Drury joined the board in August 2025, which is less than 24 months ago, so he is exempt from the stock performance trigger; his nearly 40 years of utility industry experience, including serving as CEO of Southern California Gas Company, is directly relevant to Itron's utility-focused business.

Savage joined the board in August 2025, which is less than 24 months ago, so she is exempt from the stock performance trigger; her 30-plus years of senior financial leadership experience, including serving as CFO of a publicly traded technology company, makes her well-suited for her role on the Audit/Finance Committee.

Jaehnert has served since 2015 and the 3-year TSR performance trigger does not apply — Itron's 3-year stock return of +77.5% is strongly positive, and ITRI trails the company-disclosed peer group median by only 9.8 percentage points, well below the 65-point threshold required to trigger a vote against; he holds one other public board seat at Nordson Corporation, which is within the four-seat overboarding limit.

Lande has served since 2015 and the 3-year TSR performance trigger does not apply given the same analysis as above — the 9.8-point underperformance versus the peer group median is far below the 65-point threshold; no overboarding, independence, or attendance issues are noted.

Mirchandani has served since 2023 and the 3-year TSR trigger does not apply for the same reasons as the other long-tenured nominees; as a sitting CEO of Commvault, he holds one outside public board seat (Itron), which is within the two-seat limit for sitting CEOs, and his cybersecurity and technology expertise is directly relevant to Itron's business.