. If termination is due to death or disability (as defined in the 2010 SIP), any unvested RSUs will vest immediately. |
Termination Due to Death, Disability, or Retirement
| (4) PRSUs: If termination occurs due to death or disability during the performance period, shares will be awarded and settled based on the performance period and results ending in the year of death or disability and will not be pro-rated for partial employment during the performance period. If a retirement occurs after 12 months following the grant date, awards will vest in full based on actual performance and the applied TSR multiplier calculated at the end of the performance period, subject to non-compete/non-solicit and reasonable notice restrictions. Vested units generally will be settled at the original vesting date set forth in the award agreement, and in accordance with the provisions of Section 409A of the Code. |
Potential Payments upon Change-in-Control
Potential Payments upon Change-in-Control The following describes the material provisions of the change-in-control agreements that we have entered into with our NEOs. The change-in-control agreements provide for the following benefits if there is a change-in-control and the NEO’s employment is terminated within 24 months by the Company without cause or by the NEO for “good reason”:
Potential Payments upon Change-in-Control
| • | Severance Benefit: The change-in-control agreements provide Mr. Deitrich with a severance benefit equal to 2.5 times the sum of base salary and target annual incentive opportunity. For Ms. Hooper, Mr. Reeves, Mr. Marcolini, and Mr. Patrick, the benefit is equal to two (2) times the sum of base salary and target annual incentive opportunity. For all, the benefit is paid in cash in one lump sum. |
Potential Payments upon Change-in-Control
| • | Pro-Rata Annual Incentive for Year of Termination: The change-in-control agreements provide for a payment based on the greater of target opportunity or actual performance (as determined by the Board), prorated for the time worked during the year of termination. |
Potential Payments upon Change-in-Control
| • | Welfare Benefit Continuation: The change-in-control agreements provide Mr. Deitrich with 2.5 years of life and disability insurance coverage (with no tax gross-up). For Ms. Hooper, Mr. Reeves, Mr. Marcolini, and Mr. Patrick, this benefit is equal to two (2) years of life and disability insurance coverage (with no tax gross-up). The agreements also provide our NEOs and their dependents with the same respective years of health care coverage. |
Potential Payments upon Change-in-Control
| • | Equity Award Vesting and Acceleration (Double Trigger): The change-in-control agreements provide that any acceleration for equity awards is “double trigger” and thus will occur only upon a change-in-control and a qualifying termination (a termination without cause or for good reason). All vesting acceleration is subject to consummation of the change-in-control transaction. |
Potential Payments upon Change-in-Control
| • | Excise Tax Gross-Up: There are no effective provisions for an excise tax gross-up. |
Potential Payments upon Change-in-Control
| • | Legal Fees: The change-in-control agreements provide that NEOs will be reimbursed for legal fees and expenses incurred in seeking to enforce the change-in-control agreement. |
Potential Payments upon Change-in-Control
| • | Restrictive Covenants: The change-in-control agreements include restrictive covenants relating to non-solicitation (one-year), non-disparagement, and non-competition (one-year, where enforceable), and require a release of all claims against the Company. |
Potential Payments upon Change-in-Control
| • | Definition of Change-in-Control: For purposes of the change-in-control agreements, a “change-in-control” generally consists of any of the following: |
Potential Payments upon Change-in-Control
| • | An acquisition of 25 percent or more of our voting securities; |
Potential Payments upon Change-in-Control
| • | Our current Board of Directors (and their approved successors) ceasing to constitute a majority of the Board; |
Potential Payments upon Change-in-Control
| • | Consummation of any merger or consolidation with or into another corporation, the effect of which would be that our Board would consist of a majority of directors who were not members of the Board prior to the merger or consolidation; or |
Potential Payments upon Change-in-Control
| • | Consummation of any sale or disposition of all or substantially all of our assets, or the approval by our shareholders of a plan of complete liquidation or dissolution of the Company. |
Potential Payments upon Change-in-Control
| • | Definition of Good Reason: For purposes of the change-in-control agreements, “good reason” for termination by the NEO of his or her employment generally means any one of the following acts by the Company following a change-in-control: |
Potential Payments upon Change-in-Control
| • | An adverse change in the NEO’s duties, status or position as an executive officer; |
Potential Payments upon Change-in-Control
| • | A reduction in the NEO’s base salary; |
Potential Payments upon Change-in-Control
| • | A reduction in the NEO’s annual bonus or long-term incentive opportunity; |
Potential Payments upon Change-in-Control
| • | The failure to continue to provide welfare, medical, and other fringe benefits which in the aggregate are substantially similar to those provided immediately prior to the change-in-control; |
Potential Payments upon Change-in-Control
| • | The requirement for the NEO to be based at an office more than 50 miles from the NEO’s office prior to the change-in-control; or |
Potential Payments upon Change-in-Control
| • | The failure by the Company or successor company to assume or agree to perform the provisions of the change-in-control agreement. |
Potential Payments upon Change-in-Control
See also “Termination Payment Tables for NEOs” below.
