Frank Jaehnert
ITRONAbout Frank M. Jaehnert
Independent director at Itron since 2015; age 67; retired President & CEO of Brady Corporation and former CFO, with SEC “financial expert” designation. Core credentials include executive leadership, deep finance/audit expertise, global operating experience, and M&A execution. Current other public directorship: Nordson Corporation. Chair of Itron’s Compensation Committee and member of Nominating & Corporate Governance. Attendance: the Board met 8 times in 2024 and all directors attended at least 75% of their Board/committee meetings. Itron classifies him as independent and all committee members were independent. Anti-hedging/pledging and clawback frameworks apply.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brady Corporation | President & CEO; former CFO | Not disclosed in proxy | Led business growth; recognized financial expert; extensive international/M&A experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordson Corporation | Director (current) | Not disclosed | Itron bio notes chairing an audit committee for a large manufacturing company (unspecified) |
Board Governance
- Committee assignments at Itron: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Independent director.
- Independence and composition: Majority of the Board is independent; all members of Audit/Finance, Compensation, and Nominating & Corporate Governance committees are independent. Audit/Finance members are “audit committee financial experts.”
- Attendance and engagement: Board met 8 times in 2024; all directors attended ≥75% of their Board/committee meetings. (Note: technical issues limited live attendance by some directors at the 2024 annual meeting.)
- Related-party transactions and interlocks: No related person transactions in 2024; Compensation Committee interlocks/insider participation: none.
- Shareholder alignment and safeguards: Director stock ownership guideline of $375,000 within 3 years; all non-employee directors comply. Anti-hedging policy bans hedging/pledging/margin accounts by directors; Clawback policy under Rule 10D-1 adopted.
- Say-on-Pay signal: 94% votes cast supported 2024 executive pay program.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Base annual retainer (cash) | $75,000 | Standard non-employee director cash retainer |
| Committee chair fee – Compensation (cash) | $22,500 | Chair retainer |
| Committee member fee – Nominating & Corporate Governance (cash) | $7,500 | Member retainer |
| Total fees earned or paid in cash (reported) | $105,000 | Matches schedule above |
| Annual equity (stock awards) | $199,782 | Quarterly retainer stock grants; vest immediately |
| Total reported 2024 director compensation | $304,782 | Sum of cash and stock |
Compensation structure reference:
- Standard 2024 director package: $275,000 total ($75,000 cash + $200,000 stock) plus committee retainers (Comp Chair $22,500; NCGC member $7,500), consistent with Mr. Jaehnert’s reported cash total. Director comp is payable quarterly. Directors age 65+ may elect all-cash if in compliance with ownership guidelines.
Performance Compensation (Director)
| Equity Vehicle | Granting/Measurement | Vesting | 2024 Value |
|---|---|---|---|
| Quarterly director stock grants | Retainer equity (not tied to performance metrics) | Vest immediately upon grant | $199,782 |
- Director equity is retainer-based and time-vested; no performance metrics apply to non-employee director grants. Quarterly retainer grants vest immediately.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Nordson Corporation | Director (current) | Not disclosed | No Itron compensation committee interlocks; none reported in 2024 related-party transactions |
Expertise & Qualifications
- SEC financial expert; former CFO; extensive M&A.
- Executive leadership (CEO), global operations, manufacturing/supply chain.
- Governance experience across public boards; NACD Directorship Certified.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 21,362 shares as of March 4, 2025 (less than 1% of outstanding) |
| Deferred shares | 14,949 shares deferred via Executive Deferred Compensation Plan (included above) |
| Ownership guidelines | Director guideline $375,000 within 3 years; all non-employee directors currently comply |
| Pledging/Hedging | Prohibited under Itron’s Anti-Hedging Policy (includes margin/pledge bans) |
Insider trading (recent Form 4s):
Note: Records above are from Form 4 filings and reflect routine quarterly director equity awards; post-transaction holdings match beneficial ownership disclosures.
Governance Assessment
- Board effectiveness: Brings CEO-level operating depth and CFO-caliber financial acumen; designated financial expert; chairs Compensation Committee, which is fully independent and uses an independent consultant (F.W. Cook). No CC interlocks.
- Alignment: Mix of cash and stock aligned with Itron’s standard director pay; quarterly equity vests immediately; complies with stock ownership guideline; ongoing accumulation via routine grants; no pledging/hedging.
- Engagement: Board met 8 times in 2024; all directors ≥75% attendance; structured independent Board Chair and executive sessions enhance oversight.
- Conflicts/related-party exposure: None reported for 2024; no CC interlocks.
- Shareholder signals: Strong 2024 Say-on-Pay support (94%) and active investor engagement.
RED FLAGS
- None observed: No related-party transactions, no interlocks, no pledging/hedging, and strong independence/attendance disclosures. Continue monitoring for changes in other-board roles and any future related-party disclosures.