Sanjay Mirchandani
ITRONAbout Sanjay Mirchandani
Independent Class 1 director of Itron since 2023; age 60. He is President and CEO of Commvault and brings deep cybersecurity, information technology, product technology, and global operating experience; he serves on Itron’s Audit/Finance Committee and is designated an “audit committee financial expert.” He beneficially owns 3,811 Itron shares (<1%); non‑employee directors must own shares equal to $375,000 within three years, and the proxy states all non‑employee directors currently comply. Itron prohibits director hedging and pledging of company stock.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| (Not specified in proxy) | Former CIO of a multinational corporation | Not disclosed | Information technology leadership background noted in director bio |
External Roles
| Organization | Role | Public Company Directorship | Committees/Impact |
|---|---|---|---|
| Commvault | President & CEO | Yes – current public directorship at Commvault | Brings cybersecurity and IT/cloud expertise; product technology leadership |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class 1; term expires at 2026 annual meeting |
| Independence | Independent director; Itron states all committee members are independent under SEC/Nasdaq rules |
| Committees | Audit/Finance Committee – Member (AFC report lists him as a member; Chair: Timothy M. Leyden) |
| Audit committee financial expert | All current AFC members are “audit committee financial experts” per Item 407(d)(5) |
| Board meetings and attendance | Board met 8 times in 2024; all directors attended at least 75% of Board/committee meetings on which they served |
| Executive sessions | Independent directors meet in executive session at least twice annually |
| Leadership structure (context) | Independent Board Chair separate from CEO; current Chair is Diana D. Tremblay |
Fixed Compensation
Itron non‑employee director fee schedule (effective 2024)
| Component | Amount |
|---|---|
| Total annual base retainer | $275,000 (Cash $75,000; Stock $200,000) |
| Committee member retainer – Audit/Finance | $10,000 cash |
| Committee member retainer – Compensation | $7,500 cash |
| Committee member retainer – Nominating & Governance | $7,500 cash |
| Committee chair retainers – Audit/Finance | $30,000 cash |
| Committee chair retainers – Compensation | $22,500 cash |
| Committee chair retainers – Nominating & Governance | $22,500 cash |
| Board Chair total retainer | $375,000 (Cash $130,000; Stock $245,000) |
Sanjay Mirchandani – reported 2024 director compensation
| Metric | 2024 |
|---|---|
| Fees earned/paid in cash ($) | $85,000 |
| Stock awards ($) | $199,782 (quarterly retainer grants vest immediately) |
| Option awards ($) | — (none) |
| Total ($) | $284,782 |
Additional policies: directors may defer up to 100% of fees and stock into the Amended & Restated Executive Deferred Compensation Plan; director compensation is paid quarterly. Directors aged 65+ may elect to receive full retainer in cash if stock ownership guideline is maintained.
Performance Compensation
Directors do not receive performance‑based pay at Itron; director equity is service‑based (quarterly retainer grants that vest immediately). No meeting fees, no option awards were reported for Mirchandani in 2024.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Related Party Note |
|---|---|---|
| Commvault | President & CEO; current public directorship | Itron disclosed no related person transactions in fiscal 2024; no compensation committee interlocks/insider participation reported |
Expertise & Qualifications
- Cybersecurity; information technology/cloud computing; product technology; global perspective; executive leadership; financial literacy; mergers and acquisitions. These mapped skills are explicitly attributed to Mirchandani in the proxy’s bio and skills matrix.
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (Itron) | 3,811 shares; less than 1% of outstanding |
| Shares outstanding (context) | 45,570,047 shares outstanding on record date (Mar 4, 2025) |
| Director ownership guideline | Own shares equal to $375,000 within three years of joining the Board |
| Compliance status | All non‑employee directors currently comply with the guideline |
| Hedging/pledging | Prohibited by Itron’s Insider Trading and Anti‑Hedging policies (no hedging, no margin accounts or pledges) |
Governance Assessment
- Board effectiveness and engagement: Independent director with AFC membership and “audit committee financial expert” designation; Board met eight times in 2024 with all directors ≥75% attendance, indicating baseline engagement.
- Independence and conflicts: Independent; no related person transactions in 2024; no compensation committee interlocks or insider participation; anti‑hedging/anti‑pledging policy further aligns interests.
- Ownership alignment: Receives a mix of cash and stock retainer consistent with policy; subject to a $375,000 ownership guideline that the company reports all non‑employee directors currently meet.
- Director pay level and structure: 2024 total of $284,782 (cash $85,000; stock $199,782) aligned with fee schedule (base plus Audit/Finance membership), no options or performance awards – a standard, low‑risk non‑employee director structure.
- RED FLAGS: None disclosed specific to Mirchandani—no related‑party transactions, no hedging/pledging, no attendance concerns reported, and no director‑specific controversies identified in the proxy.