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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material under §240.14a-12
​
ITERIS, INC.
​
Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12


(Name of Registrant as Specified In Its Charter)
​
ITERIS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



(1)

Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
​
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
(1)
Title of each class of securities to which transaction applies:
​
​
(2)
Aggregate number of securities to which transaction applies:
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(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
Proposed maximum aggregate value of transaction:
​
​
(5)
Total fee paid:
​
​
☐
Fee paid previously with preliminary materials.
​
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
​
(1)
Amount Previously Paid:
​
​
(2)
Form, Schedule or Registration Statement No.:
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(3)
Filing Party:
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(4)
Date Filed:
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​

TABLE OF CONTENTS

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LOGO

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
OF ITERIS, INC.
TO BE HELD NOVEMBER 8, 2017SEPTEMBER 10, 2020

To the Stockholders of Iteris, Inc.:

NOTICE IS HEREBY GIVEN that the 20172020 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Iteris, Inc., a Delaware corporation, will be held on November 8, 2017September 10, 2020 at 10:2:00 a.m.p.m. Pacific Time, held exclusively online by means of a live webcast over the Internet at our principal executive offices located at 1700 Carnegie Avenue, Suite 100, Santa Ana, CA 92705,www.meetingcenter.io/287381059, for the following purposes, as more fully described in the proxy statement accompanying this Notice:notice:
1.

    1.

To elect JoeJ. Joseph (“Joe”) Bergera, Kevin C. Daly, Ph.D., Scott E. Deeter,Anjali Joshi, Gerard M. Mooney, Luke P. Schneider, Laura L. Siegal, Thomas L. Thomas and Mikel H. WilliamsDennis W. Zank to the Board of Directors, each to hold such office until the next annual meeting of stockholders orand until his or her successor is elected and qualified.
​
2.

2.
To conduct an advisory vote to approve the Iteris, Inc. Employee Stock Purchase Plan.compensation of our named executive officers, as described in the proxy statement accompanying this notice.
​
3.

3.
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018.2021.
​
4.

4.
To transact any other business that may properly come before the Annual Meeting or any adjournment(s)adjournments or postponement(s)postponements thereof.

​
All stockholders are cordially invited to attend the Annual Meeting virtually this year. There will be no physical in-person meeting location for the Annual Meeting. All stockholders of record as of the close of business on September 11, 2017July 20, 2020 are entitled to notice of and to vote at the Annual Meeting, and at any postponement(s)and all postponements or adjournment(s)adjournments thereof. You are cordially invited toIt is important that all of our stockholders be present and to voterepresented at thisour Annual Meeting. Whether or not you plan to attend it is important that your shares be represented and voted at the Annual Meeting. You canMeeting virtually or not, we urge you to vote your shares by completing and returning the enclosedsubmitting your proxy card. Ifas soon as possible. Submitting your shares are held in "street name" (i.e., your shares are held in the name of a brokerage firm, bank or other nominee), in lieu of a proxy card you should receive from that institution an instruction form for voting by mail and you may also be eligible to vote your shares electronically over the Internet or by telephone. If you receive more than one proxy card or voting instruction form becausedoes not affect your shares are held in multiple accounts or registered in different names or addresses, please sign, date and returneach proxy card or voting instruction formright to ensure that all of your shares are voted. You may revoke your proxy at any time prior tovote during the Annual Meeting. IfMeeting if you attend the Annual Meeting and vote by ballot, any proxy that you previously submitted will be revoked automatically and only your vote at the Annual Meeting will be counted. For further information, please see the discussion of voting rights and proxies beginning on page 1 of the enclosed proxy statement.

Santa Ana, California
September 25, 2017		BY ORDER OF THE BOARD OF DIRECTORS



GRAPHIC
Joe Bergera
Chief Executive Officer

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.

LOGO

ITERIS, INC.
1700 Carnegie Avenue, Suite 100
Santa Ana, California 92705


PROXY STATEMENT
FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 8, 2017


General

        These proxy materials and the enclosed proxy card are being furnished in connection with the solicitation of proxies by the Board of Directors of Iteris, Inc., a Delaware corporation ("Iteris," the "Company," "we," "our" and "us"), to be voted at the 2017 Annual Meeting of Stockholders (the "Annual Meeting") to be held on November 8, 2017 and at any adjournment(s) or postponement(s) of the meeting. The Annual Meeting will be held at 10:00 a.m. Pacific Time, at our principal executive offices located at 1700 Carnegie Avenue, Suite 100, Santa Ana, CA 92705. These proxy materials and the form of proxy are expected to be mailed to our stockholders, who are entitled to vote at the Annual Meeting, on or about September 29, 2017.

Purpose of Meeting

        The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of the Annual Meeting of Stockholders and are described in more detail in this proxy statement.

Internet Availability of Materials

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 8, 2017: The proxy statement, proxy card, and Annual Report on Form 10-K and Form 10-K/A, as amended, for the fiscal year ended March 31, 2017 (the "Annual Report") are available at www.edocumentview.com/ITI, or at www.envisionreports.com/ITI for registered holders (Internet voting included).

Voting Rights

        The record date for determining those stockholders who are entitled to notice of, and to vote at, the Annual Meeting has been fixed as September 11, 2017. At the close of business on the record date, 32,628,528 shares of our Common Stock, par value $0.10 per share, were outstanding and no shares of our Preferred Stock were outstanding. Each stockholder is entitled to one vote for each share of Common Stock held by such stockholder as of the record date.

        The presence in person or by proxy of the holders of a majority of the outstanding shares of the Common Stock entitled to vote will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

        In the election of directors under Proposal One, directors will be elected by a plurality of the votes cast at the Annual Meeting, unless cumulative voting is in effect. Pursuant to our bylaws, no stockholder is entitled to cumulate his or her votes for candidates other than those whose names have been placed in nomination prior to the commencement of voting and unless at least one stockholder


has given notice prior to commencement of voting of his or her intention to cumulate votes. If any stockholder has given such notice, then each stockholder may cumulate votes by multiplying the number of shares of common stock the stockholder is entitled to vote by the number of directors to be elected. The number of cumulative votes thus determined may be voted all for one candidate or distributed among several candidates, at the discretion of the stockholder. The candidates receiving the highest number of votes, up to the number of directors to be elected, will be elected. If cumulative voting is in effect, the persons named in the accompanying proxy will vote the shares of common stock covered by proxies received by them (unless authority to vote for directors is withheld) among the named candidates as they determine.

        With regard to each of the other proposals, the affirmative vote of the holders of a majority of our common stock present or represented by proxy and entitled to vote at the Annual Meeting is being sought.

        If you hold your shares in "street name" (i.e., your shares are held in the name of a brokerage firm, bank or other nominee (each, a "custodian")), your custodian is considered to be the stockholder of record for purposes of voting at the Annual Meeting. Your custodian is required to vote your shares on your behalf in accordance with your instructions. If you do not give instructions to your custodian, your custodian is permitted to vote your shares with respect to "routine" matters, such as the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm under Proposal Three. However,virtually. Also, if you do not give instructions to your custodian, your custodian will NOT be permitted to vote your shares with respect to "non-routine" matters. All other proposals described in this proxy statement are considered non-routine matters. Accordingly, if you do not give your custodian specific instructions for voting on each of the other proposals, then your shares will be treated as "broker non-votes" with respect to such proposal(s) and will not be voted on the proposal(s) for which you did not provide instructions.

        All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions, and broker non-votes. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions will be counted towards the tabulations of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes will not be counted for purposes of determining whether a proposal has been approved.

Voting

        You may vote by one of the following ways: (i) by mail, (ii) electronically over the Internet or by telephone, or (iii) by ballot in person at the Annual Meeting. If you are a "registered holder" (i.e., your shares are registered in your own name through our transfer agent), you may vote by returning a completed proxy card in the enclosed postage-paid envelope or through the Internet at www.envisionreports.com/ITI. If your shares are held in "street name", in lieu of a proxy card you should receive a voting instruction form from that custodian by mail. The voting instruction form should indicate whether the custodian has a process for beneficial holders to vote over the Internet or by telephone. Stockholders who vote over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers. If your voting instruction form does not reference Internet or telephone information, please complete and return the paper voting instruction form in the self-addressed, postage-paid envelope provided.

        If you are a registered holder, you may also vote your shares in person at the Annual Meeting. If your shares are held in street name and you wish to vote in person at the meeting, you must obtain a proxy issued in your name from the record holder and bring it with you to the Annual Meeting. We


recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

Proxies

        Please use the enclosed proxy card to vote by mail. If your shares are held in street name, then in lieu of a proxy card you should receive from that custodian an instruction form for voting by mail, the Internet or by telephone. If you receive more than one proxy card or voting instruction form because your shares are held in multiple accounts or registered in different names or addresses, please be sure to complete, sign, date and returneach proxy card or voting instruction form to ensure that all of your shares are voted. Please note that stockholders who wish to submit questions at the Annual Meeting must do so in advance. You will be voted. Onlyfind instructions for how to submit such questions in this proxy cards and voting instruction forms that have been signed, dated, and timely returned (or otherwise properly voted by Internet statement.

Santa Ana, California
   July 27, 2020
BY ORDER OF THE BOARD OF DIRECTORS
[MISSING IMAGE: sg_joebergera-bw.jpg]
Joe Bergera
Chief Executive Officer
​
​​YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE BY PROXY PRIOR TO THE MEETING. IF YOU CHOOSE TO VOTE BY MAIL, PLEASE DO SO PROMPTLY TO ENSURE YOUR PROXY ARRIVES IN SUFFICIENT TIME.​​

TABLE OF CONTENTS​

TABLE OF CONTENTS
​​​Page​
Notice of the Annual Meeting of Stockholders​​​​​​​
Questions and Answers About the Annual Meeting and Voting
​​​​1​​
Proposal 1: Election of Directors
​​​​7​​
Director Nominees
​​​​8​​
Corporate Governance, Board Meetings and Committees
​​​​10​​
Criteria for Director Candidate Qualifications
​​​​12​​
Selection Process for Nomination of Director Candidate
​​​​13​​
Director Tenure and Refreshment
​​​​14​​
Risk Oversight Role
​​​​15​​
Director Compensation
​​​​17​​
Compensation Committee Interlocks and Insider Participation
​​​​19​​
Proposal 2: Advisory Vote Regarding Executive Compensation
​​​​20​​
Executive Officers
​​​​21​​
Executive Compensation and Other Information
​​​​22​​
Executive Compensation
​​​​22​​
Fiscal 2020 Business Results Summary
​​​​22​​
Fiscal 2020 Executive Compensation Results Overview
​​​​22​​
Characteristics of our Executive Compensation Program
​​​​24​​
Impact of 2019 Say-on-Pay Vote
​​​​24​​
Compensation Philosophy and Objectives
​​​​25​​
Annual Review of Cash and Equity Compensation; Role of Compensation Consultant
​​​​25​​
Peer Groups
​​​​26​​
Compensation Components and Structure
​​​​27​​
Benefit Plans
​​​​31​​
Incentive Compensation Clawback Policy
​​​​31​​
Policy against Hedging and Pledging
​​​​31​​
Compensation Risk Assessment
​​​​32​​
Tax Deductibility of Executive Compensation
​​​​32​​
Accounting for Stock-Based Compensation
​​​​32​​
Compensation Committee Report
​​​​33​​
Executive Compensation Tables
​​​​34​​
Summary Compensation Table
​​​​34​​
Fiscal 2020 Grant of Plan-Based Awards Table
​​​​35​​
Outstanding Equity Awards at 2020 Fiscal Year End
​​​​36​​
Fiscal 2020 Option Exercises and Stock Vesting Table
​​​​36​​
Potential Payments upon Termination of Employment and Change in Control
​​​​37​​
Indemnification of Directors and Officers
​​​​39​​
Equity Compensation Plan Information
​​​​40​​
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm
​​​​41​​
Matters Related to Independent Registered Public Accounting Firm
​​​​42​​
Fees Paid to Independent Registered Public Accounting Firm
​​​​42​​

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​​​Page​
Audit Committee Pre-Approval Policies and Procedures
​​​​42​​
Audit Committee Report
​​​​42​​
Stock Ownership of Certain Beneficial Owners and Management
​​​​44​​
Environmental, Social, Governance and Related Matters
​​​​46​​
Additional Matters
​​​​46​​
Transactions with Related Persons
​​​​46​​
Delinquent Section 16(a) Reports
​​​​46​​
Annual Report
​​​​47​​
Delivery of Documents to Stockholders Sharing an Address
​​​​47​​
Deadline for Receipt of Stockholder Proposals
​​​​47​​
Other Matters
​​​​48​​

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​
Proxy Statement
For telephone) will be counted in the quorum and voted. Properly executed proxies will be voted in the manner directed by the stockholders. If the proxy does not specify how the shares represented thereby are 2020 Annual Meeting of Stockholders
of Iteris, Inc. to be voted, the proxy will be voted (i) FOR the election of the directors proposed by our Held on September 10, 2020
​
The Board of Directors (the "Board"“Board”) under Proposal Oneof Iteris, Inc., a Delaware corporation (sometimes referred to as “Iteris,” the “Company,” “we,” “us,” or “our”), is soliciting your proxy for the Company’s 2020 Annual Meeting of Stockholders and (ii) FORany and all adjournments or postponements of such meeting (the “Annual Meeting”). Due to the approvalcoronavirus (“COVID-19”) pandemic, for the safety of eachall of our people, including our stockholders, employees and their families, and taking into account recent federal, state and local guidance that has been issued, we have determined that the other proposals as describedAnnual Meeting will be held in a virtual-only meeting format, via the Internet, with no physical, in-person meeting. The Annual Meeting will be held at 2:00 p.m. Pacific Time on September 10, 2020, through the virtual meeting live webcast site located at www.meetingcenter.io/287381059. At our Annual Meeting, stockholders will be able to attend and vote by visiting www.meetingcenter.io/287381059. Please note that stockholders who wish to submit questions at the Annual Meeting must do so in advance. You will find instructions for how to submit such questions in this proxy statement. The approximate date on which this proxy statement and the accompanying notice.

        The enclosed proxy also grantsmaterials are first being released to the proxy holders discretionary authority to vote on any other business that may properly come before the Annual Meeting as well as any procedural matters. We have not been notified by any stockholder of an intent to present a stockholder proposal at the Annual Meeting.

        If your shares are held in your name, you may revoke or change your vote at any time before the Annual Meeting by filing a notice of revocation or another signed proxy card with a later date with our Secretary at ourCompany’s stockholders is July 27, 2020. Our principal executive offices. If your sharesoffices are heldlocated at 1700 Carnegie Avenue, Suite 100, Santa Ana, California 92705.

References in street name, you should contactthis proxy statement to fiscal years refer to the record holderCompany’s fiscal year ended March 31 of the referenced year. For example, “Fiscal 2019” refers to obtain instructions if you wishthe fiscal year ended March 31, 2019, “Fiscal 2020” refers to revoke or change your vote before the Annual Meeting. If you attendfiscal year ended March 31, 2020 and “Fiscal 2021” refers to the Annual Meeting and vote by ballot, any proxy that you submitted previously to vote the same shares will be revoked automatically and only your vote at the Annual Meeting will be counted.fiscal year ending March 31, 2021.
​​
Important Notice Regarding the Availability of Proxy Materials
​​
​​      This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (the “Annual Report”) is available on the Internet by accessing www.edocumentview.com/ITI, or at www.envisionreports.com/ITI for registered holders. Information on this website does not constitute part of this Proxy Statement and shall not be deemed incorporated by reference therein.​​
Please note, however, that if your shares are held in street name, your vote in person at the Annual Meeting will not be effective unless you have obtained and present a proxy issued in your name from the record holder.Q Attendance atuestions and Answers About the Annual Meeting Annual Meeting and Voting
Who is soliciting this proxy and who will not, by itself, revoke a proxy.bear the cost of soliciting this Proxy Statement?

Solicitation

The enclosed proxy is being solicited by our Board of Directors. We Iteris will bear the entire cost of proxy solicitation, including the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card, and any additional material furnished to the stockholders. Copies of the solicitation materials will be furnished to brokerage houses, fiduciaries, and custodiansnominees holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, we may reimburse such persons for their reasonable expenses in forwarding the solicitation materials to the beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by personal contact, telephone, facsimile, e-mail or any other means by our directors, officers, or employees. No additional compensation will be paid to these individuals for any such services.

In the discretion of management, we reserve the right to retain a professional firm of proxy solicitors to assist in solicitation of proxies. Although we do not currently expect to retain such a firm, we estimate that the fees of such firm would range from $5,000 to $20,000 plus out-of-pocket expenses, all of which would be paid by us.


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Where and when will the Annual Meeting take place?
The Annual Meeting will be held virtually, on Thursday, September 10, 2020, at 2:00 p.m., Pacific Time, via the Internet at www.meetingcenter.io/287381059. The password is ITI2020. Online check-in will begin at 1:30 p.m., Pacific Time, to allow time for online check-in procedures.
At our virtual Annual Meeting, stockholders will be able to attend and vote via the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to ask questions and vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials. Please note that stockholders who wish to submit questions at the Annual Meeting must do so in advance of the Annual Meeting. You will find instructions for how to submit such questions below in this proxy statement.
How do I register to attend the Annual Meeting virtually on the Internet?
If you are a registered stockholder (i.e., you hold your shares directly in your name through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. However, you will need to submit any questions you would like to ask at the Annual Meeting in advance. You will find instructions for how to submit such questions below in this proxy statement.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.
To register to attend the virtual Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Iteris holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received PROPOSAL ONE:no later than 2:00p.m., Pacific Time September 7, 2020.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:
By email:
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:
Computershare
ELECTIONIteris Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
Why a virtual Annual Meeting format?
Due to the COVID-19 pandemic, for the safety of all of our people, including our stockholders, employees and their families, and taking into account recent federal, state and local guidance that has been issued, we have determined that the Annual Meeting will be held in a virtual-only meeting format, with no physical, in-person meeting. We are excited to embrace the latest technology to provide expanded access, enhanced communication and cost savings for our stockholders and the Company.
You will be able to attend the Annual Meeting online and vote during the Annual Meeting electronically by visiting www.meetingcenter.io/287381059. Please note that stockholders who wish to submit questions at the Annual Meeting must do so in advance of the Annual Meeting. You will find instructions for how to submit such questions below in this proxy statement.

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What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may experience in accessing the virtual Annual Meeting. If you encounter any technical difficulties in accessing the virtual Annual Meeting during the check-in or meeting time, please call:
Tel # (Toll-free): 800-962-4284
Tel # (Toll line): +1 781-575-3120 (International)
        On February 23, 2017,Who is entitled to vote at the Annual Meeting?
You are entitled to vote your shares of our common stock at the Annual Meeting if you owned the shares as of the close of business on July 20, 2020 (the “Record Date”). As of the Record Date, there were a total of 40,909,820 shares of our common stock outstanding and entitled to vote at the Annual Meeting. No shares of our preferred stock are currently outstanding. You are entitled to one vote for each share of common stock that you own.
What matters will be voted upon at the Annual Meeting and what are the Board increasedof Director’s recommendations for the proposals?
The only matters that we currently expect will be voted on at the Annual Meeting are the following proposals, and the Board’s recommendation to you regarding such proposals is set forth opposite each proposal below:
Proposals​​
Board’s
Recommendation
​
1.    Election of the Board of Directors.​​✓ FOR each nominee​
2.    Approval, by advisory vote, of the compensation of our named executive officers, as described in this proxy statement.​​✓ FOR​
3.    Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021.​​✓ FOR​
The foregoing proposals are described in more detail in this proxy statement.
What if other matters come up at the Annual Meeting?
Other than the three items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If other matters are properly presented at the Annual Meeting, the persons designated in the proxy cards, Joe Bergera and Douglas L. Groves, will vote your shares in their discretion.
What constitutes a quorum for the Annual Meeting?
The presence in person or by proxy of the holders of a majority of the shares entitled to vote at the Annual Meeting shall constitute a quorum for the transaction of business at such meeting. If you sign and return your proxy card or authorize a proxy to vote through the Internet or by telephone, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials. If a quorum is not present at the scheduled time of the Annual Meeting, the Annual Meeting may be adjourned until a quorum is present. Both abstentions and broker non-votes (as described below) are counted for the purpose of determining the presence of a quorum.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder of Record.   If your shares are registered directly in your name with our transfer agent, you are considered to be the stockholder of record of such shares, and we are sending the notice and these

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proxy materials directly to you. If you are a record stockholder, you should have received a proxy card with this proxy statement for you to use to vote your shares
Beneficial Owner.   If your shares are held in a brokerage account or by a bank, trustee or other nominee (each a “Nominee”), you are considered the beneficial owner of shares held in street name, and the notice and proxy materials are being forwarded to you on behalf of your Nominee. As the beneficial owner, you have the right to direct your Nominee how to vote your shares. Your Nominee has enclosed a voting instruction form with this proxy statement for you to use in directing the Nominee how to vote your shares.
Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy from the Nominee who holds your shares giving you the right to vote the shares at the Annual Meeting.
How do I vote my shares?
You may vote your shares prior to the Annual Meeting in any one of the following ways: (i) by mail, (ii) electronically over the Internet or (iii) by telephone. If you are a stockholder of record, you may vote by returning a completed proxy card in the enclosed postage-paid envelope or through the Internet or by telephone as described on your proxy card. If your shares are held in street name, in lieu of a proxy card, you should receive a voting instruction form from your Nominee by mail. The voting instruction form should indicate whether the Nominee has a process for beneficial holders to vote over the Internet or by telephone. Stockholders who vote over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers. Stockholders who do not desire to vote over the Internet or by telephone may complete and return the paper voting instruction form in the self-addressed, postage-paid envelope provided.
If you are a stockholder of record, you may also vote your shares electronically during the Annual Meeting over the Internet only. Shares held through a broker or nominee may be voted via the Internet only if you obtain a legal proxy from the broker or nominee that holds your shares giving you the right to vote the shares. Please go to www.meetingcenter.io/287381059, at the time of the meeting, have your control number available (which can be found on your proxy card form) and follow the instructions to participate in the virtual meeting. Those stockholders that held their shares in street name as of the Record Date will need to register prior to the meeting (see above question — “How do I register to attend the Annual Meeting virtually on the Internet?”). We recommend that you vote your shares in advance as described above to ensure your vote will be counted if you later decide not to attend the Annual Meeting.
Will I be able to submit a question during the Annual Meeting?
All stockholder questions for the Annual Meeting must be submitted in advance of the Annual Meeting by submitting them via Computershare meeting center website (www.meetingcenter.io/287381059) and entering your Computershare-issued control number (found on your proxy card form) and the meeting password ITI2020. All questions must be sent by 5:00 p.m., Pacific Time, on September 9, 2020. Stockholders will not be able to otherwise submit questions during the Annual Meeting.
What are broker non-votes and how are broker non-votes treated?
Broker non-votes occur when shares held in street name by a Nominee for a beneficial owner are not voted with respect to a particular proposal because (i) the Nominee does not receive voting instructions from the beneficial owner, and (ii) the Nominee lacks discretionary authority to vote the shares. We will treat broker non-votes as follows:
•
Broker non-votes will not be treated as shares present and entitled to vote for purposes of any matter requiring the affirmative vote of a majority or other proportion of the shares present and entitled to vote (even though the same shares are considered present for quorum purposes and may be entitled to vote on other matters). Thus, a broker non-vote will not affect the outcome of the voting on a proposal for which the minimum affirmative vote required for approval of the proposal is a plurality or a majority (or some other percentage) of (i) the votes actually cast, or (ii) the shares present and entitled to vote.
​

