DEF 14A of Itron, Inc.
Filed Mar 23, 2026 · FY20250001140361-26-010703
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 re-elect two Class 3 directors for a term of two years and three Class 1 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. Scott D. Drury and Sheri L. Savage, Class 3 directors appointed in August 2025, are 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 or she is willing and able to continue to serve as a director. Class 3 (to serve until the 2028 annual meeting) Scott D. Drury Sheri L. Savage Class 1 (to serve until the 2029 annual meeting) Frank M. Jaehnert Jerome J. Lande Sanjay Mirchandani We have concluded that the nominees up 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. | 2026 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 60 DIRECTOR SINCE | 2025 INDEPENDENT | Yes COMMITTEE Member of Nominating and Corporate Governance | Scott D. Drury Retired CEO of Southern California Gas Company QUALIFICATIONS AND SKILLS INDUSTRY EXPERTISE: Leverages deep understanding of utilities with nearly 40 years of experience in the electric and natural gas utility industry EXECUTIVE LEADERSHIP EXPERIENCE: Brings more than 15 years of executive leadership experience in the utility industry, including CEO and president roles, with extensive expertise in leading large-scale transformation FINANCIAL LITERACY: Qualified financial expert with demonstrated track record of increasing shareholder value and leading strategic engagement across stakeholders, including investors, credit agencies, regulatory bodies and policymakers CAREER HIGHLIGHTS » Chief Executive Officer of Southern California Gas Company, January 2021 – December 2024 (Retired) » Seasoned utility executive and former CEO with nearly 40 years of industry experience » Served in senior leadership roles across supply chain, transmission and distribution, safety emergency management and operations |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | GOVERNMENT EXPERTISE | | | MANUFACTURING AND/OR SUPPLY CHAIN EXPERTISE | | INFORMATION TECHNOLOGY | | INDUSTRY EXPERIENCE | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 2026 PROXY STATEMENT | ITRON, INC. | 5 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 55 DIRECTOR SINCE | 2025 INDEPENDENT | Yes COMMITTEE Member of Audit/Finance | Sheri L. Savage Senior Vice President, Finance and Chief Financial Officer at Ultra Clean Holding, Inc. QUALIFICATIONS AND SKILLS FINANCIAL LITERACY: Brings deep financial experience, including senior-level public company finance leadership and three-decade career in finance EXECUTIVE LEADERSHIP EXPERIENCE: Leverages nearly 20 years of executive leadership experience with positions including CFO, interim CEO, CAO and senior vice president of finance GLOBAL EXPERIENCE: Extensive career working for global companies, including Ultra Clean Holding, Credence Systems Corporation, Protiviti and KLA-Tencor Corporation CAREER HIGHLIGHTS » Chief Financial Officer at Ultra Clean Holdings, Inc. (UCT), July 2016 – Present » More than 30 years of experience in strategic financial leadership » Extensive experience in accounting, treasury, equity, financial planning and analysis, internal audit, investor relations, and mergers and acquisitions |
PROPOSAL 1 – ELECTION OF DIRECTORS
| EXPERTISE | | | | | | | | | | EXECUTIVE LEADERSHIP EXPERIENCE | | FINANCIAL LITERACY/CFO | | PUBLIC BOARD AND GOVERNANCE EXPERIENCE | | GLOBAL EXPERIENCE | | | INFORMATION TECHNOLOGY | | MERGERS AND ACQUISITIONS | | CYBERSECURITY | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| 6 | ITRON, INC. | 2026 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 68 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 a 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 » Board Member at Nordson Corporation, February 2012 – Present » 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 public and private company boards, including member 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
| 2026 PROXY STATEMENT | ITRON, INC. | 7 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 50 DIRECTOR SINCE | 2015 INDEPENDENT | Yes COMMITTEE Member of Audit/Finance and Member of Compensation OTHER PREVIOUS PUBLIC DIRECTORSHIPS (within the past 5 years) Indivior PLC | Jerome J. Lande Managing Partner at Coppersmith Capital Management, LLC 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: Previously served on boards in the medical technology, pharmaceuticals, real estate 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 » Managing Partner at Coppersmith Capital Management, LLC, January 1, 2026 – Present » Deputy CIO and Managing Partner at Scopia Capital Management LP, April 2023 – January 2026 » 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
