DEF 14A of Texas Instruments Inc, Mar 12, 2024

DEF 14A of Texas Instruments Inc

Filed Mar 12, 2024 · FY20230000097476-24-000012

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  1. TABLE OF CONTENTS

    | Compensation committee report | 44 | | 2023 compensation tables | 45 | | 2023 summary compensation table | 45 | | Grants of plan-based awards in 2023 | 47 | | Outstanding equity awards at fiscal year-end 2023 | 48 | | 2023 option exercises and stock vested | 50 | | 2023 pension benefits | 51 | | 2023 non-qualified deferred compensation | 53 | | Potential payments upon termination or change in control | 54 | | Pay ratio | 58 | | Pay versus performance | 59 | | Audit committee matters | 61 | | Audit committee report | 61 | | Proposal to ratify appointment of independent registered public accounting firm | 61 | | Stockholder proposals | 63 | | Additional information | 68 | | Security ownership of certain beneficial owners | 68 | | Security ownership of directors and management | 69 | | Stockholder proposals and nominations for 2025 | 73 | | Benefit plan voting | 73 | | Delinquent Section 16(a) reports | 73 | | Telephone and internet voting | 74 | | Stockholders sharing the same address | 74 | | Internet availability of proxy materials | 74 | | Notice regarding forward-looking statements | 75 | | Appendix A (Texas Instruments 2024 Long-Term Incentive Plan) | 76 |

  2. Election of directors

    Election of directors Directors are elected at the annual meeting to hold office until the next annual meeting and until their successors are elected and qualified. The board of directors has designated the following persons as nominees: Mark A. Blinn, Todd M. Bluedorn, Janet F. Clark, Carrie S. Cox, Martin S. Craighead, Reginald DesRoches, Curtis C. Farmer, Jean M. Hobby, Haviv Ilan, Ronald Kirk, Pamela H. Patsley, Robert E. Sanchez and Richard K. Templeton. If you return a proxy that is not otherwise marked, your shares will be voted FOR each of the nominees. Director nominees, qualifications and experience All of the nominees for directorship will be directors of the company at the time of the annual meeting. If any nominee becomes unable to serve before the meeting, the persons named as proxies may vote for a substitute, or the number of directors will be reduced accordingly. Summary This table provides a summary view of the qualifications, experience and demographics of each director nominee as of the proxy statement filing date.

  3. Election of directors

    | Qualifications and Experience | Mark A. Blinn | Todd M. Bluedorn | Janet F. Clark | Carrie S. Cox | Martin S. Craighead | Reginald DesRoches | Curtis C. Farmer | Jean M. Hobby | Haviv Ilan | Ronald Kirk | Pamela H. Patsley | Robert E. Sanchez | Richard K. Templeton | | Independence | • | • | • | • | • | • | • | • | | • | • | • | | | Multinational experience | • | • | • | • | • | | • | • | • | • | • | • | • | | Executive leadership (public or private) | • | • | • | • | • | • | • | • | • | • | • | • | • | | Technology, research and development | • | • | • | • | • | • | • | • | • | | • | • | • | | Manufacturing | • | • | | • | • | | | | • | | | | • | | End-market knowledge | • | • | • | • | • | | | • | • | • | | • | • | | Regulatory, public policy or legal | • | | | • | | | • | • | | • | • | | | | Other public board service | • | • | • | • | • | • | • | • | | • | • | • | | | Financial acumen | • | • | • | • | • | • | • | • | • | • | • | • | • | | Auditing/Accounting | • | | • | | | | | • | | | • | • | | | Sustainability | • | • | • | • | • | • | • | | • | • | | • | • | | Demographic Background | | | | | | | | | | | | | | | Tenure (years) | 11 | 7 | 9 | 20 | 6 | * | 1 | 8 | 2 | 11 | 20 | 13 | 21 | | Age (years) | 62 | 60 | 69 | 66 | 64 | 56 | 61 | 63 | 55 | 69 | 67 | 58 | 65 | | Gender | M | M | F | F | M | M | M | F | M | M | F | M | M | | Race/Ethnicity ** | W | W | W | W | W | B | W | W | W | B | W | H | W |

