Tim Leyden
ITRONAbout Timothy M. Leyden
Timothy M. Leyden is an independent director of Itron and currently serves as Chair of the Audit/Finance Committee; he is age 73 and has served on Itron’s Board since 2015 . He is a retired Western Digital senior executive with more than 43 years of executive management experience across finance and operations, having held CIO, CFO and COO roles, and is a member of the Chartered Institute of Management Accountants .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital | Senior executive; career includes CIO, CFO and COO roles (across hardware, software, consumer goods sectors) | Not disclosed | Diverse background in finance, operations, manufacturing, IT, strategy; strong M&A experience |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in the proxy for Mr. Leyden (no other current public directorship listed in his biography) |
| Prior public company boards (past 5 years) | Not disclosed in the proxy for Mr. Leyden |
Board Governance
- Independence: Independent director; Itron states all committee members are independent under SEC/Nasdaq rules .
- Committee assignments: Chair, Audit/Finance Committee; 2024 AFC members were Timothy M. Leyden (Chair), Mary C. Hemmingsen, Jerome J. Lande, and Sanjay Mirchandani .
- Financial expertise: All Audit/Finance Committee members determined “financially literate” and “audit committee financial experts” per Item 407(d)(5) .
- Board structure: Itron separates Chair and CEO roles; Board Chair is independent and manages agendas, executive sessions, and liaison duties .
- Class/term: Current Class 2 director with term expiring in 2027 .
- Attendance and engagement: In 2024, the Board met eight times and all directors attended at least 75% of Board and committee meetings; directors are expected to attend annual meetings (some were unable to join the 2024 virtual meeting due to technical issues) .
- Related-party transactions: None required to be disclosed for 2024 .
- Anti-hedging/insider trading: Company policy prohibits hedging and pledging by directors; insider trading policy governs director transactions .
- Shareholder say-on-pay and outreach: 94% of votes cast supported 2024 say‑on‑pay; outreach offered to holders representing >80% of shares outstanding, with meetings covering strategy, governance and pay .
Fixed Compensation (Director)
| 2024 Director Compensation (Timothy M. Leyden) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $205,000 |
| Stock awards (grant date fair value) | $99,557 |
| Option awards | — (none) |
| Total | $304,557 |
| 2024 Director Compensation Structure (Policy) | Amount (USD) |
|---|---|
| Total annual base retainer (non‑employee director) | $275,000 ($75,000 cash; $200,000 stock) |
| Annual committee chair retainer – Audit/Finance (cash) | $30,000 |
| Annual committee member retainer – Audit/Finance (cash) | $10,000 |
| Board Chair retainer (for Chair role, not specific to Leyden) | $375,000 ($130,000 cash; $245,000 stock) |
| Policy for age 65+ | May elect to receive all retainer in cash if meeting stock ownership guidelines |
Notes: Quarterly retainer equity grants to directors vest immediately . Director compensation was benchmarked using peer data from F.W. Cook; the Board last adjusted non‑employee director compensation effective January 1, 2024 .
Performance Compensation (Director)
| Element | Terms |
|---|---|
| Performance-based annual cash bonus | Not applicable to non‑employee directors (no non‑equity incentive plan comp for directors) |
| Equity performance metrics (e.g., PRSUs/TSR for directors) | Not applicable; director retainer equity vests immediately and is not performance‑conditioned |
| Options | None reported for directors in 2024 |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public company boards (Leyden) | Not disclosed in the proxy (no current public directorship listed for Leyden) |
| Compensation Committee interlocks | None (no Itron Compensation Committee member served as an officer/employee; no reciprocal executive/board relationships) |
Expertise & Qualifications
- Executive leadership: 43+ years across CIO, CFO and COO roles .
- Financial literacy: Executive-level finance experience, including former CFO roles; designated audit committee financial expert at the committee level .
- Global experience: Career across U.S. and U.K. multinationals; led teams in Europe, Asia and the Americas .
- M&A experience: Strong background executing mergers and integrations .
Equity Ownership
| Beneficial Ownership (as of March 4, 2025) | Shares | % Outstanding |
|---|---|---|
| Timothy M. Leyden | 15,052 | <1% |
- Footnotes: Includes 1,323 shares for which receipt has been deferred under Itron’s Executive Deferred Compensation Plan . Ownership percentages are based on 45,570,047 shares outstanding as of March 4, 2025; the table denotes “*” for less than 1% .
- Ownership policy: Non‑employee directors are expected to accumulate $375,000 in Itron shares within three years or be making progress; all non‑employee directors comply .
- Hedging/pledging: Company anti‑hedging policy prohibits directors from hedging or pledging Itron stock .
Governance Assessment
- Strengths for investor confidence:
- Independent Audit/Finance Committee Chair with extensive finance and operating experience; committee designated as comprised of “audit committee financial experts” and issued a clean report recommending inclusion of audited financials in the 2024 Form 10‑K .
- Strong governance architecture: independent Chair separate from CEO; independent committees; majority‑independent board; regular executive sessions .
- Engagement and alignment signals: 94% say‑on‑pay support in 2024; robust shareholder outreach; director stock ownership guidelines met; anti‑hedging policy in place .
- No related‑party transactions disclosed in 2024 .
- Watch items:
- Age and tenure: Age 73 with director service since 2015; Itron’s guidelines discourage nominations at 75+ and limit directors to five full terms absent a board determination, implying upcoming refresh considerations within policy parameters .
- Compensation mix context: Policy permits directors age 65+ to elect cash in lieu of stock if ownership guidelines are met; Leyden’s 2024 mix skewed more to cash than the standard structure, though he remains compliant with ownership guidelines and equity grants vest immediately .