| 8 | ITRON, INC. | 2026 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 61 DIRECTOR SINCE | 2023 INDEPENDENT | Yes COMMITTEE Member of 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 » President and Chief Executive Officer of Commvault, February 2019 – Present » 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
| 2026 PROXY STATEMENT | ITRON, INC. | 9 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Current Class 3 Director – Term That Will Expire in 2028 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 66 DIRECTOR SINCE | 2015 INDEPENDENT | Yes COMMITTEE Chair of the Board OTHER PREVIOUS PUBLIC DIRECTORSHIPS (within the past 5 years) Lightning eMotors, Inc | Diana D. Tremblay CEO of Riverhawk Consulting, LLC 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 » Chief Executive Officer at Riverhawk Consulting, LLC, September 2017 – Present » Operating Partner at Castle Creek Capital, October 2022 – Present » 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
| 10 | ITRON, INC. | 2026 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Current Class 2 Directors – Term That Will Expire in 2027 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 59 DIRECTOR SINCE | 2019 INDEPENDENT | No OTHER CURRENT PUBLIC DIRECTORSHIPS ON Semiconductor Corporation | Thomas L. Deitrich President and CEO of Itron QUALIFICATIONS AND SKILLS EXECUTIVE LEADERSHIP EXPERIENCE: Enriches the board with more than 20 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 » Mr. Deitrich has served as director of ON Semiconductor Corporation since 2020 and has been appointed as chair of its Board, which is expected to become effective after its 2026 annual meeting, assuming his renomination and reelection. The Nominating and Corporate Governance Committee has carefully considered this commitment and determined that it will not impact Mr. Deitrich’s ability to effectively perform his duties as director or CEO. |
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
| 2026 PROXY STATEMENT | ITRON, INC. | 11 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 74 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
| 12 | ITRON, INC. | 2026 PROXY STATEMENT |
PROPOSAL 1 – ELECTION OF DIRECTORS
| AGE | 61 DIRECTOR SINCE | 2021 INDEPENDENT | Yes COMMITTEE Chair of Nominating & Corporate Governance and Member of Compensation | Santiago Perez CEO of The Hiller Companies QUALIFICATIONS AND SKILLS INDUSTRY EXPERIENCE: Brings 35 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 currently as CEO of The Hiller Companies since March 2023, formerly as CEO of Keter Environmental Services, LLC from January 2022 to June 2022, and as a Senior Advisor at Arsenal Capital Partners in 2021. Prior to this, Mr. Perez served as Chief Digital Officer & Senior Vice President U.S. Services & Solutions at Schneider Electric from 2017 to 2020. |
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
| 2026 PROXY STATEMENT | ITRON, INC. | 13 |
Snapshot of Directors and Director Nominee
Snapshot of Directors and Director Nominee
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 | Scott D. Drury | Frank M. Jaehnert | Jerome J. Lande | Timothy M. Leyden | Sanjay Mirchandani | Santiago Perez | Sheri L. Savage | Diana D. Tremblay | | 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
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 Corporate Governance Guiding Principles (Governance Principles) state that diversity is an aspect that should be considered with respect to director nominations. The Nominating and Corporate Governance Committee examines the entire Board Membership and construes diversity broadly to include diversity of experience, thought, and skills, as well as
Director and Director Nominee Qualifications
| 14 | ITRON, INC. | 2026 PROXY STATEMENT |
Director and Director Nominee Qualifications
other traditional diversity concepts. 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.
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 January 1, 2024. Both equity and cash compensation paid to our directors in 2025 was determined using benchmark data from our peer companies provided by the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook).