Potential Payments upon Change-in-Control
| 50 | ITRON, INC. | 2024 PROXY STATEMENT |
CEO Pay Ratio
CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO: For 2023, our last completed fiscal year:
CEO Pay Ratio
| • | the median of the annual total compensation of all employees of our Company (other than our CEO) was $68,471; and |
CEO Pay Ratio
| • | the annual total compensation of our CEO was $6,167,366. |
CEO Pay Ratio
For 2023, the annual total compensation of our CEO was 90 times that of the median of the annual total compensation of all employees. This calculation is based on our employee population of 5,081 as of December 31, 2023. The median employee was identified using base pay, overtime pay, short-term incentives, and long-term incentive grant date fair values for the twelve months ended December 31, 2023. Our median employee is in the United States. The annual total compensation for each of the CEO and the median employee was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO Pay Ratio
| 2024 PROXY STATEMENT | ITRON, INC. | 57 |
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. You should refer to “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis” in this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.
Pay Versus Performance
| Year | Summary Compensation Table Total for Thomas L. Deitrich $ | Compensation Actually Paid to Thomas L. Deitrich(1)(2)(7) $ | Average Summary Compensation Table Total for Non-CEO NEOs(3) $ | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3)(7) $ | Year-end value of $100 invested on 12/31/2019 in: | | | | | | | | | | ITRI $ | Peer Group(4) $ | Net income (loss) attributable to Itron, Inc. (in millions)(5) $ | Adj. EBITDA (in millions)(6) $ | | 2023 | 6,167,366 | 14,985,547 | 1,720,203 | 3,053,689 | 89.95 | 81.82 | 96.9 | 225.6 | | 2022 | 3,902,881 | 2,219,992 | 1,168,312 | 718,317 | 60.33 | 73.66 | -9.7 | 95.1 | | 2021 | 4,540,331 | 1,543,572 | 1,712,738 | 1,006,326 | 81.62 | 141.30 | -81.3 | 115.2 | | 2020 | 3,638,204 | 3,850,288 | 1,311,769 | 1,094,823 | 114.23 | 121.61 | -58.0 | 178.4 |
Pay Versus Performance
| (1) Deductions from, and additions to, total compensation in the Summary Compensation Table for 2023 to calculate Compensation Actually Paid include: |
Pay Versus Performance
| | 2023 | | | | Thomas L. Deitrich | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $6,167,366 | 1,720,203 | | Adjustments for Pension | | | | Adjustment Summary Compensation Table Pension | $— | $— | | Amount added for current year service cost | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | | Total Adjustments for Pension | $— | $— | | Adjustments for Equity Awards | | | | Adjustment for grant date values in the Summary Compensation Table | $(3,746,266) | $(739,710) | | Year-end fair value of unvested awards granted in the current year | $8,863,773 | $1,440,179 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $3,043,772 | $488,168 | | Fair values at vest date for awards granted and vested in current year | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $656,902 | $144,849 | | Forfeitures during current year equal to prior year-end fair value | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | | Total Adjustments for Equity Awards | $8,818,181 | $1,333,486 | | Compensation Actually Paid (as calculated) | $14,985,547 | $3,053,689 |
Pay Versus Performance
| (2) Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date, except for adjusting for expected performance of PRSUs at each measurement date. |
Pay Versus Performance
| (3) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |
Pay Versus Performance
2023: Hooper, Joan S.; Reeves, Donald L.; Marcolini, John F.; Patrick, Justin K.: 2022: Hooper, Joan S.; Cadieux, Michel C.; Reeves, Donald L.; Marcolini, John F. 2021: Hooper, Joan S.; Cadieux, Michel C.; Reeves, Donald L.; Hlavinka, Sarah E. 2020: Hooper, Joan S.; Cadieux, Michel C.; Reeves, Donald L.; Hlavinka, Sarah E.
