TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
 
 
Preliminary Proxy Statement
 
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
Definitive Proxy Statement
 
 
Definitive Additional Materials
 
 
Soliciting Material under § 240.14a-12
ITRON, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
 
No fee required.
 
 
 
Fee paid previously with preliminary materials.
 
 
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


TABLE OF CONTENTS

When:
May 9, 2024 at
9:00 a.m., Central Time
Where:
Virtual Meeting – see details on the right
Who Can Vote:
Shareholders of
Itron’s common stock
as of the record date,
March 5, 2024
Attending the Meeting:
Shareholders who wish to
attend the meeting virtually
should review the instructions
set forth below under
Attending the Annual Meeting.”
Important notice regarding the
availability of proxy materials for the
shareholder annual meeting to be
held on May 9, 2024. Our 2024
proxy statement is attached and,
along with the Annual Report, is
available for all shareholders at
https://materials.proxyvote.com.
Financial and other information
concerning Itron is contained in our
Annual Report for the 2023 fiscal year.
Your vote is very important.
To ensure representation at the annual meeting, shareholders are urged to vote as promptly as possible. To vote your shares, please refer to the voting instruction form on the website noted above, or review the section titled “Quorum and Voting” in the proxy statement. Any shareholder attending the annual meeting may vote in person (virtually) even if that shareholder has returned a proxy.

ITRON, INC.
2111 N. Molter Road
Liberty Lake, Washington 99019
Notice of 2024
ANNUAL MEETING OF SHAREHOLDERS
We are holding our annual meeting via a “virtual” format. Therefore, we cordially invite you to electronically attend the Annual Meeting of Shareholders of Itron, Inc., which will be held on May 9, 2024, at 9:00 a.m., Central Time. We are pleased to announce that this year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/ITRI2024
You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. As always, we encourage you to vote your shares prior to the annual meeting. The annual meeting will be held for the following purposes:
Items of Business:
1.
To elect four directors to the Company’s Board of Directors.
2.
To approve, on a non-binding advisory basis, the compensation of
our named executive officers for the fiscal year ended December 31, 2023.
3.
To approve the Itron, Inc. Third Amended and Restated 2010 Stock Incentive Plan.
4.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountant for the 2024 fiscal year.
5.
To transact any other business that may properly come before the annual meeting.
Members of the Company’s management will not make any formal presentation as part of the annual meeting, but will be available to address questions from shareholders, as appropriate. In addition, we expect all of our director nominees, together with those directors continuing in office, will attend the annual meeting.
By Order of the Board of Directors,

Christopher E. Ware
Corporate Secretary

Liberty Lake, Washington
March 19, 2024


TABLE OF CONTENTS

TABLE OF CONTENTS




This proxy statement includes several website addresses and references to additional materials found on those websites. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (SEC).

TABLE OF CONTENTS


This proxy statement is being furnished to shareholders of Itron, Inc. (the Company or Itron) in connection with the solicitation by our Board of Directors of proxies for use at the 2024 annual meeting of shareholders. The meeting is scheduled to be held on May 9, 2024, at 9:00 a.m., Central Time, via live webcast through the link, for the purposes listed in the accompanying Notice of Annual Meeting of Shareholders. You will need the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or your proxy card (if applicable). We have made these materials available to you over the Internet, or have delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at the annual meeting. This solicitation is for proxies for use at the annual meeting or at any reconvened meeting after an adjournment or postponement of the annual meeting. The Company’s principal executive office is at 2111 North Molter Road, Liberty Lake, Washington, 99019.
Attending the Annual Meeting
You are entitled to attend the virtual annual meeting only if you were a shareholder of record as of the Record Date for the annual meeting, or you hold a valid proxy for the annual meeting. You may attend the annual meeting, vote, and submit a question during the annual meeting by visiting www.virtualshareholdermeeting.com/ITRI2024 and using your 16-digit control number to enter the meeting. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual annual meeting.
Internet Availability of Annual Meeting Materials
Our proxy materials will be available for you to access over the Internet. On or about March 19, 2024, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (Notice) directing shareholders to the website provided on the Notice where they can access our proxy materials and view instructions on how to vote via the Internet or by phone. The Notice will also provide instructions for obtaining paper copies of the proxy materials and a proxy card, if requested by a shareholder.
The following proxy materials will be available for you to review online:
The Company’s Notice of Annual Meeting of Shareholders;
The Company’s 2024 Proxy Statement;
The Company’s Annual Report to Shareholders for the year ended December 31, 2023 (which is not deemed to be part of the official proxy soliciting materials); and
Any amendments to the foregoing materials that may be required to be furnished to the shareholders by the Securities and Exchange Commission.
Proposals to Be Voted on at the Annual Meeting
At the annual meeting, we will consider and vote on the following proposals:
(1)
to elect four directors to the Itron, Inc. Board of Directors, one for a term of two years ending upon our 2026 annual meeting of shareholders, and three for a term of three years ending upon our 2027 annual meeting of shareholders;
(2)
to approve, on a non-binding advisory basis, the compensation of our named executive officers for the fiscal year ended December 31, 2023 (Say-on-Pay vote);
(3)
to approve the Itron Inc. Third Amended and Restated 2010 Stock Incentive Plan;
(4)
to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountant for the 2024 fiscal year; and
(5)
to transact any other business that may properly come before the annual meeting.
Record Date and Outstanding Shares
Holders of record of our common stock at the close of business on March 5, 2024, are entitled to notice of, and to vote at, the annual meeting. On the record date, there were 45,841,836 shares of our common stock outstanding. Each outstanding share of our common stock will entitle its holder to one vote on each of the four directors to be elected and one vote on each other
2024 PROXY STATEMENT
       ITRON, INC.
1

TABLE OF CONTENTS

Proxy Statement
matter to be voted on at the annual meeting. Each of our directors and executive officers intends to vote or direct the vote of all shares of common stock over which he or she has voting control in favor of: (1) the election of the nominees for director; (2) the advisory approval of the compensation we paid our named executive officers in 2023; (3) the approval of the Itron, Inc. Third Amended and Restated 2010 Stock Incentive Plan; and (4) the ratification of Deloitte & Touche LLP as our independent registered public accountant for the 2024 fiscal year.
Quorum and Voting
Each shareholder is entitled to one vote per share of common stock held on each matter to be voted on. Our annual meeting will be through a virtual-only format solely through means of remote communication, and participation by such means shall constitute presence in person at the meeting. The presence at the annual meeting, in person or by proxy, of holders of a majority of the outstanding shares of common stock on the record date will constitute a quorum. Attendance by abstentions and “broker non-votes” (shares held by a broker or nominee who does not have the authority, express or discretionary, to vote on a particular matter) on any of the proposals to be voted on will be counted only for purposes of determining the presence of a quorum.
The following summarizes the votes required for passage of each proposal:
Proposal One – Election of Directors: Each nominee for director is elected by the vote of the majority of the votes cast with respect to that director’s election (meaning the number of votes cast “for” a nominee must exceed the number of votes cast “against” such nominee). Holders of common stock are not entitled to cumulative votes in the election of directors. Abstentions from voting on this matter will not be counted. Brokers and other holders of record do not have discretionary voting authority to vote your shares in the election of directors, absent voting instructions from you. Therefore, if you are a beneficial shareholder and do not provide voting instructions on proposal number one to the holder of record for your shares, they will not be voted in the election of directors.
Proposal Two – Say-on-Pay Vote (non-binding): The non-binding advisory vote on this proposal will be approved if the majority of votes cast are in favor of the proposal (meaning the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal). Abstentions from voting on this matter will not be counted. Brokers and other holders of record do not have discretionary voting authority to vote your shares for this proposal, absent voting instructions from you. Therefore, if you are a beneficial shareholder and do not provide voting instructions on proposal number two to the holder of record for your shares, they will not be voted on this proposal.
Proposal Three – Approval of the Itron, Inc. Third Amended and Restated 2010 Stock Incentive Plan: The proposal will be approved if the majority of the votes cast are in favor of the proposal (meaning the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal). Abstentions from voting on this matter will not be counted. Brokers and other holders of record do not have discretionary voting authority to vote your shares for this proposal, absent voting instructions from you. Therefore, if you are a beneficial shareholder and do not provide voting instructions on proposal number three to the holder of record for your shares, they will not be voted on this proposal.
Proposal Four – Ratification of Appointment of Independent Auditor: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accountant for 2024 will be ratified if the majority of the votes cast are in favor of the proposal (meaning the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal). Abstentions from voting on this matter will not be counted. Brokers and other holders of record do have discretionary authority to vote shares on this matter. Therefore, there will be no broker non-votes on the ratification of the Company’s independent registered public accountant.
Unless contrary instructions are specified, if the proxy is completed and submitted (and not revoked) prior to the annual meeting, the shares represented by the proxy will be voted as follows: (i) FOR each of the four nominees presented under Proposal One and FOR Proposals Two, Three and Four; and (ii) in accordance with the best judgment of the named proxies on any other matters properly brought before the annual meeting.
2
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