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•
Broker non-votes will have the same effect as votes against a proposal for which the minimum affirmative vote required for approval of the proposal is a majority (or some other percentage) of all shares outstanding and entitled to vote.
​
A Nominee only has discretionary authority to vote shares on a proposal that is considered a “routine” matter under applicable rules and related guidance. Proposal 3 for the ratification of the appointment of our independent registered public accounting firm is considered a “routine” matter and, accordingly, a Nominee has discretionary authority to vote shares on such proposal. The other proposals included in this proxy statement are considered “non-routine” matters. As such, a Nominee does not have discretionary authority to vote shares on such proposals. Accordingly, your shares may be voted on Proposal 3 if they are held in the name of a brokerage firm even if you do not provide the brokerage firm with voting instructions. Proposals 1 and 2 are considered “non-routine” matters. Therefore, if you do not provide voting instructions to your brokerage firm, no vote for your shares will be cast with respect to these proposals and a broker non-vote will result for these shares.
What vote is required to elect a director?
For Proposal 1, you may vote “FOR” or “AGAINST” any director nominee or you may abstain from voting with respect to a director nominee’s election. In an uncontested director election, a nominee must receive the affirmative vote of a majority of the votes cast with respect to that nominee to be elected. As such, the number of shares voted “FOR” a director nominee must exceed the number of votes cast as “AGAINST” that nominee’s election. In a contested director election (i.e., where the number of nominees exceeds the number of directors to be elected), then each director nominee shall be elected by a plurality of the votes of shares properly represented and entitled to vote in such election at such meeting. For purposes of the election of directors, abstentions and broker non-votes, if any, will be excluded from sixthe vote and will not be counted in determining the outcome of a director’s election.
What happens if a majority of the votes cast are not voted in favor of a director nominee?
Pursuant to seventhe procedures set forth in the Company’s bylaws, in the event that a nominee who is already a director of the Company does not receive a majority of the votes cast with respect to such nominee in an uncontested election of directors, such nominee is required to promptly tender his or her resignation to the Board for consideration. If a director’s resignation is not accepted, that director will continue to serve until our next annual meeting of stockholders and appointed Scott E. Deeter tohis or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. If the Board accepts the director’s resignation, it may, in its sole discretion, either fill the resulting vacancy created byor decrease the increase. Pursuantsize of the Board to eliminate the vacancy.
What is the required vote for approval of Proposals 2 and 3?
For each of the other proposals, you may vote “FOR” or “AGAINST” the proposal or you may abstain from voting on the proposal. The approval of Proposals 2 and 3 will require the affirmative vote of a letter agreement dated August 16, 2017 betweenmajority of the Companyshares represented and D. Kyle Cerminara (the "Agreement"), Mr. Cerminara agreed notentitled to stand for re-electionvote at the Annual Meeting. As a resultFor purposes of Proposals 2 and 3, broker non-votes will not affect the outcome of the decision set forthvoting on these proposals and abstentions will have the same effect as a vote against these proposals.
May I change my vote or revoke my proxy?
Yes. There are several ways in which you may revoke your proxy or change your voting instructions before the time of voting at the Annual Meeting, as follows:
•
Vote again by telephone or at the Internet website.
​
•
Transmit a revised proxy card or voting instruction form that is dated later than the prior one.
​
•
Stockholders of record may vote electronically during the Annual Meeting, at the Internet website.
​
•
Stockholders of record may notify the Company’s Corporate Secretary in writing that a prior proxy is revoked.
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Please note that, in order to be counted, the revocation or change must be received by the Company prior to the close of the Annual Meeting on September 10, 2020. The latest-dated, timely, properly completed proxy that you submit to the Company, whether by mail, telephone or the Internet, will count as your vote. If a vote has been recorded for your shares and you subsequently submit a proxy card that is not properly signed and dated, then the previously recorded vote will stand.
Is cumulative voting permissible?
No. Cumulative voting is not permitted by our certificate of incorporation.
Will I have appraisal or similar dissenters’ rights in connection with the proposals to be voted on at the Annual Meeting?
No. You will not be entitled to appraisal or similar dissenters’ rights in connection with the proposals to be voted on at the Annual Meeting.
How will my shares be voted?
Any proxy that you submit and that is not revoked will be voted as you direct. If you are a stockholder of record and you indicate when voting through the Internet or by telephone that you wish to vote as recommended by our Board, or if you sign and return a proxy card without giving specific voting instructions, then the persons designated as proxy holders in the Agreement, on August 21, 2017,accompanying proxy cards will vote your shares as follows:
•
“FOR” the election of each of the persons nominated by the Board adoptedin Proposal 1.
​
•
“FOR” the approval, by advisory vote, of the compensation of our named executive officers, as described in this proxy statement.
​
•
“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending March 31, 2021.
​
If you are a resolutionbeneficial owner of shares of our common stock and your Nominee does not receive instructions from you about how your shares are to setbe voted, then your Nominee will have the number of directorsdiscretion to vote your shares on the Board“routine” matter being considered at six (6), effective upon the Annual Meeting, but will not be able to vote your shares on the “non-routine” matters being considered at the Annual Meeting, meaning that broker non-votes will result for these matters.
In the event any director nominee declines or is unable to serve as a director at the time of the Annual Meeting (which is not anticipated), the persons named in the enclosed proxy card will vote for the election of such person or persons as may be designated by the present Board. As to any other business or matters which might otherwise properly come before the Annual Meeting, the enclosed proxy grants the proxy holders discretionary authority to vote on any other business that may properly come before the Annual Meeting, as well as any procedural matters. We have not been notified by any stockholder of any intention to present a stockholder proposal at the Annual Meeting.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

If you share an address with another stockholder, you may receive only one set of proxy materials unless you have provided instructions to the contrary. If you wish to receive a separate set of proxy materials now, please send your request to: Iteris, Inc., 1700 Carnegie Avenue, Suite 100, Santa Ana, CA 92705, Attention: Corporate Secretary. A separate set of proxy materials will be sent promptly following receipt of your request. You may also contact us if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.
        SixWho will count the votes?
The inspector of election for the Annual Meeting, who is appointed by the Board, will count the votes. It is expected that a representative of our transfer agent will serve as the inspector of election.

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Proposal 1: Election of Directors
Seven persons have been nominated for election at the Annual Meeting. All directors are elected annually and hold office until the next annual meeting of stockholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. On the recommendation of the Nominating and Corporate Governance Committee (the "NCG Committee"“NCG Committee”), our Board of Directors selected and approved the following persons as nominees for election at the Annual Meeting: (1) Joe Bergera, (2) Kevin C. Daly, Ph.D., (3) Scott E. Deeter, (4)Anjali Joshi, Gerard M. Mooney, (5)Luke P. Schneider, Laura L. Siegal, Thomas L. Thomas and (6) Mikel H. Williams.Dennis W. Zank. Each nominee is currently a member of our Board of Directors and has agreed to serve if elected.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR each of the nominees named above.

We have no reason to believe that any of the director nominees will be unavailable to serve. In the event any of the director nominees named herein is unable to serve or declines to serve at the time of the Annual Meeting, the personsproxy holders named in the enclosed proxy will exercise discretionary authority to vote for substitutes. Unless otherwise instructed,
Voting Requirements
In May 2018, our Board approved an amendment to the proxy holdersCompany’s bylaws to implement a majority voting requirement for uncontested elections of directors. As a result, in such elections, a nominee must receive the affirmative vote of a majority of the votes cast with respect to that nominee. This means that the number of shares voted “FOR” a director nominee must exceed the number of votes cast as “AGAINST” that nominee’s election. In a contested election of directors (i.e., where the number of nominees exceeds the number of directors to be elected), then each director nominee shall be elected by a plurality of the votes of shares properly represented and entitled to vote in such election at such meeting. If the plurality voting standard applies, the available director seats will votebe filled with the proxies received by them FOR the nominees named above.

Stockholder Approval

        The six candidates receiving the highest number of votes cast at such meeting.

Any director may resign at any time upon providing notice to the Annual MeetingCompany. Our Board has adopted a resignation policy, which requires that any incumbent director nominee who fails to receive the requisite majority vote in an uncontested election must tender to the Board for its consideration his or her resignation from the Board and from all of the Board committees on which he or she serves. The Board will be electedthen assess the appropriateness of such nominee continuing to serve as our directors. However, if cumulative voting isa director. In its discretion, the Board will decide whether or not to accept or reject the resignation. The policy also provides that any director who tenders his or her resignation will not participate in effect, the proxy holders will haveBoard action regarding the right to cumulate and allocate votes among those nominees standing for election asconsideration of such proxy holders in their discretion elect (as described above).

resignation.


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Recommendation of the Board of Directors

Our Board of Directors recommends a vote "FOR"“FOR” each of the director nominees listed above.

Director Nominees

The table and narrative below set forth information as of September 11, 2017July 24, 2020 regarding each director nominee, including the year they first became directors of Iteris, their business experience during at least the past five years, the public company boards on which they currently serve on or have served on during the past five years, and certain other biographical information and attributes that the NCG Committee determined qualify them to serve as directors.information. The NCG Committee believes that these persons have the following other key attributesqualifications in competencies and expertise that are important to an effective board of directors: integritydirectors, as further detailed in “Director Qualifications Matrix” under Corporate Governance, Board Meetings and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of experience


Committees below.

and thought; and the commitment to devote significant time and energy to service on the Board and its committees.

Name​​Age​​
Name
AgeCurrent Position(s) with Iteris​

J. Joseph ("Joe"(“Joe”) Bergera

​​5356​​Chief Executive Officer, President and Director​

Kevin C. Daly, Ph.D.(1)(2)Anjali Joshi(3)(4)

​​7360​​Director

Scott E. Deeter

54Director​

Gerard M. Mooney(1)Mooney(1)(3)(4)

​​6466​​Director​

Thomas L. Thomas(2)Thomas(2)(3)(4)

​
​​6871​​Chairman of the Board​
Lucas (“Luke”) P. Schneider(2)
​​52​​Director​

Mikel H. Williams(1)(3)Laura L. Siegal

(1)(2)
​​6057​​Director​
Dennis W. Zank(1)
​​65​​Director​
​
(1)

Current member of the Audit Committee
​
(2)

(2)
Current member of the Compensation Committee
​
(3)

(3)
Current member of the Nominating and Corporate Governance Committee
​
(4)

(4)
Current
Our bylaws provide that our Chairman of the Board is also an ex-officio member of the Finance and Strategy Committeeeach of our Board committees.

​
JoeJ. Joseph (“Joe”) Bergera has served as our President and Chief Executive Officer and as a director since September 2015. Prior to joining us, Mr. Bergera served as Group Vice President, Software of Roper Technologies, Inc. (formerly, Roper Industries) since September 2011 and as President of iTradeNetwork, a Roper subsidiary, since August 2013. He was the Executive Vice President and General Manager, Tax Solutions at CCH Wolters Kluwer from March 2011 to September 2011 and served in senior executive positions with Sage Software from 2004 to March 2011, most recently as Executive Vice President, Global CRM. Prior to Sage Software, Mr. Bergera held senior roles at Infovista, Astrolink, MicroStrategy, and American Management Systems (acquired by CGI, Inc.). Mr. Bergera holds a B.A. degree in Government from Colby College, an M.B.A. from the Booth School of Business at the University of Chicago and an A.M. in Public Policy from the Harris School of Public Policy at the University of Chicago. Mr. Bergera has over 20 years of experience in technology-related companies and provides extensive management and global software and service industry knowledge to the Board.

Kevin C. Daly, Ph.DAnjali Joshi served as our interim Chief Executive Officer from February 2015 to September 2015. Prior to his service as our interim CEO, Dr. Daly served as the CEO of Maxxess Systems, Inc., a provider of electronic security systems, from November 2005. Between August 2007 and August 2009, Dr. Daly also served as CEO of iStor Networks, Inc., a manufacturer of IP SAN storage systems. Prior to that, he served as the CEO of several technology companies, including Avamar Technologies, Inc. and ATL Products, Inc. Dr. Daly served on the board of directors of sTec, Inc., a provider of solid state disk systems, from May 2010 until the acquisition of sTec in September 2013 by Western Digital Corporation. Dr. Daly received a B.S. degree in Electrical Engineering from the University of Notre Dame and M.S., M.A. and Ph.D degrees in Engineering from Princeton University. He has served as a director of Iteris since 1993. HavingJune 2020. Until March 2019, Ms. Joshi served as Vice President of Product Management at Google, Inc. (“Google”), where she led Google’s product efforts focused on emerging markets. Prior to that, Ms. Joshi held various positions at Google from 2006 to 2016, including product development teams for Search and Image Search products, product management teams for Maps, Translate News and Global Infrastructure, and early efforts for Google Cloud and Fiber To The Home. Prior to Google, Ms. Joshi served as Executive Vice President of engineering for Covad Communications, Inc., a company providing voice and data communications products and services to consumers and businesses, from 1998 to 2003, and helped grow the CEOcompany from a start-up to a public company. Before that, she held positions at AT&T Bell Labs, working in the areas of several technology companiesvoice and high-speed data from 1990 to 1998. Since November 2019, Ms. Joshi has served as a directorboard member of both privateLattice Semiconductor, a provider of low power FPGA solutions. Since September 2019, Ms. Joshi has served as a board member of MobileIron, a provider of mobile security solutions. Since July 2017, Ms. Joshi has served as a board member of The McClatchy Company, a publisher of newspapers and public companies, Dr. Daly offers toprovider of digital marketing services, where she serves as a member of the Boardcompensation committee. She earned a wealthbachelor’s

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degree in electrical engineering from the Indian Institute of Technology, a master’s degree in computer engineering from the State University of New York at Buffalo, New York, and a master’s degree in management and leadership experience, as well as an understanding of issues faced by such companies.

science from Stanford University.

Scott E. DeeterGerard M. Mooney has served as a director of Iteris since February 23, 2017.September 2013. Mr. Deeter has served as Ventria Bioscience Inc.'s President and CEO and as a director since 2002. Ventria is the first company to commercialize recombinant proteins derived from a plant-based manufacturing system. From 1999 to 2001, he served as President and CEO and as a director of CyberCrop.com Incorporated, a supply chain software company connecting producers with their markets to optimize quality, logistics and efficiency. From 1996 to 1998, Mr. Deeter served as Vice President of Agriculture of Koch Industries, Inc. Previously, Mr. Deeter held various positions at Cargill, Incorporated as well as started and led a joint venture between Cargill and F. Hoffmann-La Roche, Ltd. that commercialized pharmaceutical intermediates and functional food ingredients. Earlier in his career, Mr. Deeter was a


member of the Technology and Life Sciences Group of Salomon Brothers Inc. He received a BSc degree in Economics from the University of Kansas; an M.B.A. from the University of Chicago; and an MSc degree in Economics from the London School of Economics. Mr. Deeter is a proven leader who is widely known across entrepreneurial sectors of the agribusiness and agricultural biotech industry.

Gerard M. Mooney retired from International Business Machines Corporation ("IBM"(“IBM”) in March 2014, after serving in a number of senior positions since 2000. Most recently, he served as the Vice President Strategy for IBM'sIBM’s Public Sector from February 2012 until his retirement, as the General Manager, Global Smarter Cities for IBM from November 2011 to February 2012, and as the General Manager, Global Government and Education for IBM from 2008 to November 2011. He served as Vice President of IBM'sIBM’s Venture Capital Group from 2000 to 2008. Before joining IBM, Mr. Mooney held various management positions at Hewlett-Packard Company (“HP”) for six years.years, most recently as General Manager for New Business Initiatives related to technologies developed by HP Labs. Mr. Mooney joined HP from HP’s acquisition of Edge Emitter Technology (ETT), Inc., a development stage company commercializing a solid state print head device, where Mr. Mooney served as President. Mr. Mooney has extensive operational and financial experience across a broad range of technology-based companies, from start-ups to large public companies, and has considerable experience with the major customers in the professionalintelligent transportation systems market. He previously served as a member of the board of directors of the Intelligent Transportation Society of America and is also active in the intelligent search technology, cognitive intelligence, AI, data mining and visualization tools industries. Mr. Mooney currently serves as a director of inno360 and co-foundercofounder of theinnovationexchange,Swarm Intelligence LLC (formerly theinnovationexchange), which offers SaaS cognitive platforms. He received a B.A. degree in Philosophy from Mount Saint Mary'sMary’s College, an M.S. degree in Accounting from Georgetown University and an M.B.A. from Yale University. Mr. Mooney

Lucas (“Luke”) P. Schneider has served as a director of Iteris since SeptemberJuly 2020. From August 2019 to July 2020, Mr. Schneider served as Chief Operating Officer of Wejo Ltd., an early-stage technology company focusing on connected vehicle data and analytics. From 2012 to December 2018, Mr. Schneider launched and served as the Chief Executive Officer and board member of Silvercar, Inc., an Austin, TX-based start-up focusing on consumer transportation mobility offerings using a proprietary technology platform, multiple vehicle fleets, and retail store operations. In 2017 Silvercar was acquired by Audi AG. From 2010 to 2012, Mr. Schneider served as Chief Technology Officer of Creative Kingdoms LLC, a motion-oriented sensing technology company in the live-action gaming space. Creative Kingdoms was acquired by Great Wolf Resorts in 2012. From 2007 through 2010 Mr. Schneider served as Chief Technology Officer of Zipcar, Inc., a car-sharing company, and founded its FastFleet division. From 2006 to its acquisition by Zipcar in 2007, Mr. Schneider served as Chief Technology Officer and Vice President of Strategy at Flexcar, Inc. a car sharing company. Prior to 2006, Mr. Schneider held various executive leadership positions in the early dot com era with companies including Verticalnet, B2eMarkets and consulting firm Pittiglio Rabin Todd & McGrath. Mr. Schneider began his career with Ford Motor Company, serving in multiple positions spanning product development, strategic planning, marketing and production operations. Mr. Schneider currently serves as a director of Plug Power Inc., which offers hydrogen and fuel cell technology solutions. He received a B.S. degree in Mechanical Engineering from University of Texas at Austin, and an M.S. degree in Industrial Administration from the Graduate School of Industrial Administration, known today as the David A. Tepper School of Business at Carnegie Mellon University.
Laura L. Siegal has served as a director of Iteris since May 2018. Ms. Siegal is currently Partner and Executive Vice President, Finance, at Acorn Growth Companies, a private equity firm focused on aerospace, defense and intelligence. From July 2013 to June 2019, Ms. Siegal was the Chief Financial Officer and bringsa member of the board of directors at NEO Tech Inc., a manufacturer of products in the industrial, medical, and aerospace and defense markets. Prior to that, since 2000 Ms. Siegal served in various financial positions with Kratos Defense & Security Solutions, Inc. (“Kratos”) which was formerly Wireless Facilities Inc., including as its Principal Accounting Officer, Vice President and Corporate Controller from April 2006 to July 2013. Kratos is a publicly traded leading technology, intellectual property, proprietary product and system solution company that provides engineering, information technology and other technical services to government agencies. Throughout her career, she has held a variety of financial management positions in technology and consulting companies including Controller of MEC Analytical Systems. Since October 2019, Ms. Siegal has served as a director of Creation Technologies Ltd, a privately held company that provides end-to-end, scalable electronic manufacturing services to original equipment manufacturers and other

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companies around the world. Ms. Siegal is a Certified Public Accountant and received a B.A. degree in Economics from the University of California, San Diego.
Thomas L. Thomas has served as a director of Iteris since 1999 and as our Chairman of the Board of Directors extensive experience in setting and implementing strategy for both large and small technology organizations, deep category knowledge of the intelligent transportation market, and familiarity with many key customers for intelligent transportation solutions.

since 2016. Mr. Thomas L. Thomas is the managing partner of T2 Partners, a private management consulting and investment business which he founded in January 2011. In addition, Mr. Thomas served as the Executive Chairman and CEO of International Decision Systems, a provider of software and solutions for the equipment finance market, from September 2009 to January 2011. From 2004 to July 2008, Mr. Thomas was the President and Chief Operating Officer of Global Exchange Services, a provider of business to business EDI and supply chain management solutions. Prior to that, Mr. Thomas served as the President and CEO at several software, analytics and technology companies, including HAHT Commerce, Ajuba Solutions, and Vantive Corporation, and as the first Chief Information Officer for Dell Computer Corporation and 3Com Corporation. Earlier in his career, Mr. Thomas also held various senior executive management positions at Kraft General Foods, Sara Lee Corporation and W. R. Grace. SinceFrom July 2017 to July 2019, Mr. Thomas has served as Chairman of the Board of Directors of VIP Software Corporation, a provider of software solutions in the insurance industry. Since 2012, Mr. Thomas has served as a director of Accurate Group, which specializes in the appraisal and title services business where technology has been instrumental in redefining the transaction model for the industry. He has also served on the board of directors of infoGroup, Inc. from January 2009 to July 2010, and served as a director on the boards of a wide range of technology companies, including ATL Products, Vantive Corporation, Interwoven, iManage, FrontRange Solutions, IDS International, and Quofore International. Mr. Thomas

Dennis W. Zank has served as a director of Iteris since 1999January 2020. From January 2012 until stepping down in September 2018, Mr. Zank served as Chief Operating Officer of Raymond James Financial, Inc. (“RJF”) responsible for domestic private client group businesses as well as many of RJF’s corporate, administrative and sales support departments. Prior to that, Mr. Zank served as our ChairmanPresident of Raymond James & Associates, a subsidiary of RJF, responsible for domestic employee channel private client business, from October 2002 to January 2012. Prior to that, Mr. Zank served in a number of financial and operational management positions with RJF and RJF subsidiaries, holding titles such as Executive Vice President of Operations and Administration, Sr. Vice President, Controller and Treasurer, since joining the RJF in 1978. Mr. Zank served on the Board of Directors since 2016.of RJF from 1996 to 2002. From 2000 to 2006, Mr. Thomas offers to our Board of Directors valuable business, leadership and strategic insights obtained through his service as an executive and as a member of the board of directors in a variety of industries and businesses, including a number of leading technology companies, and his experience in working with companies through several stages of their development.

Mikel H. Williams hasZank served as the Chief Executive Officer and a director of Targus Cayman Holdco Limited, a leading global supplier that designs, develops and sells products for the mobile worker, including laptop cases, docking stations and accessories for mobile electronic devices, since February 2016. Prior to that, Mr. Williams served as the Chief Executive Officer and a director of JPS


Industries, Inc., a manufacturer of sheet and mechanically formed glass and aramid substrate materials for the electronics, aerospace, ballistics and general industrial applications, from May 2013 until its sale in July 2015. Mr. Williams was the President, Chief Executive Officer and a director of DDi Corp., a leading provider of time-critical, technologically advanced electronics manufacturing services, from November 2005 to May 2012 and a Senior Vice President and Chief Financial Officer of DDi from November 2004 to October 2005. DDi was sold in May of 2012. He has also served in various management positions with several companies in the technology and professional services related industries. Mr. Williams began his career with PricewaterhouseCoopers as a certified public accountant in the State of Maryland. Mr. Williams also serves as Chairman of the board of directors of Centrus Energy Corp. (formerly USEC Inc.). He was added to USEC's board of directors in October 2013 on the recommendation of certain holders of USEC's convertible senior notes as USEC was considering a bankruptcy restructuring, which was successfully initiated and completed in 2014. Since October 2015, Mr. Williams also serves on the board of directors of B. Riley Financial, Inc.the Options Clearing Corporation. He previouslyalso served on the boardsboard of Lightbridge Communicationsdirectors of the National Securities Clearing Corporation, until it was soldfrom 1994 to 1997. Mr. Zank has been actively involved in January 2015, and Tellabs, Inc. until it was sold in December 2013.the Corporate Mentorship Program at the University of South Florida since inception over 25 years ago. Mr. Williams received his B.S.Zank holds a bachelor’s degree in Accountingaccounting from the University of MarylandSouth Florida and ana M.B.A. from the University of Georgetown. Mr. Williams has served as a director of Iteris since April 2011 and provides the Board of Directors with operational and public company experience and valuable strategic insights through his many years of leadership positions in technology-related companies with international operations, as well as valuable knowledge and insights in finance and financial reporting matters.

Tampa.

Family Relationships

There are no family relationships among any of our directors director nominees, or executive officers.


Corporate

G
overnanceCORPORATE GOVERNANCE

Code of Ethics and Business Conduct

        Our Board of Directors has adopted a Code of Ethics and Business Conduct, which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) and employees. The full text of our Code of Ethics and Business Conduct is available on the Investor Relations section of our website at www.iteris.com. We intend to disclose future amendments to certain provisions of the Code of Ethics and Business Conduct, and any waivers of provisions of the Code of Ethics required to be disclosed under the rules of the Securities and Exchange Commission ("SEC"), at the same location on our website."Board

Meetings and Committees

Director Independence

Our policy is to have at least a majority of the directors qualify as "independent"“independent” under the standards established by The Nasdaq Stock Market ("Nasdaq"(“Nasdaq”). The Board of Directors has determined that each of Messrs. Cerminara, Daly, Deeter, Mooney, Thomas and Williams currentlyour directors, other than our Chief Executive Officer, Joe Bergera, satisfies the requirements for "independence"“independence” using the standards established by Nasdaq, except that Dr. Daly did not qualify as an independent director while he was serving as our interim Chief Executive Officer from February 2015 to September 2015.

Nasdaq.

Board Structure

The Board does not have a policy regarding the separation of the roles of the CEO and Chairman of the Board as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board from time to time. However, the Board has determined that having an independent director serve as the Chairman is currently in the

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best interest of our company and stockholders in recognition of the different demands and responsibilities of the roles and to emphasize the independence of the role of Chairman. The Board also meets regularly in executive sessions.

Board Meetings and Committees

We currently have several standing committees of the Board, of Directors, including the Audit Committee, the Compensation Committee, the NCG Committee, and, until July 2020, the Finance and Strategy Committee. The Audit Committee, the Compensation Committee, the NCG Committee, and the Finance and StrategyNCG Committee each has a written charter that is reviewed annually and revised as appropriate. A copy of each committee'scommittee’s charter is available on the Investor Relations section of our website at www.iteris.com.

During the fiscal year ended March 31, 2017 ("Fiscal 2017"),2020, the Board of Directors and the various committees of the Board held the following number of meetings: Board of Directors—Directors — ten; Audit Committee — four; Audit Committee—five; Compensation Committee—six;Committee — four; NCG Committee—five;Committee — two; and Finance and Strategy Committee—five.Committee — two. During Fiscal 2017,2020, no director attended fewer than 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings of anythe standing committees of the Board held while he was serving on the Board orwhich such committee.

director served during that period.

Audit Committee.   The current members of our Audit Committee are Dr. DalyMs. Siegal and Messrs. Mooney and Williams, andZank. Mr. WilliamsZank serves as the Chairman of this committee. The Board has determined that each member of the Audit Committee is "independent"“independent” under the standards established by both the Nasdaq rules and the SEC rules regarding audit committee memberships.members. The Board has identified Mr. WilliamsZank as the member of the Audit Committee who qualifies as an "audit“audit committee


financial expert"expert” under applicable SEC rules and regulations governing the composition of the Audit Committee.