Compensation of Directors
| Compensation structure for directors(1) | 2025 | | Regular retainer(2) | | | Total annual base retainer(3) | $275,000 | | Cash | $75,000 | | Stock | $200,000 | | Annual committee chair retainer (cash)(3) | | | Compensation | $22,500 | | Nominating & Corporate Governance | $22,500 | | Audit/Finance | $30,000 | | Annual committee member retainer (cash)(3) | | | Compensation | $7,500 | | Nominating & Corporate Governance | $7,500 | | Audit/Finance | $10,000 | | Board Chair retainer | | | Total annual Board Chair retainer(3)(4) | $375,000 | | Cash | $130,000 | | Stock | $245,000 | | Board Vice Chair retainer | | | Total annual Board Vice Chair retainer(3) | $315,000 | | Cash | $115,000 | | Stock | $200,000 |
Compensation of Directors
| (1) Director compensation is payable quarterly at the beginning of each quarter. |
Compensation of Directors
| (2) Applies to our non-employee directors (other than our Board Chair and Vice Chair). Mr. Deitrich is our CEO. In accordance with our Governance Principles, our employee directors do not receive any compensation for serving on the Board. |
Compensation of Directors
| (3) Directors with age 65 or older may elect to receive all of his or her retainer in cash, provided the director continuously meets the stock ownership guidelines described under “Stock Ownership Guidelines.” Mr. Jaehnert and Ms. Tremblay made this election for 2025. |
Compensation of Directors
| (4) The Board Chair receives no additional retainers for serving on any of our committees. |
Compensation of Directors
| 2026 PROXY STATEMENT | ITRON, INC. | 15 |
2025 Director Compensation Table (for all non-employee Directors)
2025 Director Compensation Table (for all non-employee Directors)
2025 Director Compensation Table (for all non-employee Directors)
| | ITRON, INC. | | | | | | | | | Director Compensation | | | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(14) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Scott D. Drury(1)(2) | 20,625 | 72,161 | — | — | — | — | 92,786 | | Mary C. Hemmingsen(3)(9) | 42,500 | 99,918 | — | — | — | — | 142,418 | | Frank M. Jaehnert(1)(4) | 305,000 | — | — | — | — | — | 305,000 | | Jerome J. Lande(5)(6)(7)(9) | — | 199,844 | — | — | — | — | 199,844 | | Timothy M. Leyden(8) | 225,000 | 79,722 | — | — | — | — | 304,722 | | Sanjay Mirchandani(9) | 85,000 | 199,844 | — | — | — | — | 284,844 | | Santiago Perez(5)(10) | 97,500 | 199,844 | — | — | — | — | 297,344 | | Sheri L. Savage(9)(11) | 33,029 | 77,595 | — | — | — | — | 110,624 | | Diana D. Tremblay(12) | 375,000 | — | | | | | 375,000 | | Lynda L. Ziegler(5)(10)(13) | 152,500 | — | | | | | 152,500 |
2025 Director Compensation Table (for all non-employee Directors)
| (1) Member of the Nominating and Corporate Governance Committee. |
2025 Director Compensation Table (for all non-employee Directors)
| (2) Mr. Drury was appointed to the Board of Directors effective August 20, 2025, and was appointed to serve on the Nominating and Corporate Governance Committee effective as of the same date. |
2025 Director Compensation Table (for all non-employee Directors)
| (3) Ms. Hemmingsen did not stand for re-election at the 2025 annual meeting and her service on the Board concluded effective May 8, 2025. |
2025 Director Compensation Table (for all non-employee Directors)
| (4) Chair of the Compensation Committee. Director elected to receive all pay in cash as director met age and stock ownership guidelines required to make such an election. |
2025 Director Compensation Table (for all non-employee Directors)
| (5) Member of the Compensation Committee. |
2025 Director Compensation Table (for all non-employee Directors)
| (6) 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. |
2025 Director Compensation Table (for all non-employee Directors)
| (7) Mr. Lande’s cash retainers were paid directly to Scopia Capital Management LP. |
2025 Director Compensation Table (for all non-employee Directors)
| (8) Chair of the Audit/Finance Committee. |
2025 Director Compensation Table (for all non-employee Directors)
| (9) Member of the Audit/Finance Committee. |
2025 Director Compensation Table (for all non-employee Directors)
| (10) Until May 8, 2025, Ms. Ziegler served as the Chair of the Nominating and Corporate Governance Committee at which point Mr. Perez assumed the role as Chair of the Nominating and Corporate Governance Committee. |
2025 Director Compensation Table (for all non-employee Directors)
| (11) Ms. Savage was appointed to the Board of Directors effective August 11, 2025, and was appointed to serve on the Audit/Finance Committee effective as of the same date. |