  4. Election of directors

    * Elected to the board effective March 1, 2024 ** B = Black/African American; W = White; H = Hispanic/Latino The board prefers a mix of background and experience among its members. The board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the high standards of board service at the company. The board actively seeks women and minority candidates for the pool from which board candidates are chosen. Maintaining a balance of tenure among the directors is also part of the board’s consideration. Longer-serving directors bring valuable experience with the company and familiarity with the strategic and operational challenges it has faced over the years, while newer directors bring fresh perspectives and ideas. To help maintain this balance, the company has a mandatory retirement policy, pursuant to which directors cannot stand for election after reaching age 75. The effectiveness of the board’s approach to board composition decisions is evidenced by the directors’ participation in the insightful and robust, yet respectful, deliberation that occurs at board and committee meetings, and in shaping the agendas for those meetings. Nominee criteria In evaluating prospective nominees and as stated in our corporate governance guidelines, the Governance and Stockholder Relations (GSR) committee considers the following criteria: •Outstanding achievement in the individual’s personal career. •Relevant commercial expertise. •International operations experience. •Financial acumen. •Government experience. •Standards of integrity and soundness of judgment. •Ability to make independent, analytical inquiries. •Ability to represent the total corporate interests of TI (a director will not be selected to, nor be expected to, represent the interests of any particular group). •Board diversity (viewpoints, gender, ethnicity). •Willingness and ability to devote the time required to perform board activities adequately. Directors should not serve on the boards of more than four other public companies. Nominee assessment As it considered director nominees for the 2024 annual meeting, the board kept in mind that the most important issues it considers typically relate to the company’s strategic direction; succession planning for senior executive positions; the company’s financial performance; the challenges of running a large, complex enterprise, including the management of its risks; major acquisitions and divestitures; and significant research and development (R&D) and capital investment decisions. These issues arise in the context of the company’s operations, which primarily involve the manufacture and sale of semiconductors all over the world into industrial, automotive, personal electronics, communications equipment and enterprise systems markets. As described below, each of our director nominees has achieved an extremely high level of success in his or her career, whether at multibillion dollar, multinational corporate enterprises, large academic institutions or significant governmental organizations. In these positions, each has been directly involved in the challenges relating to setting the strategic direction and managing the financial performance, personnel and processes of large, complex organizations, which includes key sustainability matters. Each has had exposure to effective leaders and has developed the ability to judge leadership qualities. Ten of the director nominees have experience in serving on the board of directors of at least one other major corporation, and one has served in high political office, all of which provides additional relevant experience on which each nominee can draw. In concluding that each nominee should serve as a director, the board relied on the specific experiences and attributes listed below and on the direct personal knowledge (except as to Dr. DesRoches who joined the board on March 1, 2024), born of previous service on the board, that each of the nominees brings insight to board deliberations as well as a willingness to ask challenging questions. All nominees for directorship are currently directors of the company, including Dr. DesRoches, who was elected to the board effective March 1, 2024. He is the only director nominee at the 2024 annual meeting of stockholders who is standing for election by the stockholders for the first time. A search firm retained by the company to assist the GSR Committee in identifying and evaluating potential nominees initially identified Dr. DesRoches as a potential director candidate. The search firm conducted research to identify a number of potential candidates, based on qualifications and skills the GSR Committee determined that candidates should possess. It then conducted further research on the candidates in whom the GSR Committee had the most interest. Following this process, Dr. DesRoches was unanimously elected to the company’s board of directors. The board believes its current size is within the desired range as stated in the board’s corporate governance guidelines.