Proxy Statement
How to Vote Your Shares in Person and Participate at the Annual Meeting
This year’s annual meeting will be held entirely online. Shareholders may participate in the annual meeting by visiting the following website: www.virtualshareholdermeeting.com/ITRI2024. To participate in the meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner but not the shareholder of record may also be voted electronically during the annual meeting. However, even if you plan to attend the annual meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting.
How to Vote Your Shares without Attending the Annual Meeting
To vote your shares without attending the meeting, please follow the instructions for Internet or telephone voting on the Notice. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail, if you are the shareholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the shareholder of record. This way your shares will be represented whether or not you are able to attend the meeting.
You may vote your shares in one of several ways, depending on how you own your shares.
Registered Shareholders (Shares held in your name)
Registered shareholders can vote in person, by Internet, by telephone, or by mail, by casting their vote as follows:
(1)
Accessing the Internet website specified in the Notice of Internet Availability and following the instructions provided on the website (or if printed copies of the proxy materials were requested, as specified in the printed proxy card);
(2)
Requesting a printed proxy card and either calling the telephone number specified on the proxy card and following the instructions provided on the phone line, or completing, signing, dating, and promptly mailing the proxy card in the envelope provided; or
(3)
Attending and voting in person at the annual meeting.
Beneficial Shareholders (Shares held in the name of a broker, bank, or other holder of record on your behalf)
If your shares are held in the name of a broker, bank, or other nominee or holder of record, follow the voting instructions on the voting instruction form provided to you by the holder of record to vote your shares.
Revocability of Proxies
Shares represented at the annual meeting by properly signed proxies will be voted at the annual meeting in accordance with the instructions given in the proxy. A shareholder may revoke a proxy at any time before the vote. Mere attendance at the annual meeting will not revoke a proxy. A proxy may be revoked only by:
submitting a later-dated proxy by mail, by Internet or by telephone for the same shares at any time before the proxy is voted;
delivering written notice of revocation to the Corporate Secretary of the Company at any time before the vote; or
attending the annual meeting and voting in person.
If the annual meeting is postponed or adjourned for any reason, at any subsequent reconvening of the annual meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the annual meeting (except for any proxies that have at that time effectively been revoked or withdrawn).
Proxy Solicitation
The Board of Directors is responsible for the solicitation of proxies for the annual meeting. We have retained Broadridge Financial Solutions, Inc. to assist in the distribution of proxy materials and provide voting and tabulation services. We will bear the cost of such solicitation of proxies. We pay for the cost of proxy preparation and solicitation, and we may reimburse brokerage firms and other persons representing beneficial owners of our common stock for their reasonable expenses in forwarding solicitation materials to the beneficial owners. We may solicit proxies by personal contact, mail, email or telephone. In addition, our directors, officers, and employees may also solicit proxies personally or by telephone, without additional compensation.
2024 PROXY STATEMENT
       ITRON, INC.
3

TABLE OF CONTENTS

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.
The Board recommends that shareholders
vote “FOR” the election of each of the
director nominees.
4
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR DIRECTORS
Class 1 Director Nominee – Two Year Term That Will Expire in 2026



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
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
2024 PROXY STATEMENT
       ITRON, INC.
5

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR DIRECTORS
Class 2 Director Nominees – Three Year Term That Will Expire in 2027

  
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
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
6
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR 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
EXPERTISE

EXECUTIVE LEADERSHIP EXPERIENCE

FINANCIAL LITERACY/CFO

PUBLIC BOARD
AND GOVERNANCE EXPERIENCE

GLOBAL EXPERIENCE

MANUFACTURING AND/OR SUPPLY CHAIN EXPERTISE

MERGERS AND ACQUISITIONS
2024 PROXY STATEMENT
       ITRON, INC.
7

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR 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
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
8
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR DIRECTORS
Current Class 1 Directors – Directors with Terms That Will Expire in 2026

  
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
EXPERTISE

EXECUTIVE LEADERSHIP EXPERIENCE

FINANCIAL LITERACY/CFO

PUBLIC BOARD
AND GOVERNANCE EXPERIENCE

MARKETING/ SALES EXPERTISE

MERGERS AND ACQUISITIONS
2024 PROXY STATEMENT
       ITRON, INC.
9

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR 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
EXPERTISE

EXECUTIVE LEADERSHIP EXPERIENCE

FINANCIAL LITERACY/CFO

PUBLIC BOARD
AND GOVERNANCE EXPERIENCE

GLOBAL EXPERIENCE

MERGERS AND ACQUISITIONS
10
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR DIRECTORS
Current Class 3 Directors – Directors with Terms That Will Expire in 2025

  
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
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
2024 PROXY STATEMENT
       ITRON, INC.
11

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR 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
EXPERTISE


EXECUTIVE
LEADERSHIP EXPERIENCE

PUBLIC BOARD
AND GOVERNANCE EXPERIENCE

INDUSTRY EXPERTISE

MARKETING/SALES EXPERTISE

GOVERNMENT EXPERTISE

INFORMATION
TECHNOLOGY
12
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR 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
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
2024 PROXY STATEMENT
       ITRON, INC.
13

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR DIRECTORS
Snapshot of Directors and Director Nominees


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.
 
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
14
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR DIRECTORS
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.
Board Diversity Matrix (As of March 19, 2024)
 
Female
Male
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
3
6
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
1
Hispanic or Latinx
1
Native Hawaiian or Pacific Islander
White
3
5
Two or More Races or Ethnicities
1
LGBTQ+
Did Not Disclose Demographic Background
Director Qualifications and Attributes
We have concluded that all of our directors, including the nominees for re-election, have the skills, experience, knowledge, and personal attributes that are necessary to effectively serve on our Board and to contribute to the overall success of our Company. We believe that the diverse background of each of our Board members ensures that we have a Board that has a broad range of industry-related knowledge, experience, and business acumen. See alsoCORPORATE GOVERNANCE – Director Nominations by Shareholders” in this proxy statement.
2024 PROXY STATEMENT
       ITRON, INC.
15

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR 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 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
(1)
Director compensation is payable quarterly at the beginning of each quarter.
(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.
(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.”
(4)
The Board Chair receives no additional retainers for serving on any of our committees.
16
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

