Jerome Lande
ITRONAbout Jerome J. Lande
Jerome J. Lande, age 49, has served on Itron’s Board since 2015 and is an independent director. He is Deputy CIO and Managing Partner at Scopia Capital Management LP and currently serves on Itron’s Audit/Finance Committee; his past public company directorships within the last five years include Indivior PLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various public companies in medical technology, pharmaceuticals, real estate, insurance | Director | Prior to 2025 (within last 5 years) | Previously served on boards in these sectors |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Scopia Capital Management LP | Deputy CIO and Managing Partner | Current | Investment strategy, corporate development expertise |
| Indivior PLC | Director | Prior 5 years | Not disclosed |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules; Itron’s committees are all independent and the Board majority is independent .
- Committee assignments: Audit/Finance Committee member (AFC membership: Leyden (Chair), Hemmingsen, Lande, Mirchandani) .
- Attendance: Board met eight times in 2024; all directors attended at least 75% of Board and applicable committee meetings; some had technical issues attending the 2024 annual meeting, but attendance expectations maintained .
- Board structure: Separate independent Board Chair and CEO; Chair elected for three-year terms; executive sessions held at least twice annually .
- Risk oversight: AFC oversees financial reporting and risk; Compensation Committee oversees compensation risk; NCGC oversees governance and independence .
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Annual base retainer (standard for non-employee directors) | $275,000 (Cash $75,000; Stock $200,000) | Payable quarterly; age ≥65 may elect all cash if meeting ownership guidelines |
| Committee member retainer – Audit/Finance | $10,000 (cash) | Per member |
| Committee chair retainer – Audit/Finance | $30,000 (cash) | Not applicable to Lande (not chair) |
| Director compensation (Jerome Lande) – Fees Earned or Paid in Cash | — | Footnote states his cash retainers were paid directly to Scopia Capital Management LP |
| Director compensation (Jerome Lande) – Stock Awards | $199,782 | Aggregate grant-date fair value under ASC 718; quarterly retainer grants vest immediately |
| Director compensation (Jerome Lande) – Total | $199,782 | No options, non-equity, pension, or other comp disclosed |
Performance Compensation
| Component | Metric | Design | 2024 Detail |
|---|---|---|---|
| Equity retainer | None (not performance-based) | Quarterly stock retainer grants; vest immediately | Director stock awards reflect retainer; ASC 718 fair value; immediate vesting |
Directors may participate in the Executive Deferred Compensation Plan and may defer up to 100% of director fees and stock; non-employee directors are expected to accumulate shares equal to $375,000 within three years, and all currently comply .
Other Directorships & Interlocks
| Company | Role | Interlocks/Committee Overlap |
|---|---|---|
| Indivior PLC | Director (within past 5 years) | None disclosed |
| Compensation Committee Interlocks (Itron) | N/A | Company states no interlocks or insider participation conflicts for the Compensation Committee |
Expertise & Qualifications
- Financial literacy and executive leadership from 25 years in asset management; public board governance experience; marketing/sales and M&A exposure through investment strategy and corporate development .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jerome J. Lande | 7,752 | <1% | As of March 4, 2025; based on 45,570,047 shares outstanding |
| All directors & executive officers (16) | 695,664 | 1.51% | Includes options exercisable within 60 days; total group data |
- Anti-hedging and anti-pledging: Directors, officers, and employees are prohibited from hedging, short sales, margin accounts or pledges, and derivative transactions in Itron securities .
- Stock ownership guidelines (directors): $375,000 within three years; all non-employee directors comply .
Governance Assessment
- Committee placement and independence: Lande’s AFC membership aligns with his financial expertise; AFC members deemed “audit committee financial experts,” supporting board effectiveness in financial oversight .
- Attendance and engagement: Board and committee attendance threshold met by all directors in 2024, indicating engagement; executives and committee chairs report regularly to Board on risk and oversight matters .
- Compensation alignment: Director pay structure is market-benchmarked by F.W. Cook; equity retainer vests immediately promoting ownership but lacks performance conditions (typical for directors). Lande’s 2024 comp shows only stock awards ($199,782) with footnoted cash retainers paid directly to Scopia Capital Management LP, which is atypical and warrants monitoring for optics and potential perceived conflicts even though no related-party transactions were reportable in 2024 .
- Potential conflicts and RED FLAGS:
- Cash retainer payments directed to Scopia Capital Management LP (footnote) may raise perception risk around independence if Scopia has any business with Itron; company disclosed no related person transactions in 2024 (mitigates actual conflict) .
- Initial appointment arose from a cooperation agreement with Coppersmith Capital Management, Scopia Management, Inc., and Lande—an activist context that can be positive for shareholder alignment but should be monitored for influence dynamics over time .
- Shareholder alignment: Director ownership guidelines and anti-hedging/pledging policies support alignment; beneficial ownership for Lande is modest (<1%), consistent with director roles but below thresholds that imply significant economic stake; however, guidelines compliance is affirmed for all non-employee directors .
- Say-on-pay and investor sentiment (context): 94% support for executive compensation in 2024 indicates constructive shareholder relations, indirectly supporting board credibility on compensation oversight (though not specific to Lande’s director pay) .
No related-party transactions reportable in 2024; Compensation Committee Interlocks report states no interlocks or insider participation conflicts, reducing governance red flags .