  5. Election of directors

    | Director nominees | | | | Mark Blinn | | | | Former chief executive officer of Flowserve Corporation | | | | | Career highlights Mr. Blinn served in various positions at Flowserve, including as chief executive officer and president from 2009 to 2017 and chief financial officer from 2004 to 2009. Prior to Flowserve, Mr. Blinn held senior finance positions at several companies, including FedEx Kinko's Office and Print Services, Inc. and Centex Corporation. As an attorney, he represented financial institutions, foreign corporations and insurance companies. | Key skills and experience •Management responsibility of a large, multinational manufacturer operating in industrial markets •Responsibility for significant capital and R&D investments •Keen appreciation for audit and financial control matters Other current public company directorships •Emerson Electric Co. •Globe Life Inc. •Leggett & Platt, Incorporated Other public company directorships in the last five years •Kraton Corporation | | Todd Bluedorn | | | | Former chairman and chief executive officer of Lennox International Inc. | | | | | Career highlights Mr. Bluedorn served as vice chair of Madison Industries from 2022 to 2023. Prior to Madison Industries, he served as chief executive officer of Lennox International from 2007 to 2022 and chairman of the board from 2012 to 2022. Prior to that, Mr. Bluedorn held several senior management positions at United Technologies Corporation, including leading Otis Elevator — North & South America. | Key skills and experience •Management responsibility of a large, multinational manufacturer operating in industrial markets •Responsibility for significant capital and R&D investments Other current public company directorships •Samsara Inc. Other public company directorships in the last five years •Eaton Corporation plc •Lennox International Inc. | | Janet Clark | | | | Former chief financial officer of Marathon Oil Corporation | | | | | Career highlights Ms. Clark was chief financial officer and executive vice president of Marathon Oil Corporation from 2007 to 2013 and senior vice president and chief financial officer from 2004 to 2007. Prior to Marathon, she served as chief financial officer of Nuevo Energy Company and Santa Fe Snyder Corporation. Ms. Clark has served as a director of Dell Inc. and Exterran Holdings, Inc. She also serves as a director of environmental nonprofit Resources for the Future. | Key skills and experience •Keen appreciation for audit and financial control matters •Oversight of large multinational companies, including one in the technology industry Other current public company directorships •EOG Resources, Inc. Other public company directorships in the last five years •None |

  6. Election of directors

    | Carrie Cox | | | | Former chairman and chief executive officer of Humacyte, Inc. | | | | | Career highlights Ms. Cox was the executive chair of Humacyte, Inc. from 2018 to 2019, where she was also chairman and chief executive officer from 2010 to 2018. Prior to Humacyte, Ms. Cox held several senior management positions in the medical industry, including leading the global pharmaceuticals business at Schering-Plough Corporation and the global prescription business at Pharmacia Corporation. | Key skills and experience •Management responsibility of a large multinational company operating in a regulated industry •Responsibility for significant capital and R&D investments Other current public company directorships •Organon & Co. •Cartesian Therapeutics, Inc. (f/k/a Selecta Biosciences, Inc.) Other public company directorships in the last five years •Array BioPharma Inc. •Cardinal Health, Inc. •Celgene Corporation •electroCore, Inc. | | Martin Craighead | | | | Former chairman and chief executive officer of Baker Hughes Inc. | | | | | Career highlights At Baker Hughes Inc., Mr. Craighead served as chief executive officer from 2012 to 2017 and chairman of the board from 2013 until the company merged with GE in 2017. He then served as vice chair of Baker Hughes, a GE company, until 2019. Prior to leading the company, Mr. Craighead held several senior management roles at Baker Hughes, including as chief operating officer. | Key skills and experience •Management responsibility of a large, multinational company operating in industrial markets •Responsibility for significant capital and R&D investments Other current public company directorships •Emerson Electric Co. Other public company directorships in the last five years •Ecovyst Inc. | | Reginald DesRoches | | | | President of Rice University | | | | | Career highlights Dr. DesRoches has been the president of Rice University since 2022 and a professor of engineering since 2017. Prior to his role as president, he served as Rice’s Howard Hughes Provost from 2020 to 2022 and the William and Stephanie Sick Dean of Engineering from 2017 to 2020. Dr. DesRoches previously served as the chair of the School of Civil and Environmental Engineering at Georgia Tech. | Key skills and experience •Management responsibility of a large, internationally recognized research university •Responsibility for significant capital and R&D investments •Keen appreciation for technology matters Other current public company directorships •Brandywine Realty Trust Other public company directorships in the last five years •None |

