| ITRON, INC. |
|---|
| Summary Compensation Table |
|---|
| Name and Principal Position | Year | Salary($) | Bonus($) | Stock Awards($)(1)(2) | Non-Equity Incentive Plan Compensation($)(3) | All Other Compensation($) | Total($) |
|---|
| Thomas L. Deitrich President and CEO | 2025 | 1,000,000 | 100(4) | 8,900,720 | 1,291,835 | 15,750(5) | 11,208,405 |
| 2024 | 900,000 | 388,969 | 6,535,375 | 1,555,875 | 15,525 | 9,395,744 | |
| 2023 | 875,000 | — | 3,746,266 | 1,531,250 | 14,850 | 6,167,366 | |
| Joan S. Hooper Senior Vice President and CFO | 2025 | 572,000 | — | 2,557,564 | 450,098 | 52,218(5) | 3,631,880 |
| 2024 | 550,000 | — | 2,133,339 | 570,488 | 49,660 | 3,303,487 | |
| 2023 | 540,000 | — | 1,449,557 | 567,000 | 23,153 | 2,579,711 | |
| Donald L. Reeves Senior Vice President,Outcomes | 2025 | 489,000 | 800(4) | 1,410,694 | 384,750 | 15,750(5) | 2,300,994 |
| 2024 | 470,000 | | 1,034,987 | 487,508 | 17,427 | 2,009,922 | |
| 2023 | 460,000 | | 519,342 | 458,850 | 12,948 | 1,451,140 | |
| John F. Marcolini Senior Vice President,Networked Solutions | 2025 | 478,000 | 2,600(4) | 1,425,075 | 376,205 | 15,750(5) | 2,297,630 |
| 2024 | 460,000 | 47,714 | 1,069,181 | 477,135 | 15,586 | 2,069,615 | |
| 2023 | 450,000 | 47,250 | 512,140 | 472,500 | 14,789 | 1,496,679 | |
| Justin K. Patrick Senior Vice President,Device Solutions | 2025 | 440,000 | 50(4) | 1,361,584 | 344,683 | 15,750(5) | 2,162,067 |
| 2024 | 415,000 | 43,046 | 953,103 | 430,459 | 16,892 | 1,858,500 | |
| 2023 | 400,000 | 42,000 | 477,800 | 420,000 | 13,483 | 1,353,283 | |
| (1) | This column reflects the aggregate grant date fair value of RSU and PRSU awards granted under our Long-Term Incentive Plan (LTIP) determined in accordance with FASB ASC Topic 718. See Note 9 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of the equity awards granted in 2025. |
| (2) | Includes the grant date fair value of PRSUs assuming target performance achievement. As the performance-contingent awards are based on separate measurements of the Company’s financial performance for each year in the three-year performance cycle, FASB ASC Topic 718 requires the grant date fair value to be calculated for the portion of the award related to performance in each year. Therefore, the value in the table includes one-third of the target PRSUs for each active three-year performance cycle. For more details on how performance is calculated, refer to ‘‘A Closer Look at PRSUs” in this proxy statement. |
The grant date fair value of the non-GAAP diluted EPS component is based upon the probable outcome for the award and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718. As required under FASB ASC Topic 718, the grant date fair value for the TSR multiplier is recalculated and included in the amounts shown for 2025 for the 2025 portion of the award in each active performance cycle and was determined using a Monte Carlo valuation model on the date the PRSUs were awarded. Grant date fair values assuming maximum performance achievement for the 2025 PRSUs for the full performance cycle (2025-2027) would be: T. Deitrich - $12,092,499; J. Hooper - $2,578,203; D. Reeves - $1,611,408; J. Marcolini - $1,611,408; J. Patrick - $1,611,408.
| (3) | This column reflects the cash awards earned by the NEOs for achievement of financial and non-financial objectives under our annual incentive program. |
| (4) | These values reflect length of service awards, patent awards, and a $2,500 referral bonus for Mr. Marcolini. |
| (5) | We value these benefits based on the actual costs or charges incurred by us for the benefits. The amounts shown under “All Other Compensation” consist of Company 401(k) matching contributions of $15,750 for our NEOs, a company match under the Executive Deferred Compensation Plan of $36,468 for Ms. Hooper. |
| 2026 PROXY STATEMENT | ITRON, INC. | 41 |
