Sheri Savage

About Sheri Savage

Sheri Savage (age 54) joined Itron’s Board of Directors on Aug. 11, 2025 and was appointed to the Audit/Finance Committee; she is a non‑employee director and the company states she will participate in Itron’s standard non‑employee director compensation program . She has served as Senior Vice President, Finance and Chief Financial Officer at Ultra Clean Holdings (UCT) since 2016, with 30+ years of finance experience across accounting, treasury, FP&A, internal audit, investor relations, and M&A . Itron’s governance disclosures state Audit/Finance members are independent under SEC and Nasdaq rules (Rule 10A‑3), and all committee members are independent; Savage’s appointment to this committee aligns with those independence expectations .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit/Finance Committee (appointed effective Aug. 11, 2025) .
• Independence: Itron states all Audit/Finance Committee members are independent under SEC/Nasdaq, including Rule 10A‑3; Savage’s Audit appointment aligns with those independence standards .
• Attendance: 2024 Board met 8 times; all then‑serving directors attended at least 75% of meetings (Savage joined in Aug. 2025; 2024 attendance not applicable) .
• Board structure: Separate Chair and CEO; Chair is an independent director under Itron’s Governance Principles .

Fixed Compensation

• Itron’s 2024 non‑employee director compensation structure (effective Jan. 1, 2024) and still referenced in 2025 proxy; Savage is expected to participate in the standard non‑employee director program per her appointment 8‑K .

Notes:

• Directors may defer up to 100% of fees and stock into Itron’s Amended & Restated Executive Deferred Compensation Plan .
• Stock ownership guideline for directors: accumulate shares equal to $375,000 within 3 years (all current non‑employee directors comply) .

Performance Compensation

• Not applicable for directors: Itron’s director equity retainers are not performance‑conditioned; quarterly grants vest immediately .
• Anti‑hedging and anti‑pledging policy applies to directors, prohibiting hedging, pledging, short sales, and derivative transactions in Itron securities .

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic finance: CFO at a public company with deep experience spanning accounting, treasury, equity, FP&A, internal audit, IR, and M&A .
• Industry exposure: Semiconductor capital equipment and manufacturing services (UCT) .
• Internal controls/audit: Prior Director of Internal Audit; Audit/Finance Committee placement leverages this expertise .
• Board‑level finance skills: Itron expects Audit/Finance members to be financially literate and “audit committee financial experts” per Item 407; Savage’s CFO background aligns with these expectations .

Equity Ownership

Implications:

• Alignment building phase: Zero initial ownership plus immediate‑vesting stock retainers and a 3‑year $375k ownership guideline create a near‑term accumulation path; anti‑hedging/pledging supports alignment quality .

Governance Assessment

• Strengths:

  • Appointment to Audit/Finance leverages a sitting CFO’s financial and internal audit expertise; aligns with Itron’s emphasis on financially literate, independent audit committee members .
  • No related‑party transactions or appointment arrangements disclosed; reduces conflict risk at entry .
  • Director compensation balanced between cash and stock, with immediate vesting and clear ownership guidelines; deferral option enhances alignment flexibility .

• Watch items / potential red flags:

  • Initial ownership at zero (per Form 3); monitor progress toward $375k ownership guideline within 3 years to assess alignment trajectory .
  • Time commitments: As a public‑company CFO now serving on an external board, the Nominating & Corporate Governance Committee evaluates whether nominees have sufficient time; continued monitoring of attendance and engagement is warranted once disclosed in future proxies .
  • Independence: While Audit/Finance members must be independent under SEC/Nasdaq and Itron states committee members are independent, formal independence determination for Savage should be confirmed in the next proxy cycle .

Supporting Context: Itron Governance & Shareholder Signals

• Itron’s 2024 say‑on‑pay support was ~94%; the Board conducts regular outreach with large shareholders on strategy, governance, and compensation—indicative of constructive investor engagement .
• Board met 8 times in 2024; all then‑serving directors met the 75% attendance threshold; independent directors meet in executive session at least twice annually .
• Board maintains separate Chair/CEO roles; committees operate under updated charters and are fully independent; related‑party reviews are centralized with Audit/Finance and Nominating & Governance committees, with no related‑party transactions reported for 2024 .

Appendix: Appointment & Background Sources

• Appointment effective Aug. 11, 2025; Audit/Finance Committee assignment; no Item 404(a) related‑party transactions; standard non‑employee director compensation applies .
• Press release highlights 30+ years of finance experience and prior roles at UCT, Credence, Protiviti, and KLA‑Tencor .
• Form 3 (filed Aug. 18, 2025) shows no initial beneficial ownership .