  7. Election of directors

    | Curtis Farmer | | | | Chairman, president and chief executive officer of Comerica Incorporated | | | | | Career highlights At Comerica, Mr. Farmer has served as chief executive officer since 2019, chairman since 2020 and president since 2015. Prior to those roles, he was executive vice president from 2008 to 2011, then vice chairman from 2011 to 2015. Mr. Farmer has also held senior leadership positions at Wachovia Corporation. | Key skills and experience •Management responsibility of a large financial institution •Responsibility for significant capital and R&D investment Other current public company directorships •Comerica Incorporated Other public company directorships in the last five years •None | | Jean Hobby | | | | Retired partner of PricewaterhouseCoopers LLP | | | | | Career highlights Ms. Hobby was global strategy officer of PricewaterhouseCoopers from 2013 to 2015. Prior to that, she held several senior management positions at the firm, including as technology, media and telecom sector leader and chief financial officer. | Key skills and experience •Extensive audit knowledge and keen appreciation for audit, financial control and technology matters •Management responsibility at a large, multinational company •Strategic planning expertise Other current public company directorships •Hewlett Packard Enterprise Company •Integer Holdings Corporation Other public company directorships in the last five years •None | | Haviv Ilan | | | | President and chief executive officer of Texas Instruments Incorporated | | | | | Career highlights Mr. Ilan has been an employee of the company for over 20 years, serving since 2014 at a senior level at the company, including as director since 2021. From 2020 to 2023, Mr. Ilan served as executive vice president and chief operating officer, responsible for leading TI's business and sales organizations, technology and manufacturing operations and information technology services. In 2023, Mr. Ilan assumed the role of president and chief executive officer. | Key skills and experience •Management responsibility for the company's operations •Knowledge of the company and the semiconductor industry •Responsibility for significant capital investments Other current public company directorships •None Other public company directorships in the last five years •None |

  8. Election of directors

    | Ronald Kirk | | | | Senior of counsel at Gibson, Dunn & Crutcher LLP | | | | | Career highlights Mr. Kirk has been senior of counsel at Gibson, Dunn & Crutcher since 2013 and co-chairs the international trade and ESG practice groups. He served as the U.S. Trade Representative from 2009 to 2013, where he focused on the development and enforcement of U.S. intellectual property law. Mr. Kirk has been a director of Brinker International, Inc. and Dean Foods Company. | Key skills and experience •Management responsibility of a large, complex organization operating internationally •Keen insight into issues bearing on global economic activity and international trade policies Other current public company directorships •Mister Car Wash, Inc. Other public company directorships in the last five years •AMF Hawaii Investments, LLC (f/k/a Macquarie Infrastructure Holdings, LLC) | | Pamela Patsley | | | | Former chairman and chief executive officer of MoneyGram International, Inc. | | | | | Career highlights At MoneyGram, Ms. Patsley was chair and chief executive officer from 2009 to 2015, then executive chair until 2018. Prior to that, she was senior executive vice president at First Data Corporation and chief executive officer of Paymentech, Inc. She also served as chief financial officer of First USA, Inc. and began her career as an auditor. | Key skills and experience •Management responsibility of a large, multinational company •Keen appreciation for audit, financial control and technology matters Other current public company directorships •Hilton Grand Vacations Inc. •Keurig Dr Pepper Inc. •Payoneer Global Inc. Other public company directorships in the last five years •ACI Worldwide, Inc. | | Robert Sanchez | | | | Chairman and chief executive officer of Ryder System, Inc. | | | | | Career highlights Mr. Sanchez has been chairman and executive officer of Ryder since 2013. During his career at Ryder, Mr. Sanchez has served as president, chief operating officer, chief information officer and chief financial officer. He has also had a broad range of leadership roles in Ryder’s business segments, including as president of its Global Fleet Management Solutions business. | Key skills and experience •Management responsibility of a large, multinational transportation and logistics company •Responsibility for significant capital investments •Keen appreciation for technology matters Other current public company directorships •Ryder System, Inc. Other public company directorships in the last five years •None |

  9. Election of directors

    | Rich Templeton | | | | Chairman of Texas Instruments Incorporated | | | | | Career highlights Mr. Templeton is a 40-year veteran of the semiconductor industry, serving 29 years at a senior level at the company. He has been the company’s chairman since 2008, and served as chief executive officer and president from 2004 to June 2018 and July 2018 to March 2023. | Key skills and experience •Deep knowledge of all aspects of the company and the semiconductor industry •Management responsibility of the company •Responsibility for significant capital and R&D investments Other current public company directorships •None Other public company directorships in the last five years •None |

