Joan Hooper
ITRONAbout Joan Hooper
Joan S. Hooper, age 67, is Senior Vice President and Chief Financial Officer of Itron, appointed June 2017; prior roles include CFO of CHC Helicopter (2011–2015) and senior finance leadership at Dell (2003–2010) . 2024 performance under her finance leadership: revenue ≈$2.44B (+12% YoY), non-GAAP diluted EPS $5.62 (+~67%), and Adjusted EBITDA ≈$323.6M (+~43%), with cumulative TSR value at $129.34 vs 2019 baseline and peer group $116.71 . Itron highlighted strong bookings ($2.7B), cash ≈$1.1B year-end, and capital structure optimization via 2024 convertibles, aligning incentives to profitability and growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CHC Helicopter | Chief Financial Officer | 2011–2015 | Led finance; company later filed Ch. 11 in May 2016 after her departure, emerged Mar 2017 . |
| Dell, Inc. | VP & CFO (Global Public and Americas); VP Corporate Finance & Chief Accounting Officer | 2003–2010 | Directed BU finance and corporate finance controls . |
External Roles
No public company directorships or board committee roles disclosed for Hooper in Itron filings.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 530,000 | 540,000 | 550,000 |
| Target Bonus (% of Base) | — | — | 75% |
| All Other Compensation ($) | 39,714 | 23,153 | 49,660 (incl. 401(k) match $16,447 and EDCP match $33,214) |
Performance Compensation
Annual Cash Incentive (IIP) – 2024 Design and Outcomes
| Component | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | Financial (80%) | 200.0 | 250.0 | 275.0 | 323.6 | 118.3% (financial portion) |
| Revenue ($M) | Financial (80%) | 2,130.0 | 2,350.0 | 2,460.0 | 2,440.8 | 118.3% (financial portion) |
| GGI Bookings | Non-financial (20%) | >$240M | — | — | Pass | 100% (non-financial portion) |
| GHG Emissions Intensity Reduction | Non-financial (20%) | >5% from 2023 | — | — | Pass | 100% (non-financial portion) |
| Hooper Final Results & Payout | — | — | — | — | — | 138.3% of target; $570,488 paid |
Long-Term Incentive Plan (LTIP) – Structure and 2024 Grants
| Award Type | Metric(s) | Grant Date | Target Shares (#) | Max Shares (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PRSUs | 3-year avg non-GAAP diluted EPS; TSR modifier vs Russell 3000 | 2/23/2024 | 12,678 | 31,695 | 351,857 (2024 cycle portion incl. TSR Monte Carlo) |
| RSUs | Time-vested (1/3 at 1st anniversary; then quarterly over 2 years) | 2/23/2024 | 12,678 | — | 949,963 |
PRSU Earned (2012–2024 Cycle Certified in 2024)
| Metric | EPS Attainment by Year | TSR Adjustment | PRSU Outcome |
|---|---|---|---|
| Non-GAAP Diluted EPS | 2022: 16.07%; 2023: 200%; 2024: 200%; 3-year avg: 138.69% | TSR ≈87th percentile → 1.12x | Hooper target 13,901; earned 21,592 (155.33% of target) |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 100,094 shares; <1% of outstanding; includes 33,268 options exercisable within 60 days . |
| Outstanding Options | 11,515 @ $68.45 exp. 6/20/2027; 10,058 @ $69.30 exp. 2/22/2028; 11,695 @ $87.27 exp. 2/20/2030 . |
| Unvested RSUs (as of 12/31/2024) | 4,634 (2/24/2022 grant); 6,000 (2/23/2023 grant); 12,678 (2/23/2024 grant) . |
| PRSUs Outstanding (max potential) | 35,978 (2023–2025 cycle); 31,695 (2024–2026 cycle) . |
| 2024 Vesting/Exercises | Shares vested: 38,108; option exercises: none reported for Hooper in 2024 . |
| Ownership Guidelines | CFO multiple: 3.0x base salary; all covered executives met guidelines; must retain 50% net shares until met . |
| Hedging/Pledging | Prohibited (anti-hedging policy; no margin/pledge) . |
| Deferred Compensation | 2024 executive contributions $82,096; company match $33,214; year-end balance $1,500,524 . |
| Defined Benefit/SERP | Company does not maintain defined benefit or supplemental retirement programs for NEOs . |
RSU Vesting Schedule (Hooper, future tranches from 12/31/2024)
| Vest Date | Shares |
|---|---|
| 2/23/2025 | 1,200; 4,221 |
| 2/24/2025 | 4,634 |
| 5/23/2025 | 1,200; 1,057 |
| 8/23/2025 | 1,200; 1,057 |
| 11/23/2025 | 1,199; 1,057 |
| 2/23/2026 | 1,201; 1,057 |
| 5/23/2026 | 1,057 |
| 8/23/2026 | 1,057 |
| 11/23/2026 | 1,057 |
| 2/23/2027 | 1,058 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | No formal employment agreement for executive officers . |