MORE INFORMATION ABOUT OUR 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
(1)
Member of the Audit/Finance Committee.
(2)
Chair of the Compensation Committee.
(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.
(4)
Mr. Lande's cash retainers were paid directly to Scopia Capital Management LP.
(5)
Chair of the Audit/Finance Committee.
(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.
(7)
Member of the Compensation Committee.
(8)
Member of the Nominating and Corporate Governance Committee.
(9)
Mr. Pruitt did not stand for re-election at the 2023 annual meeting and retired effective May 11, 2023.
(10)
Board Chair.
(11)
Chair of the Nominating and Corporate Governance Committee.
(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.
(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.
Stock Ownership Guidelines
Since 2006, we have maintained stock ownership guidelines for our non-employee directors. We expect our directors to accumulate shares equal to five times their annual cash retainer within five years from their initial appointment or election as a director, or to be making progress towards meeting the guidelines. Based on 2023 director compensation, for our Board Chair that equates to a value of $650,000, for our Board Vice Chair it equates to a value of $575,000, and for the other directors, it equates to a value of $375,000. All of our non-employee directors currently comply with these ownership guidelines.
Deferred Compensation Plan
Pursuant to the Company’s Amended and Restated Executive Deferred Compensation Plan dated January 1, 2012, our non-employee directors are eligible to participate in that plan and may defer into a nonqualified account up to 100% of any director fees and 100% of any shares of common stock that he or she anticipates receiving.
2024 PROXY STATEMENT
       ITRON, INC.
17

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Leadership Structure of the Board of Directors
The leadership of our Board is managed by our Board Chair. Our Governance Principles generally require the role of Board Chair to be held by an independent director who meets the independence requirements of the Nasdaq Stock Market. The Board believes having separate roles of Board Chair and CEO allows for a more balanced workload between the Board Chair and the CEO, especially in light of the current duties and responsibilities of the Board Chair, which include the following:
Preside over all meetings of the Board (including executive sessions of the Board) and meetings of the shareholders;
Review the agendas of each Board and committee meeting;
Prepare agendas as needed for executive sessions of the independent directors;
Serve as a liaison between the independent directors and the CEO;
In consultation with the CEO, make recommendations to the Nominating and Corporate Governance Committee as to membership of Board committees and appointment of Board committee Chairs; and
Perform such other duties as the Board may require.
Pursuant to our Governance Principles, the Board Chair must be an independent director unless the Board determines that the best interests of shareholders would otherwise be better served. The Board Chair is elected by a majority of the members of the Board following the annual meeting of shareholders (or at such other time as a vacancy for the role of Board Chair may occur). The Board Chair serves for a term of three years (provided such director is re-elected by shareholders if his or her term as a director does not coincide with his or her term as Board Chair). The Board Chair may not serve more than two consecutive terms unless the Board approves an extended term. Our current Chair, Diana D. Tremblay, is serving her first term.
If the Board determines that it is in the best interests of the shareholders to combine the roles of CEO and Board Chair, the Board will appoint a Lead Independent Director with the duties set forth in our Governance Principles.
Corporate Governance Guiding Principles
The Company’s Governance Principles are available on the Company’s website, www.itron.com, by selecting “Investors” and then “Sustainability and Governance.”
Board Matters – Meeting Attendance
Our business, property, and affairs are managed under the oversight of our Board. Members of our Board are kept informed of our business through discussions with our CEO and other officers, by reviewing materials provided to them, by visiting our offices, and by participating in meetings of the Board and its committees.
In accordance with our Governance Principles, directors are expected to attend the Company’s annual meeting of shareholders. All our directors serving at the time of the 2023 annual meeting of shareholders attended the meeting. During 2023, the Board met seven times. All the directors attended at least 75% of the meetings of the Board and committees on which he or she served. Also, in accordance with our Governance Principles, our independent directors meet in an executive session as often as necessary, but no less than two times annually.
Director Independence
Our common stock is listed on the Nasdaq Global Select Market (Nasdaq). Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the Nasdaq listing rules, a director will only qualify as an “independent director” if that company’s board of directors determines that the person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
18
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

CORPORATE GOVERNANCE
As recommended by the Nominating and Corporate Governance Committee, the Board has determined that a majority of our Board are independent directors as defined under the Nasdaq listing rules and the SEC rules, with Mr. Deitrich serving as the sole non-independent director. As Mr. Deitrich does not serve on any committees, and as recommended by the Nominating and Corporate Governance Committee, the Board has determined that all members of Itron’s committees are independent under SEC rules and Nasdaq listing rules. In addition, as recommended by the Nominating and Corporate Governance Committee, the Board has determined that all members of our Audit/Finance Committee are independent under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (Exchange Act).
Committees of the Board
We have three committees to assist the Board in fulfilling its responsibilities: Nominating and Corporate Governance, Audit/Finance, and Compensation. Each of the three current committees operates under a written charter that has been approved by the Board. The committee charters are reviewed annually and are updated as necessary to reflect changes in regulatory requirements and evolving oversight practices. All of the current committee charters are available on our website at http://investors.itron.com/corporate-governance-0. The table below provides membership of each committee at the end of fiscal year 2023, followed by a description of each committee’s responsibilities.
Director
Audit/Finance
Nominating and
Corporate
Governance
Compensation
Mary C. Hemmingsen
Frank M. Jaehnert
Jerome J. Lande
Timothy M. Leyden
Sanjay Mirchandani
Santiago Perez
Diana D. Tremblay
Lynda L. Ziegler
Thomas L. Deitrich
Committee Member
Committee Chair
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee (NCGC) is primarily responsible for:
developing and implementing our Governance Principles;
overseeing the process for evaluating the performance of our Board Chair and the CEO, as well as the other directors and the Board as a whole;
determining the qualifications of the directors serving on the Board, including their independence;
recommending candidates to serve on the Board; and
reviewing and making recommendations to the Board with respect to candidates for directors proposed by shareholders.
To assist the NCGC in its identification of qualified director candidates, it might engage an outside search firm. The NCGC also reviews the compensation paid to our directors and makes recommendations to the Board on director fees and other compensation payable to the Board members.
All of the members of the NCGC are independent under SEC rules and Nasdaq listing rules.
2024 PROXY STATEMENT
       ITRON, INC.
19

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Audit/Finance Committee
The Audit/Finance Committee (AFC) is primarily responsible for:
overseeing our accounting and financial reporting processes and the audit of our financial statements;
approving the compensation of our independent auditors;
reviewing with management our business financial risks and the process by which management assesses and manages such financial risks;
selecting, retaining, or terminating our independent auditors; and
monitoring compliance with our code of conduct.
The Board has determined that all members of the AFC are independent under SEC rules and Nasdaq listing rules, including Rule 10A-3 of the Exchange Act. The NCGC has determined that all of the current members of the AFC are financially literate in accordance with the Standards of Nasdaq Rule 5605(c)(2)(A)(iv), and “audit committee financial experts” as defined in Item 407(d)(5) of Regulation S-K.
Compensation Committee
The Compensation Committee (CC) is primarily responsible for:
recommending to the Board our CEO’s total annual and long-term incentive compensation;
setting compensation levels for our other executive officers; and
overseeing the administration of various incentive compensation and benefit plans, which includes an annual evaluation of our compensation plans and policies.
The CC, when appropriate, may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Board or to Company officers. The Board has determined that all members of the CC are independent under SEC rules and Nasdaq listing rules. In addition, all CC members are “non-employee directors” under Section 16b-3 of the Exchange Act. SeeEXECUTIVE COMPENSATION – Compensation Discussion and Analysis” in this proxy statement for more information on the CC’s responsibilities regarding the compensation of our executive officers.
Compensation Committee Interlocks and Insider Participation
No member of our Board’s Compensation Committee has served as an officer or employee of the Company. None of our executive officers serve as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serve as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.
Transactions with Related Persons
There were no related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K in fiscal year 2023. In order to determine this, the Board requires our executive officers, directors and director nominees to disclose certain information regarding related person transactions. Generally, a “related person transaction” is a transaction (including any indebtedness or a guarantee of indebtedness) that involves the Company’s directors, executive officers, director nominees, 5% or more beneficial owners of the Company’s common stock, immediate family members of these persons, or entities in which one of these persons has a direct or indirect material interest. The current threshold required to be disclosed under SEC regulations is $120,000. Under its charter, the Audit/Finance Committee of the Board has been delegated with the responsibility of reviewing and approving any related person transactions and the Nominating and Corporate Governance Committee also provides input in that regard.
Our Board’s Role in Risk Oversight
The Board has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of our executives’ management of risks relevant to the Company. The Board determines, directly or through Board committees, whether: (i) there are adequate processes designed and implemented by Company management such that risks have been identified and are being managed; (ii) the risk management processes are intended to ensure that Company risks are taken into account in corporate decision-making; and (iii) the risk management processes and procedures ensure that material risks to the Company are brought to the attention of the Board or an appropriate committee of the Board. Each of the
20
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Company’s risk management processes are reviewed periodically (but at least once a year) by either the Board or an appropriate committee to which the Board has delegated specific oversight responsibility, as described below. Throughout the year, the Board and each committee spend a portion of their time reviewing and discussing specific risk topics. Committee Chairs regularly report to the full Board on actions taken at committee meetings. At least annually, the Board conducts a review of our long-term strategic plans, and at each of our quarterly meetings, our General Counsel updates the Board on material legal and regulatory matters.
Board
Compensation
Nominating and
Corporate Governance
Audit/Finance
Overall responsibility for risk oversight, including cybersecurity risks
Responsible for overseeing compensation risks, including assessing possible risks from our compensation plans and policies for our executives and ensuring that our executive compensation is aligned with Company performance
Oversees our overall corporate governance, including Board and committee composition, Board size and structure, and our director independence
Responsible for reviewing our major financial risk exposures, financial reporting, and monitoring our credit and liquidity risk, and compliance risk
Assesses directly, through Board committees or through established processes and procedures, risks relevant to the Company
Reviews our Governance Principles annually pursuant to its charter
Meets regularly with our independent auditors and in executive session to facilitate a full and candid discussion of risk and other issues
Reviews a summary and assessment of such risks annually and in connection with discussions of various compensation elements and benefits throughout the year
Following a review of the Company’s current risk management systems and processes, the Board has concluded that the current allocation of oversight responsibilities between the Board and its committees is adequate, provided that the committees continue to coordinate their risk oversight responsibilities, share information appropriately with the other Board members, and provide timely and adequate reports to the full Board. The Board continually evaluates its risk oversight role.
Code of Conduct
The Company has adopted a Code of Conduct that applies to all directors, officers, and employees of the Company and any subsidiary of the Company and is available on the Company’s website, www.itron.com, by selecting “Investors” and then “Sustainability and Governance.” In addition, we have adopted policies and procedures for reporting and investigating suspected violations of the Code of Conduct. The Company intends to satisfy any future disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to or waiver from application of or provisions of the Code of Conduct, that applies to the CEO or the CFO, by posting such information on our website, www.itron.com.
Anti-Hedging Policy
The Company has adopted an Anti-Hedging Policy that prohibits our directors, officers, and employees from entering into transactions involving our securities that are designed to hedge or offset any decrease in the market value of Itron securities. SeeEXECUTIVE COMPENSATION – Compensation Discussion and Analysis – Anti-Hedging Policy” in this proxy statement for more information on this policy.
Director Term Limit and Retirement Guidelines
Our Governance Principles include a term limit provision to encourage Board refreshment. Non-executive directors are not eligible to stand for re-election after serving as a director for five full terms on the Board, with limited exceptions. Additionally, directors may not be nominated or appointed after age 75, unless the Board determines that it would be in the best interests of the Company’s shareholders to extend the director’s period of eligible service.
2024 PROXY STATEMENT
       ITRON, INC.
21

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Director Nominations by Shareholders
In accordance with the Company’s Amended and Restated Bylaws, in order to nominate a director for election to the Board at an annual meeting of shareholders, a shareholder must deliver written notice of such nomination to the Corporate Secretary of the Company at the Company’s executive offices no fewer than 90 days nor more than 120 days prior to the date of the annual meeting (or if less than 60 days’ notice or prior public disclosure of the date of such annual meeting is given or made to the shareholders, not later than the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure was made). The notice of a shareholder’s intention to nominate a director must include:
the name and address of the shareholder;
a representation that the shareholder is entitled to vote at the meeting at which directors will be elected;
a statement of the number of shares of the Company that are beneficially owned by the shareholder; and
a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
and the following information with respect to the person nominated by the shareholder:
name and address;
other information regarding such nominee as would be required in a proxy statement filed pursuant to applicable SEC rules;
a description of any arrangements or understandings between the shareholder and the nominee and any other persons (including their names), pursuant to which the nomination is made; and
the consent of such nominee to serve as a director, if elected.
Any notice of director nomination submitted to Itron must include the additional information required by Rule 14a-19(b) under the Exchange Act.
Other directors and senior management of the Company may also recommend director nominees for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee evaluates director nominees, including nominees that are submitted to the Company by a shareholder, taking into consideration the qualification criteria set forth under “ELECTION OF DIRECTORS – Director and Director Nominee Qualifications” in this proxy statement. In the event of a shareholder recommendation, the Nominating and Corporate Governance Committee screens and evaluates the person recommended in the same manner as other candidates. In addition, the Nominating and Corporate Governance Committee determines if the proposed director nominee will have sufficient time available to effectively carry out his or her Board duties and responsibilities. The Nominating and Corporate Governance Committee may then recommend the director candidate to the Board for its consideration, if deemed appropriate.
Shareholder Communications with the Board
The Company’s Board provides a process whereby shareholders may contact the Board or any committee as a group or any committee Chair or individual director, by email addressed to boardofdirectors@itron.com. Shareholders should clearly specify in each communication the name of the director to whom the communication is addressed. Shareholders may also write to the Board or any committee as a group or any committee Chair or individual director by sending the communication to: Itron, Inc., Attn: Corporate Secretary, 2111 N. Molter Road, Liberty Lake, WA 99019. Communications may also be submitted through our website at www.itron.com by selecting “Investors,” “Sustainability and Governance,” and then “Contact the Board.”
Shareholder communications are delivered directly to the Corporate Secretary of the Company, who then determines whether to forward such communications to the specified director addressees. You can access a description of the process that the Corporate Secretary uses for determining whether to forward shareholders’ communications to directors at our website, www.itron.com, by selecting “Investors,” “Sustainability and Governance,” and then “Contact the Board.”
Shareholders wishing to submit proposals for inclusion in the proxy statement relating to the 2025 annual shareholders meeting should follow the procedures specified under “SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING” in this proxy statement. Shareholders wishing to nominate directors should follow the procedures specified under “CORPORATE GOVERNANCEDirector Nominations by Shareholders” in this proxy statement.
22
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Environmental, Social and Governance
Our
Purpose
At Itron, we create a more resourceful world to protect tomorrow’s water and power, today. We are dedicated to making the most of the resources we have and to ensuring they are managed in the best way possible. Through our lens of resourcefulness, we seek out and develop creative, innovative and determined ways to solve the challenges facing our industry with a fresh perspective. Itron’s commitment to creating a more resourceful world is both foundational to our success and the driving force behind the dedication of our global workforce.
Our
Approach
to ESG
Itron is a purpose-driven company and has been since its inception. Our commitment to sustainability and environmental, social and governance (ESG) practices is core to how we create a more resourceful world. It is intrinsic to our strategy and allows us to address the evolving expectations of our customers, shareholders, employees, communities, regulators and other stakeholders. Simply stated, we strive to uphold these practices because it’s the right thing to do.
ESG
Oversight
Itron’s ESG governance starts at the top, with oversight of our efforts from our Board. The Board is comprised of individuals with wide-ranging experience in governance, manufacturing, supply chain and risk management topics. The Board and its committees receive regular updates from management on environmental and social topics. Each strategic pillar is sponsored by a member of Itron’s executive leadership team, and our Vice President of Global Marketing, ESG and Public Affairs oversees our ESG strategy and disclosures. Ultimately, responsibility and accountability extend down to the grass-roots level, where our ESG principles are embedded into our operations, our employees’ day-to-day activities and our culture.

