John Marcolini

About John Marcolini

Senior Vice President, Networked Solutions at Itron. Appointed to this role in July 2020; joined Itron in January 2018 via the Silver Spring Networks acquisition as Vice President of Product Management, with more than 20 years of product management, business development and customer delivery experience in networking, RF technologies and IIoT . Age 52 as of February 25, 2025 . Under his product leadership remit, Itron’s FY2024 performance improved materially: revenue rose ~12% to $2,440.8M, Adjusted EBITDA increased ~43% to $323.6M, and non‑GAAP diluted EPS increased ~67% to $5.62 . Pay‑versus‑performance shows cumulative TSR since 12/31/2019 at 129.34 versus peer group 116.71 for 2024 year‑end .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Itron Incentive Plan (IIP) – 2024 structure and results

Long‑Term Incentive Plan (LTIP)

PRSUs – 2022–2024 cycle earned and vesting

RSUs – time‑based vesting and upcoming schedule (unvested at 12/31/2024)

Outstanding equity (12/31/2024)

Equity Ownership & Alignment

Employment Terms

Change‑in‑control (CIC) framework

• Double‑trigger acceleration; cash severance equals 2× base salary + target annual incentive (SVPs); pro‑rata annual incentive (greater of target or actual); two years of welfare/health benefits; no excise tax gross‑ups; legal fee reimbursement; 1‑year non‑compete/non‑solicit/non‑disparagement; CIC defined at ≥25% voting acquisition, board turnover, merger altering board majority, asset sale or liquidation plan .

Severance policy (non‑CIC)

• Involuntary termination (without disciplinary cause): cash severance = 1× base salary; one year of employer benefit premiums and outplacement; requires release and one‑year non‑compete/non‑solicit/non‑disparagement .

Marcolini – Estimated payments as of 12/31/2024

Clawbacks

• Nasdaq‑compliant Incentive Compensation Recovery Policy adopted (effective Dec 1, 2024) with mandatory recovery for erroneously awarded incentive compensation upon material restatements, regardless of misconduct; legacy clawback applied to pre‑Dec 1, 2023 awards (fraud‑based full recovery; non‑fraud discretionary recovery of excess) .

Compensation Structure Analysis

• Mix and risk: Heavy variable pay emphasis for NEOs (average ~78% variable in 2024; CEO 89%) with significant performance‑based equity (PRSUs) and at‑risk cash incentives tied to profitability and growth .
• Metrics rigor: IIP focused on Adjusted EBITDA and revenue with binary strategic goals (GGI bookings; emissions intensity reduction); PRSUs tied to non‑GAAP EPS with a ±25% TSR modifier versus Russell 3000, producing 155.33% attainment for 2022–2024 on strong EPS and TSR outcomes .
• Governance safeguards: No employment agreements; double‑trigger CIC; no excise tax gross‑ups; rigorous stock ownership guidelines and anti‑hedging/pledging; clawbacks in place .
• Shareholder alignment: 2024 say‑on‑pay support ~94%; program targets market median competitiveness and emphasizes profitability and revenue growth .

Say‑on‑Pay & Peer Group

Performance & Track Record

• Operating execution: FY2024 bookings of $2.698B and backlog of $4.734B; total gross margin improved to 34.4% on favorable mix and manufacturing efficiencies .
• Segment contribution: Networked Solutions revenue +14% to $1,650.1M with gross margin 36.2%; Outcomes revenue +17% to $314.2M .
• Capital allocation: Issued $805M 1.375% due 2030 convert notes; ~$1.1B year‑end cash; authorized $100M buyback (no repurchases in Q4 2024) .

Investment Implications

• Alignment: Marcolini’s incentives are tightly linked to profitability (Adjusted EBITDA, EPS) and TSR, reinforcing shareholder value creation; strong 2022–2024 PRSU earn‑outs signal execution against financial and market benchmarks .
• Supply watch: Scheduled RSU vesting across 2025–2027 (notably multiple quarterly tranches) may create episodic insider supply; 2024 vesting realized $1.16M value, though anti‑hedging/pledging policies and ownership guidelines support alignment and disciplined selling behavior .
• Retention risk: No employment agreement, but meaningful ongoing RSU/PRSU cadence and competitive CIC protection (double trigger; 2× cash for SVP) mitigate near‑term retention risk while maintaining governance discipline (no tax gross‑ups; clawbacks) .
• Ownership: Direct beneficial ownership is modest (<1% of shares outstanding), typical for SVPs; compliance with 2× salary ownership guideline and 50% net‑shares retention requirement supports “skin‑in‑the‑game” .