Scott Drury
ITRONAbout Scott Drury
Appointed to Itron’s board effective August 20, 2025; formerly CEO of Southern California Gas Company (SoCalGas) and previously President of San Diego Gas & Electric (SDG&E), with 35+ years across electric and natural gas utilities and deep operations, T&D, and supply chain experience . The 8-K notes he will participate in Itron’s standard non‑employee director compensation program and that no related‑party transactions are reportable under Item 404(a) as of appointment . The press release highlights his leadership track record, including doubling SoCalGas net income and advancing clean energy initiatives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern California Gas Company (SoCalGas) | Chief Executive Officer | 2020 – Jan 2025 | Led large-scale transformation; doubled utility net income; innovation and clean energy commitments |
| San Diego Gas & Electric (SDG&E) | President | 2017 – 2020 | Oversaw operations, T&D; broad leadership across nearly all business functions |
| SDG&E | Various roles of increasing responsibility | 1986 – 2017 | Supply chain, T&D, operations experience |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Public company boards | Not disclosed | No other public company directorships mentioned in appointment materials |
| Private/nonprofit | Not disclosed | Not disclosed in Itron filings/press |
Board Governance
- Appointment: Effective August 20, 2025; committees not yet assigned at time of filing .
- Independence: Board majority is independent; committees comprise independent directors under Nasdaq/SEC rules; Drury is a non‑employee director, with independence not explicitly asserted in the 8‑K .
- Attendance expectations: Directors expected to attend annual meetings; Board met 8 times in 2024 with all directors at least 75% attendance; independent directors meet in executive session at least twice annually .
- Structure: Separate Chair and CEO roles; Board Chair is an independent director (policy), with defined responsibilities; majority voting for directors .
Fixed Compensation
Expected to be paid under Itron’s standard non‑employee director program (effective 2024), with quarterly cash and stock retainers; stock grants vest immediately .
| Component | 2023 | 2024/2025 Program | Notes |
|---|---|---|---|
| Total annual base retainer | $240,000 ($75,000 cash; $165,000 stock) | $275,000 ($75,000 cash; $200,000 stock) | Payable quarterly; stock vests immediately |
| Committee chair (Comp) | $22,500 cash | $22,500 cash | — |
| Committee chair (NCGC) | $22,500 cash | $22,500 cash | — |
| Committee chair (Audit/Finance) | $25,000 cash | $30,000 cash | — |
| Committee member (Comp) | $7,500 cash | $7,500 cash | — |
| Committee member (NCGC) | $7,500 cash | $7,500 cash | — |
| Committee member (Audit/Finance) | $10,000 cash | $10,000 cash | — |
| Board Chair retainer | $340,000 ($130,000 cash; $210,000 stock) | $375,000 ($130,000 cash; $245,000 stock) | No extra committee retainers for Chair |
| Board Vice Chair retainer | $280,000 ($115,000 cash; $165,000 stock) | $315,000 ($115,000 cash; $200,000 stock) | — |
Additional features:
- Deferred Compensation Plan eligibility (directors may defer up to 100% of fees and shares) .
- Directors age 65+ may elect all‑cash retainer if continuously meeting ownership guidelines .
Performance Compensation
Not applicable—director pay is retainer‑based; no performance metrics disclosed for non‑employee directors .
Other Directorships & Interlocks
| Type | Details | Governance Consideration |
|---|---|---|
| Customer affiliation | Past two years as an Itron customer via utility leadership (SoCalGas/SDG&E) | Useful customer insight; potential perception risk mitigated by disclosure of no Item 404(a) related‑party transactions at appointment |
| Related‑party transactions | None required to be disclosed under Item 404(a) at appointment | Low conflict risk per filing |
Expertise & Qualifications
- Utility operations leadership and P&L accountability across gas/electric sectors; transformation, risk management, and board collaboration experience .
- Deep experience in T&D, operations, and supply chain; financial acumen and innovation track record .
- Perspective as recent utility customer of Itron, relevant to product/market fit and customer priorities .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (shares) | Not disclosed at appointment |
| Director stock ownership guideline | Accumulate shares equal to $375,000 within 3 years from initial appointment/election; all non‑employee directors (as of 2024 year‑end) complied with guidelines |
| Anti‑hedging/pledging policy | Prohibits hedging, short sales, pledging, and derivative transactions; applies to directors |
Governance Assessment
- Board effectiveness: Adds senior utility operator with customer‑side insight during a period of grid modernization and DI/edge intelligence focus; complements finance/risk oversight priorities highlighted in Itron governance .
- Independence & conflicts: Non‑employee director with no Item 404(a) transactions disclosed; prior customer relationship is a manageable perception risk, offset by lack of related‑party transactions and robust anti‑hedging policy .
- Compensation alignment: Mix emphasizes equity ($200k of $275k base retainer), immediate vesting with ownership guidelines—positive alignment; no performance pay for directors, consistent with best practices .
- Attendance/engagement: Board expectations and recent attendance metrics are strong; Drury’s committee assignment pending—track for Audit/Finance or NCGC/Comp fit given background .
Red flags and watch items:
- Potential perceived interlock from prior customer roles—monitor for any future transactions requiring Item 404(a) disclosure; none at appointment .
- Committee placement: Not yet assigned; effectiveness will hinge on leveraging operations/risk expertise in Audit/Finance or strategic oversight in NCGC/Comp .
- Ownership compliance: Confirm progress against the $375,000 guideline over first 3 years; anti‑hedging policy reduces alignment risk .
Overall signal: Appointment strengthens board’s utility/operator perspective with low conflict risk at entry; alignment supported by equity‑heavy director pay and ownership guidelines .