2024 PROXY STATEMENT
       ITRON, INC.
23

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Topic Prioritization & Stakeholder Engagement
Itron periodically examines its priority ESG objectives to account for changes to our business, the regulatory environment and stakeholder expectations. We review peer disclosures, ESG ratings (e.g., Institutional Shareholder Services, MSCI and Sustainalytics), investor stewardship priorities, ESG standards and frameworks (e.g., Sustainability Accounting Standards Board, Task Force on Climate-Related Financial Disclosures, United Nations Global Compact and the United Nations’ Sustainable Development Goals), and the perspectives of our leadership and other internal stakeholders. We use the results of this assessment to inform our strategy, pillars and disclosures. We also conduct ongoing engagement with customers, employees, shareholders and community stakeholders to discuss our ESG priorities.
Our Strategic Pillars
and Highlights
Our ESG strategy is centered around four key pillars. These encompass topics our leadership has determined are strategic priorities within the environmental, social and governance
dimensions:

•  Operating with Integrity – How we strive to do the right thing. Always.
• Providing Sustainable Solutions – How we help our customers succeed, including helping them achieve their environmental goals and business objectives.
•  Improving Our Environmental Impact – How we run our company with an eye toward sustainability.
•  Supporting Our People & Communities – How we uphold our commitment to employees and communities across the globe.
These pillars allow us to focus on and execute Itron’s ESG strategy across a diverse and ever-changing landscape of opportunities, both internally and externally. Collectively, they help us achieve our goals and commitments to our stakeholders.


Operating
with
Integrity

Supporting
Our People and Communities
​89% independent board of directors

33% female board of directors

Signatory to the United Nations Global Compact

Target 100% code of conduct training completion

Follows International Organization for Standardization (ISO) and National Institute of Standards and Technology (NIST) cybersecurity standards
Comprehensive health & safety program

Continuously monitoring the health, perspectives and concerns of our global employee population through ongoing initiatives

Competitive compensation packages and comprehensive benefits to all employees in every region where we operate

Inclusion and Diversity efforts lead by I&D business council

Improving Our
Environmental
Impact
Corporate social responsibility focused on corporate philanthropy, employee giving and volunteerism and educational outreach initiatives
Environmental policy formalizes our commitment to environmental stewardship

Providing
Sustainable
Solutions
Manufacturing facilities aligned with international operating standards
Itron solutions enable customers to avoid greenhouse gas emissions
Climate related targets in place to:
More Information
For more information we encourage you to read our 2022 ESG Report at itron.com/esg.
Content on our Company website is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the SEC.
» Reduce Scope 1 and Scope 2 GHG
emissions >50% reduction by 2028

» Make operations carbon neutral by
2035

» Achieve net zero emissions by 2050

Supplier code of conduct includes ESG expectations
Working with customers to address sustainability related changes

Solutions enable increased operational efficiencies and higher consumer engagement
24
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

PROPOSAL 2 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (SAY-ON-PAY)
We are asking our shareholders to approve a non-binding advisory resolution on the Company’s executive compensation programs for our named executive officers (NEOs) (commonly known as “say-on-pay”) as we have described them in this proxy statement. Although this advisory vote is non-binding, the Board and the Compensation Committee will take into account the outcome of the vote when considering future compensation decisions for our executives. As discussed in the Compensation Discussion and Analysis (CD&A) section of this proxy statement, we believe our compensation programs are reasonable, competitive and strongly focused on pay-for-performance principles that will result in the creation of long-term shareholder value. Some of the features of our compensation programs that illustrate our philosophy are:
A significant portion of an NEO’s compensation is at-risk or performance-based and subject to the Company’s operating and financial performance. We consider annual cash-based incentives, equity long-term incentives, and stock options to be performance-based, because each of these three elements is valuable to the executive only if performance goals are achieved and/or our share price improves. In fiscal year 2023, the executive compensation package (base salary and short- and long-term incentives at target) included 87% of at-risk compensation for the CEO and an average of 72% of at-risk compensation for the other NEOs. Our long-term incentive plan (LTIP) for equity awards granted under our Amended and Restated 2010 Stock Incentive Plan (A&R 2010 Plan) or Second Amended and Restated 2010 Stock Incentive Plan (Second A&R 2010 Plan), as applicable, has three-year performance periods, with one-year averages determined each year for measurement purposes, to encourage NEOs to make decisions that align our long-term goals with shareholder interests and to discourage excessive risk taking.
Stock ownership guidelines require executive officers who are NEOs to acquire and hold certain amounts of Itron stock to further strengthen alignment of management’s interest with those of our shareholders.
The Board has adopted the 2023 Incentive Compensation Recovery Policy in accordance with Rule 10D-1 under Section 10D of the Securities Exchange Act of 1934, as amended and the corresponding Nasdaq Listing Rule 5608. This policy applies to our current and former executive officers as defined in Rule 10D-1, including the NEOs. In the event we are required to prepare an accounting restatement to correct a material noncompliance with any financial reporting requirement under the securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the policy provides for the recovery of erroneously awarded incentive-based compensation received by its executive officers on or after the policy’s effective date. In addition, we have established an Incentive Compensation Recovery (Clawback) Policy, which will continue to apply to incentive-based compensation received prior to December 1, 2023. Under that policy, in the event of a restatement of the Company’s financial results, the Compensation Committee, as designated by the Board, may review all cash or equity incentive awards that were based in whole or in part on the achievement of certain financial results. If the Compensation Committee, as designated by the Board, determines that fraud has resulted in a material financial restatement, the Board is required to demand repayment of the full award, net of taxes.
We maintain our long-standing commitment to strong corporate governance by continuing our policies of (i) separate Board Chair and CEO roles, (ii) majority voting for directors, (iii) all independent Board members (except our CEO) and all independent committee members, (iv) executive sessions of independent directors, and (v) prohibition on hedging or pledging of Itron stock by our executive officers.
The compensation of our NEOs varies depending upon the achievement of pre-established performance goals determined by the Compensation Committee (or the independent members of the Board, for the CEO), which are intended to serve as incentives for our NEOs. When performance does not meet the pre-established target goals then the amount of compensation paid to our executives is correspondingly reduced or eliminated. Conversely, when the Company’s operating and financial performance meets or exceeds the pre-established performance metrics, then the amount of compensation paid to our executives increases. SeeThe 2023 Executive Compensation Program in Detail” in the CD&A.
We believe our executive compensation policies have enabled us to retain and attract exceptional senior executives whose talent and experience have helped Itron become a leader in our industry. Our Compensation Committee (and for the CEO compensation, also the independent members of the Board), which provides overall direction for our compensation programs, believes the fiscal year 2023 compensation paid to our NEOs is reasonable and appropriate and adequately reflects the Company’s overall performance in 2023.
2024 PROXY STATEMENT
       ITRON, INC.
25

TABLE OF CONTENTS

PROPOSAL 2 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (Say-on-Pay)
Shareholders are encouraged to read the full details of our executive compensation programs as described in the “EXECUTIVE COMPENSATION” section of this proxy statement.
Our shareholders approved a proposal by the Board at the May 2023 annual meeting of shareholders to hold our advisory vote on executive compensation annually, and the Board has adopted a policy consistent with this determination. Unless the Board modifies this policy, including as a result of votes cast in connection with Proposal No. 3 in this proxy statement, the next say-on-pay vote will be held at our 2025 annual meeting of shareholders.
For the reasons provided above, we recommend that the shareholders vote in favor of the following resolution:
RESOLVED, that the shareholders approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Company’s proxy statement for the Annual Meeting, which disclosure includes the Executive Compensation Tables, and the accompanying footnotes and narrative disclosures within the proxy statement.
The Board recommends that shareholders vote
“FOR” the approval of the compensation paid to
our named executive officers in fiscal year 2023.
26
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) explains our executive compensation program for our NEOs listed below. The CD&A also describes the process followed by the Compensation Committee of the Board (referred to as the Compensation Committee or the Committee in this CD&A) for making pay decisions, as well as its rationale for specific decisions related to 2023.
Name
Title
Thomas L. Deitrich
President and CEO
Joan S. Hooper
Senior Vice President and CFO
Donald L. Reeves
Senior Vice President, Outcomes
John F. Marcolini
Senior Vice President, Networked Solutions
Justin K. Patrick
Senior Vice President, Device Solutions
Executive Summary
Business Performance
Business performance steadily improved throughout 2023 producing strong financial results. Fewer component constraints and reduced volatility of our supply environment enabled much greater manufacturing utilization, and accelerated deliveries to our customers. These developments are underpinned by Itron’s culture of continuous improvement and price/cost actions resulting in revenue growth, margin expansion and free cash flow in excess of the Company’s initial expectations.
The convergence of megatrends affecting the way society generates, transmits and consumes power and water also accelerated during 2023. According to the Federal Energy Regulatory Commission, grid planners expect U.S. electricity demand to grow 4.7% over the next five years, an increase from 2022 estimates which called for 2.6% growth. These trends are present across the globe. Itron’s innovative platform approach to providing its customers with opportunities to modernize and digitize their assets while meeting growing demand help us meet our goal of creating a more resourceful world and creates strategic and competitive advantages which we believe will benefit our shareholders.
Consistent with these trends, additions to our backlog of $2.16 billion during 2023 were aligned with our expectations and reflect our customers desires to install, maintain, and modernize new capabilities to utilize digital technology and data to ensure grid stability and security without compromising affordability of resources to the end consumer.
Itron is committed to innovation and investment in new products and solutions that enable our customers to manage increasingly dynamic and complex operating conditions. We are also committed to refining our business, increasing our operating efficiency, and positioning Itron for the opportunities of the future as our customer needs change. Through this combination of forward-looking technology leadership and a relentless, disciplined approach to managing our business we expect to maintain strategic advantages over our competitors and to create value for our shareholders.
Itron’s 2023 revenue, non-GAAP earnings per diluted share(1)(2) (non-GAAP diluted EPS), and adjusted earnings before interest, tax, depreciation and amortization (Adjusted EBITDA)(1)(3) are as follows (compared with 2022):
Revenue of approximately $2.2 billion increased 21%;
Non-GAAP diluted EPS of $3.36 increased approximately 197%; and
Adjusted EBITDA of approximately $226 million increased approximately 137%.
(1)
A schedule reconciling non-GAAP diluted EPS to net income (loss) attributable to Itron, Inc. and Adjusted EBITDA to net income (loss) attributable to Itron, Inc. is available on pages 43-46 of our 2023 Annual Report on Form 10-K and is also shown below.
(2)
We define non-GAAP diluted EPS as non-GAAP net income divided by the weighted average shares, on a diluted basis, outstanding during each period.
(3)
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.
2024 PROXY STATEMENT
       ITRON, INC.
27

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
TOTAL COMPANY RECONCILIATIONS
Year Ended December 31,
In thousands, except per share data
2023
2022
NON-GAAP NET INCOME & DILUTED EPS
GAAP net income (loss) attributable to Itron, Inc.
$96,923
$(9,732)
Amortization of intangible assets
18,918
25,717
Amortization of debt placement fees
3,489
3,323
Restructuring
43,989
(13,625)
Loss on sale of businesses
667
3,505
Strategic initiative
(5)
675
Software project impairment
8,719
Russian currency translation write-off
1,885
Goodwill impairment
38,480
Acquisition and integration
144
506
Income tax effect of non-GAAP adjustments (1)
(10,339)
(8,466)
Non-GAAP net income attributable to Itron, Inc.
$153,786
$50,987
Non-GAAP diluted EPS
$3.36
$1.13
Non-GAAP weighted average common shares outstanding — Diluted
45,836
45,305
ADJUSTED EBITDA
GAAP net income (loss) attributable to Itron, Inc.
$96,923
$(9,732)
Interest income
(9,314)
(2,633)
Interest expense
8,349
6,724
Income tax (benefit) provision
29,068
(6,196)
Depreciation and amortization
55,763
66,763
Restructuring
43,989
(13,625)
Loss on sale of businesses
667
3,505
Strategic initiative
(5)
675
Software project impairment
8,719
Russian currency translation write-off
1,885
Goodwill impairment
38,480
Acquisition and integration
144
506
Adjusted EBITDA
$225,584
$95,071
(1)
The income tax effect of non-GAAP adjustments is calculated using the statutory tax rates for the relevant jurisdictions if no valuation allowance exists. If a valuation allowance exists, there is no tax impact to the non-GAAP adjustment.
28
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Highlights
Our executive compensation program has three primary elements: base salary, annual cash incentives (as part of our Itron Incentive Plan (IIP)), and long-term equity incentives (as part of our Long-Term Incentive Plan (LTIP)). Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation.
Below are key highlights of the executive compensation decisions the Compensation Committee made for fiscal year 2023:
Salary: Approved base salary increases for all the NEOs, ranging from 1.9% to 16.9%. See “Base Salary” in this CD&A for details.
IIP:
Approved IIP financial targets based on initial projections for 2023; and
Continued to prioritize financial performance focused on profitability and revenue growth, and added a non-financial component to drive results linked to the Company’s strategic goals. The mix of metrics for 2023 is as follows:
Performance Objectives
Performance Metrics
2023 IIP Weighting
Financial (80%)
Maximum payout:
150% of target
Adjusted EBITDA


Revenue

Non-Financial (20%)
Maximum payout:
100% of target
Quantitative
Strategic Goals(1)
 New product introductions (NPI) revenue
 Reduction in greenhouse gas (GHG) emissions


Total
100%
(1)
See “Annual Cash Incentives: The Itron Incentive Plan (IIP)” in this CD&A for details regarding these measures.
LTIP:
Increased target award opportunities to continue to improve competitive positioning relative to market;
Continued to strengthen alignment with shareholders by increasing the emphasis on performance-based equity for the CEO by changing the annual LTIP award mix for his award to 68% performance-based restricted stock units (PRSUs) and 32% time-vested restricted stock units (RSUs). The annual LTIP awards for all other NEOs continue to be comprised of 50% PRSUs and 50% RSUs;
Consistent with our peer group and market practices, increased the payout maximum from 160% of target to 200% of target beginning with the 2023 portion (tranche three) of the 2021-2023 performance cycle of the PRSUs. This change also applies to the 2023 tranche (tranche two) of the 2022-2024 performance cycle and future performance cycles; and
Beginning with the 2023 grant, changed the vesting for RSUs so that they vest 1/3 on the first anniversary of the grant date and quarterly thereafter for two years instead of 1/3 per year over three years.

See “Long-Term Incentives” in this CD&A for details.
2024 PROXY STATEMENT
       ITRON, INC.
29

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Incentive Award Payouts Based on our strong performance in 2023, Adjusted EBITDA and non-GAAP diluted EPS exceeded performance levels for purposes of generating award payouts under the incentive plans. Based on our performance results, the Compensation Committee made the following incentive plan payout decisions for fiscal 2023:
IIP: Actual award payouts to the NEOs ranged between 133% and 154% of target. SeeAnnual Cash Incentives: The Itron Incentive Plan (IIP)” in this CD&A for details.
LTIP: The NEOs earned 85.31% of their target PRSUs for the 2021-2023 performance cycle. This attainment is the combination of an average non-GAAP diluted EPS target attainment of 100.36% and a total shareholder return (TSR) multiplier of 0.85. SeeLong-Term Incentives — A Closer Look at PRSUs” in this CD&A for details.
Linking CEO Pay and Performance
A key component of our executive compensation philosophy is the link between compensation and overall business results and shareholder value creation. We strive to clearly communicate this to our shareholders and believe that looking at realizable pay in the following different contexts can illustrate this point effectively:
Realizable pay versus pay opportunity; and
Realizable pay for performance relative to peers.
CEO Realizable Pay versus Pay Opportunity. Many of the required disclosures concerning CEO compensation discuss pay elements or opportunities that may be earned by the CEO. Realizable pay, on the other hand, more closely considers actual compensation earned (or earnable) based on performance. To illustrate the differences, we compared pay opportunity to realizable pay on a year-by-year basis over the past three years; for this purpose, we use the following definitions:
Pay opportunity represents:
The sum of base salary and target IIP opportunity for each fiscal year; and
The grant date fair value of stock options, RSUs and PRSUs granted in each fiscal year.
Realizable pay represents:
The sum of base salary and actual IIP paid for each fiscal year;
The “in the money” value of any stock options granted in each fiscal year, valued as of their vesting date, or if unvested, as of December 31, 2023;
The value of RSUs granted in each fiscal year valued at their vesting date, or if unvested, as of December 31, 2023;
The number of PRSUs actually earned based on performance, valued as of December 31, 2023; and
For outstanding PRSUs (uncompleted performance cycles), the estimated number of PRSUs based on performance to date, valued as of December 31, 2023.
The chart below illustrates Mr. Deitrich’s realizable pay compared to his pay opportunities, as well as the corresponding year-end stock price for the last three years.

30
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
CEO Realizable Pay for Performance Relative to Peer Group. To provide another perspective, it is also helpful to understand the degree of alignment between CEO realizable pay and performance relative to our peer companies. SeeOur Decision-Making Process — The Role of Peer Companies” in this CD&A for a list of the peer companies. To evaluate this alignment, we analyzed the relationship between realizable total direct compensation (TDC) for the CEO over 2020-2022 for the peer companies and for the Company, and TSR for the three years ended December 31, 2022. Note that this time period is different than used in the chart above since disclosed compensation information for our peer group companies was only available through 2022 at the time of the analysis.
For this purpose, realizable TDC is defined as the sum of:
Actual base salaries paid over the three-year period;
Actual annual incentives (bonuses) paid over the three-year period;
“In-the-money” value as of December 31, 2022 of any stock options granted over the three-year period;
The value as of December 31, 2022 of any restricted shares granted (including vested and unvested shares) over the three-year period; and
Cash-based long-term incentives awarded during the period, and the value as of December 31, 2022 of any performance shares granted over the three-year period (assuming target performance for cycles not completed).
The chart below illustrates the percentile ranking of our three-year TSR and Itron CEOs’ realizable TDC relative to our peer companies. As the chart indicates, during the three-year period, our TSR performance was below the median of the peer companies and our CEOs’ realizable TDC was below the median. Itron CEO realizable TDC was within an “alignment corridor” representing a strong correlation between compensation and performance.

Best Compensation Practices & Policies
We also believe the Company’s practices and policies promote sound compensation governance and are in the best interests of our shareholders and executives:
What We Do
 
What We Don’t Do
Heavy emphasis on variable compensation
No employment agreements
Significant portion of annual long-term incentives are performance based
No “single trigger” change-in-control cash payments
Rigorous stock ownership guidelines
No tax gross-ups in our change-in-control agreements
Incentive Repayment (Clawback) Policy
No option backdating or repricing
Independent compensation consultant
No hedging or pledging
Annual risk assessments
No special perquisites
2024 PROXY STATEMENT
       ITRON, INC.
31

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
2023 Say-On-Pay & Shareholder Engagement
Each year, we carefully consider the results of our shareholder say-on-pay vote from the preceding year. We also consider the feedback we receive from our major shareholders, which is solicited by the Board Chair and the Chair of the Compensation Committee, either in person or via telephone.
In 2023, approximately 92% of the votes cast supported our executive compensation decisions. The Board regularly conducts proactive outreach meetings with the Company’s largest shareholders. During 2023, the Company offered meetings to shareholders representing in excess of 80% shares outstanding to invite them to have discussions with our directors on topics including Company strategy and performance, governance, and executive compensation. Of those to whom we reached out, investors representing over a quarter of shares outstanding accepted our offer to meet. During these meetings, our shareholders continued to be supportive of our approach to executive compensation, and we are committed to keeping our program aligned with our business strategy and investor expectations. Specifically, our shareholders believe performance measures should primarily focus on profitability and revenue growth, as our IIP does, but also noted that they generally like to see non-financial goals included as a component to add accountability for driving results linked to the Company’s strategic goals. To this end, in 2023 we added non-financial goals as a weighted component of our IIP. See “Annual Cash Incentives: The Itron Incentive Plan (IIP)” in this CD&A for details.
We will continue to keep an open dialogue with our shareholders to help ensure that we have a regular pulse on investor perspectives.
What Guides Our Program
Our Compensation Philosophy & Objectives
The philosophy underlying our executive compensation program is to employ the best leaders in our industry to ensure we execute on our business goals, promote both short-and long-term profitable growth of the Company, and create long-term sustainable shareholder value, all grounded in the following guiding principles:
Pay for Performance
A significant portion of an executive’s total compensation should be variable (“at-risk”) and dependent upon the attainment of certain specific and measurable annual and long-term financial and strategic performance objectives.
Shareholder Alignment
Executives should be compensated through pay elements (annual and long-term incentives) designed to align executive compensation to the creation of long-term value for our shareholders.
Competitiveness
Target compensation should be set at the median of market to ensure that compensation is at a level that is competitive with that being offered to individuals holding comparable positions at other companies with which we compete for business and leadership talent.
Attraction and Retention
The executive compensation program should enable the Company to attract highly talented people with exceptional leadership capabilities and to retain high-caliber talent. When required, the Company may adjust individual elements of compensation to accomplish this goal.
32
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Principal Elements of Pay: Total Direct Compensation (TDC)
Our compensation philosophy is supported by the following principal pay elements:
Pay Element
How It’s Paid
What It Does
How It Links to Performance
Base Salary
Cash
(Fixed)
Provides a competitive fixed rate of pay relative to similar positions in the market, and enables the Company to attract and retain critical executive talent
Based on job scope, level of responsibilities, individual performance, experience, and market levels
Itron Incentive Plan (IIP)
Cash (Variable)
Focuses executives on achieving annual financial and strategic goals that drive long-term shareholder value
Financial metrics: Adjusted EBITDA and Revenue
Payouts: 0% to 150% of target based on financial performance attainment against pre-determined goals, subject to the achievement of a threshold Adjusted EBITDA goal
Non-financial metrics: Quantitative Strategic Goals, including NPI revenue and reduction in GHG emissions
Payouts: 0% to 100% of target
The Committee retains discretion to further adjust the award based on its assessment of individual and/or business unit performance
Long-Term
Incentive Plan
(LTIP)
Equity (Variable)
Provides incentives for executives to execute on longer-term financial/strategic growth goals that drive shareholder value creation and support the Company’s retention strategy
See below
Performance-Based Restricted Stock Units (PRSUs)
Rewards achievement of financial goals measured over a three-year performance period
Financial metrics: Non-GAAP diluted EPS and relative TSR
Payouts: 0% to 200% of a target based on results against pre-determined financial goals, modified +/- 25% based on relative TSR performance
Paid in Itron shares once earned
Time-Vested Restricted Stock Units (RSUs)
Supports retention
Vesting: 1/3 on the first anniversary of the grant date and quarterly thereafter for two years
Paid in Itron shares at vesting
2024 PROXY STATEMENT
       ITRON, INC.
33

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Pay Mix
The charts below show the target annual TDC of our CEO, Mr. Deitrich, and our other NEOs for fiscal year 2023. These charts illustrate that a majority of NEO TDC is variable (87% for our CEO and an average of 72% for our other NEOs). These charts do not include any one-time equity grants or awards outside of target annual TDC, if any.