2025 Director Compensation Table (for all non-employee Directors)
| (12) Board Chair. Director elected to receive all pay in cash as director met age and stock ownership guidelines required to make such an election. |
2025 Director Compensation Table (for all non-employee Directors)
| (13) Ms. Ziegler did not stand for re-election at the 2025 annual meeting and retired effective May 8, 2025. Director elected to receive all pay in cash as director met age and stock ownership guidelines required to make such an election. |
2025 Director Compensation Table (for all non-employee Directors)
| (14) 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. |
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 | 2025 | 1,000,000 | 100(4) | 8,900,720 | 1,291,835 | 15,750(5) | 11,208,405 | | | 2024 | 900,000 | 388,969 | 6,535,375 | 1,555,875 | 15,525 | 9,395,744 | | | 2023 | 875,000 | — | 3,746,266 | 1,531,250 | 14,850 | 6,167,366 | | Joan S. Hooper Senior Vice President and CFO | 2025 | 572,000 | — | 2,557,564 | 450,098 | 52,218(5) | 3,631,880 | | | 2024 | 550,000 | — | 2,133,339 | 570,488 | 49,660 | 3,303,487 | | | 2023 | 540,000 | — | 1,449,557 | 567,000 | 23,153 | 2,579,711 | | Donald L. Reeves Senior Vice President, Outcomes | 2025 | 489,000 | 800(4) | 1,410,694 | 384,750 | 15,750(5) | 2,300,994 | | | 2024 | 470,000 | | 1,034,987 | 487,508 | 17,427 | 2,009,922 | | | 2023 | 460,000 | | 519,342 | 458,850 | 12,948 | 1,451,140 | | John F. Marcolini Senior Vice President, Networked Solutions | 2025 | 478,000 | 2,600(4) | 1,425,075 | 376,205 | 15,750(5) | 2,297,630 | | | 2024 | 460,000 | 47,714 | 1,069,181 | 477,135 | 15,586 | 2,069,615 | | | 2023 | 450,000 | 47,250 | 512,140 | 472,500 | 14,789 | 1,496,679 | | Justin K. Patrick Senior Vice President, Device Solutions | 2025 | 440,000 | 50(4) | 1,361,584 | 344,683 | 15,750(5) | 2,162,067 | | | 2024 | 415,000 | 43,046 | 953,103 | 430,459 | 16,892 | 1,858,500 | | | 2023 | 400,000 | 42,000 | 477,800 | 420,000 | 13,483 | 1,353,283 |
Summary Compensation Table
| (1) This column reflects the aggregate grant date fair value of RSU and PRSU awards granted under our Long-Term Incentive Plan (LTIP) 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, 2025 regarding assumptions underlying the valuation of the equity awards granted in 2025. |
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 2025 for the 2025 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 2025 PRSUs for the full performance cycle (2025-2027) would be: T. Deitrich - $12,092,499; J. Hooper - $2,578,203; D. Reeves - $1,611,408; J. Marcolini - $1,611,408; J. Patrick - $1,611,408.
Summary Compensation Table
| (3) This column reflects the cash awards earned by the NEOs for achievement of financial and non-financial objectives under our annual incentive program. |
Summary Compensation Table
| (4) These values reflect length of service awards, patent awards, and a $2,500 referral bonus for Mr. Marcolini. |
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 $15,750 for our NEOs, a company match under the Executive Deferred Compensation Plan of $36,468 for Ms. Hooper. |
Summary Compensation Table
| 2026 PROXY STATEMENT | ITRON, INC. | 41 |
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table
| | ITRON, INC. | | | | | | | | | | | Grants of Plan-Based Awards | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards | | Name | Grant Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | | | | Thomas L. Deitrich | — | — | $1,250,000 | $1,750,000 | — | — | — | — | — | | | 2/19/2025 | — | — | — | — | — | — | 23,607 | $2,309,945 | | | 2/19/2025 | — | — | — | — | 15,976 | 39,940 | — | $1,685,788(4) | | | 2/19/2025 | — | — | — | — | 17,794 | 44,485 | — | $2,305,391(5) | | | 2/19/2025 | — | — | — | — | 19,164 | 47,910 | — | $2,599,597(6) | | Joan S. Hooper | — | — | $429,000 | $600,600 | — | — | — | — | — | | | 2/19/2025 | — | — | — | — | — | — | 10,219 | $999,929 | | | 2/19/2025 | — | — | — | — | 3,406 | 8,515 | — | $359,401(4) | | | 2/19/2025 | — | — | — | — | 4,226 | 10,565 | — | $547,521(5) | | | 2/19/2025 | — | — | — | — | 4,797 | 11,992 | — | $650,713(6) | | Donald L. Reeves | — | — | $366,750 | $513,450 | — | — | — | — | — | | | 2/19/2025 | — | — | — | — | — | — | 6,387 | $624,968 | | | 2/19/2025 | — | — | — | — | 2,129 | 5,322 | — | $224,652(4) | | | 2/19/2025 | — | — | — | — | 2,446 | 6,115 | — | $316,904(5) | | | 2/19/2025 | — | — | — | — | 1,800 | 4,500 | — | $244,170(6) | | John F. Marcolini | — | — | $358,500 | $501,900 | — | — | — | — | — | | | 2/19/2025 | — | — | — | — | — | — | 6,387 | $624,968 | | | 2/19/2025 | — | — | — | — | 2,129 | 5,322 | — | $224,652(4) | | | 2/19/2025 | — | — | — | — | 2,557 | 6,392 | — | $331,285(5) | | | 2/19/2025 | — | — | — | — | 1,800 | 4,500 | — | $244,170(6) | | Justin K. Patrick | — | — | $330,000 | $462,000 | — | — | — | | — | | | 2/19/2025 | — | — | — | — | — | | 6,387 | $624,968 | | | 2/19/2025 | — | — | — | — | 2,129 | 5,322 | — | $224,652(4) | | | 2/19/2025 | — | — | — | — | 2,224 | 5,560 | — | $288,141(5) | | | 2/19/2025 | — | — | — | — | 1,650 | 4,125 | — | $223,823(6) |
2025 Grants of Plan-Based Awards Table
| (1) Represents threshold, target, and maximum opportunity under the Company’s annual incentive program for fiscal 2025. Our annual incentive program is discussed under the caption “Annual Cash Incentives - The Itron Incentive Plan (IIP)” in this proxy statement. |
2025 Grants of Plan-Based Awards Table
| (2) Represents range of possible PRSU payouts for the 2025 portion of PRSUs granted in 2023, 2024, and 2025; 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. |
2025 Grants of Plan-Based Awards Table
| (3) Amounts shown in this column reflect the number of RSUs granted under our LTIP. |
2025 Grants of Plan-Based Awards Table
| (4) Amounts shown are based on target performance achievement for the 2025 portion of the 2025-2027 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 2025 portion of the award. See footnote 2 of the Summary Compensation Table in this proxy statement for further details. |
2025 Grants of Plan-Based Awards Table
| (5) Amounts shown are based on target performance achievement for the 2025 portion of the 2024-2026 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 2025 portion of the award. See footnote 2 of the Summary Compensation Table in this proxy statement for further details. |
2025 Grants of Plan-Based Awards Table
| (6) Amounts shown are based on target performance achievement for the 2025 portion of the 2023-2025 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 2025 portion of the award. See footnote 2 of the Summary Compensation Table in this proxy statement for further details. |
2025 Grants of Plan-Based Awards Table
| 42 | ITRON, INC. | 2026 PROXY STATEMENT |
2025 Outstanding Equity Awards at Fiscal Year-End Table
2025 Outstanding Equity Awards at Fiscal Year-End Table
2025 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 | 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 | | | | | | | 2/23/2023 | | | | | 2,257 | $209,585 | | | | | 2/23/2024 | | | | | 11,127 | $1,033,253 | | | | | 2/23/2024 | | | | | | | 133,457(2) | $12,392,817 | | | 2/19/2025 | | | | | 23,607 | $2,192,146 | | | | | 2/19/2025 | | | | | | | 119,825(3) | $11,126,950 | | 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 | | | | | | | 2/23/2023 | | | | | 1,201 | $111,525 | | | | | 2/23/2024 | | | | | 5,286 | $490,858 | | | | | 2/23/2024 | | | | | | | 31,695(2) | $2,943,198 | | | 2/19/2025 | | | | | 10,219 | $948,936 | | | | | 2/19/2025 | | | | | | | 25,547(3) | $2,372,294 | | Donald L. Reeves | 2/23/2023 | | | | | 451 | $41,880 | | | | | 2/23/2024 | | | | | 3,061 | $284,244 | | | | | 2/23/2024 | | | | | | | 18,350(2) | $1,703,981 | | | 2/19/2025 | | | | | 6,387 | $593,097 | | | | | 2/19/2025 | | | | | | | 15,967(3) | $1,482,696 | | John F. Marcolini | 2/23/2023 | | | | | 451 | $41,880 | | | | | 2/23/2024 | | | | | 3,199 | $297,059 | | | | | 2/23/2024 | | | | | | | 19,182(2) | $1,781,241 | | | 2/19/2025 | | | | | 6,387 | $593,097 | | | | | 2/19/2025 | | | | | | | 15,967(3) | $1,482,696 | | Justin K. Patrick | 2/20/2020 | 3,274 | | $87.27 | 2/20/2030 | | | | | | | 2/23/2023 | | | | | 413 | $38,351 | | | | | 2/23/2024 | | | | | 2,783 | $258,429 | | | | | 2/23/2024 | | | | | | | 16,680(2) | $1,548,905 | | | 2/19/2025 | | | | | 6,387 | $593,097 | | | | | 2/19/2025 | | | | | | | 15,967(3) | $1,482,696 |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (1) Represents RSUs granted under the LTIP. One-third of the RSUs granted on February 23, 2023 vested on February 23, 2024; the balance will vest quarterly thereafter for two years. One-third of the RSUs granted on February 23, 2024 vested on February 23, 2025; the balance will vest quarterly thereafter for two years. One-third of the RSUs granted on February 19, 2025 vested on February 19, 2026; the balance will vest quarterly thereafter for two years. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| 2026 PROXY STATEMENT | ITRON, INC. | 43 |
2025 Outstanding Equity Awards at Fiscal Year-End Table
Vesting information for each RSU award for the NEOs that is unvested as of December 31, 2025 is described in the table below.
2025 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 | | 2026 | | | | | | | | | 2/19/2026 | 7,861 | 3,402 | 2,126 | 2,126 | 2,126 | | | 2/23/2026 | 2,225 | 1,057 | 612 | 639 | 557 | | | 2/23/2026 | 2,257 | 1,201 | 451 | 451 | 413 | | | 5/19/2026 | 1,968 | 852 | 532 | 532 | 532 | | | 5/23/2026 | 2,225 | 1,057 | 612 | 640 | 556 | | | 8/19/2026 | 1,968 | 852 | 533 | 533 | 533 | | | 8/23/2026 | 2,226 | 1,057 | 612 | 640 | 556 | | | 11/19/2026 | 1,968 | 852 | 532 | 532 | 532 | | | 11/23/2026 | 2,225 | 1,057 | 612 | 640 | 556 | | 2027 | | | | | | | | | 2/19/2027 | 1,968 | 852 | 533 | 533 | 533 | | | 2/23/2027 | 2,226 | 1,058 | 613 | 640 | 558 | | | 5/19/2027 | 1,969 | 852 | 532 | 532 | 532 | | | 8/19/2027 | 1,968 | 852 | 533 | 533 | 533 | | | 11/19/2027 | 1,968 | 852 | 532 | 532 | 532 | | 2028 | | | | | | | | | 2/19/2028 | 1,969 | 853 | 534 | 534 | 534 |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (2) Represents PRSUs granted for the three-year performance cycle beginning in 2024 assuming achievement at maximum levels of performance (250% of target). |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (3) Represents PRSUs granted for the three-year performance cycle beginning in 2025 assuming achievement at maximum levels of performance (250% of target). |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (4) Based on the closing price of our common stock on December 31, 2025 ($92.86). |
2025 Option Exercises and Stock Vested Table
2025 Option Exercises and Stock Vested Table
2025 Option Exercises and Stock Vested Table
| | ITRON, INC. | | | | | | Option Exercises and Stock Vested | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Thomas L. Deitrich | 75,698 | 5,858,559 | 177,584 | 16,753,565 | | Joan S. Hooper | | | 52,802 | 5,035,519 | | Donald L. Reeves | | | 20,960 | 2,009,167 | | John F. Marcolini | 3,783 | 223,386 | 21,155 | 2,028,979 | | Justin K. Patrick | | | 19,294 | 1,848,917 |
2025 Option Exercises and Stock Vested Table
| (1) Represents the difference between the exercise price and the fair market value of our common stock on the date of exercise. |
2025 Option Exercises and Stock Vested Table
| (2) Includes PRSUs earned based on financial results for the three-year performance cycle beginning in 2023 and vested on December 31, 2025. |
2025 Option Exercises and Stock Vested Table
See “Long-Term Incentives – A Closer Look at PRSUs” in this proxy statement for more detail.
2025 Option Exercises and Stock Vested Table
| (3) Based on the fair market value of our common stock on the vest date. |
2025 Option Exercises and Stock Vested Table
| 44 | ITRON, INC. | 2026 PROXY STATEMENT |
2025 Nonqualified Deferred Compensation Table
2025 Nonqualified Deferred Compensation Table
2025 Nonqualified Deferred Compensation Table
| | ITRON, INC. | | | | | | | Nonqualified Deferred Compensation | | | | | | Name | Executive Contributions in Last Fiscal Year ($)(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 | 84,912 | 36,468 | 214,199 | — | 1,830,558 | | Donald L. Reeves | — | — | — | — | — | | John F. Marcolini | — | — | — | — | — | | Justin K. Patrick | — | — | — | — | — |
2025 Nonqualified Deferred Compensation Table
| (1) This deferred compensation represents amounts that are reported as compensation earned in 2025 in the Summary Compensation Table. |
2025 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, the provisions of our LTIP and the award agreements 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 | Pro-rated payout based on the number of calendar days employed during the performance period and subject to actual attainment of performance results. The earned award, if any, will be paid at the same time as it is paid to other participants. | Forfeited in its entirety if not employed by the Company through the completion of the performance period. | | RSUs | Vesting of unvested RSUs will accelerate. | If retirement occurs more than 12 months following grant date, awards continue to vest subject to a notice requirement and compliance with certain covenants governing confidentiality, non-solicitation, and non-competition and settled in accordance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). RSUs granted within 12 months of retirement are forfeited. | | PRSUs | The executive is eligible to receive that number of PRSUs that vest based on the actual attainment of the performance goals as assessed after the performance period. | If retirement occurs more than 12 months following grant date, executives are eligible to receive that number of PRSUs that vest based on the actual attainment of the performance goals as assessed after the end of the performance period subject to a notice requirement and compliance with certain covenants governing confidentiality, non-solicitation, and non-competition and settled in accordance with the provisions of Section 409A of the Code. PRSUs granted within 12 months of retirement are forfeited. | | Stock Options | Vested stock options expire on the 1-year anniversary of the date of termination. | Vested stock options expire on the 1-year anniversary of the date of termination. |
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 LTIP 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. |
Potential Payments upon Change-in-Control
Potential Payments upon Change-in-Control The Company has entered into a Change in Control Severance Agreement with each of our executive officers. The following summarizes the material provisions of the agreements applicable to each NEO. Under these agreements, if a change-in-control occurs and an NEO’s employment is terminated within 24 months other than (a) by the Company for cause, (b) by reason of death or disability, or (c) by the executive without “good reason,” the NEO is entitled to the following benefits:
Potential Payments upon Change-in-Control
| • | Severance Benefit: The 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 agreements provide for an amount in respect of the executive’s target annual cash bonus compensation for the fiscal year in which the date of termination occurs, which amount will be paid out pro-rata, based on the portion of the performance period which has elapsed as of the date of termination. |
Potential Payments upon Change-in-Control
| • | Welfare Benefit Continuation: The agreements provide Mr. Deitrich and his dependents with 2.5 years of life, disability and health insurance coverage (with no tax gross-up). For Ms. Hooper, Mr. Reeves, Mr. Marcolini, and Mr. Patrick, and each executives’ dependents, this benefit is equal to two (2) years of life, disability and health insurance coverage (with no tax gross-up). |
Potential Payments upon Change-in-Control
| • | Equity Awards: The agreements provide that any PRSU award outstanding as of the date of termination shall be vested at the greater of target or actual performance for the year (if the date of termination occurs during the performance period applicable to such award). Other equity awards will be governed by the terms of the applicable award agreement. |
Potential Payments upon Change-in-Control
| • | Excise Tax Gross-Up: There are no effective provisions for an excise tax gross-up. The agreements provide that change-in-control payments will be reduced, if necessary, to the level that results in the greater after-tax amount to the executive after taking the excise tax under Section 280G of the Code into account. |
Potential Payments upon Change-in-Control
| • | Legal Fees: The agreements provide that NEOs will be reimbursed for legal fees and expenses incurred in seeking to enforce the agreement. |
Potential Payments upon Change-in-Control
| • | Restrictive Covenants: The 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 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 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 agreement. |
Potential Payments upon Change-in-Control
| 2026 PROXY STATEMENT | ITRON, INC. | 47 |
Potential Payments upon Change-in-Control
See also “Termination Payment Tables for NEOs” below.
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 2025, 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 $72,460; and |
CEO Pay Ratio
| • | the annual total compensation of our CEO was $11,208,405. |
CEO Pay Ratio
For fiscal 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 155 to 1. SEC rules permit companies to use the same median employee for up to three years if there have been no changes in the company’s employee population or compensation arrangements that the company reasonably believes would significantly affect the pay ratio disclosure. We reviewed our employee population and compensation practices since our prior determination and concluded that there have been no changes that would result in a significant change to the pay ratio. As a result, we have used the same median employee identified in 2024 to calculate the CEO pay ratio for 2025. 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, 2024. The annual total compensation for each of the CEO and the median employee for 2025 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
| 54 | ITRON, INC. | 2026 PROXY STATEMENT |
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-end value of $100 invested on 12/31/2020 in: | | | | | Year | Summary Compensation Table Total for Thomas L. Deitrich $ | Compensation Actually Paid to Thomas L. Deitrich(1)(2) $ | Average Summary Compensation Table Total for Non-CEO NEOs(3) $ | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) $ | ITRI $ | Peer Group(4) $ | Net Income (in millions)(5) $ | Adj. EBITDA (in millions)(6) $ | | 2025 | 11,208,405 | 11,378,023 | 2,598,143 | 2,574,670 | 96.83 | 110.21 | 303.3 | 375.8 | | 2024 | 9,395,744 | 25,612,917 | 2,310,381 | 4,984,227 | 113.22 | 88.69 | 241.1 | 323.6 | | 2023 | 6,167,366 | 14,985,547 | 1,720,203 | 3,088,428 | 78.74 | 78.91 | 98.3 | 225.6 | | 2022 | 3,902,881 | 2,219,992 | 1,168,312 | 718,317 | 52.82 | 71.79 | -9.5 | 95.1 | | 2021 | 4,540,331 | 1,543,572 | 1,712,738 | 1,006,326 | 71.45 | 99.92 | -78.3 | 115.2 |
Pay Versus Performance
| (1) Deductions from, and additions to, total compensation in the Summary Compensation Table for 2025 to calculate Compensation Actually Paid include: |
Pay Versus Performance
| | 2025 | | | | Thomas L. Deitrich | Average Non- CEO NEOs | | Total Compensation from Summary Compensation Table | $11,208,405 | $2,598,143 | | 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 | $(8,900,720) | $(1,688,729) | | Year-end fair value of unvested awards granted in the current year | $8,778,298 | $1,691,349 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $212,325 | $1,820 | | 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 | $79,715 | $(27,913) | | 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 | $169,618 | $(23,473) | | Compensation Actually Paid (as calculated) | $11,378,023 | $2,574,670 |
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. Additionally, for CAP calculation purposes, adjustments have been made to reflect fair values of equity awards as of 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
2023-2025: 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.
Pay Versus Performance
| (4) Years 2021 to 2025 reflect the 2025 peer group as disclosed in our 2025 Form 10-K: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Advanced Energy Industries, Inc. |
Pay Versus Performance
| 2026 PROXY STATEMENT | ITRON, INC. | 55 |
Pay Versus Performance
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 reflected in the Company’s audited financial statements for the applicable year. Net income figures for 2021-2024 were corrected from the corresponding amounts reported in the prior year’s proxy statement, which reflected net income after deducting income attributable to non-controlling interests. |
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 (a) minus interest income, (b) plus interest expense, depreciation and amortization, restructuring, loss on sale of business, strategic initiative expenses, acquisition and integration related expenses, and (c) excluding income tax provision or benefit. |
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
| 2026 PROXY STATEMENT | ITRON, INC. | 57 |
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 3, 2026 by each of our directors, each of our named executive officers listed in the Summary Compensation Table, and our director nominee, directors, and executive officers as a group. The percentage ownership data is based on 44,319,803 shares of our common stock outstanding as of March 3, 2026. 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) | 491,365 | 1.11 | | Joan S. Hooper(2) | 132,464 | * | | Donald L. Reeves | 16,714 | * | | John F. Marcolini | 11,930 | * | | Justin K. Patrick(3) | 23,391 | * | | Scott D. Drury(4) | 1,143 | | | Frank M. Jaehnert(5) | 21,917 | * | | Jerome J. Lande | 6,505 | * | | Timothy M. Leyden(6) | 15,773 | * | | Sanjay Mirchandani | 5,623 | * | | Santiago Perez | 11,318 | * | | Sheri L. Savage | 1,186 | * | | Diana D. Tremblay | 23,244 | * | | All directors and executive officers as a group (16 persons)(7) | 789,171 | 1.77% |
Directors and Executive Officers
| * Less than 1%. |
Directors and Executive Officers
| (1) For Mr. Deitrich, includes 147,223 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. Patrick, includes 3,274 shares issuable on exercise of outstanding options exercisable within 60 days. |
Directors and Executive Officers
| (4) For Mr. Drury, includes 555 shares of which Mr. Drury has deferred receipt of pursuant to Itron’s Executive Deferred Compensation Plan. |
Directors and Executive Officers
| (5) For Mr. Jaehnert, includes 15,504 shares of which Mr. Jaehnert has deferred receipt of pursuant to Itron’s Executive Deferred Compensation Plan. |
Directors and Executive Officers
| (6) For Mr. Leyden, includes 1,592 shares of which Mr. Leyden has deferred receipt of pursuant to Itron’s Executive Deferred Compensation Plan. |
Directors and Executive Officers
| (7) Includes 183,765 shares issuable on exercise of outstanding options that are held by all current directors and executive officers and are exercisable within 60 days and 17,651 shares of which certain directors have deferred receipt pursuant to Itron's Executive Deferred Compensation Plan. |
Directors and Executive Officers
| 62 | ITRON, INC. | 2026 PROXY STATEMENT |
Directors and Executive Officers
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT