Santiago Perez
ITRONAbout Santiago Perez
Independent director at Itron (ITRI) since 2021; age 60. Current CEO of The Hiller Companies (since Mar 2023) with prior operating and digital leadership roles across energy, building automation, and industrial automation. Board-designated expertise spans executive leadership, finance literacy, global operations, manufacturing/supply chain, product technology, marketing/sales, M&A, and government expertise. Director is classified independent; serves on the Nominating & Corporate Governance and Compensation Committees; current Class 2 term runs to the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schneider Electric | Chief Digital Officer & SVP U.S. Services & Solutions | 2017–2020 | Led digital transformation and services growth initiatives |
| Keter Environmental Services | CEO | Jan 2022 – Jun 2022 | Short-term leadership of environmental services provider |
| Arsenal Capital Partners | Senior Advisor | 2021 | Advised on industrial/tech investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Hiller Companies | CEO | Mar 2023 – Present | Active operating CEO while serving on Itron board |
Board Governance
- Independence and tenure: Independent director; director since 2021; Class 2 with term expiring 2027 .
- Committee assignments: Member, Nominating & Corporate Governance; Member, Compensation; signer of the 2024 Compensation Committee Report (with Chair Frank M. Jaehnert and Lynda L. Ziegler), indicating active involvement in exec pay oversight .
- Attendance: Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Leadership structure: Independent Board Chair (Diana D. Tremblay); independent directors hold executive sessions at least twice annually .
- Independence determinations: All committee members are independent under SEC and Nasdaq rules; Audit/Finance members also meet Rule 10A‑3 independence and “financial expert” criteria (Perez is not on AFC) .
- Related-party transactions: None required to be disclosed for 2024 under Item 404(a) (company reviews directors, executives, 5% holders, and immediate family) .
- Policies: Insider trading policy in place; anti-hedging policy prohibits hedging and, for directors/executives, includes prohibitions on margin accounts and pledging of company stock .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $90,000 | Sum of $75,000 base cash retainer plus committee member retainers ($7,500 Compensation; $7,500 Nominating & Corporate Governance) |
| Equity retainer | $199,782 | Aggregate grant-date fair value; quarterly retainer grants vest immediately |
| Total | $289,782 | No option awards, no meeting fees disclosed |
Reference structure: Non-employee director annual base retainer of $275,000 split as $75,000 cash and $200,000 stock; committee member retainers: $7,500 (Compensation), $7,500 (Nominating & Corporate Governance), $10,000 (Audit/Finance). Quarterly vesting for director grants is immediate .
Performance Compensation
- None disclosed for directors. Annual equity retainer is not performance-based (quarterly grants vest immediately) and there are no director options or PSU-based awards reported for directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Mr. Perez |
- Compensation Committee interlocks: None; no member is or was a Company officer; no reciprocal executive/board relationships creating interlocks disclosed .
Expertise & Qualifications
- Executive leadership; financial literacy; public board/governance; global operations; manufacturing/supply chain; product technology; marketing/sales; government expertise; M&A .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Santiago Perez | 9,506 | <1% | As of Mar 4, 2025; percentages based on 45,570,047 shares outstanding |
- Director ownership guideline: $375,000 within three years; all non-employee directors currently comply (company-wide statement) .
- Anti-hedging/pledging: Directors barred from hedging transactions; policy prohibits margin accounts and pledging of Itron stock for directors and executives .
Governance Assessment
-
Positives
- Independent director with relevant operating expertise (industrial/energy/automation), serving on key governance (NCGC) and pay (Compensation) committees; all committee members independent .
- Strong alignment structures: meaningful equity retainer; company-wide director stock ownership guideline ($375k) and compliance; anti-hedging/anti-pledging policies increase alignment with shareholders .
- Attendance threshold met across the Board; independent chair structure; executive sessions held .
- No related-party transactions disclosed for 2024; Compensation Committee uses independent consultant (F.W. Cook) with independence affirmed .
-
Potential Watch Items
- Time commitments: Active CEO role at The Hiller Companies alongside dual committee service at Itron. No attendance shortfall disclosed, but ongoing monitoring of meeting attendance and engagement is prudent .
- Compensation oversight accountability: As a member of the Compensation Committee, investors may scrutinize pay outcomes; 2024 say‑on‑pay support was high at ~94%, indicating current shareholder alignment .
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No Red Flags Identified
- No director-related party transactions, hedging/pledging violations, committee interlocks, or attendance issues disclosed for 2024 .