ITRON, INC.
For the period ended May 7, 2026. Filed Mar 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 23, 2026
Contents
Pay Versus Performance
In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. You should refer to “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis” in this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.
| Year-end value of $100 invested on 12/31/2020 in: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for Thomas L. Deitrich$ | Compensation Actually Paid to Thomas L. Deitrich(1)(2) $ | Average Summary Compensation Table Total for Non-CEO NEOs(3) $ | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) $ | ITRI $ | Peer Group(4) $ | Net Income (in millions)(5) $ | Adj. EBITDA (in millions)(6) $ |
| 2025 | 11,208,405 | 11,378,023 | 2,598,143 | 2,574,670 | 96.83 | 110.21 | 303.3 | 375.8 |
| 2024 | 9,395,744 | 25,612,917 | 2,310,381 | 4,984,227 | 113.22 | 88.69 | 241.1 | 323.6 |
| 2023 | 6,167,366 | 14,985,547 | 1,720,203 | 3,088,428 | 78.74 | 78.91 | 98.3 | 225.6 |
| 2022 | 3,902,881 | 2,219,992 | 1,168,312 | 718,317 | 52.82 | 71.79 | -9.5 | 95.1 |
| 2021 | 4,540,331 | 1,543,572 | 1,712,738 | 1,006,326 | 71.45 | 99.92 | -78.3 | 115.2 |
| (1) | Deductions from, and additions to, total compensation in the Summary Compensation Table for 2025 to calculate Compensation Actually Paid include: |
| Thomas L. Deitrich · Average Non-CEO NEOs | ||
|---|---|---|
| Total Compensation from Summary Compensation Table | $ 11,208,405 | $2,598,143 |
| Adjustments for Pension | ||
| Adjustment Summary Compensation Table Pension | $— | $— |
| Amount added for current year service cost | $— | $— |
| Amount added for prior service cost impacting current year | $— | $— |
| Total Adjustments for Pension | $— | $— |
| Adjustments for Equity Awards | ||
| Adjustment for grant date values in the Summary Compensation Table | $(8,900,720) | $ (1,688,729) |
| Year-end fair value of unvested awards granted in the current year | $8,778,298 | $1,691,349 |
| Year-over-year difference of year-end fair values for unvested awards granted in prior years | $212,325 | $1,820 |
| Fair values at vest date for awards granted and vested in current year | $— | $— |
| Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $79,715 | $(27,913) |
| Forfeitures during current year equal to prior year-end fair value | $— | $— |
| Dividends or dividend equivalents not otherwise included in total compensation | $— | $— |
| Total Adjustments for Equity Awards | $169,618 | $(23,473) |
| Compensation Actually Paid (as calculated) | $ 11,378,023 | $2,574,670 |
| (2) | Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date, except for adjusting for expected performance of PRSUs at each measurement date. Additionally, for CAP calculation purposes, adjustments have been made to reflect fair values of equity awards as of each measurement date. |
| (3) | Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |
2023-2025: Hooper, Joan S.; Reeves, Donald L.; Marcolini, John F.; Patrick, Justin K.
2022: Hooper, Joan S.; Cadieux, Michel C.; Reeves, Donald L.; Marcolini, John F.
2021: Hooper, Joan S.; Cadieux, Michel C.; Reeves, Donald L.; Hlavinka, Sarah E.
| (4) | Years 2021 to 2025 reflect the 2025 peer group as disclosed in our 2025 Form 10-K: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Advanced Energy Industries, Inc. |
| 2026 PROXY STATEMENT | ITRON, INC. | 55 |
Peer group TSR represents the weighted peer group TSR, weighted according to respective companies’ stock market capitalization at the beginning of each period for which a return is indicated.
| (5) | Amounts represent net income reflected in the Company’s audited financial statements for the applicable year. Net income figures for 2021-2024 were corrected from the corresponding amounts reported in the prior year’s proxy statement, which reflected net income after deducting income attributable to non-controlling interests. |
| (6) | In the Company’s assessment, Adjusted EBITDA represents the most important financial performance measure (not otherwise required to be disclosed in the table) used by the Company to link Compensation Actually Paid to the NEOs to Company performance for the most recently completed fiscal year. We define adjusted EBITDA as net income (a) minus interest income, (b) plus interest expense, depreciation and amortization, restructuring, loss on sale of business, strategic initiative expenses, acquisition and integration related expenses, and (c) excluding income tax provision or benefit. |
Most Important Performance Measures
In our assessment, the most important performance measures used to link CAP to Company performance are listed in the table below, not ranked in order of importance. The role of each of these performance measures in our executive compensation program is discussed under“EXECUTIVE COMPENSATION – Compensation Discussion and Analysis” in this proxy statement.
Performance Measures
Adjusted EBITDA
Revenue
Non-GAAP diluted EPS
| 56 | ITRON, INC. | 2026 PROXY STATEMENT |
Descriptions of the Information Presented in the Pay Versus Performance Table
The illustrations below compare CAP and the following measures:
| • | the Company’s cumulative TSR and the peer group’s cumulative TSR; |
|---|
| • | the Company’s Net income (loss) attributable to Itron, Inc.; and |
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| • | the Company’s Adjusted EBITDA |
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| 2026 PROXY STATEMENT | ITRON, INC. | 57 |
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