Pay Versus Performance
| 58 | ITRON, INC. | 2024 PROXY STATEMENT |
Pay Versus Performance
| (4) Years 2023 and 2022 reflects the same peer group as disclosed in our 2023 and 2022 Form 10-Ks, and years 2021 and 2020 reflect the prior peer group as disclosed in the 2021 and 2020 Form 10-Ks. |
Pay Versus Performance
2023: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Mueller Water Products, Inc. 2022: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Mueller Water Products, Inc. 2021: Xylem Inc.; Landis+Gyr Group AG; Mueller Water Products, Inc.; Badger Meter, Inc. 2020: Xylem Inc.; Landis+Gyr Group AG; Mueller Water Products, Inc.; Badger Meter, Inc. Peer group TSR represents the weighted peer group TSR, weighted according to respective companies' stock market capitalization at the beginning of each period for which a return is indicated.
Pay Versus Performance
| (5) Amounts represent net income (loss) attributable to Itron, Inc. reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (6) In the Company’s assessment, Adjusted EBITDA represents the most important financial performance measure (not otherwise required to be disclosed in the table) used by the Company to link Compensation Actually Paid to the NEOs to Company performance for the most recently completed fiscal year. We define Adjusted EBITDA as net income (loss) (a) minus interest income, (b) plus interest expense, depreciation and amortization, restructuring, loss on sale of businesses, strategic initiative expenses, software project impairment, Russian currency translation write-off, goodwill impairment, acquisition and integration related expenses, and (c) excluding income tax provision or benefit. |
Pay Versus Performance
| (7) Compensation Actually Paid for 2020, 2021 and 2022 as reflected in last year’s disclosure has been adjusted to incorporate an additional vesting tranche identified for the 2020 RSU grants. |
Descriptions of the Information Presented in the Pay Versus Performance Table
Descriptions of the Information Presented in the Pay Versus Performance Table The illustrations below compare CAP and the following measures:
Descriptions of the Information Presented in the Pay Versus Performance Table
| • | the Company’s cumulative TSR and the peer group’s cumulative TSR; |
Descriptions of the Information Presented in the Pay Versus Performance Table
| • | the Company’s Net income (loss) attributable to Itron, Inc.; and |
Descriptions of the Information Presented in the Pay Versus Performance Table
| • | the Company’s Adjusted EBITDA. |
Descriptions of the Information Presented in the Pay Versus Performance Table
| 60 | ITRON, INC. | 2024 PROXY STATEMENT |
Directors and Executive Officers
Directors and Executive Officers The following table provides information with respect to the beneficial ownership of our common stock as of March 5, 2024 by each of our directors, each of our named executive officers listed in the Summary Compensation Table, and all of our director nominees, directors, and executive officers as a group. The percentage ownership data is based on 45,841,836 shares of our common stock outstanding as of March 5, 2024. Under SEC rules, beneficial ownership includes shares over that which the indicated beneficial owner exercises voting and/or investment power. Shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days or shares of restricted stock units vested or that will vest within 60 days are deemed outstanding for computing the number of shares and the percentage ownership of the person holding the option, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as otherwise noted, we believe that the beneficial owners of the shares of common stock listed below have sole voting and investment power with respect to all shares beneficially owned, subject to applicable community property laws. The address of each person named in the table, unless otherwise indicated, is c/o Itron, Inc., 2111 N. Molter Road, Liberty Lake, WA 99019.
