Diana Tremblay
ITRONAbout Diana D. Tremblay
Independent Chair of the Board at Itron, Inc. (ITRI); director since 2015; age 65. CEO of Riverhawk Consulting, LLC; formerly Vice President of Manufacturing and Vice President of Global Business Services at General Motors with 40+ years of operational experience, including plant leadership and lead labor relations negotiator. Core credentials span manufacturing and supply chain, global operations, and governance; currently serving her first term as independent Board Chair under Itron’s governance principles. Independent status: Yes.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors | Vice President, Manufacturing; Vice President, Global Business Services; prior roles including engineer, plant manager, lead labor relations negotiator | More than 40 years (aggregate) | Deep manufacturing and supply chain expertise; global operations leadership; major labor negotiations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Riverhawk Consulting, LLC | Chief Executive Officer | Current | Operating executive role alongside Itron directorship |
| Lightning eMotors, Inc. | Director (public company) | Prior 5 years | Listed as “Other previous public directorships (within the past 5 years)” |
Board Governance
- Role: Independent Chair of the Board (separate from CEO), elected by a majority of the Board; current Chair is in her first 3‑year term (Board Chair is generally an independent director; max two consecutive terms unless extended). Chair duties include presiding over meetings, agenda oversight, liaison role with CEO, and recommending committee memberships with the NCGC.
- Independence: Tremblay is an independent director; the Board is majority independent; all members of Audit/Finance, Compensation, and Nominating & Corporate Governance committees are independent; CEO is the sole non‑independent director and serves on no committees.
- Committees: Itron maintains three committees—Audit/Finance (Chair: Timothy M. Leyden), Compensation (Chair: Frank M. Jaehnert), and Nominating & Corporate Governance (Chair: Lynda L. Ziegler). Tremblay serves as Board Chair (not listed as a committee chair).
- Attendance and engagement: Board met 8 times in 2024; all directors attended at least 75% of Board/committee meetings. Independent directors hold executive sessions at least twice annually. At the 2024 annual meeting, three directors attended and five intended to but were unable due to virtual-meeting technical issues.
- Term limits and retirement: Directors are not eligible for re‑nomination after five full terms; no nomination at or after age 75 absent Board determination in shareholders’ best interests.
- Risk oversight: The Board allocates risk oversight across the full Board and committees (cybersecurity is included), with committee chairs reporting to the Board; annual reviews cover long‑term strategy and legal/regulatory updates.
- Related-party transactions: No related person transactions required to be disclosed for 2024.
Fixed Compensation (Non‑Employee Director Pay)
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non‑employee director) | $275,000 | $75,000 cash + $200,000 stock; payable quarterly |
| Committee chair retainers | $30,000 (Audit/Finance); $22,500 (Compensation); $22,500 (Nominating & Corporate Governance) | Cash; payable quarterly |
| Committee member retainers | $10,000 (Audit/Finance); $7,500 (Compensation); $7,500 (Nominating & Corporate Governance) | Cash; payable quarterly |
| Board Chair retainer | $375,000 | $130,000 cash + $245,000 stock; no additional committee retainers |
| Director equity vesting | Immediate | Quarterly retainer grants vest immediately |
| Deferral program | Eligible | Non‑employee directors may defer up to 100% of fees and equity into the Executive Deferred Compensation Plan |
2024 actual compensation – Diana D. Tremblay (Board Chair):
- Cash fees: $130,000; Stock awards (grant-date fair value): $244,764; Total: $374,764.
Stock ownership guideline for directors:
- Requirement: Accumulate shares equal to $375,000 within three years; all non‑employee directors currently comply.
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance metrics for director pay | None; director compensation is retainer‑based (cash + stock); no performance-based metrics disclosed |
| Equity design | Time‑based quarterly retainer grants; vest immediately |
| Options/meeting fees | No option awards; compensation structured via retainers and equity; meeting fees not listed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Tremblay (aside from Itron) |
| Prior public company boards (past 5 years) | Lightning eMotors, Inc. |
| Compensation committee interlocks | None; no member of Itron’s Compensation Committee served as an officer/employee; no cross‑board/management interlocks disclosed. |
Expertise & Qualifications
- Executive leadership and governance experience; global operations; manufacturing and supply chain; financial literacy; M&A; manufacturing process improvement.
- Board skill matrix lists her as bringing executive leadership, public board/governance, global experience, manufacturing/supply chain, financial literacy, and manufacturing improvement/processes.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Diana D. Tremblay | 23,244 | <1% | As of March 4, 2025; percent less than 1% |
| Stock ownership guideline | $375,000 (3‑year window) | — | All non‑employee directors comply |
| Hedging/pledging | Prohibited | — | Anti‑Hedging Policy prohibits hedging, margin accounts, and pledging for directors/officers/employees |
Governance Assessment
- Positives for investor confidence:
- Independent Board Chair role separated from the CEO; Board majority independent; all committees fully independent.
- Strong director ownership alignment via stock retainer and $375k ownership guideline; all directors in compliance; anti‑hedging/pledging bans.
- 2024 Say‑on‑Pay support ~94%; active shareholder engagement led by Board Chair and Compensation Chair (outreach to investors representing >80% of shares; over a quarter accepted).
- No related‑party transactions disclosed for 2024.
- Monitoring items / potential flags:
- Director equity vests immediately; while aligned via ownership guidelines, immediate vesting may reduce time‑based retention incentives for directors.
- Board proposed increasing authorized common shares (recognized possible anti‑takeover effects per SEC guidance) and adding indemnification language to Articles (common, but strengthens protections); assess in context of capital plans and governance posture.
- Virtual-only annual meeting saw technical issues limiting real‑time attendance for some directors; Board/management should ensure reliability of shareholder meeting access.
Overall: Tremblay’s tenure, manufacturing/operations depth, and independent Board Chair role support board effectiveness; compensation and ownership structures indicate alignment, with no material conflicts identified in 2024.