Donald Reeves
ITRONAbout Donald Reeves
Donald L. Reeves is Senior Vice President, Outcomes at Itron (appointed September 2019), responsible for software and services offerings, delivery teams, managed services operations, and customer support; he joined Itron in January 2018 via the Silver Spring Networks (SSNI) acquisition and is 57 years old as of February 25, 2025 . Under his tenure, Itron’s 2024 performance included revenue of ~$2.44B (+12% YoY), Adjusted EBITDA of ~$323.6M (+43% YoY), and non-GAAP diluted EPS of $5.62 (+~67%), with bookings of $2.7B; the 2022–2024 PRSU cycle reflected strong relative TSR (~87th percentile, multiplier 1.12) and 155.33% of target PRSUs earned, evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Itron (via SSNI acquisition) | Senior Vice President, Outcomes | Sep 2019–present | Leads Itron’s software/services, managed services operations, and customer support, central to Outcomes segment growth and delivery quality |
| Silver Spring Networks (SSNI) | Chief Technology Officer | 2016–2018 | Led technology agenda across smart energy/city portfolios; foundation for Itron Outcomes integration post-acquisition |
| Silver Spring Networks (SSNI) | Managed Services & Engineering Roles | 2005–2016 | Built managed services capabilities and engineering execution for large-scale utility deployments |
| Black Pearl | Vice President of Engineering | 2003–2004 | Engineering leadership at enterprise software firm |
| Commerce One | Vice President of Engineering | 2001–2003 | Led engineering at B2B e-commerce software company |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $460,000 | $470,000 |
| Target Bonus (% of Base) | 70% (raised to 75% for 2023) | 75% | 75% |
Performance Compensation
Annual Cash Incentive (IIP) – 2024
| Metric | Weighting | Threshold | Target | Max | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | Part of 80% Financial | 200.0 | 250.0 | 275.0 | 323.6 | 0–150% of target; 118.3% earned for Financial component |
| Revenue ($M) | Part of 80% Financial | 2,130.0 | 2,350.0 | 2,460.0 | 2,440.8 | Included in Financial component |
| GGI Bookings | 10% of 20% Non-Financial | >$240M | — | — | Pass | 0–100% of target; Non-Financial earned 100% |
| Reduction in GHG Intensity | 10% of 20% Non-Financial | >5% reduction vs 2023 | — | — | Pass | Included in Non-Financial |
| 2024 IIP Outcome | Target ($) | Final Results (%) | Actual Award ($) |
|---|---|---|---|
| Donald L. Reeves | $352,500 | 138.3% | $487,508 |
Long-Term Incentives (LTIP) – Structure and Grants
| Element | 2024 Target Mix/Value | Vesting/Measurement | Notes |
|---|---|---|---|
| PRSUs | $550,000 (50% of LTIP) | 3-year; annual non-GAAP EPS cycles averaged, TSR modifier ±25% vs Russell 3000 | Payout range 0–200% of target; TSR adjustment as specified |
| RSUs | $550,000 (50% of LTIP) | 1/3 at 1st anniversary, then quarterly over two years | Time-vested for retention |
| 2024 Grants (Feb 23, 2024) | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|
| RSUs | 7,340 | $549,986 |
| PRSUs (Target; 2024 portion value) | 7,340 (Target), 18,350 (Max) | $203,654 (2024 portion incl. TSR) |
PRSU Cycle Results (Earned in 2024 for 2022–2024 Cycle)
| Performance Year | EPS Targets ($) vs Results | Attainment (%) |
|---|---|---|
| 2022 | Target $1.60; Actual $1.13 | 16.07% |
| 2023 | Max $1.35; Actual $3.36 | 200.00% |
| 2024 | Max $3.75; Actual $5.62 | 200.00% |
| 3-year Average | — | 138.69% |
| TSR Modifier | ~87th percentile → 1.12x | — |
| Reeves PRSUs Earned | Target 4,170 → Actual 6,477 | 155.33% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 4, 2025) | 7,596 shares; <1% of outstanding |
| Shares Outstanding (Record Date) | 45,570,047 |
| Ownership as % of Outstanding | ~0.017% (7,596 / 45,570,047) |
| Stock Ownership Guidelines | Section 16 SVPs: 2.0x base salary; all executive officers met guidelines in rolling 12-month review |
| Hedging/Pledging | Prohibited (anti-hedging policy; includes margin/pledges and derivatives) |
| 10b5-1 Trading Plan | Adopted Nov 11, 2024 to sell up to 4,170 shares through Nov 7, 2025 |
Outstanding Equity (Dec 31, 2024)
| Type | Unvested Units (#) | Market Value ($) |
|---|---|---|
| RSUs (2022 grant) | 1,391 | $151,035 (at $108.58) |
| RSUs (2023 grant) | 2,251 | $244,414 |
| RSUs (2024 grant) | 7,340 | $796,977 |
| PRSUs (2023–2025, max basis) | 13,490 | $1,464,744 |
| PRSUs (2024–2026, max basis) | 18,350 | $1,992,443 |
Scheduled RSU Vesting (Donald Reeves)
| Date | Units |
|---|---|
| Feb 23, 2025 | 450 and 2,444 |
| Feb 24, 2025 | 1,391 |
| May 23, 2025 | 450 and 611 |
| Aug 23, 2025 | 450 and 612 |
| Nov 23, 2025 | 450 and 612 |
| Feb 23, 2026 | 451 and 612 |
| May 23, 2026 | 612 |
| Aug 23, 2026 | 612 |
| Nov 23, 2026 | 612 |
| Feb 23, 2027 | 613 |
Options and Exercises
- 2024: 7,510 options exercised; $155,813 value realized .
- As of Dec 31, 2024, outstanding equity table shows RSUs/PRSUs only for Reeves (no options listed outstanding) .
Employment Terms
| Provision | Reeves (SVP) Terms |
|---|---|
| Employment Agreement | No formal employment agreement; covered by Executive Severance Policy |
| Severance (no cause) | 1x base salary; 1 year employer benefit premiums/reimbursements; outplacement; 1-year non-compete (where enforceable) |
| Change-in-Control (Double Trigger) | 2x base + target bonus, 2 years welfare/health coverage; pro-rata annual incentive (greater of target or actual); equity accelerates only upon change-in-control and qualifying termination; no excise tax gross-up; legal fee reimbursement; 1-year non-compete/non-solicit/non-disparagement; release required |
| Equity Vesting (CIC) | Awards generally assumed/substituted; PRSUs vest at greater of target or actual, pro-rated based on time elapsed; RSUs accelerate if not assumed |
| Clawbacks | 2023 Incentive Compensation Recovery Policy (SEC Rule 10D-1/Nasdaq 5608) plus legacy Incentive Repayment Policy for pre-Dec 1, 2023 awards |
| Anti-Hedging | Prohibits hedging/derivatives/margin/pledges |
Multi-Year Compensation Summary (NEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $425,000 | $460,000 | $470,000 |
| Stock Awards ($) | $405,225 | $519,342 | $1,034,987 |
| Non-Equity Incentive ($) | — | $458,850 | $487,508 |
| All Other Compensation ($) | $14,828 | $12,948 | $17,427 |
| Total ($) | $845,053 | $1,451,140 | $2,009,922 |
Performance & Track Record
- Company operating performance strengthened materially in 2024 (revenue ~$2.44B +12% YoY; Adjusted EBITDA ~$323.6M +43%; non-GAAP diluted EPS $5.62 +~67%), with bookings of $2.7B and ~$1.1B year-end cash, supporting strategy and M&A capacity .
- PRSU 2022–2024 cycle achieved average EPS attainment of 138.69% with TSR ~87th percentile, yielding 155.33% of target PRSUs earned for Reeves (6,477 units vs 4,170 target) .
Compensation Committee & Say-on-Pay Context
- Pay program emphasizes at-risk compensation: Reeves’ 2024 TDC includes significant variable components tied to financial and strategic metrics; NEOs averaged 78% variable; hedging/pledging prohibited .
- 2024 say-on-pay support ~94%; investor engagement emphasized profitability and revenue growth focus with strategic goals accountability (GGI bookings, GHG intensity) .
Investment Implications
- Strong pay-for-performance linkage: IIP tied to Adjusted EBITDA and revenue with binary strategic goals; PRSUs driven by non-GAAP EPS and relative TSR, producing above-target vesting in 2022–2024 cycle .
- Retention protections with shareholder-friendly terms: no employment agreements; double-trigger CIC; no excise gross-ups; clawbacks in place .
- Ownership alignment is adequate but modest direct holdings: 7,596 shares as of Mar 4, 2025 (~0.017% of outstanding); however, compliance with 2x salary stock ownership guidelines, plus material unvested RSUs/PRSUs and a structured 10b5-1 plan suggest disciplined sale cadence rather than opportunistic selling .
- Near-term supply from vesting and plan-driven sales: scheduled RSU vesting throughout 2025–2026 and a 4,170-share 10b5-1 plan may create modest insider selling pressure; anti-hedging/pledging reduces misalignment risk .