Directors and Executive Officers
| | Shares Beneficially Owned | | | Name | Number | Percent | | Directors and Executive Officers: | | | | Thomas L. Deitrich(1) | 438,452 | * | | Joan S. Hooper(2) | 79,705 | * | | Donald L. Reeves(3) | 11,606 | * | | John F. Marcolini(4) | 6,922 | * | | Justin K. Partick(5) | 12,535 | * | | Mary C. Hemmingsen(6) | 4,378 | * | | Frank M. Jaehnert(7) | 19,820 | * | | Jerome J. Lande(8) | 20,646 | * | | Timothy M. Leyden(9) | 14,100 | * | | Sanjay Mirchandani(10) | 1,809 | * | | Santiago Perez(11) | 7,504 | * | | Diana D. Tremblay(12) | 21,355 | * | | Lynda L. Ziegler(13) | 16,825 | * | | All directors and executive officers as a group (15 persons)(14) | 668,040 | 1.45% |
Directors and Executive Officers
| * Less than 1%. |
Directors and Executive Officers
| (1) For Mr. Deitrich, includes 268,959 shares issuable on exercise of outstanding options exercisable within 60 days and 25,000 shares indirectly held in trust for the benefit of Mr. Deitrich’s son, of which Mr. Deitrich is a trustee. |
Directors and Executive Officers
| (2) For Ms. Hooper, includes 33,268 shares issuable on exercise of outstanding options exercisable within 60 days. |
Directors and Executive Officers
| (3) For Mr. Reeves, includes 7,510 shares issuable on exercise of outstanding options exercisable within 60 days. |
Directors and Executive Officers
| (4) For Mr. Marcolini, includes 3,783 shares issuable on exercise of outstanding options exercisable within 60 days. |
Directors and Executive Officers
| (5) For Mr. Patrick, includes 3,274 shares issuable on exercise of outstanding options exercisable within 60 days. |
Directors and Executive Officers
| (6) For Ms. Hemmingsen, represents shares owned as of March 5, 2024. |
Directors and Executive Officers
| (7) For Mr. Jaehnert, represents shares owned as of March 5, 2024, including 13,407 shares of which Mr. Jaehnert has deferred receipt of pursuant to Itron's Executive Deferred Compensation Plan. |
Directors and Executive Officers
| (8) For Mr. Lande, represents shares owned as of March 5, 2024. |
Directors and Executive Officers
| (9) For Mr. Leyden, represents shares owned as of March 5, 2024, including 870 shares of which Mr. Leyden has deferred receipt of pursuant to Itron's Executive Deferred Compensation Plan. |
Directors and Executive Officers
| (10) For Mr. Mirchandani, represents shares owned as of March 5, 2024. |
Directors and Executive Officers
| (11) For Mr. Perez, represents shares owned as of March 5, 2024. |
Directors and Executive Officers
| (12) For Ms. Tremblay, represents shares owned as of March 5, 2024. |
Directors and Executive Officers
| (13) For Ms. Ziegler, represents shares owned as of March 5, 2024. |
Directors and Executive Officers
| (14) Includes 316,794 shares issuable on exercise of outstanding options that are held by all current directors and executive officers and are exercisable within 60 days. |
Directors and Executive Officers
| 2024 PROXY STATEMENT | ITRON, INC. | 73 |
Directors and Executive Officers
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT