Christopher Ware
ITRONAbout Christopher Ware
Christopher E. Ware is Senior Vice President, General Counsel and Corporate Secretary of Itron. He is 56 years old as of February 25, 2025; he joined Itron in March 2021 as Associate General Counsel and Chief Compliance Officer, was promoted to Vice President, Legal and Corporate Secretary in March 2022, and to Senior Vice President in March 2023. He oversees corporate governance, business legal solutions, compliance and litigation, and IP strategy and protection; prior roles include senior legal positions and an operating GM role at Johnson Controls International (2011–2021), as well as service at the U.S. Attorney’s Office and private law firms . Company performance metrics tied to pay include Adjusted EBITDA, Revenue, and non-GAAP diluted EPS; for 2024, Itron reported net income of $239.1 million and Adjusted EBITDA of $323.6 million, and cumulative TSR measured as year-end value of $100 invested since 12/31/2019 equaled $129.34 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Itron, Inc. | Associate General Counsel & Chief Compliance Officer | Mar 2021 – Mar 2022 | Led compliance and corporate legal support as entry to Itron’s leadership . |
| Itron, Inc. | Vice President, Legal & Corporate Secretary | Mar 2022 – Mar 2023 | Elevated governance oversight and corporate secretary duties . |
| Itron, Inc. | Senior Vice President, General Counsel & Corporate Secretary | Mar 2023 – present | Oversees governance, legal, compliance, litigation, and IP; updates Board on legal/regulatory matters quarterly . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson Controls International (JCI) | Executive Director & General Manager – Parts | 2018 – 2021 | Operating leadership in parts business; commercial execution experience . |
| Johnson Controls International (JCI) | Senior Legal Roles | 2011 – 2018 | Senior corporate legal leadership; global legal operations experience . |
Fixed Compensation
- Not disclosed: Ware is not listed among Itron’s Named Executive Officers (NEOs) in the Summary Compensation Table, so individual base salary, bonus, and equity grant values are not provided in the DEF 14A .
- Policy context: Itron emphasizes pay-for-performance for NEOs, with annual base salary reviews and a high mix of variable compensation; this informs the general executive program structure overseen by the Compensation Committee .
Performance Compensation
Program-level design (applies to executives generally; Ware’s specific awards are not disclosed):
- LTI mix: CEO awards are ~67% PRSUs and ~33% RSUs; other NEOs receive ~50% PRSUs and ~50% RSUs .
- Performance metrics: Adjusted EBITDA, Revenue, and non-GAAP diluted EPS are the most important measures linking pay to performance .
- Recent PRSU cycle: For the 2022–2024 cycle, non-GAAP EPS averaged 138.69% of target and TSR was ~87th percentile, yielding a 1.12x TSR multiplier; NEOs earned 155.33% of target PRSUs .
| Metric | Performance Cycle | Target Structure | Actual | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| Non-GAAP Diluted EPS | 2022–2024 | Annual goals per year in 3-year cycle; 0–200% payout curve | 2022: $1.13; 2023: $3.36; 2024: $5.62 | Average attainment 138.69% | PRSUs earned based on 3-year avg EPS; TSR multiplier applied; double-trigger acceleration in CIC per award terms |
| TSR (relative) | 2022–2024 | Multiplier .75x–1.25x based on percentile | ~87th percentile vs Russell 3000 | 1.12x | Applied to EPS-based PRSU payout; acceleration subject to CIC terms |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; CFO 3x; other Section 16 Senior VPs 2x; executives must retain 50% of net shares until compliant. Itron reports all covered executive officers met the guidelines based on a rolling 12-month average price at end of 2024 .
- Anti-hedging/pledging: Executives are prohibited from hedging, pledging, short sales, options, swaps, margin accounts, or borrowing against accounts holding Itron stock .
- Beneficial ownership: Individual share holdings for Ware are not disclosed in the security ownership tables; directors and a subset of executive officers are itemized, but Ware is not listed there .
| Policy Element | Requirement |
|---|---|
| Ownership guideline – CEO | 6.0x base salary |
| Ownership guideline – CFO | 3.0x base salary |
| Ownership guideline – Other Section 16 SVPs | 2.0x base salary |
| Retention until compliance | 50% of net profit shares retained |
| Anti-hedging/pledging | Prohibited (includes swaps, short sales, options, margins, pledges) |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Itron does not use formal employment agreements for executive officers . |
| Severance Policy | One times base salary; one year of employer-paid benefits or reimbursement; outplacement; requires release, non-disparagement, confidentiality, and one-year non-compete (where enforceable) . |
| Change-in-Control (CIC) | CIC agreements apply to certain executive officers; benefits include cash severance (multiples vary by role), pro-rata annual incentive (greater of target or actual), welfare benefit continuation, double-trigger equity vesting; no excise tax gross-ups; restrictive covenants (non-solicit one year, non-compete one year where enforceable), and legal fee reimbursements . |
| Corporate Secretary responsibilities | Oversees shareholder communications processes and corporate governance protocols; signs SEC reports and governs meeting/proxy procedures . |
Note: CIC cash severance multiples disclosed in detail for NEOs (e.g., CEO 2.5x; certain SVPs/CFO 2.0x), but Ware’s specific CIC agreement terms are not individually disclosed. Equity acceleration is “double trigger” for executives with CIC agreements .
Investment Implications
- Alignment: Strong governance and alignment policies—mandatory ownership multiples, retention requirements, and prohibitions on hedging/pledging—reduce agency risk and discourage short-term trading behavior by senior executives, including the General Counsel .
- Retention risk: Absence of individual employment contracts is offset by severance and CIC protections (with double-trigger equity vesting and no excise gross-ups), which support retention without encouraging windfall single-trigger outcomes .
- Pay-for-performance linkage: The executive program’s emphasis on Adjusted EBITDA, Revenue, and non-GAAP EPS, coupled with above-target PRSU outcomes for recent cycles, indicates compensation leverages profitability and TSR outcomes; monitor future cycles for sustainability and potential payout normalization as performance baselines rise .
- Data gaps: Ware is not an NEO; individual compensation, grant sizes, vesting schedules, and ownership details are not disclosed in the proxy—monitor Form 4 filings for insider trading/ownership changes and future proxies/8-K 5.02 filings for any updates to his compensation or CIC arrangements .