Note: Figures may not add up to 100% due to rounding.
Our Decision-Making Process
The Role of the Compensation Committee
The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised of independent, non-employee members of the Board. The Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the Compensation Committee’s charter, which may be accessed at our website, www.itron.com, by selecting “Investors,” and then “Sustainability and Governance.”
The Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Committee.
The Role of Management
Members of our management team attend regular Compensation Committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only the Committee members can vote on decisions regarding NEO compensation.
The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Committee providing management input, transparency, and oversight. Approvals of NEO compensation other than CEO compensation are made by the Committee. The CEO does not participate in the deliberations of the Committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation.
The Role of the Independent Consultant
The Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the Committee has hired F.W. Cook as its independent consultant. F.W. Cook reports directly to the Committee and does not provide any additional services to management. The Committee has conducted an independence assessment of F.W. Cook in accordance with SEC rules and concluded that F.W. Cook is independent.
34
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Role of Peer Companies
For some of our direct competitors who are not publicly held, or are smaller business units within a conglomerate, there is limited compensation information available. As a result, our peer companies for purposes of benchmarking executive compensation (Peer Companies) generally consist of direct competitors for which public information is available or companies that compete for our talent, who are part of the same broad Standard & Poor’s (S&P) industry classifications of technology hardware and equipment or in software and services, and who are similar in size and scope of global operations as Itron. The Committee reviews the Peer Companies on an annual basis.
For the purposes of setting 2023 compensation, and with the support of F.W. Cook, the Committee did not make any changes to the Peer Companies from 2022:
Peer Companies
Bloom Energy Corporation
SolarWinds Corporation
EnerSys
Teradata Corporation
F5 Networks, Inc.
Teradyne Inc.
ITT Inc.
Trimble Inc.
Mueller Water Products, Inc.
Unisys Corporation
National Instruments Corporation
Vontier Corporation
NetScout Systems, Inc.
Watts Water Technologies, Inc
PTC Inc.
Xylem Inc.
Peer Data as of 12-31-2022
$Millions
Percentile
Revenue
Market Cap
25th
$1,555
$2,848
50th
$1,980
$4,371
75th
$3,162
$9,615
Itron
$1,796
$2,288
Percentile Rank
33%
19%
For each of the Peer Companies, data regarding base salaries, annual incentives, and long-term incentives was obtained from their annual proxy statements. This data was supplemented with survey data prepared by Radford Survey & Consulting (Radford Survey), which provides compensation market information on more than 700 technology companies, aggregated, and presented anonymously. The Radford Survey data was narrowed to those technology companies with revenues between $1 billion and $3 billion, similar to Itron.
With the support of F.W. Cook, the Committee evaluates this data for informational purposes when establishing a range of competitive compensation for our NEOs. For each NEO, the Committee determines the salary range, annual incentive target, and long-term incentive taking into consideration market data for the position being evaluated. However, market data is not the sole determinant of the Company’s practices or executive compensation levels. The Committee also considers the experience, performance, responsibilities, and contributions to the Company by each NEO when making its decisions. For the CEO, the Committee makes a recommendation to the full Board, and the independent members of the Board review and approve the CEO’s compensation.
The 2023 Executive Compensation Program in Detail
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:
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%
*
Mr. Patrick was not a NEO for 2022.
2024 PROXY STATEMENT
       ITRON, INC.
35

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Annual Cash Incentives: The Itron Incentive Plan (IIP)
The 2023 IIP provided our NEOs the opportunity to earn a performance-based annual cash bonus. Actual bonus payouts depend on the achievement of pre-determined financial and non-financial performance objectives. Financial objectives are subject to the achievement of a threshold Adjusted EBITDA goal and payouts can range from 0% to 150% of target award amounts. Non-financial objectives are based on Quantitative Strategic Goals and payouts can range between 0% and 100% of target award amounts. The Committee also retains discretion to apply a modifier to payouts under the IIP to either reduce or increase the payout based on its assessment of individual and/or business unit performance. As discussed below under “2023 Individual Performance,” the Committee applied this discretion for 2023 payouts.
2023 Target Annual Bonus Opportunities. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and his or her ability to impact overall results. The Committee also considers market data in setting target award amounts. The Committee increased Messrs. Reeves’, Marcolini’s, and Patrick’s target annual bonus opportunities from 70% in 2022 to 75% in 2023 to better align with those of their business unit peers. All other NEO target annual bonus opportunities remained unchanged from 2022. As a result, target annual bonus opportunities for 2023 were as follows:
NEO
2023 Target IIP
(as a % of Base Salary)
Thomas L. Deitrich
125%
Joan S. Hooper
75%
Donald L. Reeves
75%
John F. Marcolini
75%
Justin K. Patrick
75%
2023 Performance Objectives. An individual NEO’s IIP award is based on the following mix of financial and non-financial objectives:
Performance Objectives
Performance Metrics
2023 IIP Weighting
Rationale
Financial
(80%)
Maximum payout:
150% of target
Adjusted
EBITDA

Focuses on profitable growth, while continuing to provide strong accountability for returns.

Adjusted EBITDA provides a more useful illustration of our financial performance and the ongoing operations of our business, since the adjustments exclude certain expenses that are not indicative of our recurring core operating results. This facilitates better comparisons to our historical performance and our competitors’ operating results.
Revenue

Ensures we are delivering an appropriate level of top-line growth.
Non-Financial
(20%)
Maximum payout:
100% of target
Quantitative
Strategic Goals
 NPI revenue
 Reduction in GHG emissions

Adds accountability for driving results linked to the Company’s strategic goals.
Total
100%
36
       ITRON, INC.
2024 PROXY STATEMENT

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
2023 Financial Performance Levels & Results. The following table shows the financial performance necessary to achieve threshold (0% payout), target (100% payout), and maximum (150% payout) bonus amounts, along with actual results for 2023:
 
Threshold
($M)
Target
($M)
Maximum
($M)
Actual Results
($M)
Adjusted EBITDA
$74.0
$105.0
$116.0
$225.6
Revenue
$1,755.0
$1,950.0
$2,145.0
$2,173.6
Note: Payouts are linearly interpolated for performance between threshold and maximum.
Each year, the Committee reviews the financial performance and considers adjustments for items that are not reflective of normal operating performance for that year. These adjustments are items that the Committee believes are fair to both participants and shareholders, encourage appropriate actions that foster the long-term health of the business, and are consistent with the objectives underlying our pre-determined performance goals. Such exclusions may consist of the costs and financial effects of restructuring, acquisitions, and dispositions, selected legal costs and settlements, pandemics, and the effects of foreign currency translation. No adjustments were made in 2023.
Based on the above financial performance results, the portion of the 2023 IIP payout linked to the financial objectives was earned at 150% of each NEO’s applicable target.
2023 Non-Financial Performance Levels and Results. For 2023, the metrics for the IIP were modified to include non-financial objectives focused on two equally weighted Quantitative Strategic Goal categories:
NPI revenue. NPI refers to the need to deliver new products to market on time and ahead of our competition to achieve or maintain a leadership position in the markets we serve. NPI revenue refers to the revenues from new products launched within the last three years.
Reduction in GHG emissions. Itron has committed to achieving a >50% reduction (from the 2019 baseline) in Scope 1 and Scope 2 greenhouse gas emissions by 2028. Scope 1 includes direct emissions from Company-owned and controlled (leased) sources; Scope 2 emissions include those indirect emissions associated with the purchase of electricity, heat, steam or cooling.
The Committee selected these categories and their respective metrics and goals at the beginning of the year intentionally to reflect the Company’s business strategy and commitment to Environmental, Social and Governance (ESG) (please see page 23 of this Proxy Statement).
The Quantitative Strategic Goals are binary, equally weighted and scored independently. Any related payouts are limited to 100% of target. The specific metrics and goals in each category that were approved by the Compensation Committee for 2023, as well as the actual achievement results for 2023, are outlined below:
 
2023 Goal
Actual Results
NPI Revenue
NPI Revenue of >15%
Achieved
Reduction in GHG Emissions
>25% reduction from 2019 level Scope 1 + Scope 2
Achieved
Based on the above non-financial performance results, the portion of the 2023 IIP payout linked to the Quantitative Strategic Goals was earned at 100% of each NEO’s applicable target.
2023 Individual Performance. The IIP includes an Indi