| Severance Policy (non-CIC) | 1x base salary, 1 year benefits premium reimbursement/outplacement; requires release; 1-year non-compete (where enforceable); non-solicit; non-disparagement . |
| Change-in-Control (CIC) | Double-trigger; cash severance 2x (base + target bonus); pro-rata annual incentive (greater of target or actual); 2 years benefits; legal fee reimbursement; non-compete/non-solicit; no excise tax gross-up . |
| Equity on CIC | If awards not assumed, acceleration; PRSUs vested at greater of target or actual and pro-rated for elapsed period; if assumed and terminated, double-trigger acceleration per award agreements . |
Estimated Payments (as of 12/31/2024)
| Scenario | Annual Incentive ($) | Severance ($) | Benefits ($) | Accelerated RSUs ($) | Accelerated PRSUs ($) |
|---|---|---|---|---|---|
| Termination Without Cause (non-CIC) | — | 550,000 | 36,589 | — | — |
| CIC + Qualifying Termination | 570,488 | 1,925,000 | 55,177 | 2,531,217 | 4,694,374 |
Compensation Structure Analysis
- Strong pay-for-performance alignment: 2024 IIP weighted 80% financial (Adjusted EBITDA, Revenue) and 20% strategic/ESG (GGI bookings, GHG intensity), with Hooper’s payout at 138.3% of target on above-plan execution .
- Increased equity emphasis: 2024 LTIP target raised to $1.9M (50% PRSUs/50% RSUs), with PRSU design driven by non-GAAP EPS and TSR modifiers; 2022–2024 PRSUs paid at ~155% reflecting EPS beat and 87th percentile TSR .
- Governance safeguards: robust clawback under SEC Rule 10D-1, stock ownership guidelines (CFO 3x salary, all met), and anti-hedging/anti-pledging policy .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay received ~94% support; program emphasizes profitability and revenue growth with supportive investor engagement .
Compensation Peer Group (2024 benchmarking)
- Peer set includes Advanced Energy Industries, Array Technologies, Bloom Energy, EnerSys, F5 Networks, ITT, Mueller Water Products, NetScout, PTC, SolarWinds, Teradata, Teradyne, Trimble, Unisys, Vontier, Watts Water; additions/removals reflect Itron’s evolving profile .
- Target compensation set around market median; committee uses F.W. Cook as independent consultant .
Performance & Track Record
- 2024 operational highlights: streamlined manufacturing footprint, favorable financing via convertible notes, and bookings of ~$2.7B supporting grid-edge intelligence strategy; cash ≈$1.1B at year-end bolstered strategic flexibility .
- Non-GAAP reconciliation confirms diluted EPS $5.62 and Adjusted EBITDA $323.6M for 2024 .
Equity Ownership & Trading Signals
- Upcoming RSU vesting dates throughout 2025–2027 suggest recurring Form 4 activity around vest dates; anti-hedging/pledging policy reduces alignment risk, and ownership guidelines are met .
- 2024 option activity: Hooper reported no exercises; vested 38,108 shares in 2024 (value realized $3.71M) .
Risk Indicators & Red Flags
- Prior employer bankruptcy: CHC Helicopter filed Chapter 11 in 2016 after Hooper’s tenure (disclosed context) .
- No tax gross-ups in CIC; no related party transactions involving NEOs disclosed; hedging/pledging prohibited .
Expertise & Qualifications
- Senior finance leadership across public and private companies; CFO certifications under SOX 302/906 filed for FY2024 10-K .
Employment Terms (Additional Detail)
- Non-compete/non-solicit durations and CIC definitions detailed; double-trigger equity acceleration and pro-rata bonus protections; legal fee reimbursement .
Investment Implications
- Pay-for-performance is tightly linked to profitability (Adjusted EBITDA, EPS) and TSR, with outsized PRSU outcomes on above-target EPS and top-quartile TSR—supportive of shareholder alignment .
- Double-trigger CIC terms (2x salary+target bonus, equity acceleration) and no tax gross-ups limit entrenchment risk while ensuring retention in change scenarios .
- Upcoming RSU tranches across 2025–2027 and PRSU cycles may create periodic supply; monitor vest dates and Form 4 filings around such events for potential selling pressure and liquidity signals .
- Strong governance (clawback, ownership guidelines met, anti-hedging/pledging) and high say-on-pay support (~94%) reduce compensation risk; continued focus on bookings and profitability may sustain incentive payouts .