XML 70 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
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 12/31/2019 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)(7)
($)
 
 
ITRI
($)
 
 
Peer
Group(4)
($)
 
 
Net Income
(loss)
attributable
to Itron, Inc.
(in
millions)(5)
($)
 
 
Adj.
EBITDA
(in
millions)(6)
($)
 
 
2024
 
 
​9,395,744
 
 
25,612,917
 
 
2,310,381
 
 
4,984,227
 
 
129.34
 
 
116.71
 
 
239.1
 
 
323.6
 
 
2023
 
 
6,167,366
 
 
14,985,547
 
 
1,720,203
 
 
3,088,435
 
 
89.95
 
 
103.85
 
 
96.9
 
 
225.6
 
 
2022
 
 
3,902,881
 
 
2,219,992
 
 
1,168,312
 
 
718,317
 
 
60.33
 
 
94.48
 
 
​(9.7)
 
 
95.1
 
 
2021
 
 
4,540,331
 
 
1,543,572
 
 
1,712,738
 
 
1,006,326
 
 
81.62
 
 
131.50
 
 
​(81.3)
 
 
115.2
 
 
2020
 
 
3,638,204
 
 
3,850,288
 
 
1,311,769
 
 
1,094,823
 
 
114.23
 
 
131.60
 
 
​(58.0)
 
 
178.4
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Deductions from, and additions to, total compensation in the Summary Compensation Table for 2024 to calculate Compensation Actually Paid include:
 
 
 
 
 
 
 
 
 
 
2024
 
 
 
 
 
Thomas L.
Deitrich
 
 
Average Non-
CEO NEOs
 
 
Total Compensation from Summary Compensation Table
 
 
$​9,395,744
 
 
$2,310,381
 
 
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
 
 
$(6,535,375)
 
 
$ (1,297,652)
 
 
Year-end fair value of unvested awards granted in the current year
 
 
$12,119,844
 
 
$2,416,807
 
 
Year-over-year difference of year-end fair values for unvested awards granted in prior years
 
 
$6,856,621
 
 
$985,975
 
 
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
 
 
$3,776,083
 
 
$568,717
 
 
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
 
 
$ 16,217,173
 
 
$2,673,846
 
 
Compensation Actually Paid (as calculated)
 
 
$ 25,612,917
 
 
$4,984,227
 
 
 
 
 
 
 
 
 
 
(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:
2023-2024: 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.
2020-2021: Hooper, Joan S.; Cadieux, Michel C.; Reeves, Donald L.; Hlavinka, Sarah E.
(4)
Years 2020 to 2024 reflect the 2024 peer group as disclosed in our 2024 Form 10-K: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Advanced Energy Industries, Inc. We changed our 10-K peer group in 2024 to add Advanced Energy Industries and remove Mueller Water Products to better reflect our business, 50% of which is focused on electricity.
Our 2023 peer group included: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Mueller Water Products, Inc. If the peer group TSR results had been calculated based on the 2023 peer group, the peer group TSR for 2020, 2021, 2022, 2023, and 2024 would have been $130.32, $131.40, $92.95, $101.92, and $117.07, respectively.
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 (loss) reflected in the Company’s audited financial statements for the applicable year.
(6)
In the Company’s assessment, Adjusted EBITDA represents the most important financial performance measure (not otherwise required to be disclosed in the table) used by the Company to link Compensation Actually Paid to the NEOs to Company performance for the most recently completed fiscal year. We define Adjusted EBITDA as net income (loss) (a) minus interest income, (b) plus interest expense, depreciation and amortization, restructuring, loss on sale of businesses, strategic initiative expenses, software project impairment, Russian currency translation write-off, goodwill impairment, acquisition and integration related expenses, and (c) excluding income tax provision or benefit.
(7)
Average Compensation Actually Paid to Non-CEO NEOs for 2023 as reflected in last year's disclosure has been adjusted to reflect a corrected year-end PRSU value for one NEO.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(3)
Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:
2023-2024: 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.
2020-2021: Hooper, Joan S.; Cadieux, Michel C.; Reeves, Donald L.; Hlavinka, Sarah E.
       
Peer Group Issuers, Footnote
(4)
Years 2020 to 2024 reflect the 2024 peer group as disclosed in our 2024 Form 10-K: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Advanced Energy Industries, Inc. We changed our 10-K peer group in 2024 to add Advanced Energy Industries and remove Mueller Water Products to better reflect our business, 50% of which is focused on electricity.
Our 2023 peer group included: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Mueller Water Products, Inc. If the peer group TSR results had been calculated based on the 2023 peer group, the peer group TSR for 2020, 2021, 2022, 2023, and 2024 would have been $130.32, $131.40, $92.95, $101.92, and $117.07, respectively.
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.
       
Changed Peer Group, Footnote
(4)
Years 2020 to 2024 reflect the 2024 peer group as disclosed in our 2024 Form 10-K: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Advanced Energy Industries, Inc. We changed our 10-K peer group in 2024 to add Advanced Energy Industries and remove Mueller Water Products to better reflect our business, 50% of which is focused on electricity.
Our 2023 peer group included: LM Ericsson Telephone Company; Xylem Inc.; Landis+Gyr Group AG; Mueller Water Products, Inc. If the peer group TSR results had been calculated based on the 2023 peer group, the peer group TSR for 2020, 2021, 2022, 2023, and 2024 would have been $130.32, $131.40, $92.95, $101.92, and $117.07, respectively.
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.
       
PEO Total Compensation Amount $ 9,395,744 $ 6,167,366 $ 3,902,881 $ 4,540,331 $ 3,638,204
PEO Actually Paid Compensation Amount $ 25,612,917 14,985,547 2,219,992 1,543,572 3,850,288
Adjustment To PEO Compensation, Footnote
(1)
Deductions from, and additions to, total compensation in the Summary Compensation Table for 2024 to calculate Compensation Actually Paid include:
 
 
 
 
 
 
 
 
 
 
2024
 
 
 
 
 
Thomas L.
Deitrich
 
 
Average Non-
CEO NEOs
 
 
Total Compensation from Summary Compensation Table
 
 
$​9,395,744
 
 
$2,310,381
 
 
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
 
 
$(6,535,375)
 
 
$ (1,297,652)
 
 
Year-end fair value of unvested awards granted in the current year
 
 
$12,119,844
 
 
$2,416,807
 
 
Year-over-year difference of year-end fair values for unvested awards granted in prior years
 
 
$6,856,621
 
 
$985,975
 
 
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
 
 
$3,776,083
 
 
$568,717
 
 
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
 
 
$ 16,217,173
 
 
$2,673,846
 
 
Compensation Actually Paid (as calculated)
 
 
$ 25,612,917
 
 
$4,984,227
 
 
 
 
 
 
 
 
 
 
        
Non-PEO NEO Average Total Compensation Amount $ 2,310,381 1,720,203 1,168,312 1,712,738 1,311,769
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,984,227 3,088,435 718,317 1,006,326 1,094,823
Adjustment to Non-PEO NEO Compensation Footnote
(1)
Deductions from, and additions to, total compensation in the Summary Compensation Table for 2024 to calculate Compensation Actually Paid include:
 
 
 
 
 
 
 
 
 
 
2024
 
 
 
 
 
Thomas L.
Deitrich
 
 
Average Non-
CEO NEOs
 
 
Total Compensation from Summary Compensation Table
 
 
$​9,395,744
 
 
$2,310,381
 
 
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
 
 
$(6,535,375)
 
 
$ (1,297,652)
 
 
Year-end fair value of unvested awards granted in the current year
 
 
$12,119,844
 
 
$2,416,807
 
 
Year-over-year difference of year-end fair values for unvested awards granted in prior years
 
 
$6,856,621
 
 
$985,975
 
 
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
 
 
$3,776,083
 
 
$568,717
 
 
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
 
 
$ 16,217,173
 
 
$2,673,846
 
 
Compensation Actually Paid (as calculated)
 
 
$ 25,612,917
 
 
$4,984,227
 
 
 
 
 
 
 
 
 
 
        
Equity Valuation Assumption Difference, Footnote
(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.
        
Compensation Actually Paid vs. Total Shareholder Return        
Compensation Actually Paid vs. Net Income        
Compensation Actually Paid vs. Company Selected Measure        
Total Shareholder Return Vs Peer Group        
Tabular List, Table
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
       
Total Shareholder Return Amount $ 129.34 89.95 60.33 81.62 114.23
Peer Group Total Shareholder Return Amount 116.71 103.85 94.48 131.5 131.6
Net Income (Loss) $ 239,100,000 $ 96,900,000 $ (9,700,000) $ (81,300,000) $ (58,000,000)
Company Selected Measure Amount 323,600,000 225,600,000 95,100,000 115,200,000 178,400,000
PEO Name Thomas L. Deitrich Thomas L. Deitrich Thomas L. Deitrich Thomas L. Deitrich Thomas L. Deitrich
Percentage of Business Focused on Electricity 50.00%        
Peer Group Total Shareholder Return Amount Using Previous Peer Group $ 117.07 $ 101.92 $ 92.95 $ 131.4 $ 130.32
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Non-GAAP diluted EPS        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 16,217,173        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,535,375)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,119,844        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,856,621        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,776,083        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Total Adjustments for Pension [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,673,846        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,297,652)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,416,807        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 985,975        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 568,717        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Total Adjustments for Pension [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0