The Audit Committee oversees on behalf of the Board (a) the conduct of the Company’s accounting and financial reporting processes, the audits of our financial statements and the integrity of ourthe Company’s audited financial statements and other financial reports; (b) the performance of ourthe Company’s internal accounting, internal auditing, and financial controls function; (c) the engagement, replacement, compensation, qualifications, independence and performance of our independent registered public accounting firm;auditors, and (d) the portions of theour Code of Ethics and Business Conduct and related policies regarding our accounting, internal accounting controls or auditing matters. The Audit Committee also reviews and approves or disapproves related party transactions identified in Item 404 of SEC Regulation S-K and makes recommendations to the full Board regarding the same.

The Audit Committee meets privately with our independent registered public accounting firm from time to time, and such firm has unrestricted access to, and reports directly to, the Audit Committee. The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 20182021 and is recommending that our stockholders ratify this appointment at the Annual Meeting.

Compensation Committee.   The current members of our Compensation Committee are Dr. DalyMs. Siegal and Messrs. CerminaraThomas and Thomas, andSchneider. Mr. Thomas serves as the Chairman of this committee. The Board has determined that each member of the Compensation Committee is (or was during his time of service) "independent"“independent” under the standards established by Nasdaq. We anticipate that after the Annual Meeting, Mr. Deeter will be appointed as a member
The primary purposes of the Compensation Committee.

        The Compensation Committee are to (a) evaluatesevaluate officer and director compensation policies, goals, plans and programs; (b) determinesoversee compensation programs and policies for all employees as they relate to the Company’s risk management; (c) determine the cash and non-cash compensation of our "officers"directors and “executive officers” as defined in the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”); (c) reviews(d) review, and makesmake recommendations to the Board with respect to the administration of, our equity-based and other incentive compensation plans for all employees; (d) evaluates(e) evaluate the performance of our executive officers; and (e) assists(f) assist the Board in evaluating potential candidates for executive officer positions with the Company and overseesoversee management succession planning.

planning; and (g) produce the committee report required by the applicable rules and regulations of the SEC and other regulatory bodies for inclusion in our annual proxy statements.

The Compensation Committee meets periodically to review and establish the salaries, bonuses and incentive plans for our executive officers. The Compensation Committee considers a number of factors in

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determining the compensation plans and elements for, and the amount of each compensation element paid to, our executive officers, including publicly available data from independent outside sources, our general business conditions and objectives, and the committee'scommittee’s subjective determination with respect to the executive's individualeach executive’s contributions to such objectives. To assist the committee in its review, our Chief Executive Officer provides to the Compensation Committee his evaluations of the other executive officers and makes recommendations with respect to executive compensation matters; however, the final decisions regarding the compensation of our executive officers are made by the Compensation Committee. Neither theThe Compensation Committee nor management engaged a compensation consultant to provide advice or recommendations on the amount or form of executive and director compensation during Fiscal 2017; however, the Compensation Committee did retainretained Frederic W. Cook & Co., Inc., an independent compensation consultant (“FW Cook”), to assistadvise on executive compensation. FW Cook did not provide any other services to us in Fiscal 2020 beyond its engagement as an advisor to the designCompensation Committee on executive compensation matters. The Compensation Committee assessed the independence of FW Cook pursuant to SEC and Nasdaq rules and concluded that no conflict of interest existed that would have prevented FW Cook from serving as an independent consultant to the Company's 2016 Omnibus Incentive Plan, which was adopted at the 2016 Annual Meeting of Stockholders

compensation committee currently or during Fiscal 2020.

Nominating and Corporate Governance Committee.   The current members of the Nominating and Corporate GovernanceNCG Committee (the "NCG Committee") are Dr. DalyMs. Joshi and Messrs. Mooney and Williams.Thomas. Mr. Mooney serves as the Chairman of this committee. The Board has determined that each member of the NCG Committee is "independent"“independent” under the standards established by Nasdaq.


The primary purposes of the NCG Committee are to assist the Board in (a) identify, screenestablishing the minimum qualifications for director nominees; (b) identifying and review individuals qualified to serve as directors; (b) select or recommendevaluating director nominees; (c) recommending to the Board candidates for the Annual Meeting of Directors the selection of nominees for election at the next annual meeting of stockholders; (c) recommend to the Board of Directors candidatesStockholders or to fill any vacancies on the Board; and (d) oversee the implementationdeveloping and monitoring the effectiveness of ourassessing corporate governance policies and developing and recommendingmaking recommendations related to such policies to the Board.

Finance and Strategy Committee.   For Fiscal 2020, the members of the Finance and Strategy Committee consisted of Dr. Daly and Messrs. Mooney and Thomas, with Dr. Daly serving as the Chairman of this committee. Dr. Daly served on the Finance and Strategy Committee until stepping down from the Board modificationson March 31, 2020. The Finance and Strategy Committee held no meetings since the end of Fiscal 2020. In July 2020, the Board determined that the Finance and Strategy Committee was no longer necessary and decided to dissolve the Finance and Strategy Committee. The full Board will absorb the Finance and Strategy Committee’s purpose in its role regarding issues impacting the financial structure and strategic direction of the Company, including, but not limited to, revisions to our capital structure, mergers, acquisition and divestiture activities, as well as changes to the scope and mix of business.
Criteria for Director Candidate Qualifications
Our NCG Committee applies the same standards in considering director candidates submitted by stockholders as it does in evaluating other candidates, including incumbent directors. The identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of the Board from time to time. As a result, there is no specific set of minimum qualifications, qualities or additionsskills that are necessary for a nominee to such policies;possess, other than those that are necessary to meet U.S. legal, regulatory and (e) reviewNasdaq listing requirements and the provisions of our Certificate of Incorporation, Bylaws and charters of the Board’s committees. However, the NCG Committee and the Board have identified the following skills and qualifications listed below as important criteria for membership on our Board:
➢
Board Experience — Experience serving on public company boards of directors.
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Data/Analytics — A demonstrated understanding of data and analytics, as well as the ability to commercialize the resulting processes, techniques and/or insights.
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Diversity — Representation of gender, racial, ethnic and/or other diverse perspectives that expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees, governments and other stakeholders worldwide.
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➢
Financial Sophistication — Past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which
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results in the individual’s financial sophistication, including being or having been a regular basischief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.
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Growth/Value Creation — Demonstrated experience in entrepreneurial growth and/or other transformational operating models resulting in measurable increase in stockholder value.
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Mergers and Acquisitions (M&A) — Experience evaluating and leading acquisitions and other strategic transactions, with the ability to assess “build or buy” decisions, analyze the fit of a target with our overall corporate governancestrategy and recommend improvements when necessary.

        In connection with their recommendations regardingculture, accurately value transactions, and evaluate operational integration plans.

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Operating Leadership — Experience as a chief executive officer, president, chief operating officer or general manager leading an organization our size or bigger.
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Product/Technology — Experience working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models.
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SaaS/IaaS — Experience in software-as-a-service (SaaS), infrastructure-as-a-service (IaaS) and/or subscription-based, software-enabled service delivery models.
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Sales and Marketing — Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation.
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Smart Mobility — Experience related to the sizeapplication of cloud computing, artificial intelligence, advanced sensors, advisory services and/or managed services to the transportation sector, including mobility-as-a-service, connected and automated vehicles and/or transportation infrastructure.
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Director Qualifications Matrix
The following matrix shows how the NCG Committee has applied our director qualifications to the director nominees and identifies areas of expertise and experience that may benefit the Board in the future and led to each nominee’s selection as a member of the Board, as well as gaps in those areas that may arise as directors retire.
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Selection Process for Nomination of Director Candidates
The NCG Committee regularly reviews the composition of the Board, including the qualifications, expertise and characteristics that are represented in the current Board as well as the criteria it considers needed to support our long-term strategy. In its most recent search processes to add new directors to the Board, the NCG Committee reviews the appropriate qualitieshas retained an independent search firm to identify and skills required of directors in the contextvet candidates. After an in-depth review of the then current make-upcandidates, the NCG Committee recommends candidates to the Board in accordance

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with its charter, our Certificate of Incorporation and Bylaws and our criteria for director candidate qualifications described above. After careful review and consideration, the Board will nominate candidates for election, or re-election, at our annual meeting of stockholders. The Board may appoint a director to the Board during the course of the Board and the needs of the Company. This includes an assessment of each candidate's independence, personal and professional integrity, financial literacy or other professional or business experience relevant to an understanding of our business, ability to think and act independently and with sound judgment, and abilityyear to serve until the Company'snext meeting of stockholders.
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Director Tenure and our stockholders' long-term interests. While we do not have a formal policy with regardRefreshment
When recommending to the considerationBoard the slate of diversity in identifying director nominees for election at our annual meeting of stockholders, the NCG Committee strives to nominate directorsmaintain an appropriate balance of tenure, turnover, diversity and skills on the Board. The Board believes that refreshment is important to help ensure that Board composition is aligned with a variety of complementary skills and backgrounds so that, as a group, the Board will possess the appropriate talent, skills, insight and expertise to oversee our business. These factors, and others as considered useful by the NCG Committee, are reviewed in the context of an assessment of the perceived needs of the Company as our business evolves over time, and that fresh viewpoints and perspectives are regularly considered. The Board at a particular point in time. As a result, the priorities and emphasisalso believes that over time directors develop an understanding of the NCG CommitteeCompany and an ability to work effectively as a group. Because this provides significant value, a degree of continuity year-over-year is beneficial to stockholders and generally should be expected. All our directors are elected each year to hold office until the next annual meeting and until their successors are elected and qualified. Because tenure or age limits could cause the loss of experience or expertise important to the optimal operation of the Board, there are no absolute limits on the length of time that a director may change from time to time to take into account changes in business and other trends,serve.
Our nominees have average tenure on our Board of approximately 6 years, and the portfoliofollowing table shows the range of skills and experiencetenures of current and prospective directors. The NCG Committee generally leads the search for and selects, or recommends thatour director nominees, evidencing the Board select, candidates for election to the Board. Considerationrefreshment we have undertaken in recent years:
Years of Tenure​​Directors​
0 – 2 years​​3​
2 – 5 years​​2​
5+ years​​2​
Stockholder Nomination of new director candidates typically involves a series of committee discussions, review of information concerning candidates and interviews with selected candidates.Director Candidates for nomination to our Board typically have been suggested by other members of the Board or by our executive officers; however, from time to time, the NCG Committee has, and may in the future, engage the services of a third-party search firm to identify director candidates.

The NCG Committee will consider candidates for directors recommended by our stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in our next proxy statement. This committee will evaluate such recommendations applying its regular nominee criteria. Eligible

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stockholders wishing to recommend a nominee must submit such recommendation in writing to the Chair, NCG Committee Chair, care of our corporateCorporate Secretary, by the deadline for stockholder proposals set forth in our last proxy statement, specifying the following information: (a) the name and address of the nominee, (b) the name and address of the stockholder making the nomination, (c) a representation that the nominating stockholder is a stockholder of record of our stock and entitled to vote at the next annual meeting and intends to appear in person or by proxy at such meeting to nominate the person specified in the notice, (d) the nominee'snominee’s qualifications for membership on the Board, (e) a resume of the candidate's business experience and educational background as well as all of the information that would be required in a proxy statement soliciting proxies for the election of the nominee as a director, (f) a description of all direct or indirect arrangements or understandings between the nominating stockholder and the nominee and any other person or persons (naming such person or persons) pursuant to whose request the nomination is being made by the stockholder, (g) all other companies to which the nominee is being recommended as a nominee for director, and (h) a signed consent of the nominee to cooperate with reasonable background checks and personal interviews, and to serve as a director, if elected. In connection with its evaluation, the NCG Committee may request additional information from the candidate or the recommending stockholder, and may request an interview with the candidate. The NCG Committee has the discretion to decide which individuals to recommend for nomination as directors.


No candidates for director nominations were submitted to the NCG Committee by any stockholder in connection with the election of directors at the Annual Meeting.

        Finance and Strategy Committee.    The current members of the Finance and Strategy Committee are Dr. Daly and Messrs. Cerminara, Mooney and Thomas, and Dr. Daly and serves as the Chairman of this committee. The purpose of the Finance and Strategy Committee is to assist management in identifying, evaluating and negotiating financial transactions and other strategic opportunities for the Company from time to time.

Risk Oversight Role

The Board is responsible for overseeing our risk management, but its duties in this regard are supplemented by certain committees of the Board. In particular,Board, as described in the Audit Committee focuses on financial risk, including internal controls, and is responsible for discussing with management and our independent auditors policies with respect to risk assessment and risk management, including the process by which we undertake major financial and accounting risk assessment and management. Risks related to our compensation programs are reviewed by the Compensation Committee, and certain legal and regulatory compliance risks are reviewed by the NCG Committee.table below. In connection with its responsibilities relating to risk assessment, our full Board periodically engages in discussions of the most significant risks that the Company is facing (including cyber security risks); and how these risks are being managed.


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​​Audit Committee​​
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Focuses on financial risk of the Company
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Reviews internal controls and the Company’s financial statements with the CEO, CFO and the external and internal auditors.
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Oversees risks assessment and risk management (and its applicable processes) by management and our independent auditors relating to key financial, accounting and reporting policies.
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Oversees the selection, appointment, retention, compensation, evaluation and performance of the work of the Company’s independent auditors.
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Meets quarterly with CEO, CFO and the Company’s external independent auditors in executive session.
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​​Compensation Committee​​
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•
Oversees risks associated with our compensation policies and programs with respect to both executive compensation and compensation for all employees generally.
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Utilizes external independent compensation consultant to assist in designing and reviewing compensation policies and programs, including the potential risks created by the policies and programs.
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Assists Board in overseeing the Company’s executive management succession planning.
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Oversees the process for conducting the annual risk assessment of the Company’s compensation programs and policies, including retaining, from time to time, third party consultants to assess risk. See “Compensation Risk Assessment” below.
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​​Nominating and Corporate Governance Committee​​
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Oversees risks relating to certain legal and regulatory compliance risks with respect to the Company’s corporate governance policies and standards.
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Oversees compliance and risks related to Board structure, directors and director nominations.
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Oversees risks related to compliance matters by reviewing on at least an annual basis issues and developments related to corporate governance.
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Oversees risks related to the Company’s compliance with the listing standards and the Sarbanes/​Oxley Act.
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Changes in Nominating Procedures
There have not been any material changes to the procedures by which security holders may recommend nominees to our Board that were implemented since we last disclosed such procedures.
Stockholder Communications

The Board has implemented a process by which stockholders may send written communications directly to the attention of the Board, any committee of the Board or any individual Board member, care of our corporateCorporate Secretary. The name of any specific intended Board recipient should be noted in the communication. Our corporateCorporate Secretary will be primarily responsible for collecting, organizing and monitoring communications from stockholders and, where appropriate depending on the facts and circumstances outlined in the communication, providing copies of such communications to the intended recipients. Communications will be forwarded to directors if they relate to appropriate and important substantive corporate or Board matters. Communications that are of a commercial or frivolous nature or otherwise inappropriate for the Board'sBoard’s consideration will not be forwarded to the Board. Stockholders who wish to communicate with the Board can writesubmit a written request to the Corporate Secretary at Iteris, Inc., 1700 Carnegie Avenue, Suite 100, Santa Ana, California 92705.

92705; Attention: Corporate Secretary.

Annual Meeting Attendance

We do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of our stockholders; however, directors are encouraged to attend all such meetings. For our 20162019 annual meeting of stockholders, two of our then-current directors attended such meeting.

Policy against Hedging and Pledging
The Company does not currently have a policy against hedging or pledging in our equity securities by our officers, directors or employees.

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Director CPROPOSAL TWO:
APPROVAL OF EMPLOYEE SHARE PURCHASE PLAN
ompensation

        The stockholders are being asked to approve the adoption

Compensation of the Iteris, Inc. Employee Stock Purchase Plan (the "Purchase Plan"), under which 1,000,000 shares of the Company's common stock will be reserved for issuance. The Purchase Plan was adopteddirectors is determined by the Compensation Committee. The Compensation Committee has approved a compensation structure for non-employee directors consisting of a cash retainer, an annual equity award and, for Board members serving on a committee, an additional cash retainer. Directors who are our employees are not compensated for their services as directors.
Board and Committee Retainers
For Fiscal 2020, annual cash compensation for non-employee directors was as follows:
Position​​
Annual
Retainer
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Chairman of the Board​​​$65,000​​
Non-Employee Director (other than the Chairman)​​​$35,000​​
Additional retainers for each non-employee director who served on one or more Board committees in Fiscal 2020 were as follows:
Position​​
Annual
Retainer
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Audit Committee​​​​​​​
Chair​​​$12,000​​
Member​​​$6,000​​
Compensation Committee​​​​​​​
Chair​​​$9,000​​
Member​​​$4,500​​
Nominating and Corporate Governance Committee​​​​​​​
Chair​​​$4,000​​
Member​​​$2,000​​
Finance and Strategy Committee​​​​​​​
Chair​​​$9,000​​
Member​​​$4,500​​
All directors are reimbursed for their out-of-pocket expenses incurred in attending meetings of Directors on August 16, 2017, subjectour Board and its committees, but they do not receive separate meeting fees.

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Annual Equity Compensation
Non-employee directors are also eligible to stockholderreceive periodic restricted stock units (“RSUs”) under the Company’s equity incentive plan then in effect. Each non-employee director shall be granted an annual RSU award upon approval of the Purchase Plangrant by the Compensation Committee as soon as reasonably practicable following the annual meeting of stockholders at which such director is re-elected. The annual RSU grant to directors shall be worth approximately $40,000 based on the Annual Meeting.

        The Purchase Plan is designed to allow eligible employeesclosing price of the Company and its participating subsidiaries (whether now existing or subsequently established or acquired) to purchase shares ofCompany’s common stock at designated intervals through their accumulated payroll deductions.

on the RSU grant date. Each RSU entitles the holder to receive one share of the Company’s common stock upon vesting of such unit. Each annual RSU generally vests on the date of the first annual stockholder meeting following the date of grant. If a non-employee director joins the Board in between annual stockholder meetings, such director will receive an RSU for a pro rata portion of the annual grant, which typically vests in full on the date of the first annual stockholder meeting following the date of grant.

2020 Director Compensation Table
The following istable sets forth a summary of the principal featurescompensation earned in Fiscal 2020 by each person who served as a non-employee director during that year:
Name​​
Fees Earned
or Paid in
Cash ($)(1)
​​
Stock
Awards ($)(2)
​​Total ($)​
Kevin C. Daly, Ph.D.(3)
​​​$50,500​​​​$40,001​​​​$90,501​​
Scott E. Deeter(4)
​​​​43,233​​​​​40,001​​​​​83,234​​
Gerard M. Mooney​​​​49,500​​​​​40,001​​​​​89,501​​
Laura L. Siegal​​​​38,967​​​​��40,001​​​​​78,968​​
Thomas L. Thomas​​​​79,256​​​​​40,001​​​​​119,257​​
Mikel H. Williams(5)
​​​​36,750​​​​​—​​​​​36,750​​
Dennis W. Zank(6)
​​​​6,827​​​​​25,683​​​​​32,510​​
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(1)
Represents amounts earned by the directors based on the arrangements described above, which amounts have been prorated for directors who served on Board committees for less than a full term.
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(2)
The dollar amounts shown represent the grant date fair value of restricted stock unit awards granted in Fiscal 2020 determined in accordance with ASC 718. For a discussion of valuation assumptions used in the calculations, see Note 8 of Notes to Consolidated Financial Statements, included in Part II, Item 8 in the Annual Report. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” in Part II, Item 7 in the Annual Report.
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For each director, the number of units was determined by dividing $40,000 by $4.82, the closing sales price of the new Purchase Plan. The summary, however, is not intended to be a complete description of all the provisions of the Purchase Plan and is qualified in its entirety by reference to the complete text of the Purchase Plan. A copy of the actual Purchase Plan is attached as Appendix A to this Proxy Statement.

Administration

        The Purchase Plan will be administered by the Compensation Committee of the Board of Directors. Such committee will, as plan administrator, have full authority to adopt administrative rules and procedures and to interpret the provisions of the Purchase Plan.

Securities Subject to the Purchase Plan

        The number of shares of the CompanyCompany’s common stock reserved for issuance under the Purchase Plan will initially be 1,000,000 shares. The shares issuable under the Purchase Plan may be made available from authorized but unissued shares of common stock or from shares of common stock repurchased by the Company, including shares repurchased on the open market.

        Ingrant date. At the event that any dividend or other distribution (whether inend of Fiscal 2020, the form of cash, common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, reincorporation, other reorganization, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities ofabove-listed directors held options for the Company, or other change in the Company's structure affecting the common stock occurs without the Company's receipt of consideration, or should the value of shares of common stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, then the plan administrator will, in such manner as it deems equitable, adjust the maximum number of shares and class of common stock that may be issued under the Purchase Plan, the purchase price per share and thefollowing number of shares of common stock covered by each outstanding option understock: Kevin C. Daly — 55,000; Scott E. Deeter — 0; Gerard M. Mooney — 40,000; Laura L. Siegal — 0; Thomas L. Thomas — 0; Mikel H. Williams — 0; and Dennis W. Zank — 0. At the Purchase Plan, andend of Fiscal 2020, the maximum number of shares purchasable per participant during any offering period.

Offering Periods and Options

        Shares of the Company's common stock will be offered for purchase under the Purchase Plan through a series of successive offering periods which will be of such duration (not to exceed 27 months) as determined by the plan administrator. Unless otherwise specified by the plan administrator prior to the start of the applicable offering period, (i) each offering period will have a duration of six (6) months and (ii) offering periods will commence on January 1 and July 1 each year. The initial offering period under the Purchase Plan will commence on January 1, 2018.

        On the first trading day of each offering period, each participant will be granted an option to acquire shares of the Company's common stock on the last trading day of that offering period, subject to certain limitations described below.


Eligibility and Participation

        Any individual who is employed on a basis under which he or she is regularly expected to work for more than 20 hours per week for more than five months per calendar year in the employ of the Company or any participating subsidiary corporation (whether any such corporation is currently a subsidiary or subsequently acquired or is subsequently established at any time during the term of the Purchase Plan) will be eligible to participate in any offering period implemented under the Purchase Plan.

        To participate in a particular offering period, an eligible employee must complete and file the requisite enrollment forms during the enrollment period for that offering period.

        As of August 15, 2017, approximately 440 employees, including six executive officers, would have been eligible to participate in the Purchase Plan had it been in effect on such date.

Payroll Deductions and Stock Purchases

        Each participant may authorize periodic payroll deductions in any multiple of one percent up to a maximum of 15% of the cash compensation paid to the participantabove listed directors held RSUs for the offering period.

        The accumulated contributions will automatically be applied to the acquisition of common stock at six-month intervals. Accordingly, on each such purchase date (the last trading day in July and December each year), each participant's payroll deductions accumulated for the offering period ending on that purchase date will automatically be applied to the purchase of whole shares of common stock at the purchase price in effect for the participant for that purchase date. The first purchase under the Purchase Plan is expected to occur on June 29, 2018.

Purchase Price

        The purchase price of the common stock acquired on each semi-annual purchase date will not be less than 85% of the lower of the fair market value per share of the Company's common stock on the first trading day of the offering period or the fair market value on the last trading day of that offering period.

        The fair market value per share of the Company's common stock on any particular date under the Purchase Plan will be deemed to be equal to the closing price per share on such date on the stock exchange or national market system on which the shares are listed at that time (or if there is no closing price on such date, then the closing price per share on the last preceding date for which such quotation exists). On September 22, 2017, the fair market value of the Company's common stock determined on such basis was $6.56 per share, the closing price per share on that date as reported by the NASDAQ Capital Market.

Special Limitations

        The Purchase Plan imposes certain limitations upon a participant's rights to acquire common stock, including the following limitations:

    •
    Options granted to a participant may not permit such individual to purchase more than $25,000 worth of the Company's common stock (valued at the time each option is granted) for each calendar year those option are outstanding at any time.

    •
    Options may not be granted to any individual if such individual would, immediately after the grant, own or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the Company's outstanding stock or the outstanding stock of any of the Company's affiliates.

    •
    No participant may purchase more than 5,000 shares of common stock during any offering period (subject to adjustment as indicated above).

        The plan administrator will have the discretionary authority to increase or decrease the per participant limitation as of the start date of any new offering period under the Purchase Plan, with the new limit to be in effect for that offering period.

Termination of Option

        The participant may withdraw from the Purchase Plan at any time up to a number of days prior to the next scheduled purchase date (as specified by the plan administrator), and his or her accumulated payroll deductions for the offering period in which that withdrawal occurs will be refunded promptly.

        The participant's option will immediately terminate upon his or her cessation of employment or loss of eligible employee status. Any payroll deductions which the participant may have made for the offering period in which such cessation of employment or loss of eligibility occurs will be refunded or used to purchase shares on the purchase date for that offering period (depending on when such termination or loss of status occurs).

Stockholder Rights

        No participant will have any stockholder rights with respect to the shares covered by his or her options until the shares are actually purchased on the participant's behalf and the participant has become a holder of record of the purchased shares. No adjustment will be made for dividends, distributions or other rights for which the record date is prior to the date of such purchase.

Assignability

        No options will be assignable or transferable by the participant, and the options will be exercisable only by the participant.

Corporate Transaction

        In the event of a corporate transaction, the plan administrator may provide that all outstanding options (i) may be assumed or substituted by the successor corporation, (ii) will automatically be exercised immediately prior to the effective date of such change in control or (iii) will be terminated and accumulated payroll deductions be refunded. The purchase price for any abbreviated offering period will be based on the purchase price formula in effect for the offering period in which such change in control occurs. A corporate transaction means a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate event described in Section 424 of the Code (defined below).

Share Pro-Ration

        Should the total number of shares of common stock: Kevin C. Daly — 8,299; Scott E. Deeter — 8,299; Gerard M. Mooney — 8,299; Laura L. Siegal — 8,299; Thomas L. Thomas — 8,299; Mikel H. Williams — 0; and Dennis W. Zank — 4,855.

(3)
Dr. Daly stepped down from the Board on March 31, 2020.
​
(4)
Mr. Deeter stepped down from the Board on July 15, 2020 concurrently with the appointment of Mr. Schneider.
​
(5)
Mr. Williams stepped down from the Board on November 14, 2019.
​
(6)
Mr. Zank joined the Board in January 2020, accordingly, Mr. Zank earned pro-rated Board fees in Fiscal 2020.
​

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Director Stock Ownership Guidelines
Pursuant to stock to be purchased pursuant to outstanding options on any particular date exceedownership guidelines adopted by the number of shares then available for issuance under the Purchase Plan, then the plan administrator will makeBoard in February 2016 with a pro-rata allocationfive-year phase-in period, non-employee members of the availableBoard are required to own shares onof Company common stock having a uniformvalue equal to or greater than three times their annual cash Board retainer, which is currently set at $35,000 per year. Unexercised stock options do not count toward fulfillment of this ownership requirement. Each director will have until the later of (i) February 2021 and nondiscriminatory basis, and(ii) five years from the payroll deductions of each participant,time he or she is elected to the extent in excessBoard, to meet the stock ownership guidelines.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves as a member of the aggregate purchase price payable for the common stock pro-rated to such individual, will be refunded.

Amendment and Termination

        The Purchase Plan will terminateBoard or Compensation Committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on December 31, 2027, unless terminated earlier by the plan administrator.


        The plan administrator may alterour Board or amend the Purchase Plan atCompensation Committee. No interlocking relationship exists between any time. In no event may the plan administrator effect eithermember of the following amendments or revisions to the Purchase Plan without the approvalBoard and any member of the stockholders: (i) increase the numberCompensation Committee (or other committee performing equivalent functions) of sharesany other company.


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Proposal 2: Advisory Vote Regarding Executive Compensation
In accordance with Section 14A of the Company's common stock issuable under the Purchase Plan, except for permissible adjustments in the event of certain changes in the Company's capitalization or (ii) materially modify the eligibility requirements for participation in the Purchase Plan.

New Plan Benefits

        The Purchase Plan will not become effective unless it is approved by theExchange Act, stockholders at the annual meeting and no options have been granted under the Purchase Plan.

Summary of Federal Income Tax Consequences

        The Purchase Plan is intended to be an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code, as amended (the "Code"). Under a plan which so qualifies, no taxable income will be recognized by a participant, and no deductions will be allowable to the Company, upon either the grant or the exercise of the options. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the Purchase Plan or in the event the participant should die while still owning the purchased shares.

        If the participant sells or otherwise disposes of the purchased shares within two years after the start date of the offering period in which such shares were acquired or within one year after the purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and the Company will be entitled to an income tax deduction, for the taxable year in which such sale or disposition occurs, equal in amount to such excess.

        If the participant sells or disposes of the purchased shares more than two years after the start date of the offering period in which the shares were acquired and more than one year after the purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the lesser of (i) the amount by which the fair market value of the shares on the sale or disposition date exceeded the purchase price paid for those shares or (ii) fifteen percent (15%) of the fair market value of the shares on the start date of that offering period, and any additional gain upon the disposition will be taxed as a long-term capital gain. The Company will not be entitled to an income tax deduction with respect to such sale or disposition.

        If the participant still owns the purchased shares at the time of death, then the participant will recognize ordinary income at such time equal to the lesser of (i) the amount by which the fair market value of the shares on the date of death exceeds the purchase price or (ii) fifteen percent (15%) of the fair market value of the shares on the start date of the offering period in which those shares were acquired.

Summary of Accounting Treatment

        Pursuant to Accounting Standards Codification Topic 718 of the Financial Accounting Standards Board, the Company's contribution amount will be charged as a direct compensation expense to its reported earnings in the period that the contribution is made.

Vote Required

        Approval of the Purchase Plan requires the affirmative vote of (i) a majority of the shares of common stock present in person or represented by proxy and voting at the annual meeting and (ii) a


majority of the shares of common stock required to constitute a quorum. If such stockholder approval not be obtained, then the Purchase Plan will not become effective.

Recommendation of Board of Directors

The Board of Directors recommends that the stockholders vote FOR the approval of the implementation of the Purchase Plan. The Board of Directors believes that it is in the best interests of the Company to provide our employees with the opportunity to acquirevote to approve, on an ownership interest inadvisory basis, the Company throughcompensation of our named executive officers. Commonly known as a “say-on-pay” vote, this proposal gives our stockholders the opportunity to express their participation inviews on our executive compensation policies and programs and the Purchase Plan and thereby encourage themcompensation paid to remain in the Company's employ and more closely align their interests with those of the stockholders.

named executive officers.


PROPOSAL THREE:
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

        The accounting firm of Deloitte & Touche LLP was engaged to serve as our independent registered public accounting firm for Fiscal 2017. The Audit Committee of the Board of Directors has selected that firm to continue in this capacity for the fiscal year ending March 31, 2018. We are asking our stockholders to ratify the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending March 31, 2018 and to perform other appropriate services. Stockholder ratificationindicate their support of the selectioncompensation of Deloitte & Touche LLPour named executive officers, as our independent registered public accounting firm is not requireddescribed in this proxy statement by our bylaws or otherwise. Inapproving the event that the stockholders fail to ratify the appointment, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the committee feels that such a change would be in the best interests of us and our stockholders.

        A representative of Deloitte & Touche LLP is expected to be presentfollowing resolution at the Annual Meeting, andMeeting:

“RESOLVED, that representative will have the opportunity to make a brief presentationcompensation paid to the stockholders if heCompany’s named executive officers, as disclosed in the Company’s proxy statement for the 2020 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved.”
The Board of Directors recommends a vote FOR approval of the advisory resolution because it believes that the Company’s executive compensation policies and practices are effective in achieving the Company’s goals of attracting, retaining, and motivating highly talented executives, rewarding sustained financial and operating performance, and aligning the executives’ interests with those of the stockholders.
The vote on this proposal is advisory and therefore not binding on the Company, the Board of Directors or she so desiresthe Compensation Committee. Although the vote is non-binding, the Board of Directors and is expected to be available to respond to appropriate questions from stockholders.

the Compensation Committee will review and consider the voting results in future decisions regarding executive compensation.

Stockholder Approval

The affirmative vote of a majority of the common stock, present or represented by proxy and entitled to vote at the Annual Meeting, will be required for ratificationapproval of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018.

this proposal.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote "FOR"“FOR” the ratification and approval ofadvisory resolution approving the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018.


FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fees

        Deloitte & Touche LLP was engaged by us as our principal accountant in October 2015, and rendered the audit opinion on our consolidated financial statements for Fiscal 2017.

        The audit fees billed by Deloitte & Touche LLP were $905,000 and $525,000 for Fiscal 2017 and Fiscal 2016, respectively. Audit fees consist of fees for professional services rendered in connection with the auditcompensation of our annual consolidated financial statements for the applicable fiscal year and review of the consolidated financial statements included in our quarterly reports on Form 10-Q and other regulatory filings for such fiscal year. There were no other fees billed to us by Deloitte & Touche LLP for Fiscal 2017 or Fiscal 2016.

Audit Committee Pre-Approval Policies and Procedures

        All engagements for services by Deloitte & Touche LLP or other independent registered public accountants are subject to prior approval by the Audit Committee; however,de minimis non-audit services may instead be approved in accordance with applicable SEC rules. The prior approval of the Audit Committee was obtained for all services provided by Deloitte & Touche LLP for Fiscal 2017.



AUDIT COMMITTEE REPORT

        The following is the report of the Audit Committee with respect to the audited consolidated financial statements for the fiscal year ended March 31, 2017 of Iteris, Inc. included in its Annual Report on Form 10-K andnamed executive officers as amended on Form 10-K/A for that year.

Review with Management

        The Audit Committee has reviewed and discussed the audited consolidated financial statements with the Company's management.

Review and Discussions with Independent Registered Public Accounting Firm

        The Audit Committee has discussed with the Company's independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, and Auditing Standard No. 1301, each as adopted by the Public Company Accounting Oversight Board ("PCAOB"), which includes, among other items, matters related to the conduct of the audit of the Company's consolidated financial statements.

        The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence from the Company.

Conclusion

        Based on the review and discussions referred to abovedisclosed in this report, the Audit Committee recommended to the Company's Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K as amended on Form 10-K/A for the year ended March 31, 2017 for filing with the SEC.

proxy statement.

Submitted by the Audit Committee
of the Board of Directors:

Kevin C. Daly, Ph.D.
Gerard M. Mooney
Mikel H. Williams

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Executive

O
fficersEXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Officers

The table below sets forth certain information, as of September 11, 2017,July 24, 2020, regarding our executive officers.

Name​​Age​​
Name
AgeCapacities in Which Served​

J. Joseph ("Joe"(“Joe”) Bergera

​​5356​​Chief Executive Officer, President and Director​

Andrew Schmidt

Douglas L. Groves		​​5658​​Chief Financial Officer, Senior Vice President of Finance and Secretary

Thomas N. Blair

53Chief Technology Officer, Agriculture and Weather Analytics​

Joseph Boissy

53Chief Marketing Officer

James Chambers

51Senior Vice President and General Manager, Agriculture and Weather Analytics

Todd Kreter

​​5760​​Senior Vice President and General Manager, Roadway Sensors​

Ramin Massoumi

​​4547​​Senior Vice President and General Manager, Transportation Systems​

The following is a brief description of the capacities in which the above persons have served the Company and their business experience during at least the past five years. The biography of Mr. Bergera appears earlier in this proxy statement. See Proposal One: "Election“Proposal 1: Election of Directors."

”

Andrew Schmidt has served as our Vice President of Finance, Chief Financial Officer and Secretary since March 2015. Prior to joining us, Mr. Schmidt served as the Chief Financial Officer and Corporate Secretary of Smith Micro Software, Inc., a publicly-held provider of wireless and mobility software solutions from 2005 to May 2014. Prior to joining Smith Micro, Mr. Schmidt held CFO roles for several other public companies, including Genius Products, an entertainment company, and Mad Catz Interactive, a provider of console video game accessories. He also served as Vice President (Finance) of Peregrine Systems, a publicly-held provider of enterprise level software. Mr. Schmidt holds a B.B.A. degree in Finance from the University of Texas and an M.S. degree in Accountancy from San Diego State University.

Thomas N. Blair has served as our Chief Technology Officer, Agriculture and Weather Analytics since August 2017 and prior to that served as our Senior Vice President, Agriculture and Weather Analytics since July 2012. Prior to that, Mr. Blair served as General Manager for Trimble Navigation Limited, a provider of integrated positioning, wireless, and software technology solutions, from 2007 to August 2011, and as Vice President for New Business development at @Road, Inc., a leading provider of mobile resource management solutions, from 2006 to 2007. He also worked as Director of Business and Corporate Development at iAnywhere Solutions, a Sybase company, from 2003 to 2006. Mr. Blair holds a B.S. degree in Management Information Systems from DeVry Institute of Technology and an M.S. degree in Computer Science from Rochester Institute of Technology.

Joseph Boissy has served as our Chief Marketing Officer since January 2017. Prior to that, Mr. Boissy served as Chief Marketing Officer of Vendavo, Inc. (acquired by Francisco Partners in October 2014), a provider of margin and profit optimization solutions, from September 2013 to November 2016. Prior to that, he served as the Chief Marketing Officer at 3VR Inc., a video intelligence solutions provider, from October 2011 to September 2013. From February 2002 to October 2011, he served in various management positions at ILOG, Inc. (acquired by IBM in July 2008), a provider of business rule management systems, most recently as Vice President ILOG Worldwide Marketing, then Program Director, Go-to-Market Strategy and Industry Marketing IBM WebSphere. Mr. Boissy was Vice President Program Management, Credient at SunGard Trading & Risk Systems Inc., a provider of financial software solutions and services, from 2000 to 2002, and from 1997 to 2000, he served in management positions in product development, support and product management, most recently as the Vice President Product Marketing, with Infinity Financial Technology, Inc., a


financial trading and risk management software solutions provider that was acquired by SunGard in October 1997. Prior to Infinity, Mr. Boissy was Director Product Development at Diagram Financial Software, Inc. (now part of Thomson Reuters) from 1993 to 1997. Mr. Boissy holds a B.S. degree in Electrical Engineering from the Lebanese University (Lebanon) and a M.S. degree in Computer Science and Data Analytics from the University of Paris XI (France).

James ChambersDouglas L. Groves has served as our Senior Vice President and General Manager, AgricultureChief Financial Officer, since he joined on December 4, 2019. Mr. Groves has more than 30 years of unique and Weather Analytics since August 2017. Prior to that, Mr. Chambers served as Chief Executive Officer of Observant, Inc. (acquired by Jain Irrigation, Inc. in February 2017), a provider of agricultural in-field hardware and cloud based applications for precision farm water management, from February 2016 to February 2017. From June 2013 to February 2016,highly valuable experience. Most recently, he served as DirectorVice President, Chief Financial Officer and Treasurer of MarketingDucommun, Inc., through June 2019, having joined the company in January 2013. Through December 2012, he held the position of Corporate Vice President and Chief Information Officer at Bayer CropScience,Beckman Coulter, following a series of financial roles at the company specializedbeginning in agriculture, and lifesciences.January 1998. Beckman Coulter was acquired by Danaher Corporation in February 2011. Prior to that,joining Beckman Coulter, Mr. Chambers served in various key management positionsGroves was corporate controller of a privately held civil engineering firm and senior auditor and consultant at divisionsDeloitte & Touche. Mr. Groves holds an M.B.A. from the University of Deere & Company, including John Deere Water (acquired by FIMI Opportunity Funds in June 2014), a provider of integrated Ag water management solutions, most recently as Director of Global Product ManagementSouthern California and Marketing and then as the Director of Global Technology Solutions, from August 2010 to May 2013, and John Deere Agri Services, Inc. (acquired by Constellation Software, Inc. in January 2011), a provider of software solutions for the agricultural supply chain, most recently as the General Manager for the Specialty Crop Business Unit and then as the Director of Marketing, from June 2006 to August 2010. From January 2003 to June 2006, he was Global Business Manager at Valent BioSciences Corporation, a provider of technologies and products for the agricultural, public health, forestry and household markets, and from March 2001 to January 2003, he was Director of Global Sales and Marketing with AgraQuest (acquired by Bayer CropScience in July 2012), a supplier of biological pest management solutions. From 1989 to 2001, Mr. Chambers served in various management positions at Monsanto Company, a provider of agriculture products for farmers, most recently as Business Development Manager and Financial Analyst, then as Marketing Manager Animal Productivity and Market and Sales Manager. Mr. Chambers holds a B.S. degree in Agriculture Business Management and EconomicsAccountancy from The OhioCalifornia State University.University, Long Beach.

Todd Kreter has served as our Senior Vice President and General Manager, Roadway Sensors since May 2014. Mr. Kreter served as our Senior Vice President, Sensors Development and Operations from May 2009 to May 2014 and as Vice President of Engineering from November 2007 to May 2009. Prior to joining us, Mr. Kreter served in a number of executive positions at Quantum Corporation, most recently as the VP Global Services from 2004 to January 2007, where he managed the company'scompany’s worldwide customer service organization. Mr. Kreter holds a B.S. degree in Mechanical Engineering from California State University, Fullerton.

Ramin Massoumi has served as our Senior Vice President and General Manager, Transportation Systems since March 2015. Mr. Massoumi joined Iteris in 1998 and served in a number of executive and managerial positions prior to the promotion to his current position, most recently as our Vice President of Business Development from June 2011 to March 2015. Throughout his career, his focus has been in the application of advanced technologies in the traffic management market, and has led projects throughout the United States and the Middle East. Mr. Massoumi also serves as a director of the Intelligent Transportation Society of America’s National and California State Chapter Boards of Directors and as a lecturer of upper division courses on transportation engineering, ITS and multi-modal operation at University of California, at Irvine. Mr. Massoumi holds a B.S. degree in Civil Engineering from the University of California, Irvine, and an M.S. degree in Engineering from the University of California, Berkeley, and an M.B.A. from the University of Southern California.


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​​​​


Executive Compensation and Other Information
Executive Compensation
The following is a summary of the compensation policies, plans and arrangements for our executive officers. This summary should be read in conjunction with the Summary Compensation DiscussionTable and Analysis

related disclosures set forth below. We are eligible to, and have chosen to, comply with the executive compensation disclosure rules applicable to a “smaller reporting company,” as defined in the applicable SEC rules, but we have also voluntarily included additional disclosure about our executive compensation program to help our stockholders understand our executive compensation program. This section discusses the principles underlying our compensation policies for our executive officers who are named in the Summary“Summary Compensation TableTable” below, who we refer to as our "named“named executive officers"officers” or "NEOs"“NEOs” for Fiscal 2017 and who include the following executive officers:2020:

•

    •
    Joe
J. Joseph (“Joe”) Bergera, our Chief Executive Officer, President and Director;
​
•

•
Andrew Schmidt,
Douglas L. Groves, our Chief Financial Officer, Senior Vice President of Finance and Secretary; and
​
•

•
Thomas N. Blair, our Senior Vice President, Agriculture and Weather Analytics;

•
Todd Kreter, our Senior Vice President and General Manager, Roadway Sensors; and

•
Ramin Massoumi, our Senior Vice President and General Manager, Transportation Systems.

​
•
Andrew Schmidt, our former Chief Financial Officer, Vice President of Finance and Secretary.
​
Fiscal 2020 Business Results Summary
We are a provider of smart mobility infrastructure solutions. Municipalities, government agencies, and other transportation infrastructure providers use our solutions to monitor, visualize, and optimize mobility infrastructure to help ensure roads are safe, travel is efficient, and communities thrive. Our reportable segments consist of: Roadway Sensors, Transportation Systems, and, prior to May 5, 2020, Agriculture and Weather Analytics (“AWA”). During Fiscal 2020, we made significant progress across a range of financial and strategic dimensions, including the highlights below.
•
Reported Fiscal 2020 total revenue of $114.1 million, representing a 15% increase over the $99.1 million that we reported in Fiscal 2019;
​
•
Recorded total net bookings for Fiscal 2020 of $121.0 million, up 15% year over year(1);
​
•
Completed a subscribed public offering of 6,182,797 shares of our common stock in June 2019 that resulted in net proceeds of $26.8 million;
​
•
Completed the acquisition of Albeck Gerken, Inc. which enhanced our presence in Florida, a strategic geography, and contributed approximately $6.4 million of service revenue and approximately $1.7 million of net income;
​
•
Prepared for the transaction to sell the Company’s AWA business segment to DTN, LLC (“DTN”), which was closed on May 5, 2020 for a total purchase price of $12.0 million. DTN is an operating company of TBG AG, a Swiss-based holding company; and
​
•
Negotiated certain ancillary agreements with DTN that will provide us with ongoing access to weather and pavement data that it integrates into our transportation software products, and a joint development agreement under which the parties agreed to pursue future joint opportunities in the global transportation market.
​
​
(1)
Net bookings is an operational measure representing the total dollar value of all definitive contracts executed during the relevant period, net of cancellations of previously authorized contract funding.
​
Fiscal 2020 Executive Compensation Results Overview
The Compensation Committee did not make any material changes to the named executive compensation program for Fiscal 2020 as compared to Fiscal 2019. As previously stated, the named executive compensation plan is composed of three elements; base salary, short-term annual incentive, and long-term equity incentive. The base salaries reflect the market for similar roles at similar companies. The short-term incentives have

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specific targets tied to the company’s financial performance. Below is a summary of the results of our executive compensation program for Fiscal 2020:
•
In the first half of Fiscal 2020, after reviewing pay governance guidelines, receiving guidance from the Compensation Committee’s compensation consultant, FW Cook, reviewing prevailing compensation practices, and evaluating recent Company performance, the Compensation Committee approved the base salary increases for the named executive officers. These increases averaged 3.4% for our named executive officers.
​
•
Our named executive officers’ target bonuses for Fiscal 2020 remained unchanged from the target bonus levels in place during Fiscal 2019. Messrs. Bergera and Groves’ annual bonus targets were Iteris revenue and Iteris adjusted operating income. Because Mr. Massoumi leads the Transportation Systems business unit, he had four targets, including Iteris revenue, Iteris adjusted operating income, Transportation Systems revenue and Transportation Systems contribution margin. The annual cash performance bonuses for the named executive officers in Fiscal 2020 were earned at 56% of target for Messrs. Bergera and Groves, and 89% of target for Mr. Massoumi. The corporate bonus objectives for Messrs. Bergera and Groves paid out on the Iteris revenue target but missed the minimum threshold on the Iteris adjusted operating income target. Mr. Massoumi’s bonus paid out on both Transportation Systems revenue and Transportation Systems contribution margin targets (in addition to performance against the Iteris revenue). Individual performance against management performance objectives is also considered in determining the final annual bonus payouts. See “Fiscal 2020 Cash-Based Bonus Plan” table below for further details about results of our annual cash-based bonus program for Fiscal 2020.
​
•
The long-term incentive compensation program for named executive officers for Fiscal 2020 consisted of stock options that vest over four years at a rate of 25% per year, which was consistent with typical peer practices.
​
•
Commencing in Fiscal 2021, in response to stockholder feedback, the Company updated its long-term incentive compensation program to incorporate the use of performance-based restricted stock units (“PSUs”).
​
•
Commencing with Fiscal Year 2021, the Company has rebalanced management’s long-term incentive compensation to include a mix of stock options (50%), restricted stock units (“RSUs”) (25%), and PSUs (25%) (with percentages measured based on the awards’ grant date values, assuming target level achievement of applicable performance goals in the case of PSUs).See “Fiscal 2021 Long-Term Incentive Compensation Updates” below for further details about updates to the executive compensation plan for Fiscal 2021.
​

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Characteristics of our Executive Compensation Programs
Our executive compensation programs include a number of practices intended to align the interests of management and our stockholders.
​What We Have​​What We Do Not Have​
​
+
We have approximately 68% of target direct compensation for the chief executive officer (and 53% of the other named executive officers) that is performance-based or is at-risk
​
+
We have a performance-based long-term incentive plan commencing in Fiscal 2021 that utilizes PSUs, RSUs, and stock options
​
+
We have a clawback policy in place for our annual and long-term incentive plans
​
+
We have stock ownership guidelines in place for directors
​
+
We have an independent compensation consultant to advise our Compensation Committee
​
+
We have ongoing stockholder outreach efforts to obtain input on our compensation practices
​
​​
✓
We do not provide 280G excise tax gross-ups
​
✓
We do not provide any pension or supplemental retirement benefits
​
✓
We do not provide for any “single trigger” equity vesting for equity awards
​
✓
We prohibit repricing options without shareholder approval
​
✓
We prohibit granting stock options with an exercise price below 100% of fair market value
​
✓
We do not provide any perquisites
​
​
Impact of 2019 Say-on-Pay Vote
The most recent stockholder advisory vote on named executive officer compensation required under the SEC rules was held on September 12, 2019. Approximately 72.4% of the total votes cast on such proposal (which excluded broker non-votes) were in favor of the compensation of our named executive officers. Based both on this result and the Board’s commitment to continue to strengthen the compensation plan for the Company’s named executive officers, the Compensation Committee evaluated and modified elements of the Company’s compensation plan to better align management’s long-term incentive compensation with stockholder interests. Specifically, the Company determined that, commencing in Fiscal 2020, a portion of long-term incentive compensation will be granted in the form of performance stock units (“PSUs”), which may be earned based on the achievement of certain financial performance and total stockholder return metrics. Prior to implementing these changes to our long-term incentive compensation, the Company invited several of our largest stockholders to provide comments on the proposed changes and accordingly made adjustments to the original proposal to reflect investor feedback prior to finalizing the plan structure.
As the Company continues to grow and mature, the Compensation Committee will continue to make appropriate adjustments to our management team’s long-term incentive compensation. Currently, based on the voting preference of the Company’s stockholders, advisory votes on executive officer compensation will be conducted every year. The Compensation Committee will continue to take into account each such advisory vote in order to determine whether any subsequent changes to the Company’s executive compensation programs and policies would be warranted to reflect any stockholder concerns reflected in those advisory votes.

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Compensation Philosophy and Objectives

Our executive compensation plans and arrangements are overseen and administered by our Compensation Committee, which is comprised entirely of independent directors as determined in accordance with applicable Nasdaq and SEC rules. Our philosophy is to provide our named executive officers with compensation that will motivate and retain them, provide them with meaningful incentives to achieve and exceed short-term and long-term corporate objectives set by our Compensation Committee, and align their long-term interests with those of our stockholders. Based on this philosophy, the compensation programs for our named executive officers are designed to achieve the following primary objectives:

•

establish a compensation structure that is competitive enough to attract, retain and motivate outstanding executive talent;
​
•

•
ensure that any cash incentive compensation programs for our named executive officers are aligned with our corporate strategies and business objectives by tying the potential payouts under such programs to the achievement of key strategic, financial and operational goals; and
​
•

•
utilize long-term equity awards to align interests between our named executive officers and stockholders.

​
Impact of 2016 Say-on-Pay Vote

        The most recent stockholder advisory vote on executive officer compensation required under the federal securities laws was held on December 15, 2016. Approximately 81.5% of the total votes cast on such proposal (which excluded broker non-votes) were in favor of the compensation of the named executive officers, as that compensation was disclosed in the various compensation tables and narrative that appeared in the Company's proxy statement dated November 21, 2016. Based on that high level of stockholder approval, the Compensation Committee decided not to make any material changes to the Company's compensation philosophies, policies and practices for the 2017 fiscal year compensation of the named executive officers. Based on the voting preference of the Company's stockholders, advisory votes on executive officer compensation will be conducted every three years; accordingly, the next advisory vote will be conducted at the 2019 Annual Meeting of Stockholders. The Compensation Committee will continue to take into account each such advisory vote in order to determine whether any subsequent changes to the Company's executive compensation programs and policies would be warranted to reflect any stockholder concerns reflected in those advisory votes.

Annual Review of Cash and Equity Compensation; Role of Compensation Consultant

We conduct an annual review of the aggregate level of our executive compensation, as well as the mix of elements used to compensate our executive officers to ensure that compensation is structured appropriately to achieve our objectives. We review each component of compensation as related but distinct. Although the Compensation Committee reviews total compensation, it has not adopted any formal guidelines for allocating total compensation between cash and equity compensation. We


determine the appropriate level of each compensation component based in part, but not exclusively, on our retention goals and short-term and long-term objectives.

This review generally occurs in the first quarter of each fiscal year at which time the Compensation Committee establishes executive officer base salaries for the following fiscal year, reviews and approves any bonus awards and programs, establishes the performance objectives for our cash based bonus plan, and may grant of equity compensation to the executive officers to ensure their interests are aligned with our stockholders and for retention.
In Fiscal 2016,2020, the Compensation Committee engaged Frederic W. Cook & Co., Inc.,retained the services of an independent compensation consultant,consulting firm, FW Cook, to assist in the review of itsadvise on executive compensation policies and procedures with respect to our Fiscal 2016 executive officer compensation. This consultantFW Cook provided the Compensation Committee with market data and analysis of our total direct compensation for eachsuch executive officer positionpositions as compared with the competitive market and also provided market data for director compensation. The Company did not use a compensation consultantmarket. FW Cook reports only to establish executive officer or director compensation in Fiscal 2017; however, Frederic W. Cook & Co., Inc. did assist the Company in the design of the Company's 2016 Plan, which was approved by the stockholders at the 2016 Annual Meeting of Stockholders.

        In setting executive compensation, the Compensation Committee takes into account a number of factors, includingand did not performed any other work for the nature andCompany during Fiscal 2020 beyond its services related to executive compensation. As provided in its charter, the Compensation Committee has the authority to determine the scope of the named executive officer's responsibilities, his or her individual performance levelFW Cook’s services and contribution to the achievement of our corporate objectives, the experience level of the executive, the recommendations of our Chief Executive Officer for each individual's compensation package (other than his own) and the compensation trends in the industry.

may terminate their engagement at any time.

As part of the review process, our Chief Executive Officer provides our Compensation Committee with his recommendations as to the base salary, cash bonus potential and long-term equity incentive awardawards for each of our named executive officers other than himself based on that officer'sofficer’s level of responsibility, individual performance and contribution to the attainment of our strategic corporate objectives and market data. Our Compensation Committee takes the Chief Executive Officer'sOfficer’s recommendations into consideration in setting named executive officer compensation, but retains complete discretionary authority to make all compensation-related decisions for our named executive officers. Our Compensation Committee makes its compensation decisions with respect to the Chief Executive Officer on the basis of relevant market data furnished by a variety of sources and its subjective assessment of his individual performance and contributions to our overall corporate performance. Any decisions regarding our Chief Executive Officer'sOfficer’s compensation are made without himsuch officer present.


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Peer Groups
The Compensation Committee benchmarks our compensation programs to a peer group, which consists of publicly-traded technology companies in the applications software, systems software, and technology hardware industry categories, that are similar in size, as measured by revenues and market capitalization.
As of October 1, 2019, when competitive analyses were conducted for Fiscal 2020, the peer revenues ranged from $55 million to $254 million, with a median of $104 million, which compared to Iteris’ revenues of $99 million. Market capitalization on October 1, 2019 for the peers ranged from $41 million to $936 million, with a median of $180 million, which compared to Iteris’ market capitalization of $219 million.
The Fiscal 2020 peer group consisted of the following companies(1):
​
•
Agilysys, Inc.
​
•
AutoWeb, Inc.
​
•
Clearfield, Inc.
​
•
Digi International Inc.
​
•
Digital Turbine, Inc.
​
•
EMCORE Corporation
​
•
Intevac, Inc.
​
•
IntriCon Corporation
​
•
KVH Industries, Inc.
​
•
Majesco
​
•
MobileIron, Inc.
​
​​
•
Napco Security Technologies, Inc.
​
•
OneSpan Inc.
​
•
PCTEL, Inc.
​
•
Perceptron, Inc.
​
•
RealNetworks, Inc.
​
•
SeaChange International, Inc.
​
•
Telenav, Inc.
​
•
TransAct Technologies Incorporated
​
•
Upland Software, Inc.
​
•
Zix Corporation
​
​
​
(1)
Three companies were acquired from the Fiscal 2019 peer group and thus were removed for Fiscal 2020. These companies were Aerohive Networks, Inc., Maxwell Technologies, Inc., and Quantenna Communications, Inc.
​
The Compensation Committee evaluates our compensation program versus that of the peer companies with respect to both individual pay levels as well as the structure of the program. The Compensation Committee uses this data primarily to ensure that our executive compensation program as a whole is competitive. Market data is one of several factors that is used to evaluate compensation levels. Other factors may include individual and company performance, experience in the role, responsibility level, and internal equity.

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Compensation Components and Structure

We utilize threefour main components in structuring compensation programs for our named executive officers:

    •
    Base salary, which is the only
​​Pay Component​​​Rationale and Value to Stockholders​​
​​Base Salary​​​
•
Only fixed compensation element in the executive compensation program
​
•
Recruit and retain executive talent and provide an element of economic security from year-to-year
​
•
Reflects competitive market conditions
​
​​
​​
Performance-Based Cash Bonus
(Short-Term Incentive Program)
​​​
•
Motivates achievement of strategic priorities for the fiscal year as measured by financial and operational metrics
​
•
Diversified group of metrics to drive growth and stockholder value
​
​​
​​
Equity Incentive Awards (Options,
RSUs and PSUs)(1)
​​​
•
Encourages focus on long-term stockholder value creation (and PSUs link compensation to achievement of specified corporate financial performance objectives)
​
•
Aligns to stockholders interests
​
•
Provides long-term retention incentive of our executive talent
​
​​
​
(1)
Historically, the long-term incentive compensation for our named executive officers was largely in the form of stock options. Commencing in Fiscal 2020, the long-term incentive compensation component for our named executive officers will consist of stock options, RSUs and PSUs. For Fiscal 2020, the Company updated its long-term incentive compensation program to incorporate the use of performance-based PSUs. See “Fiscal 2021 Long-Term Incentive Compensation Updates” below for further details about updates to the executive compensation program and is primarily used to recruit and retain executive talent and provide an element of economic security from year to year;

•
Performance-based cash bonuses that are primarily designed to reward achievement of financial and operational goals; and

•
Equity incentive awards designed to ensure long-term retention of our executive talent and align their interests with those of our stockholders.

plan for Fiscal 2021.

​
We view each component of compensation as related but distinct. It is the practice of our Compensation Committee to allocate a substantial portion of each named executive officer'sofficer’s total compensation to performance and long-term incentive compensation as a result of the philosophy described above. While the Compensation Committee does establish specific performance criteria for


its cash-based bonus plan each year, there is no formal pre-established policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, and there are no pre-established ratios between the compensation of our Chief Executive Officer and that of the other named executive officers. Instead, our Compensation Committee determines the compensation of each named executive officer annually based on its review of the market data, its subjective analysis of that individual'sindividual’s performance and contribution to our financial performance and the other factors identified in the Compensation Decision-Making Process“Annual Review of Cash and Equity Compensation” section above to determine the appropriate level and balance of total compensation. We believe that this approach allows us to tailor compensation for each named executive officer to attract, retain and motivate that executive officer within the parameters of our compensation philosophy.

Base Salaries.   Base salaries are set at levels that are intended to recognize the experience, skills, knowledge and responsibilities required of all of our named executive officers. Each named executive officer'sofficer’s base salary level is typically reviewed on an annual basis and adjustments may be made to the individual'sindividual’s base salary on the basis of his or her level of performance, the overall performance of the Company and the various compensation trends in our industry.


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In June 2016,May 2019, the Compensation Committee reviewed the base salaries of the named executive officers and established the base salaries for Fiscal 20172020 for such officers as is set forth below.

below:
Named Executive Officer​​
Fiscal 2020
Annual Base
Salary
​
J. Joseph (“Joe”) Bergera​​​$430,000​​
Douglas L. Groves(1)
​​​​400,000​​
Andrew Schmidt(2)
​​​​373,375​​
Ramin Massoumi​​​​280,000​​
​
Named Executive Officer
 Fiscal 2017
Annual Base Salary		 

Joe Bergera

 $385,000 

Andrew Schmidt

  336,500 

Thomas N. Blair

  259,000 

Todd Kreter

  265,000 

Ramin Massoumi

  239,200 
(1)

Mr. Groves was hired December 4, 2019, and his Fiscal 20172020 base salary was set by the Compensation Committee with his commencement of employment.
​
(2)
Mr. Schmidt ceased to serve as our Chief Financal Officer, Vice President of Finance and Secretary on December 4, 2019.
​
Fiscal 2020 Cash-Based Bonus Plan ("2007(“2020 Bonus Plan"Plan”).   Our named executive officers are eligible to receive an annual cash-based bonus under our 20172020 Bonus Plan. Each year, our Compensation Committee establishes the performance objectives to be attained and the target bonuses payable based on the level of attainment of the specified goals, which generally include the Company'sCompany’s revenues and adjusted operating income for the fiscal year, the revenues and contribution margin of such officer'sofficer’s business unit, and personal objectives set for each officer ("MBOs"(“MBOs”). We define "contribution margin"“contribution margin” as the business unit'sunit’s adjusted operating income without corporate expense allocations. Corporate adjusted operating income and the adjusted operating income of each business unit is calculated on a non-GAAP basis to exclude amortization, depreciation, stock-based compensation, goodwill impairment charge, if any, and such other non-cash items that the Compensation Committee, in its sole discretion, believes are not directly indicative of the performance of the Company and the business units.
Mr. Bergera’s Fiscal 2020 annual bonus was based 20% on achievement of his MBOs, including among other things, achieving certain acquisition and post-acquisition integration objectives and executing on other strategic transformation activities. The Compensation Committee typically meets duringdetermined Mr. Bergera successfully executed on his MBOs, resulting in a 99% payout of the firstMBOs portion of his fiscal quarter of each year to evaluation the NEO's2020 annual bonus.
Mr. Groves’ Fiscal 2020 annual bonus was based 20% on achievement of such performance objectiveshis MBOs, including certain strategic transformation initiatives, talent recruitment and development, succession planning, attainment of certain expense reductions, and certain contributions to strategic financial planning for the Company. The Compensation Committee determined Mr. Groves successfully executed on his MBOs, and determined Mr. Groves earned 100% of the MBOs portion of his fiscal 2020 annual bonuses are typically paid out as soon as practicable thereafter.

bonus.
Mr. Massoumi’s Fiscal 2020 annual bonus was based 20% on achievement of his MBOs, including the development and enhancement of certain solutions, achievement of new customer and market development activities in the Transportation Systems business segment, and achievement of certain bookings targets. The Compensation Committee determined Mr. Massoumi successfully executed on his MBOs, resulting in a 98% payout of the MBOs portion of his Fiscal 2020 annual bonus.

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The corporate and business unit performance targets and the actual achievement of such objectives for Fiscal 20172020 were as follows (dollars in thousands):

follows:
Performance Components​​
No Bonuses
At or
Below
​​Target​​Maximum​​
Actual(1)
​​
%
Attained
​
Corporate Revenue​​​$87,560​​​​$109,450​​​​$136,813​​​​$107,672​​​​​98.4%​​
Corporate Adjusted Operating Income​​​​120​​​​​150​​​​​180​​​​​(919)​​​​​0.0​​
Transportation Systems Revenue​​​​43,400​​​​​54,250​​​​​67,813​​​​​51,588​​​​​95.1​​
Transportation Systems Contribution Margin​​​​5,950​​​​​7,438​​​​​9,298​​​​​8,836​​​​​118.8​​
​
Performance Components
 No Bonuses
At or Below		 Target Maximum Actual %
Attained		 

Corporate Revenue

 $75,101 $93,876 $112,651 $95,982  102.2%

Corporate Operating Income

  (4,174) (3,478) (2,782) (3,069)(1) 113.3 

Roadway Sensors Revenue

  35,021  43,776  52,531  42,270  96.3 

Roadway Sensors Contribution Margin

  7,037  8,796  10,555  9,799  111.4 

Transportation Systems Revenue

  35,543  44,429  53,315  49,270  110.9 

Transportation Systems Contribution Margin

  5,164  6,455  7,746  8,482  131.4 

Agriculture and Weather Analytics Revenue

  4,538  5,672  6,806  4,542  0.0 

Agriculture and Weather Analytics Contribution Margin

  (8,346) (6,955) (5,564) (7,389)(1) 94.1 
(1)
(1)
ActualThe 2020 Bonus Plan excluded results exclude a $2.2 million goodwill impairment charge.
from the AGI acquisition.

​
If our performance for Fiscal 20172020 exceeded the Company and business unit performance targets set for bonus purposes, the named executive officersNEOs could have earned an additional bonus of up to 50% of the target bonus award that was not based upon achieving individual objectives. The full 50% additional bonus would have been earned by the NEOs if the Company had achieved the performance goals set forth under the "Maximum"“Maximum” column above. If the Company had achieved performance that was less than the goals set forth under the "Maximum"“Maximum” column but more than the amounts set forth under the "Target"“Target” column, the additional bonus payable would have been proportional, or based on the level of the Maximum goal achieved when measured from the Target amount. For example, if the performance had exceeded the Target goal by 25% of the difference between the Maximum and Target amounts, then 25% of the 50% additional bonus relating to such performance goal would have been payable.


The Compensation Committee typically meets near the end of the first fiscal quarter of each year to evaluate each NEO’s achievement of their respective MBOs and annual bonuses are typically paid out as soon as practicable thereafter.

The performance objectives, target bonus and actual bonus for each of our named executive officers for Fiscal 2017 is2020 were as follows:

Named Executive Officer​​
Performance
Objectives
Allocation (%)
​​
2020 Target
Bonus ($)
​​
2020 Actual
Bonus ($)
​​
% of Target
Awarded (%)
​
Joe Bergera​​​​​​​​​$322,500​​​​$180,155​​​​​56%​​
Corporate Revenue​​​​40%​​​​​​​​​​​​​​​​​​​​
Corporate Adjusted Operating Income​​​​40​​​​​​​​​​​​​​​​​​​​
MBOs​​​​20​​​​​​​​​​​​​​​​​​​​
Douglas L. Groves(1)
​​​​​​​​​​66,667​​​​​37,334​​​​​56​​
Corporate Revenue​​​​40​​​​​​​​​​​​​​​​​​​​
Corporate Adjusted Operating Income​​​​40​​​​​​​​​​​​​​​​​​​​
MBOs​​​​20​​​​​​​​​​​​​​​​​​​​
Ramin Massoumi​​​​​​​​​​154,000​​​​​136,531​​​​​89​​
Transportation Systems Revenue​​​​25​​​​​​​​​​​​​​​​​​​​
Transportation Systems Contribution Margin​​​​25​​​​​​​​​​​​​​​​​​​​
Corporate Revenue​​​​15​​​​​​​​​​​​​​​​​​​​
Corporate Adjusted Operating Income​​​​15​​​​​​​​​​​​​​​​​​​​
MBOs​​​​20​​​​​​​​​​​​​​​​​​​​
​
(1)
Mr. Groves was hired December 4, 2019 and his Fiscal 2020 bonus was pro-rated to reflect the portion of Fiscal 2020 during which he was employed with the Company.
​

Named Executive Officer
 Performance
Objectives
Allocation
(%)		 2017 Target
Bonus		 2017 Actual
Bonus		 % of Target
Awarded		 

Joe Bergera

    $300,000 $354,000  118%

Corporate Revenue

  40%         

Corporate Operating Income

  40%         

MBOs

  20%         

Andrew Schmidt

    $134,600 $161,970  120%

Corporate Revenue

  40%         

Corporate Operating Income

  40%         

MBOs

  20%         

Thomas N. Blair

    $142,321 $91,598  64%

Ag & Weather Analytics Revenue

  30%         

Ag & Weather Analytics Contribution Margin

  20%         

Corporate Revenue

  15%         

Corporate Operating Income

  15%         

MBOs

  20%         

Todd Kreter

    $145,757  154,692  106%

Roadway Sensors Revenue

  25%         

Roadway Sensors Contribution Margin

  25%         

Corporate Revenue

  15%         

Corporate Operating Income

  15%         

MBOs

             

Ramin Massoumi

    $131,583 $159,234  121%

Transportation Systems Revenue

  25%         

Transportation Systems Contribution Margin

  25%         

Corporate Revenue

  15%         

Corporate Operating Income

  15%         

MBOs

  20%         
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        See 2017 Grant of Plan-Based Awards below for additional information on Fiscal 2017 cash bonuses.

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Equity Compensation.   Our equity award program is the primary vehicleone of our vehicles for offering long-term incentives to our named executive officers and providing an inducement for long-term retention. Our equity component also aligns the interests of our named executive officers with those of our stockholders and focuses their attention on the creation of stockholder value in the form of stock price appreciation. The Compensation Committee uses both stock options and restricted stock units as part of the Company's long-term incentive program for named executive officers, and the relative allocation of such instruments may vary from time to time. The Company believes that there are several advantages of using restricted stock units including ongoing concerns over the dilutive effect of option grants on the Company's outstanding shares, the Company's desire to have a more direct correlation between the compensation expense it must record for financial accounting purposes and the actual value delivered to executive officers, and the fact that the incentive and retention value of a restricted stock unit award is less affected by market volatility than stock options. We believe that the equity-based compensation provides our named executive officers with a direct interest in our long-term performance and creates an ownership culture that establishes a mutuality of interests between our named executive officers and our stockholders. We have had no program, plan or practice pertaining to the timing of stock option grants to named executive officers coinciding with the release of material non-public information.


To reward and retain our named executive officers in a manner that best aligns employees’ interests with stockholders’ interests, we have historically used stock options as the primary incentive vehicles for long-term compensation. We believe that stock options are an effective tool for meeting our compensation goal of increasing long-term stockholder value by tying the value of the stock options to our future performance. Because executives are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price, we believe stock options provide meaningful incentives to employees to achieve increases in the value of our stock over time. The exercise price of each stock option grant is the fair market value of our common stock on the grant date, as determined under our equity plan. Stock option awards generally in four equal annual installments over a four-year period, subject to continuous service through each vesting date. From time to time, our Compensation Committee may, however, determine that a different vesting schedule is appropriate.

We have also, from time to time, awarded RSUs to our named executive officers, which vest over a three-year period, but no RSUs were granted to our named executive officers during Fiscal 2020.
Typically, the Compensation Committee provides grant guidelines to our Chief Executive Officer, who in turn will make recommendations back to the Compensation Committee regarding the number of options to be granted to our executive officers.officers (other than himself). See 2017“Fiscal 2020 Grant of Plan-Based AwardsAwards” table below for the Fiscal 2020 awards made to our named executive officers, all of which were granted in the form of stock options.
Fiscal 2021 Long-Term Incentive Compensation Updates.   Commencing with Fiscal Year 2021, in response to stockholder feedback and consultation with FW Cook, the Compensation Committee determined to rebalance management’s long-term incentive compensation to include a mix of stock options (50%), restricted stock units (RSUs) (25%), and performance stock units (PSUs) (25%) (with percentages measured based on the awards’ grant date values, assuming target level achievement of applicable performance goals in the case of PSUs), as follows:
•
50% of the long-term incentive compensation for our named executive officers will be granted in the form of stock options, which will vest in accordance with the standard four-year vesting schedule described above.
​
•
25% of the long-term incentive compensation for our named executive officers will be granted in the form of RSUs, which will vest over three years, with 50% of such RSUs vesting on the second anniversary of the grant date and 50% of such RSUs vesting on the third anniversary of the grant date. Each RSU represents a contingent right to receive one share of the Company’s common stock if vesting is satisfied.
​
•
25% of the long-term compensation for our named executive officers will be granted in the form of PSUs. Each PSU represents a contingent right to receive one share of the Company’s common stock if vesting is satisfied. The number of PSUs that vest at the end of each three-year performance period will depend, in part, on the Company’s average revenues per share and cash flow from operations performance during the three-year performance period and, in part, on the Company’s total stockholder return (“rTSR”) relative to the Russell 2000 over the three-year performance period. Executives will receive payment with respect to the PSUs, in the form of shares of the Company’s common stock, at the conclusion of the performance period, upon establishment of final performance results.
​
•
Between 0% and 160% of the PSUs will be eligible to vest based on average annual performance during the three-year performance period relative to the revenues per share and cash flow from operations objectives to be established by the Compensation Committee at the beginning of each year. In addition, the final PSU vesting based on the revenues per share and cash flow from operations performance will be subject to a modifier between .75x-1.25x based on the Company’s rTSR relative to the Russell 2000 during the performance period, for a maximum achievement percentage of 200% of the “target” number of PSUs.
​

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Benefit Plans
Section 401(k) Plan.   We make available a tax-qualified retirement plan that provides eligible employees, including our executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Participants are able to defer a portion of their eligible compensation, subject to applicable annual limits under the Internal Revenue Code of 1986, as amended (the “Code”). Pre-tax contributions are allocated to each participant’s individual account and may be invested in selected alternative investments according to the participant’s direction. We do currently make a matching contribution under the 401(k) plan up to a maximum of 4% of the employee’s base salary. Such matching contribution is at the discretion of the Board and is typically evaluated on an annual basis.
Employee Stock Purchase Plan.   We maintain an employee stock purchase plan (the “ESPP”), which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, to promote stock ownership by our employees. The ESPP was approved by our stockholders in November 2017, and 1,000,000 shares of common stock have been reserved for issuance under the ESPP. Under the ESPP, eligible employees are able to acquire, at a price equal to 95% of the lower of the fair market price at the beginning or end of the 6-month purchase period, shares of our common stock by accumulating funds through payroll deductions.
Health and Welfare Benefits.   Our named executive officers are eligible to participate in all our employee benefit plans, including our medical, dental, vision, group life and disability insurance plans, in each case on the same basis as other employees. We believe that these health and welfare benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits.
Perquisites.   We do not provide significant perquisites or personal benefits to our named executive officers.
Post-Employment Compensation
For a summary of the material terms and conditions of our post-employment compensation arrangements, see “— Potential Payments upon Termination or Change in Control” below.
Incentive Compensation Clawback Policy
In July 2020, the Board adopted a Clawback Policy (the “Clawback Policy”) to create and maintain a culture that emphasizes integrity and accountability, and that reinforces the Company’s pay-for-performance compensation philosophy. Under the Clawback Policy, the Compensation Committee may direct the Company to seek to recover incentive compensation awarded or paid to an executive officer or other employee of the Company deemed subject to the Clawback Policy (“covered persons”) for a fiscal period if the Company must subsequently restate its financial statements.
The Clawback Policy is in addition to any recovery rights provided under applicable law. The Board continues to monitor regulatory developments and intends to further review and revise the Clawback Policy, if necessary, to comply with any final regulations issued for the purpose of implementing the requirements of the Dodd-Frank Act.
Policy against Hedging and Pledging
The Company does not currently have a policy against hedging or pledging in our equity securities by our executive officers, directors or employees.

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Compensation Risk Assessment
The Compensation Committee has evaluated our compensation programs and policies as generally applicable to our employees to ascertain any potential material risks that may be created by the compensation programs. The Compensation Committee concluded that our compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse impact on our business or our financial condition. The following compensation design features help minimize the incentives for excessive risk-taking and keeps our named executive officers focused on the creation of long-term, sustainable value for our stockholders:
•
Our base pay programs consist of generally competitive salary rates that represent a reasonable portion of total compensation and provide a reliable level of income on a regular basis, which decreases incentive on the part of our executives to take unnecessary or imprudent risks;
​
•
To further ensure that the interests of our named executive officers are aligned with those of our stockholders, commencing with Fiscal 2021, a portion of executive officer long-term incentive compensation will be awarded as equity subject to performance- and time-based vesting requirements. RSUs and PSUs will vest and settle over a three-year period, as applicable — in the case of RSUs, 50% vesting after two years and remaining vesting after completion of three years, and in the case of PSUs, cliff-vesting based on achievement of applicable performance goals at the end of a three-year performance period.
​
•
A portion of each executive’s incentive compensation opportunity is tied to long-term incentive compensation that emphasizes sustained performance over time. This reduces any incentive to take risks that might increase short-term compensation at the expense of longer term results;
​
•
Annual equity awards have multi-year vesting which aligns the long-term interests of our executives with those of our stockholders and, again, discourages the taking of short-term risk at the expense of long-term performance; and
​
•
Each officer has multiple performance objectives, some of which relate to the Company as a whole, which is more difficult for an officer to manipulate.
​
Tax Deductibility of Executive Compensation
The Compensation Committee considers the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our executive officers. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for “covered employees.” While we consider the tax deductibility of each element of executive compensation as a factor in our overall compensation program, the compensation committee, however, retains the discretion to approve compensation that may not qualify for the compensation deduction if, considering all applicable circumstances, it would be in our best interest for such compensation to be paid without regard to whether it may be tax deductible.
Accounting for Stock-Based Compensation
Under FASB ASC 718, we are required to estimate the grant date “fair value” for each grant of equity award using various assumptions. This calculation is performed for accounting purposes and reported in the compensation tables in this proxy statement, even though recipients may never realize any value from their awards.

ASC 718 also requires us to recognize the compensation cost of stock-based awards in our income statements over the period that an employee is required to render service in exchange for the award.


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Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the discussion and analysis of the compensation of our named executive officers as disclosed in this proxy statement under the heading “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in the Annual Report and this proxy statement.
Luke P. Schneider
Laura L. Siegal
Thomas L. Thomas (Chairman)

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Executive Compensation Tables
Summary Compensation Table

The following table shows information regarding the compensation earned for the fiscal years ended March 31, 2017, 20162020, 2019 and 20152018 by (i) our Chief Executive Officer, (ii) our Chief Financial Officer and (iii) our threetwo other most highly compensated executive officers (other than our Chief Executive and Financial Officers)Officer) who were serving as executive officers as of March 31, 2017.2020, and (iii) one other individual who would have been an executive officer described in clause (ii) but for the fact he is no longer serving as an executive officer as of March 31, 2020. The officers listed below are collectively referred to as the "named“named executive officers"officers” or "NEOs"“NEOs” in this report.

proxy statement.
Name and Principal Position​​
Fiscal
Year
​​Salary​​Bonus​​
Option
Awards(1)
​​
Non-Equity
Incentive Plan
Compensation(2)
​​
All Other
Compensation(3)
​​Total​
J. Joseph (“Joe”) Bergera
Chief Executive Officer and
President
​​​​2020​​​​$430,314​​​​$—​​​​$634,300​​​​$180,155​​​​$11,351​​​​$1,256,120​​
​​​2019​​​​​412,894​​​​​—​​​​​421,425​​​​​137,280​​​​​17,118​​​​​988,716​​
​​​2018​​​​​396,648​​​​​—​​​​​649,328​​​​​180,000​​​​​8,848​​​​​1,234,825​​
Douglas L. Groves
Chief Financial Officer, Senior Vice President of Finance and Secretary
​​​​2020​​​​​121,617(4)​​​​​—​​​​​489,540​​​​​37,333​​​​​4,800​​​​​653,290​​
Andrew Schmidt(5)
Former Chief Financial Officer, Vice President of Finance and Secretary
​​​​2020​​​​​307,587​​​​​—​​​​​—​​​​​—​​​​​431,435(6)​​​​​738,022​​
​​​2019​​​​​358,670​​​​​—​​​​​159,205​​​​​71,775​​​​​12,792​​​​​602,442​​
​​​2018​​​​​346,138​​​​​15,000(7)​​​​​259,731​​​​​94,035​​​​​8,683​​​​​723,587​​
Ramin Massoumi
Senior Vice President and
General Manager, Roadway
Sensors
​​​​2020​​​​​279,688​​​​​—​​​​​177,604​​​​​136,531​​​​​10,262​​​​​604,084​​
​​​2019​​​​​268,306​​​​​—​​​​​112,380​​​​​70,166​​​​​11,440​​​​​462,293​​
​​​2018​​​​​254,932​​​​​—​​​​​194,799​​​​​127,925​​​​​5,641​​​​​583,297​​
​
Name and Principal Position
 Fiscal
Year		 Salary Bonus Stock
Awards(1)		 Non-Equity
Incentive Plan
Compensation(2)		 All Other
Compensation(3)		 Total 

Joe Bergera(4)

  2017 $399,816 $— $328,362 $354,000 $3,594 $1,085,772 

Chief Executive Officer

  2016  197,502  150,000(5) 1,659,150  63,080  7,610  2,077,342 

and President

  2015  —  —  —  —  —  — 

Andrew Schmidt

  
2017		  
346,790		  
—		  
164,181		  
161,970		  
8,118		  
681,059		 

Chief Financial Officer

  2016  325,000  32,500(6) 91,950  40,369  9,750  499,569 

Vice President of

  2015  18,750  —  101,821  —  —  120,571 

Finance and Secretary

                      

Thomas N. Blair

  
2017		  
266,705		  
—		  
422,949
(7)		 
91,598		  
8,009		  
789,261		 

Senior Vice President,

  2016  250,016  —  91,950  72,977  7,650  422,593 

Agriculture and Weather

  2015  250,549  —  53,715  47,364  7,812  359,440 

Analytics

                      

Todd Kreter

  
2017		  
271,745		  
—		  
164,181		  
154,691		  
8,060		  
598,677		 

Senior Vice President

  2016  250,016  —  91,950  85,296  7,650  434,912 

and GM, Roadway

  2015  250,982  —  53,715  105,000  7,949  417,646 

Sensors

                      

Ramin Massoumi

  
2017		  
241,522		  
—		  
164,181		  
159,234		  
7,365		  
569,302		 

Senior Vice President

  2016  209,248  —  24,520  35,592  6,441  275,801 

and GM, Transportation

  2015  188,655  —  19,940  29,580  5,237  243,412 

Systems

                      
(1)
(1)
The dollar amounts shown represent the grant date fair value of stock options granted during the applicable fiscal year determined in accordance with ASC 718. Under ASC 718, the grant date fair value of the stock options is determined pursuant to the Black-Scholes-Merton option pricing formula. For a discussion of valuation assumptions used in the calculations, see Note 118 of Notes to our consolidated financial statementsConsolidated Financial Statements, included in Part II, Item 8 in the Annual Report. See also our discussion of stock-based compensation under "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations — Critical Accounting Policies and Estimates"Estimates” in Part II, Item 7 in the Annual Report. The options have an exercise price equal to the closing sales price of our common stock as of the grant date and vest in equal annual installments over four years and are not exercisable until vested.
​
(2)

(2)
The amounts shown in this column constitute the cash bonuses paid to each named executive officer based on the attainment of certain pre-established criteria.management objectives. These awards are discussed in further detail under "Plan-Based Bonuses" below.“Fiscal 2020 Cash-Based Bonus Plan” above.
​
(3)

(3)
Except as otherwise noted, represents Section 401(k) plan employer contributions paid by us.
​
(4)

(4)
Mr. BergeraGroves was hired effective September 23, 2015December 4, 2019 at an annual salary of $385,000.$400,000. The Fiscal 20162020 salary represents the amount earned by Mr. BergeraGroves from his hire date tothrough the end of that fiscal year.Fiscal 2020.
​
(5)
Mr. Schmidt ceased to serve as our Chief Financial Officer, Vice President of Finance and Secretary on December 4, 2019.
​
(6)
(5)
Pursuant
Consists of 401(k) plan employer contributions paid by us, as well as amounts paid pursuant to his employment agreement, Mr. Bergera was eligible forSeverance Agreement (defined below), consisting of base salary of $388,589 and COBRA reimbursement. See “Agreements with Andrew Schmidt” under “Potential Payments upon Termination of Employment and Change in Control” below.
​
(7)
Represents a bonus of up to $300,000 for Fiscal 2016, of which $150,000 was a signing bonus payable on January 31, 2016, provided that Mr. Bergera was employed by the Company as of such date, and the remaining $150,000 was payable based on his attainment of certain pre-established criteria, as discussed in further detail under "Plan-Based Bonuses" below.

(6)
Discretionarydiscretionary cash bonus.
​

34
(7)
The Stock Awards for Mr. Blair in
TABLE OF CONTENTS​

Fiscal 2017 include restricted stock units totaling $258,768.

20172020 Grant of Plan-Based Awards Table

The table below sets forth information with respect to awards granted to the named executive officers under our annual non-equity incentive compensation plan and our 2016 Omnibus Incentive Plan in Fiscal 2017,2020, which constitute all of the plan-based awards granted to our named executive officers in Fiscal 2017.

2020.
Name​​Grant Date​​
Compensation
Committee
Action Date
​​
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
​​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(2)
​​
Exercise
or Base
Price of
Option
Awards
($/share)
​​
Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)
​
​
Threshold
($)
​​
Target
($)(1)
​​
Maximum
($)(1)
​
Joe Bergera​​​​—​​​​​12/09/2019​​​​$   —​​​​$322,500​​​​$483,750​​​​​250,000​​​​$5.10​​​​$634,300​​
Douglas L. Groves​​​​12/04/2019​​​​​11/14/2019​​​​​—​​​​​66,667​​​​​100,000​​​​​200,000​​​​​4.92​​​​​489,540​​
Ramin Massoumi​​​​—​​​​​12/09/2019​​​​​—​​​​​154,000​​​​​231,000​​​​​70,000​​​​​5.10​​​​​177,604​​
​
 
  
 Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards		  
  
  
 
 
  
 Number of
Securities
Underlying
Options or
Stock Units (#)		 Per Share
Exercise Price
of Option
Awards
($/share)		  
 
 
  
 Grant Date
Fair Value of
Awards
($)(2)		 
Name
 Grant Date Threshold
($)		 Target
($)(1)		 Maximum
($)(1)		 

Joe Bergera

  03/03/2017 $— $300,000 $420,000  150,000 $4.91 $328,362 

Andrew Schmidt

  03/03/2017  —  134,600  188,440  75,000  4.91  164,181 

Thomas N. Blair

  03/03/2017  —  142,321  199,249  75,000  4.91  164,181 

  03/22/2017           51,140  —  258,768(3)

Todd Kreter

  03/03/2017  —  145,757  204,060  75,000  4.91  164,181 

Ramin Massoumi

  03/03/2017  —  131,583  184,216  75,000  4.91  164,181 
(1)
(1)
Reflects the amount payable upon achievement of the management objectives describesdescribed under the heading "Plan-Based Bonuses"“Fiscal 2020 Cash-Based Bonus Plan” above.
​
(2)
All options vest in four equal installments following the date of grant. The vesting of equity awards held by the named executive officers is subject to each officers continued service with the Company, and is subject to acceleration under certain circumstances as discussed under the heading “Potential Payments upon Termination of Employment and Changing in Control” below.
​
(3)

(2)
The dollar amounts shown represent the grant date fair value of stock options granted during the applicable fiscal year determined in accordance with ASC 718. Under ASC 718, the grant date fair value of the stock options is determined pursuant to the Black-Scholes-Merton option pricing formula. For a discussion of valuation assumptions used in the calculations, see Note 118 of Notes to our consolidated financial statementsConsolidated Financial Statements, included in Part II, Item 8 of the Annual Report. See also our discussion of stock-based compensation under "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations — Critical Accounting Policies and Estimates"Estimates” in Part II, Item 7 of the Annual Report.

(3)
The March 22, 2017 grant for Mr. Blair is a grant of restricted stock units. The dollar amounts shown as the grant date fair value represents the grant date fair value determined based on the closing market price of our common stock on the grant date.
​

35
TABLE OF CONTENTS

​​


Outstanding Equity Awards at 2020 Fiscal Year End

The following table sets forth the outstanding equity awards held by each named executive officer as of March 31, 2017.

2020. None of the NEOs held outstanding RSUs at the end of Fiscal 2020.
​​​
Option Awards(1)
​
Name​​
Number of
Securities
Underlying
Outstanding
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Outstanding
Options (#)
Unexercisable
​​
Option
Exercise
Price ($)
​​
Option
Grant
Date
​​
Option
Expiration
Date
​
J. Joseph (“Joe”) Bergera
Chief Executive Officer, President and
Director
​��​​1,350,000​​​​​—​​​​$2.38​​​​​09/23/15​​​​​09/22/25​​
​​​112,500​​​​​37,500​​​​​4.91​​​​​03/03/17​​​​​03/02/27​​
​​​125,000​​​​​125,000​​​​​5.52​​​​​02/16/18​​​​​02/15/28​​
​​​56,250​​​​​168,750​​​​​4.16​​​​​12/10/18​​​​​12/09/28​​
​​​—​​​​​250,000​​​​​5.10​​​​​12/09/19​​​​​12/08/29​​
Douglas L. Groves
Chief Financial Officer, Senior Vice President
of Finance and Secretary
​​​​—​​​​​200,000​​​​​4.92​​​​​12/04/19​​​​​12/03/29​​
Andrew Schmidt(2)
Former Chief Financial Officer, Vice President
of Finance and Secretary
​​​​100,000​​​​​—​​​​​1.79​​​​​03/16/15​​​​​03/15/25​​
​​​75,000​​​​​—​​​​​2.37​​​​​11/02/15​​​​​11/01/25​​
​​​56,250​​​​​18,750​​​​​4.91​​​​​03/03/17​​​​​03/02/27​​
​​​50,000​​​​​50,000​​​​​5.52​​​​​02/16/18​​​​​02/15/28​​
​​​21,250​​​​​63,750​​​​​4.16​​​​​12/10/18​​​​​12/09/28​​
Ramin Massoumi
Senior Vice President and General Manager,
Transportation Systems
​​​​20,000​​​​​—​​​​​1.87​​​​​11/18/14​​​​​11/17/24​​
​​​20,000​​​​​—​​​​​2.37​​​​​11/02/15​​​​​11/01/25​​
​​​56,250​​​​​18,750​​​​​4.91​​​​​03/03/17​​​​​03/02/27​​
​​​37,500​​​​​37,500​​​​​5.52​​​​​02/16/18​​​​​02/15/28​​
​​​15,000​​​​​45,000​​​​​4.16​​​​​12/10/18​​​​​12/09/28​​
​​​—​​​​​70,000​​​​​5.10​​​​​12/09/19​​​​​12/08/29​​
​
 
 Option Awards
Name
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		 Option
Exercise
Price ($)		 Option
Grant
Date(1)		 Option
Expiration
Date

Joe Bergera

  337,500  1,012,500 $2.38 09/23/15 09/22/25

Chief Executive Officer

  —  150,000  4.91 03/03/17 03/02/27

Andrew Schmidt

  50,000  50,000  1.79 03/16/15 03/15/25

Chief Financial Officer, Vice President of

  18,750  56,250  2.37 11/02/15 11/01/25

Finance, and Secretary

  —  75,000  4.91 03/03/17 03/02/27

Tom Blair

  25,000  25,000  1.87 11/18/14 11/17/24

Senior Vice President,

  18,750  56,250  2.37 11/02/15 11/01/25

Agriculture and Weather Analytics                   

  —  75,000  4.91 03/03/17 03/02/27

Todd Kreter

  25,000  —  2.46 02/21/08 02/20/18

Senior Vice President and

  25,000  —  1.41 05/27/09 05/26/19

GM, Roadway Systems

  30,000  —  1.10 08/10/11 08/09/21

  20,000  20,000  1.81 07/29/13 07/28/23

  12,500  37,500  1.87 11/18/14 11/17/24

  —  75,000  2.37 11/02/15 11/01/25

Ramin Massoumi

  22,500  7,500  1.81 07/29/13 07/28/23

Senior Vice President and

  10,000  10,000  1.87 11/18/14 11/17/24

GM, Transportation Systems

  5,000  15,000  2.37 11/02/15 11/01/25

  —  75,000  4.91 03/03/17 03/02/27
(1)
(1)
Mr. Blair was also granted 51,140 RSUs on March 22, 2017All options vest in addition tofour equal annual installments following the stock options reported above.

2017 Option Exercises and Stock Vesting Table

date of grant. The following table provides information regarding option exercises and vesting of equity awards held by the named executive officers during Fiscal 2017.

 
 Option Awards Stock Awards 
Name
 Number of Shares
Acquired on Exercise
(#)		 Value
Realized on
Exercise
($)(1)		 Number of Shares
Acquired on Vesting
(#)		 Value
Realized on
Vesting
($)(2)		 

Joe Bergera

  — $—  — $— 

Andrew Schmidt

  —  —  —  — 

Thomas N. Blair

  100,000  351,000  12,500  41,875 

Todd Kreter

  50,000  165,250  —  — 

Ramin Massoumi

  20,000  76,000  —  — 
(1)
Value realized is determined by multiplying (i)subject to each officers continued service with the amount by whichCompany, and is subject to acceleration under certain circumstances as discussed under the market price of a common share on the date of exercise exceeded the exercise price by (ii) the number of shares for which the options were exercised.

(2)
Value realized is determined by multiplying (i) the market price of a common share on the date of vesting by (ii) the number of shares which vested.

Employment Contracts;heading “Potential Payments upon Termination of Employment and Change in Control” below.

​
(2)
Mr. Schmidt ceased to serve as our Chief Financial Officer, Vice President of Finance and Secretary on December 4, 2019. In accordance with his Severance Agreement, all of Mr. Schmidt’s outstanding options will continue vesting of up to twelve months from the date he ceased his employment with the Company in consideration of serving as a senior advisor to assist in the transition of his Chief Financial Officer duties.
​
Fiscal 2020 Option Exercises and Stock Vesting Table
No options were exercised by the NEOs and no stock awards vested during Fiscal 2020.

36
TABLE OF CONTENTS​

Potential Payments upon Termination of Employment and Change in Control Arrangements

We do not currently have any employment contracts or change in control arrangements in effect with any of our named executive officers other than the agreements described below. We provide incentives such as salary, benefits, option grants and RSUs, to attract and retain executive officers and other key employees.associates. The plan administrator of the 2007 Omnibus Incentive Plan and 2016 Omnibus Incentive Plan has the discretion to determine whether outstanding equity awards held by our NEOs are to vest upon a qualifying termination of employment following certain changes in control of the Company, or upon such change in control, but weour equity plans do not provide for any automatic "single trigger"“single trigger” acceleration of equity awards upon a change in control (other than the option grant received by Dr. Daly in connection with his service as a non-employee director). Other than as noted in this section, there is no agreement or policy which would automatically entitle any named executive officer to severance payments or any other compensation as a result of such officer's termination.

    control.

Agreement with Joe Bergera

In connection with his hiring, we entered into an employment agreement with Joe Bergera, our Chief Executive Officer, dated September 8, 2015, pursuant to which Mr. Bergera will receive an annual base salary of $385,000, which may be increased from time to time at the discretion of the Compensation Committee. Mr. Bergera will also be eligible to participate in our executive bonus plan as then in effect and his potential bonus for each year will be established annually by the Board or a committee of the Board, provided that the bonus potential for Fiscal 2016 will bewas $300,000, of which $150,000 was a signing bonus payable on January 31, 2016 provided that Mr. Bergera was employed by the Company as of such date. The agreement is for an initial term of three years and will renew for successive one year periods until September 2025 unless either we or Mr. Bergera providesprovide written notice of non-renewal at least 30 days prior to the end of the initial term or renewal term, as applicable.

        Pursuant to the agreement, Mr. Bergera also received an option grant under our 2007 Omnibus Incentive Plan to purchase up to 1,350,000 shares of our common stock (the "Option"). The Option will vest in equal annual installments over four years and has an exercise price equal to the closing sales price of our common stock on the date of grant of the Option.

If during the initial term of the agreement, or any renewal term, Mr. Bergera'sBergera’s employment with the Company is terminated without Cause (as such term is defined in the agreement), Mr. Bergera will be entitled to receive (i) salary continuation payments for 12 months following his termination, (ii) a lump sum payment equal to the pro-rated portion of his target bonus established by the Compensation Committee for the fiscal year in which his employment is terminated, and (iii) reimbursement for the cost of COBRA coverage for a period of up to 12 months following the termination. If Mr. Bergera is terminated without Cause or resigns for Good Reason within 12 months following a Change in Control (as such terms are defined in the agreement) (such termination or resignation, a "CIC Termination"“CIC Termination”), Mr. Bergera will be entitled to receive (i) a lump sum payment equal to 125% of his base salary as then in effect, (ii) a lump sum payment equal to the pro-rated portion of his target bonus established by the Compensation Committee for the fiscal year in which the CIC Termination occurs, (iii) reimbursement for the cost of COBRA coverage for a period of up to 12 months following the CIC Termination, and (iv) acceleration of the vesting of the Option. In addition, upon termination of his employment due to death, Mr. Bergera'sBergera’s estate or beneficiaries will be entitled to receive salary continuation paymentsa lump sum payment in the aggregate equal to 50% of his then current base salary.


        We

On December 9, 2019, in connection with Mr. Schmidt’s departure, the Company and Mr. Schmidt entered into a severance and release agreement (the “Severance Agreement”). Pursuant to the Severance Agreement, the Company agreed to pay to Mr. Schmidt a severance package, consisting of the following (i) Mr. Schmidt’s base salary of currently approximately $388,589, less applicable taxes and withholding, paid in equal installments for a 12 month period in accordance with the Company’s normal payroll practices, (ii) COBRA premiums reimbursement for up to a 12 month period, and (iii) continued vesting of all outstanding Company equity awards for up to 12 months in consideration of serving as a senior advisor to assist in the transition of his Chief Financial Officer duties.

37
TABLE OF CONTENTS

Iteris, Inc. Executive Severance Plan
The Iteris, Inc. Executive Severance Plan was adopted on February 5, 2018 and amended and restated effective on June 4, 2019 (the “Severance Plan”). Each individual employed by the Company or its subsidiary, who is an officer subject to Section 16 of the Exchange, and who is not otherwise covered by an employment agreement dated March 9, 2015 with Andrew Schmidt, our Chief Financial Officer, in connection with his hiring. Pursuant to the agreement, Mr. Schmidt will receive an annual base salary of $325,000, which may be increased from time to time at the discretion of the Board or the Compensation Committee. He will also bethat includes severance terms (the “Eligible Employees”), is eligible to participatereceive severance payments under the Severance Plan upon certain qualifying terminations of employment.
The Severance Plan provides Eligible Employees with severance payments in our executive bonus plan as then in effect and his potential bonus for each year will be established annually by the Board or the Compensation Committee, providedevent that the bonus potential for Fiscal 2016 was to be $125,000. The agreement will have an initial term of two years and will renew for successive one year periods until March 2025 unless either the Company or Mr. Schmidt provides written notice of non-renewal at least 30 days prior to the end of the initial term or renewal term, as applicable. The agreement was amended on June 12, 2017 and provides that if Mr. Schmidt'sEligible Employee’s employment with the Company or its subsidiaries is terminated either (a) by the Company without Cause ornot in connection with a Change of Control (“Non-CIC Qualifying Termination”) or (b) if in connection with or within 12 months following a Change of Control, which, for Eligible Employees employed by that business, includes a divestiture of a material business, by the Eligible Employee for Good Reason (as such terms are defined in the agreement), Mr. SchmidtSeverance Plan) or by the Company without Cause (a “CIC Qualifying Termination”).
Non-CIC Qualifying Termination.   Upon a Non-CIC Qualifying Termination, an Eligible Employee will be entitledreceive the following:
•
A cash payment equal to salary continuation payments for twelve months following his termination of histhe Eligible Employee’s annual base salary, as thenpayable in effect. In addition, Mr. Schmidtsubstantially equal installment payments over the one-year period following termination, in accordance with the Company’s normal payroll practices; and
​
•
Reimbursement for the Eligible Employee’s monthly COBRA premiums for the 12-month period following termination or until the Eligible Employee receives substantially similar medical coverage from another employer.
​
CIC Qualifying Termination.   Upon a CIC Qualifying Termination, an Eligible Employee will receive the following:
•
A cash payment equal to the Eligible Employee’s annual base salary, payable in a lump sum on the next payroll date after the 61st day following termination; and
​
•
Reimbursement for the Eligible Employee’s monthly COBRA premiums for the 12-month period following termination, or until the Eligible Employee receives substantially similar medical coverage from another employer.
​
The severance payments are subject to the Eligible Employee’s execution of a severance agreement within 60 days following termination that includes a release of claims and certain non-solicitation, confidentiality, and non-disparagement restrictions.
The Company may amend or terminate the Severance Plan at any time by providing at least 90 days’ advance written notice to each Eligible Employee, provided that no such amendment or termination that has the effect of reducing or diminishing the right of any Eligible Employee will be entitledeffective unless one year’s advance written notice is provided to receive reimbursement forEligible Employees, and such amendment or termination will not be effective if a Change of Control occurs during the cost of COBRA coverage for a period of up to twelve months following such termination.

Director Compensation

        Compensation of directors is determined by the Compensation Committee. The Compensation Committee has approved a compensation structure for non-employee directors consisting of a cash retainer, an annual equity award and, for Board members serving on a committee, an additional cash retainer. Directors who are our employees are not compensated for their services as directors.

Board and Committee Retainers

        For Fiscal 2017, annual cash compensation for non-employee directors was as follows:

one-year notice period.

Position
 Annual
Retainer		 

Chairman of the Board

 $65,000 

Non-Employee Director (other than the Chairman)

 $35,000 

        Additional retainers for each non-employee director who served on one or more Board committees in Fiscal 2017 were as follows:

Position
 Annual
Retainer		 

Audit Committee

    

Chair

 $12,000 

Member

 $6,000 

Compensation Committee

    

Chair

 $9,000 

Member

 $4,500 

Nominating and Corporate Governance Committee

    

Chair

 $4,000 

Member

 $2,000 

Finance Committee

    

Chair

 $9,000 

Member

 $4,500 

        All directors are reimbursed for their out-of-pocket expenses incurred in attending meetings of our Board of Directors and its committees, but they do not receive separate meeting fees.

38

Annual Equity Compensation

        Non-employee directors are also eligible to receive periodic restricted stock units ("RSUs") under the Company's equity incentive plan then in effect. Each non-employee director shall be granted an annual RSU upon approval of the grant by the Compensation Committee as soon as reasonably practicable following the annual meeting of stockholders at which such director is re-elected. The annual RSU grant shall be worth $40,000 based on the closing price of the Company's common stock on the RSU grant date. Each RSU entitles the holder to receive shares of the Company's common stock upon vesting of those units. Each annual RSU vests in full upon the director's completion of one year of service measured from the date of the annual stockholders meeting to which the RSU relates. If a non-employee director joins the Board in between annual stockholder meetings, such director would receive an RSU for a pro rata portion of the annual grant, which RSU vests in full on the day before the next annual stockholders meeting.

2017 Director Compensation Table

        The following table sets forth a summary of the compensation earned in Fiscal 2017 by each non-employee director during that year:

Name
 Fees Earned
or Paid in
Cash ($)(1)		 Restricted
Stock Units
($)(2)		 Total ($) 

D. Kyle Cerminara

 $25,927 $49,531 $75,458 

Richard Char(3)

  27,750  —  27,750 

Kevin C. Daly, Ph.D

  49,250  39,997  89,247 

Scott E. Deeter

  3,548  39,997  43,545 

Gregory A. Miner(3)

  60,000  —  60,000 

Gerard M. Mooney

  45,438  39,997  85,435 

Thomas L. Thomas

  64,208  39,997  104,205 

Mikel H. Williams

  50,958  39,997  90,955 
(1)
Represents amounts earned by the directors based on the arrangement described above.

(2)
The dollar amounts shown represent the grant date fair value of restricted stock unit awards granted in Fiscal 2017 determined based on the closing market price of our common stock on the grant date. At the end of Fiscal 2017, the above-listed directors held options for the following number of shares of common stock: Kevin C. Daly—70,000; Gregory A. Miner—70,000; Gerard M. Mooney—40,000; and Mikel H. Williams—60,000. At the end of Fiscal 2017, the above-listed directors held RSUs for the following number of shares of common stock: Kyle Cerminara—8,146; Kevin C. Daly—8,146; Scott E. Deeter—6,606; Gerard M. Mooney—8,146; Thomas L. Thomas—8,146; and Mikel H. Williams—8,146.

(3)
No longer on the Board as of December 16, 2016.
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Compensation Committee Interlocks and Insider Participation

        None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. No interlocking relationship exists between any member of the Board of Directors and any member of the compensation committee (or other committee performing equivalent functions) of any other company.


        Kevin C. Daly, Ph.D, a member of our compensation committee, previously served as our interim Chief Executive Officer from February 2015 to September 2015.

Indemnification of Directors and Officers

Under Section 145 of the Delaware General Corporation Law, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended.Act. Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and our bylaws require us to advance litigation expenses upon receipt of an undertaking by the director or officer to repay such advances ifofficer. If it is ultimately determined that the director or officer is not entitled to indemnification.indemnification, the director or officer is required to repay such advances. The bylaws further provide that rights conferred under such bylaws do not exclude any other right such persons may have or acquire under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Our certificate of incorporation provides that, pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors'directors’ fiduciary duty of care to us and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director'sdirector’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director'sdirector’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

We have entered into agreements to indemnify certain of our directors and officers in addition to the indemnification provided for in theour certificate of incorporation and bylaws. These agreements, among other things, indemnify such directors and officers for certain expenses (including attorneys'attorneys’ fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in the right of the Company, on account of services as a director or officer of Iteris, or as a director or officer of any other company or enterprise to which the person provides services at our request.


Compensation Risk Assessment39


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Equity Compensation Plan Information
The Compensation Committee has evaluatedfollowing table summarizes information as of March 31, 2020 regarding shares of our compensation programs and policies as generally applicable to our employees to ascertain any potential material riskscommon stock that may be createdissued under our equity compensation plans, including the 2007 Omnibus Incentive Plan, the 2016 Omnibus Incentive Plan and ESPP. Each of these plans has been approved by our stockholders. We do not maintain any equity incentive plans that have not been approved by stockholders.
Plan Category​​
(a)
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
​​
(b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
​​
(c)
Number of Securities
Remaining Available
for Future Issuance
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
​
Equity compensation plans approved by
security holders
​​​​6,338,000(1)​​​​$2.52​​​​​1,691,000(2)​​
​
(1)
Includes 5,934,000 shares subject to outstanding stock option awards and 404,000 shares subject to outstanding restricted stock unit awards as of March 31, 2020.
​
(2)
Includes 816,847 shares remaining available for issuance under the ESPP as of March 31, 2020, of which 816,847 shares were eligible to be purchased pursuant to the offering period in effect on such date.
​

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Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm
The accounting firm of Deloitte & Touche LLP (“Deloitte”) has been engaged by our Audit Committee to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2021. Deloitte has been our principal independent registered public accounting firm since October 2015. Information regarding the services provided to us by Deloitte during Fiscal 2020 and Fiscal 2019 is set forth below under the heading entitled “Matters Related to Independent Registered Public Accounting Firm.”
We are asking our stockholders to ratify the selection by the compensation programs. Audit Committee of Deloitte as our independent registered public accounting firm to audit our consolidated financial statements for Fiscal 2021 and to perform other appropriate services. Although stockholder ratification of the selection of Deloitte as our independent registered public accounting firm is not required by our bylaws or otherwise, we are submitting the appointment of Deloitte to our stockholders for ratification at the Annual Meeting as a matter of good corporate governance and to provide a means by which our stockholders may communicate their opinion to the Audit Committee. In the event that the stockholders fail to ratify the appointment, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the committee feels that such a change would be in the best interests of the Company and our stockholders.
A representative of Deloitte is expected to be present at the Annual Meeting, and that representative will have the opportunity to make a brief presentation to the stockholders if he or she so desires and is expected to be available to respond to appropriate questions from stockholders.
Vote Required
The Compensationaffirmative vote of a majority of the common stock, present or represented by proxy and entitled to vote at the Annual Meeting, will be required for ratification of the selection of Deloitte as our independent registered public accounting firm for Fiscal 2021.
Recommendation of the Board of Directors
The Board of Directors recommends that the stockholders vote “FOR” the ratification and approval of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal 2021.

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Matters Related to Independent Registered Public Accounting Firm
Fees Paid to Independent Registered Public Accounting Firm
The following table sets forth the fees we have paid to Deloitte in the following categories and amounts during Fiscal 2020 and Fiscal 2019:
​​​Year Ended March 31,​
Fee Category​​2020​​2019​
Audit fees​​​$990,000​​​​$914,000​​
Audit related fees​​​​107,000​​​​​30,000​​
Tax fees​​​​—​​​​​—​​
All other fees​​​​—​​​​​—​​
Total fees​​​$1,097,000​​​​$944,000​​
Audit Fees.   Audit fees consist of fees billed for professional services rendered in connection with the audit of our annual consolidated financial statements for the applicable fiscal year and review of our consolidated financial statements included in our quarterly reports on Form 10-Q, Form 10-K and other regulatory filings for such fiscal year.
Audit Related Fees.   Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reporting under “Audit Fees.” Audit related fees for Fiscal 2020 were related to the AGI acquisition and the review of our registration statements on Form S-3 and Form S-3/A. Audit related fees for Fiscal 2019 were related to the adoption of ASC 842.
Tax Fees.   Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. There were no tax fees billed by Deloitte for Fiscal 2020 or Fiscal 2019.
All Other Fees.   There were no fees were billed by Deloitte in Fiscal 2020 or Fiscal 2019 for any other services.
Audit Committee concludedPre-Approval Policies and Procedures
All engagements for services by Deloitte or other independent registered public accountants are subject to prior approval by the Audit Committee; however, de minimis, non-audit services may instead be approved in accordance with applicable SEC rules. The prior approval of the Audit Committee was obtained for all services provided by Deloitte for Fiscal 2020 and Fiscal 2019.
The Audit Committee reviewed and discussed the services rendered by Deloitte during Fiscal 2020, as well as the fees paid for such services, and has determined that the provision of such services by Deloitte, and the fees paid for such services, were compatible with maintaining Deloitte’s independence.
Audit Committee Report
The following is the report of the Audit Committee with respect to the audited consolidated financial statements for the fiscal year ended March 31, 2020 included in the Annual Report.
Our management is responsible for the Company’s financial reporting process, including its systems of internal control over financial reporting, and for the preparation of its financial statements in accordance with generally accepted accounting principles. Our independent registered public accounting firm, Deloitte, is responsible for performing an independent audit of our compensationconsolidated financial statements and issuing opinions on the conformity of those audited financial statements with United States generally accepted accounting principles (“GAAP”) and the effectiveness of our internal control over financial reporting. The role and responsibility of the Committee is to monitor and oversee these financial processes on behalf of the Board.

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The members of the Audit Committee are not employees of Iteris and are not, nor do they represent themselves to be, accountants or auditors by profession, and they do not undertake to conduct auditing or accounting reviews or procedures. Therefore, in performing the Audit Committee’s oversight role, the Audit Committee necessarily must rely on management’s representations that it has maintained appropriate accounting and financial reporting principles and policies, and practices, taken as a whole, are not reasonably likelyappropriate internal control over financial reporting and disclosure controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations, and that the Company’s financial statements have a material adverse impact on our business or our financial condition. The following compensation design features help minimize the incentives for excessive risk-taking:

    •
    Our base pay programs consist of generally competitive salary rates that represent a reasonable portion of total compensationbeen prepared with integrity and provide a reliable level of income on a regular basis, which decreases incentiveobjectivity and in conformity with GAAP, and on the partrepresentations of our executives to take unnecessary or imprudent risks;

    •
    A portion of each executive's incentive compensation opportunity is tied to long-term incentive compensation that emphasizes sustained performance over time. This reduces any incentive to take risks that might increase short-term compensation atindependent registered public accounting firm included in its reports on the expense of longer term results; and
Company’s financial statements.

    •
    Annual equity awards have multi-year vesting which alignsIn this context, the long-term interests of our executives with those of our stockholders and, again, discourages the taking of short-term risk at the expense of long-term performance.

    •
    Each officer has multiple performance objectives, some of which relate to the CompanyAudit Committee hereby reports as a whole, which is more difficult for an officer to manipulate.

Compensation Committee Report

follows:

1.   The CompensationAudit Committee has reviewed and discussed our consolidated audited financial statements with managementour management.
2.   The Audit Committee has discussed with the discussionindependent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (the “PCAOB”).
3.   The Audit Committee has received the written disclosures and analysisthe letter from the independent registered public accounting firm required by the applicable requirements of the compensation of our named executive officers as disclosed underPCAOB regarding the heading "Compensation Discussionindependent registered public accounting firm’s communications with the Audit Committee concerning independence, and Analysis."the Audit Committee has discussed with the independent registered public accounting firm its independence.
4.   Based on thisthe review and discussion,discussions referred to above in this report, the CompensationAudit Committee has recommended to the Company’s Board, of Directorsand the Board approved, that the Compensation Discussion and Analysisconsolidated audited financial statements be included in this Proxy Statementour Annual Report on Form 10-K for the 2017 Annual Meeting.

year ended March 31, 2020 for filing with the SEC.
Submitted by the Audit Committee
of the Board of Directors:
Gerard M. Mooney
Laura L. Siegal
Dennis W. Zank (Chairman)
The information contained in the foregoing Audit Committee Report is not “soliciting material” and is not deemed filed with the SEC. Such report is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, and irrespective of any general incorporation language in any such filing.

D. Kyle Cerminara
Kevin C. Daly, Ph.D
Thomas L. Thomas (Chairman)
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Stock

O
wnership of CPRINCIPAL STOCKHOLDERS AND COMMON STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ertain

Beneficial Owners and Management

The following table sets forth, as of September 11, 2017,July 24, 2020, the number and percentage ownership of our common stock by (i) all persons known to us to beneficially own more than 5% of the outstanding common stock, (ii) each of the named executive officers, (iii) each of our directors, and (iv) all of our executive officers and directors as a group. To our knowledge, except as otherwise indicated, each of the persons named in this table has sole voting and investment power with respect to the common stock shown as beneficially owned, subject to community property and similar laws, where applicable.

​​​Common Stock​​​​
Name and Address of Beneficial Owner(1)
​​
Amount and Nature
of Beneficial
Ownership(2)
​​
Percent of
Class(2)
​​
Black Rock, Inc.(3)
​​​​2,842,039​​​​​7%​​​
The Vanguard Group(4)
​​​​2,150,303​​​​​5.29​​​
Cowen Prime Advisors(5)
​​​​2,140,092​​​​​5.27​​​
Joe Bergera(6)
​​​​1,648,060​​​​​3.88​​​
Doug L. Groves(7)
​​​​10,000​​​​​*​​​
Ramin Massoumi(8)
​​​​182,925​​​​​*​​​
Andrew Schmidt(9)
​​​​302,500​​​​​*​​​
Anjali Joshi(10)
​​​​2,181​​​​​*​​​
Gerard M. Mooney(11)
​​​​71,848​​​​​*​​​
Luke P. Schneider(12)
​​​​1,309​​​​​*​​​
Laura L. Siegal(13)
​​​​32,847​​​​​*​​​
Thomas L. Thomas(14)
​​​​165,848​​​​​*​​​
Dennis W. Zank(15)
​​​​4,855​​​​​*​​​
All executive officers and directors as a group (10 persons)(16)
​​​​2,361,923​​​​​5.64%​​​
​
 
 Common Stock 
Name and Address of Beneficial Owner(1)
 Amount and
Nature of
Beneficial
Ownership(2)		 Percent of
Class(2)		 

Lloyd I. Miller, III(3)

  4,980,759  15.3%

Fundamental Global Investors, LLC and RELM Wireless Corporation(4)

  2,126,948  6.5 

Joe Bergera(14)

  
337,500		  
1.0		 

Andrew Schmidt(5)

  87,500  * 

Thomas N. Blair(9)

  68,750  * 

Todd Kreter(6)

  141,111  * 

Ramin Massoumi(7)

  64,175  * 

D. Kyle Cerminara(4)

  2,137,669  6.6 

Kevin C. Daly, Ph.D(8)

  483,232  1.5 

Scott E. Deeter

  —  — 

Gerard M. Mooney(10)

  40,000  * 

Thomas L. Thomas(11)

  124,000  * 

Mikel H. Williams(12)

  70,000  * 

All executive officers and directors as a group (13 persons)(13)

  
1,427,019		  
4.3
%
*
*
Less than 1%.
​
(1)

(1)
The address of each of the directors and officers is 1700 Carnegie Avenue, Suite 100, Santa Ana, CA 92705.
​
(2)

(2)
Based on 32,566,21040,913,570 shares of common stock outstanding as of September 11, 2017.July 24, 2020. Shares of common stock subject to options or warrants which are exercisable within 60 days of July 15, 2017 are24, 2020 deemed to be beneficially owned by the person holding such options or warrants for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage of any other person. Other than as described in the preceding sentence, shares issuable upon exercise of outstanding options and warrants are not deemed to be outstanding for purposes of this calculation. In addition to the shares held in the individual'sindividual’s name, the number of shares indicated also includes shares held for the benefit of the named person under our 401(k) plan.
​
(3)

(3)
Pursuant to an amendment to a Schedule 13G/A filed on January 30, 2017February 5, 2020 with the SEC, Mr. MillerBlackRock, Inc. reported that as of December 31, 2016, he hadthrough the following subsidiaries, it has sole dispositive power with respect to 2,842,039 shares and sole voting power with respect to 4,827,822 shares as (i) the manager of a limited liability company that2,803,786 shares: BlackRock Advisors, LLC, BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC. The address for BlackRock Inc. is the general partner of certain limited partnerships, (ii) the manager of a limited liability company that is the adviser to certain trusts, (iii) the manager of a limited liability company, (iv) trustee55 East 52nd Street, New York, NY 10005.
​
(4)
Pursuant to a certain grantor retained annuity trustSchedule 13G filed on February 11, 2020 with the SEC, The Vanguard Group, Inc. reported that it directly and (v) an individual. As of such date, Mr. Miller also had shared dispositive andthrough its wholly-owned subsidiary, Vanguard Fiduciary Trust Company, has sole voting power with respect to 152,93778,117 shares, as (x) an advisor to the trustee of a certain trust and (y) an agent under a general durablesole dispositive power of attorney with respect to 2,072,186 shares

    held in a trust account. and shared dispositive power with respect to 78,117 shares. The address for Mr. MillerThe Vanguard Group, Inc. is 3300 South Dixie Highway, Suite 1-365, West Palm Beach, Florida 33405.

(4)
100 Vanguard Boulevard, Malvern, PA 19355.
​
(5)
Pursuant to a Schedule 13D13G filed on February 4, 2020 with the SEC, on February 26, 2016, as amended on July 5, 2016, July 8, 2016, August 3, 2016, June 20, 2017 and August 22, 2017 (i) Fundamental Global Partners, LP,Cowen Prime Advisors, a Delaware limited partnership ("FGPP"); (ii) Fundamental Global Partners Master Fund, LP, a Cayman Islands exempted limited partnership ("FGPM"); (iii) Fundamental Global Investors,division of Cowen Prime Services LLC, a North Carolina limited liability company ("FGI"); (iv) FGI Funds Management, LLC, a Florida limited liability company; (v) Joseph H. Moglia; (vi) D. Kyle Cerminara; (vii) Lewis M. Johnson; (viii) RELM Wireless Corporation, a Nevada corporation ("RELM"); and (ix) Tactical Capital Investments LLC, a Delaware limited liability company and a wholly-owned subsidiary of RELM, reported that, asthrough its various clients, it has shared dispositive
​

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power with respect to 2,140,092 shares. The address for Cowen Prime Advisors is 599 Lexington Avenue, Floor 21, New York, NY 10022.
(6)
Consists of August 22, 2017, they beneficially owned in the aggregate 2,126,948(i) 4,310 shares of Iteris' common stock, of which 261,231, 250,789, and 1,614,928 shares are held directly by FGPP, FGPMMr. Bergera and RELM, respectively. Of the shares attributed to RELM, 100 shares are held by RELM of record; the remaining shares held by RELM are in an account that is managed by CWA Asset Management Group, LLC (doing business as "Capital Wealth Advisors"). Share purchases by RELM were made through Tactical Capital Investments LLC. In addition, as reported in its Schedule 13-D, CWA Asset Management Group, LLC, which is 50% owned by FGI, held 99,578 shares for account of individual investors. Mr. Cerminara directly held 2,605 shares and 8,146 RSUs (all of which will accelerate and become vested at the Annual Meeting).

FGI may be deemed to beneficially own the shares of common stock disclosed as directly owned by FGPP and FGPM. As principals of FGI, Messrs. Cerminara, Johnson and Moglia may be deemed to beneficially own the shares of common stock disclosed as directly owned by FGPP and FGPM. FGI Funds Management, LLC, as the investment manager to FGPP and FGPM as the relying manager to FGI, may be deemed to beneficially own the shares of common stock disclosed as directly owned by FGPP and FGPM. As principals of FGI Funds Management, LLC, Messrs. Cerminara and Johnson may be deemed to beneficially own the shares of common stock disclosed as directly owned by FGPP and FGPM. FGI and its affiliates, as the largest stockholder of RELM, may be deemed to beneficially own the shares of common stock disclosed as directly owned by RELM. As principals of FGI and directors of RELM, Messrs. Cerminara and Johnson may be deemed to beneficially own the shares of common stock disclosed as directly owned by RELM. Messrs. Cerminara, Johnson and Moglia expressly disclaim such beneficial ownership. FGI expressly disclaims beneficial ownership of the shares of common stock held by RELM.

Each of FGPP and FGPM beneficially owns, and has the shared power to direct the voting and disposition of, the shares of common stock disclosed as beneficially owned by it. FGI has the shared power to direct the voting and disposition of the shares of common stock held by FGPP and FGPM. FGI Funds Management, LLC, as the investment manager of FGPP and FGPM as the relying manager to FGI, has the shared power to direct the voting and disposition of the shares of common stock held by FGPP and FGPM. Messrs. Cerminara and Johnson, as principals of FGI Funds Management, LLC, may be deemed to have the shared power to direct the voting and disposition of the shares of common stock held by FGPP and FGPM. Messrs. Cerminara, Johnson and Moglia, as principals of FGI, may be deemed to have the shared power to direct the voting and disposition of the shares of common stock held by FGPP and FGPM. RELM beneficially owns, and has the shared power to direct the voting and disposition of, the shares of common stock disclosed as beneficially owned by it. As principal of FGI and directors of RELM, Messrs. Cerminara and Johnson, and FGI may be deemed to have the shared power to direct the voting and disposition of the shares of common stock held by RELM.

The principal business addresses of the various entities and persons are as follows: (i) RELM and Tactical Capital Investments LLC: 7100 Technology Drive, West Melbourne, Florida 32904;


    (ii) FGPP, FGI and Mr. Moglia: 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209; (iii) FGPM: c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands; (iv) FGI Funds Management, LLC: 9130 Galleria Court, Third Floor, Naples, Florida 34109; (v) Mr. Cerminara: c/o Fundamental Global Investors, LLC, 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209; c/o Ballantyne Strong, Inc., 11422 Miracle Hills Drive, Suite 300, Omaha, Nebraska 68154; and 131 Plantation Ridge Dr., Suite 100, Mooresville, North Carolina 28117; and (vi) Mr. Johnson: c/o CWA Asset Management Group, LLC, 9130 Galleria Court, Third Floor, Naples, Florida 34109, and c/o Fundamental Global Investors, LLC, 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209.

(5)
Consists of 87,5001,643,750 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after September 11, 2017.July 24, 2020.
​
(7)
Consists of 10,000 shares held in a trust, of which Mr. Groves is a trustee.
​
(8)
(6)
Includes 92,500
Consists of (i) 31,624 shares held in a trust, of which Mr. Massoumi is a trustee, (ii) 2,551 shares are held in Mr. Massoumi’s 401(k) plan, and (iii) 148,750 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after September 11, 2017.July 24, 2020.
​
(9)

(7)
Includes 50,000
Consists of 302,500 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after September 11, 2017.July 24, 2020.
​
(10)

(8)
Consists of (i) 412,0192,181 shares held by the Daly Family Trust, of which Dr. Daly is a trustee, (ii) 6,113 shares held by Dr. Daly's IRA, (iii) 100 shares held by Dr. Daly's spouse; and (iv) 65,000 shares issuable upon exercise of optionssubject to RSUs that are currently exercisable or will become exercisablevest within 60 days after September 11, 2017.July 24, 2020.
​
(11)

(9)
Includes 18,750
Consists of (i) 23,549 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after September 11, 2017.

(10)
Consists ofheld directly by Mr. Mooney, (ii) 40,000 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after September 11, 2017.July 24, 2020, and (iii) 8,299 shares subject to RSUs that vest within 60 days after July 24, 2020.
​
(12)
Consists of 1,309 shares subject to RSUs that vest within 60 days after July 24, 2020.
​
(13)
(11)
Consists of (i) 15,00024,548 shares held directly by Ms. Siegal and (ii) 8,299 shares subject to RSUs that vest within 60 days after July 24, 2020.
​
(14)
Consists of (i) 30,403 shares held directly by Mr. Thomas, and (ii) 109,000117,146 shares held by Mr. Thomas's IRA.Thomas’s Trust, and (iii) 8,299 shares subject to RSUs that vest within 60 days after July 24, 2020.
​
(15)
Consists of 4,855 shares subject to RSUs that vest within 60 days after July 24, 2020.
​
(16)
(12)
Includes 60,000(i) 2,016,250 shares issuable upon exercise of options held by the executive officers and directors as a group that are currently exercisable or will become exercisable within 60 days after September 11, 2017.

(13)
Includes 759,396July 24, 2020 and (ii) 41,541 shares issuable upon exercise of optionssubject to RSUs held by the executive officers and directors as a group that are currently exercisable or will become exercisablevest within 60 days after September 11, 2017.

(14)
Includes 337,500 shares issuable upon exercise of optionsJuly 24, 2020.
​

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Environmental, Social, Governance And Related Matters
We believe that are currently exercisableleadership in ethical, environmental, social, governance and related matters will have a positive impact on our business, employees, customers and communities we serve. Accordingly, we adopted policies that help us to implement these standards.
Code of Ethics and Business Conduct
Our Board has adopted a Code of Ethics and Business Conduct (“Code of Ethics”), which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or will become exercisable within 60 days after September 11, 2017.

Equity Compensation Plans

controller, or persons performing similar functions) and employees. The following table provides information as of March 31, 2017 with respect to sharesfull text of our common stock that may be issuedCode of Ethics is available under existing equity compensation plans.

Plan Category
 Number of
Securities to
be Issued Upon
Exercise of
Outstanding
Options		 Weighted Average
Exercise Price of
Outstanding
Options		 Number of Securities
Remaining Available For
Future Issuance under
Equity Compensation
Plans (excluding some
securities reflected
in first column)		 

Equity Compensation Plans Approved by Security Holders

          

2007 Omnibus Incentive Plan                        

  3,035,125(1)$2.15(2) — 

2016 Omnibus Incentive Plan          

  972,976(3)$4.92(4) 2,443,382 

Equity Compensation Plans Not Approved by Security Holders

          

None

          

Total

  4,008,101(1)(3)$2.76(2)(4) 2,443,382 
(1)
Includes 93,125 sharesthe “Corporate Governance” heading on the Investor Relations section of our common stock subjectwebsite at www.iteris.com. We will also provide an electronic or paper copy of the Code of Ethics, free of charge, upon request made to RSUs that entitle each holderour Corporate Secretary. If any substantive amendments are made to one shareour Code of common stock for each such unit, which vests over the holder's period of continued service.

(2)
Calculated without taking into account the 93,125 shares of common stock subject to outstanding RSUs that become issuable as those units vest, without the paymentEthics, or if any waiver (including any implicit waiver) of any additional considerationprovision of the Code of Ethics is granted that is required to be disclosed under the rules of the SEC, such amendment or exercise price.

(3)
Includes 138,476 shareswaiver will be disclosed at the same location on our website, or, if required, in a current report on Form 8-K.
Environmental, Social and Governance Practices
Environmental, social and governance (“ESG”) is becoming increasingly important to our stockholders and clients and our Board supports Iteris in pursuing thriving communities. In June 2020, our Board adopted an Environmental Policy and Human Rights Policy to further our commitment to continually improve how Iteris operates. The full text of our common stock subjectEnvironmental Policy and Human Rights Policy is available under the “Corporate Governance” heading on the Investor Relations section of our website at www.iteris.com.
Diversity and Inclusion
Consistent with our core values, we promote diversity and inclusion in every aspect of our business. We are an equal opportunity employer and make employment decisions on the basis of merit. We administer all phases of our employment practices without regard to RSUs that entitle each holderrace, religious creed, color, national origin, ancestry, disability, sex, gender, gender identity, gender expression, sexual orientation, transgender identity, age, military or veteran status, or any other consideration made unlawful by law. Additionally, as a contractor for the United States Government, we develop and implement an affirmative action plan to one share(1) assess our inclusion of common stockwomen, members of minority groups, protected veterans, and individuals with disabilities into our workforce, (2) establish goals for each such unit, which vests over the holder's period of continued service.

(4)
Calculated without taking into account the 138,476 shares of common stock subjectincreased inclusion and (3) implement strategies to outstanding RSUs that become issuable asreach those units vest, without the payment of any additional consideration or exercise price.
goals.

Additional Matters


Transactions with Related PersonsCERTAIN TRANSACTIONS

Since April 1, 2014,2019, other than the agreements and transactions described in "Item 11. Executive Compensation"“Executive Compensation and Other Matters” above and the transactions described below, there has not been, nor is there any proposed transaction, where we (or any of our subsidiaries) were or will be a party in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two fiscal years and in which any director, director nominee, executive officer, holder of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

We previously subleased office spacehad a promissory note, with an interest rate of 6%, owed to us by Maxxess Systems, Inc. ("Maxxess"), one of our former subsidiaries that we sold in September 2003 and which is currently owned by an investor group that includes one of our directors, who is also a director oftwo former Iteris directors. During Fiscal 2020, Maxxess and previously served as its CEO. The sublease terminated in September 2007, at which time Maxxess owed us an aggregate of $274,000. Maxxess executed a promissory note for suchpaid the full amount which was subsequently amended and restated on July 23, 2013. The amended and restated note bears interest at a rate of 6% per annum, compounded annually, with accrued interest payable quarterlydue on the first business day of each calendar quarter. Maxxess continuesnote, $146,000, to pay down the balance of this note by providing consulting services to Iteris, although we have previously fully reserved for amounts owed to us by Maxxess and the outstanding principal balance remains fully reserved. As of March 31, 2017, approximately $146,000 of the original principal balance was outstanding and payable to Iteris.Company.
Delinquent Section 16(a) Reports


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stockcommon stock and other equity securities. Based solely on a review of

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copies of such forms receivedfiled with the SEC with respect to Fiscal 20172020 and the written representations received from certain reporting persons that no other reports were required, we believe that all directors, officers and persons who own more than 10% of our Common Stockcommon stock have complied with the reporting requirements of Section 16(a), except that the following twoeach of Dr. Daly, Mr. Deeter, Mr. Mooney, Ms. Siegal, Mr. Williams and Mr. Zank failed to timely report one transaction on Form 4 reportswith respect to the grant or vesting of restricted stock units, all of which were filed late during Fiscal 2017: (i) Mr. Kreter sold 28,252 shares on March 16, 2017 and the Form 4 was filed on April 5, 2017; and (ii) Mr. Massoumi sold 2,000 shares on February 22, 2017 and the Form 4 was filed on February 27, 2017.

subsequently filed.


Annual ReportANNUAL REPORT

A copy of our Annual Report (excluding the exhibits thereto) accompanies the proxy materials being mailed to all stockholders. The Annual Report is not incorporated into this proxy statement and is not considered proxy solicitation material. Stockholders may obtain a copy of the Annual Report and any of our other filings with the SEC, without charge, by writing to Investor Relations, Iteris, Inc., 1700 Carnegie Avenue, Suite 100, Santa Ana, California 92705. The Annual Report (including the exhibits thereto) is also available on the SEC'sSEC’s website at www.sec.gov.


Delivery of Documents to Stockholders Sharing an Address
Some street name holders of our common stock may be “householding” our proxy statements and annual reports, which means that we will deliver only one copy of our proxy statement and annual report to multiple stockholders who share the same address (if they appear to be members of the same family), unless we have received instructions to the contrary. This procedure reduces our printing costs, mailing costs and fees. Upon request, we will promptly deliver a separate copy of either document to you if you write us at our corporate offices at Iteris, Inc., 1700 Carnegie Avenue, Suite 100, Santa Ana, CA 92705, Attention: Corporate Secretary, Telephone: (949) 270-9400. You may also contact us or your Nominee if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Deadline for Receipt of Stockholder Proposals

Stockholders may present proposals for action at a future meeting or nominate persons for the election of directors only if they comply with the requirements of the proxy rules established by the SEC and our bylaws. Pursuant to Rule 14a-8 of the Exchange Act, some stockholdersstockholder proposals may be eligible for inclusion in our proxy statement for the 20182021 Annual Meeting of Stockholders (the "2018“2021 Annual Meeting"Meeting”). Stockholder proposals that are intended to be presented at our 20182021 Annual Meeting and included in the proxy statement, form of proxy and other proxy solicitation materials related to that meeting must be received by us not later than June 1, 2018.

March 29, 2021.

If a stockholder wishes to submit a proposal which is not intended to be included in our proxy statement under Rule 14a-8 of the Exchange Act, or wishes to nominate a person as a candidate for election to the Board, the proposal or nomination must be received by us on or between July 11, 2018, 2018May 13, 2021 and August 10, 2018.June 12, 2021. If the date of the 20182021 Annual Meeting of Stockholders is called for a date that is not within 30 days before or after the anniversary date of the 20172020 Annual Meeting of Stockholders, (a situation that we do not anticipate), then the stockholder must submit any such proposal or nomination not later than the close of business of the 10th day following the earlier of (i) the day on which the notice of the meeting was mailed or (ii) public disclosure of the date of such meeting is first made. Stockholders are advised to review our bylaws which contain these advance notice requirements with respect to advance notice of stockholder proposals and director nominations.

In addition, with respect to any proposal that a stockholder presents at the 20182021 Annual Meeting that is not submitted for inclusion in our proxy materials pursuant to Rule 14a-8 under the Exchange Act, the proxy solicited by the Board of Directors for such annual meeting will confer discretionary voting authority to vote on such stockholder proposal to the extent permitted under Rule 14a-4 under the Exchange Act.

Stockholder proposals must be in writing and should be addressed to our corporateCorporate Secretary, at our principal executive offices at 1700 Carnegie Avenue, Suite 100, Santa Ana, California 92705. It is recommended that stockholders submitting proposals direct them to our corporateCorporate Secretary and utilize certified mail, return receipt requested in order to provide proof of timely receipt. The presiding officer of the 20182021 Annual Meeting reserves the right to reject, rule out of order, or take other appropriate action with respect to any

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proposal that does not comply with these and other applicable requirements, including conditions set forth in our bylaws and conditions established by the SEC.


Other Matters
OTHER BUSINESS

The Board of Directors is not aware of any other matter which will be presented for action at the Annual Meeting other than the matters set forth in this proxy statement. If any other matter requiring a vote of the stockholders arise, it is intended that the proxy holders will vote the shares they represent as the Board of Directors may recommend. Discretionary authority with respect to such other matters is granted by the execution of the enclosed proxy card.

THE BOARD OF DIRECTORS OF ITERIS, INC.

Santa Ana, California
September 25, 2017



Appendix A

ITERIS, INC. EMPLOYEE STOCK PURCHASE PLAN

        1.    Purpose.    This Iteris, Inc. ("Company") Employee Stock Purchase Plan (the "Plan") is intended to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code and the Plan shall be interpreted in a manner that is consistent with that intent.

        2.    Definitions.

        "Board or Board of Directors" means the Board of Directors of the Company, as constituted from time to time.

        "Code" means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

        "Committee" means the Compensation Committee or other committee appointed by the Board to administer the Plan.

        "Common Stock" means the common stock of the Company, par value $0.10 per share.

        "Company" means Iteris, Inc., a Delaware corporation, including any successor thereto.

        "Compensation" means the fixed salary or base wage paid by the Company or a Participating Subsidiary to a Participant as reported by the Company or a Participating Subsidiary, as applicable, to the United States government for income tax purposes, including bonuses and commissions and an Employee's portion of salary deferral contributions pursuant to Section 401(k) of the Code and any amount excludable pursuant to Section 125 of the Code, overtime, vacation pay, holiday pay, jury duty pay and funeral leave pay, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and relocation expenses, and income received in connection with stock options or other equity-based awards.

        "Corporate Transaction" means a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate event described in Section 424 of the Code.

        "Designated Broker" means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.

        "Effective Date" means January 1, 2018, subject to the Plan obtaining stockholder approval in accordance with Section 19.11 hereof.

        "Employee" means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Participating Subsidiary that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual's right to re-employment is not guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).

        "Eligible Employee" means an Employee who is customarily employed (and regularly scheduled) for at least twenty (20) hours per week and more than five (5) months in any calendar year.


Notwithstanding the foregoing, the Committee may exclude from participation in the Plan or any Offering Employees who are "highly compensated employees" of the Company or a Participating Subsidiary (within the meaning of Section 414(q) of the Code) or a sub-set of such highly compensated employees.

        "Enrollment Form" means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period.

        "ESPP Share Account" means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of a Participant.

        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

        "Fair Market Value" means, as of any date, the value of the shares of Common Stock as determined below. If the shares are listed on any established stock exchange or a national market system, including, without limitation, the NASDAQ Stock Market, the Fair Market Value shall be the closing selling price of a share (or if no sales were reported, the closing price on the date immediately preceding such date) at the close of regular hours trading (i.e., before after-hours trading begins) as quoted on such exchange or system on the day of determination, as reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the Common Stock is then primarily traded. In the absence of an established market for the shares, the Fair Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.

        "Offering Date" means the first Trading Day of each Offering Period as designated by the Committee.

        "Offering" or"Offering Period" means a period of six months beginning each January 1st and July 1st of each year; provided, that, pursuant to Section 5, the Committee may change the duration of future Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start and end dates of future Offering Periods.

        "Participant" means an Eligible Employee who is actively participating in the Plan.

        "Participating Subsidiaries" means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

        "Plan" means this Iteris, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.

        "Purchase Date" means the last Trading Day of each Offering Period.

        "Purchase Price" means an amount equal to the lesser of (1) eighty-five percent (85%) (or such greater percentage as determined by the Committee) of the Fair Market Value on the Offering Date or (2) eighty-five percent (85%) (or such greater percentage as determined by the Committee) of the Fair Market Value on the Purchase Date; provided, that, the Purchase Price per share of Common Stock will in no event be less than the par value of the Common Stock.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Subsidiary" means any domestic corporation, of which not less than 50% of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.


        "Trading Day" means any day on which the national stock exchange upon which the Common Stock is listed is open for trading or, if the Common Stock is not listed on an established stock exchange or national market system, a business day, as determined by the Committee in good faith.

        3.    Administration.    The Plan shall be administered by the Committee, which shall have the authority to construe and interpret the Plan, prescribe, amend and rescind rules relating to the Plan's administration and take any other actions necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The Committee shall have the authority and discretion to change the Purchase Price within the parameters set forth above, and if the Committee changes the Purchase Price from one Offering Period to another, the Company will notify Participants of any change in Purchase Price at least fifteen (15) days prior to the beginning of the next Offering Period to which the changed Purchase Price applies. The decisions of the Committee shall be final and binding on all persons. All expenses of administering the Plan shall be borne by the Company.

        4.    Eligibility.    Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code, any individual who is an Eligible Employee as of the Offering Date for a particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 423 of the Code.

        Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or (ii) such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time.

        5.    Offering Periods.    The Plan shall be implemented by a series of Offering Periods, each of which shall be six (6) months in duration, with new Offering Periods commencing on or about January 1 and July 1 of each year (or such other times as determined by the Committee). The Committee shall have the authority to change the duration, frequency, start and end dates of Offering Periods.

        6.    Participation.

            6.1    Enrollment; Payroll Deductions.    An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may be electronic, and submitting it to the Company, in accordance with the enrollment procedures established by the Committee. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than 15% of his or her Compensation on each pay day occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins). Payroll deductions shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account.

            6.2    Election Changes.    During an Offering Period, a Participant may decrease or increase his or her rate of payroll deductions applicable to such Offering Period only once. To make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll


    deductions and any change shall become effective on the next payroll period that begins no earlier than five (5) business days after the Company's receipt of a new Enrollment Form or such other notice period as may be established by the Compensation Committee from time to time in its sole discretion (to the extent practical under the Company's payroll practices) following delivery of a new Enrollment Form. A Participant may decrease or increase his or her rate of payroll deductions for future Offering Periods by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen days before the start of the next Offering Period.

            6.3    Automatic Re-enrollment.    The deduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless the Participant (a) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6.2, (b) withdraws from the Plan in accordance with Section 10, or (c) terminates employment or otherwise becomes ineligible to participate in the Plan.

        7.    Grant of Option.    On each Offering Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant's accumulated payroll deductions by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than 5,000 shares of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations set forth in Section 13 of the Plan).

        8.    Exercise of Option/Purchase of Shares.    A Participant's option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each Offering Period. The Participant's accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant's notional account. No fractional shares may be purchased but any remaining funds that are not used to purchase Common Stock will carry forward to the next Offering Period, subject to earlier withdrawal by the Participant in accordance with Section 10 or termination of employment in accordance with Section 11.

        9.    Transfer of Shares.    As soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option. The Committee may permit or require that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and may require that the shares of Common Stock be retained with such Designated Broker for a specified period of time. Participants will not have any voting, dividend or other rights of a shareholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant to this Section 9.

        10.    Withdrawal.

            10.1    Withdrawal Procedure.    A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form indicating his or her election to withdraw at any time before the Purchase Date, provided that such revised Enrollment Form is received at least ten (10) business days prior to the Purchase Date (or such other period as may be established by the Compensation Committee from time to time in its sole discretion). The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to purchase shares of Common Stock) shall be paid to the Participant promptly following receipt of the Participant's Enrollment Form indicating his or her election to withdraw and the Participant's option shall be automatically terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan.

            10.2    Effect on Succeeding Offering Periods.    A Participant's election to withdraw from an Offering Period will not have any effect upon his or her eligibility to participate in succeeding


    Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws, provided the Participant submits a new Enrollment Form in accordance with this Plan.

        11.    Termination of Employment; Change in Employment Status.    Upon termination of a Participant's employment for any reason, including death, disability or retirement, or a change in the Participant's employment status following which the Participant is no longer an Eligible Employee, which in either case occurs at least fifteen days (or such other period as may be established by the Compensation Committee from time to time in its sole discretion) before the Purchase Date, the Participant will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant's notional account (that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of the Participant's death, to the person(s) entitled to such amounts under Section 17, and the Participant's option shall be automatically terminated. If the Participant's termination of employment or change in status occurs within fifteen days (or such other period as may be established by the Compensation Committee from time to time in its sole discretion) before a Purchase Date, the accumulated payroll deductions shall be used to purchase shares on the Purchase Date.

        12.    Interest.    No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.

        13.    Shares Reserved for Plan.

            13.1    Number of Shares.    A total of One Million (1,000,000) shares of Common Stock have been reserved as authorized for the grant of options under the Plan. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open market.

            13.2    Over-subscribed Offerings.    The number of shares of Common Stock which a Participant may purchase in an Offering under the Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all other Participants in such Offering would exceed the total number of shares of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date, the number of shares of Common Stock with respect to which options are to be exercised exceeds the number of shares of Common Stock then available under the Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase in as uniform a manner as practicable and as the Committee determines to be equitable.

        14.    Transferability.��   No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 17 hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.

        15.    Application of Funds.    All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate such payroll deductions or contributions.

        16.    Statements.    Participants will be provided with statements at least annually which shall set forth the contributions made by the Participant to the Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant's notional account.

        17.    Designation of Beneficiary.    A Participant may file, on forms supplied by the Company, a written designation of beneficiary who is to receive any shares of Common Stock and cash in respect of


any fractional shares of Common Stock, if any, from the Participant's ESPP Share Account under the Plan in the event of such Participant's death. In addition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant's notional account in the event of the Participant's death prior to the Purchase Date of an Offering Period.

        18.    Adjustments Upon Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions.

            18.1    Adjustments.    In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, reincorporation, other reorganization, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the Company's structure affecting the Common Stock occurs without the Company's receipt of consideration, or should the value of shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each outstanding option under the Plan, and the numerical limits of Section 7 and Section 13.

            18.2    Dissolution or Liquidation.    Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to the proposed dissolution or liquidation. The new Purchase Date will be before the date of the Company's proposed dissolution or liquidation. Before the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant's option will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10.

            18.3    Corporate Transaction.    In the event of a Corporate Transaction, the Committee may cause each outstanding option to be assumed or an equivalent option substituted by the successor corporation or a parent or Subsidiary of such successor corporation. If the successor corporation does not assume or substitute the option, the Committee may either: (a) shorten the Offering Period with respect to which the option relates and set a new Purchase Date on which the Offering Period will end. The new Purchase Date will occur before the date of the Corporate Transaction. Prior to the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant's option will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10; or (b) terminate the Offering Period and refund all accumulated payroll deductions to the Participants.

        19.    General Provisions.

            19.1    Equal Rights and Privileges.    Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges.

            19.2    No Right to Continued Service.    Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue as an Employee or in any other capacity.

            19.3    Rights as Stockholder.    A Participant will become a stockholder with respect to the shares of Common Stock that are purchased pursuant to options granted under the Plan when the shares are transferred to the Participant's ESPP Share Account. A Participant will have no rights


    as a stockholder with respect to shares of Common Stock for which an election to participate in an Offering Period has been made until such Participant becomes a stockholder as provided above.

            19.4    Successors and Assigns.    The Plan shall be binding on the Company and its successors and assigns.

            19.5    Entire Plan.    This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.

            19.6    Compliance with Law.    The obligations of the Company with respect to payments under the Plan are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery of the shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including, without limitation, the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed.

            19.7    Notice of Disqualifying Dispositions.    Each Participant shall give the Company prompt written notice of any disposition or other transfer of shares of Common Stock acquired pursuant to the exercise of an option acquired under the Plan, if such disposition or transfer is made within two years after the Offering Date or within one year after the Purchase Date.

            19.8    Term of Plan.    The Plan shall become effective on the Effective Date and, unless terminated earlier pursuant to Section 19.9, shall have a term of ten years.

            19.9    Amendment or Termination.    The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time and for any reason, provided, however, that in no event may the Committee effect any of the following amendments or revisions to the Plan without the approval of the Company's shareholders: (i) increase the number of shares of Common Stock issuable under the Plan (other than adjustments pursuant to Section 19.1) or (ii) materially modify the requirements for eligibility to participate in the Plan. If the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with their terms (and subject to any adjustment in accordance with Section 18). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants (without interest, except as otherwise required by law) as soon as administratively practicable.

            19.10    Applicable Law.    The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state's conflict of law rules.

            19.11    Stockholder Approval.    The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.

            19.12    Section 423.    The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed to comply with Section 423 of the Code.

            19.13    Withholding.    To the extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.

            19.14    Severability.    If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.

            19.15    Headings.    The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan.


PROXY

ITERIS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF


The undersigned stockholder of ITERIS, INC. hereby appoints  JOE BERGERA and ANDREW SCHMIDT, and each of them, proxies of the undersigned, each with full power to act without the other and with power of substitution, to represent the undersigned at the Annual Meeting of Stockholders of Iteris to be held at the Company’s principal executive offices located at 1700 Carnegie Avenue, Suite 100,

Santa Ana, CA, 92705, on November 8, 2017 at 10:00 a.m. Pacific Time, and at any adjournments or postponements thereof (the “Annual Meeting”), and to vote all shares of common stock of Iteris held of record by the undersigned on September 11, 2017, with all the powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.California

The undersigned hereby revokes any other proxy to vote at such Annual Meeting and hereby ratifies and confirms all that said proxies, and each of them, may lawfully do by virtue hereof.


THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED OR, IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED “FOR” THE ELECTIONJuly 27, 2020


48
TABLE OF THE NOMINEES NAMED IN PROPOSAL ONE, “FOR” EACHCONTENTS
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TABLE OF THE OTHER PROPOSALS AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS WITH REGARD TO ANY OTHER MATTERS PROPERLY BROUGHT TO A VOTE AT THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

C.

Non-Voting Items

Change of Address - Please print new address below

MARK HERE IF YOU PLAN TO ATTEND THE MEETING

o

CONTENTS
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A.    Proposals  - The Board of Directors recommends a vote FOR all of the nominees listed below, and FOR Proposals 2 and 3.

x Please mark votes as in this example.

1.

Election of Directors:  To elect Joe Bergera, Kevin C. Daly, Ph.D., Scott E. Deeter, Gerard M. Mooney, Thomas L. Thomas and Mikel H. Williams to the Board of Directors, each to hold such office until the next annual meeting of stockholders or until his successor is elected and qualified.

o Mark here to vote FOR all nominees

o Mark here to WITHHOLD vote from all nominees

o For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below.

2.

Approval of the Iteris, Inc. Employee Stock Purchase Plan.

o FOR

o AGAINST

o ABSTAIN

3.

Ratification of Deloitte & Touche LLP as the independent registered public accounting firm of Iteris for the fiscal year ending March 31, 2018.

o FOR

o AGAINST

o ABSTAIN

B.

Authorized Signature - This section must be completed for your vote to be counted.

Date and Sign below. This Proxy must be signed exactly as your name appears hereon.  Executors, administrators, trustees, etc., should give full title as such.  If the stockholder is a corporation, a duly authorized officer should sign on behalf of the corporation and should indicate his or her title.

Date (mm/dd/yyyy) – Please print date below.

Signature 1 – Please keep signature within the box.

Signature 2 – Please keep signature within the box.

       /       /

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A, B and C
ON BOTH SIDES OF THIS CARD.



QuickLinks

PROPOSAL ONE: ELECTION OF DIRECTORS
CORPORATE GOVERNANCE
PROPOSAL TWO: APPROVAL OF EMPLOYEE SHARE PURCHASE PLAN
PROPOSAL THREE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT COMMITTEE REPORT
EXECUTIVE COMPENSATION AND OTHER INFORMATION
PRINCIPAL STOCKHOLDERS AND COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN TRANSACTIONS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
ANNUAL REPORT
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
OTHER BUSINESS
Appendix A ITERIS, INC. EMPLOYEE STOCK PURCHASE PLAN