  10. Election of directors

    Director nomination process The board is responsible for approving nominees for election as directors. To assist in this task, the board has designated a standing committee, the GSR committee, that is responsible for reviewing and recommending nominees to the board. The GSR committee is comprised solely of independent directors as defined by the rules of The Nasdaq Stock Market LLC (Nasdaq) and the board’s corporate governance guidelines. Our board of directors has adopted a written charter for the GSR committee. It can be found on our website at www.ti.com/corporategovernance. It is a long-standing policy of the board to consider prospective board nominees recommended by stockholders. A stockholder who wishes to recommend a prospective board nominee for the GSR committee’s consideration must write to the Secretary of the GSR committee, Texas Instruments Incorporated, P.O. Box 655936, MS 8658, Dallas, TX 75265-5936. The GSR committee will evaluate the stockholder’s prospective board nominee in the same manner as it evaluates other nominees. Under the company’s by-laws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of the company’s outstanding common stock continuously for at least three years, may nominate and include in the company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the board of directors, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the by-laws, which can be found on our website at www.ti.com/corporategovernance. The company’s by-laws also allow stockholders to nominate directors without involving the GSR committee or including the nominee in the company’s proxy materials. To do so, stockholders must comply with the requirements set forth in the by-laws. Communications with the board Stockholders and others who wish to communicate with the board, a board committee or an individual director may write to them at P.O. Box 655936, MS 8658, Dallas, TX 75265-5936. All communications addressed to the board, a board committee or an individual director that are sent to this address will be shared with the addressee. Corporate governance The board has a long-standing commitment to responsible and effective corporate governance. We annually conduct extensive governance reviews and engage in investor outreach specific to governance, executive compensation and environmental and social matters. The board’s corporate governance guidelines (which include the director independence standards), the charters of each of the board’s committees, TI’s “Living our Values: TI’s ambitions, values and code of conduct,” our code of ethics for our chief executive officer (CEO) and senior financial officers and our by-laws are available on our website at www.ti.com/corporategovernance. Stockholders may request copies of these documents free of charge by writing to Texas Instruments Incorporated, P.O. Box 660199, MS 8657, Dallas, TX 75266-0199, Attn: Investor Relations. Annual meeting attendance It is a policy of the board to encourage directors to attend the annual meeting of stockholders. Attendance allows for interaction between stockholders and board members. In 2023, all directors then in office and standing for re-election attended TI’s annual meeting of stockholders. Director independence The board has determined that each of our directors is independent, with the exception of Messrs. Templeton and Ilan. In connection with this determination, information was reviewed regarding directors’ business and charitable affiliations, directors’ immediate family members and their employers, and any transactions or arrangements between the company and such persons or entities. The board has adopted the following standards for determining independence. A.In no event will a director be considered independent if: 1.He or she is a current partner of or is employed by the company’s independent auditors; 2.A family member of the director is (i) a current partner of the company’s independent auditors or (ii) currently employed by the company’s independent auditors and personally works on the company’s audit; 3.Within the current or preceding three fiscal years he or she was, and remains at the time of the determination, a partner in or a controlling shareholder, an executive officer or an employee of an organization that in the current year or any of the past three fiscal years (i) made payments to, or received payments from, the company for property or services, (ii) extended loans to or received loans from, the company, or (iii) received charitable contributions from the company in an amount or amounts which, in the aggregate in such fiscal year, exceeded the greater of $200,000 or 2% of the recipient’s consolidated gross revenues for that year (for purposes of this standard, “payments” excludes payments arising solely from investments in the company’s securities and payments under non-discretionary charitable contribution matching programs); or 4.Within the current or preceding three fiscal years a family member of the director was, and remains at the time of the determination, a partner in or a controlling shareholder or an executive officer of an organization that in the current year or any of the past three fiscal years (i) made payments to, or received payments from, the company for property or services, (ii) extended loans to or received loans from the company, or (iii) received charitable contributions from the company in an amount or amounts which, in the aggregate in such fiscal year, exceeded the greater of $200,000 or 2% of the recipient’s consolidated gross revenues for that year (for purposes of this standard, “payments” excludes payments arising solely from investments in the company’s securities and payments under non-discretionary charitable contribution matching programs). B.In no event will a director be considered independent if, within the preceding three years: 1.He or she was employed by the company (except in the capacity of interim chairman of the board, chief executive officer or other executive officer, provided the interim employment did not last longer than one year); 2.He or she received more than $120,000 during any twelve-month period in compensation from the company (other than (i) compensation for board or board committee service, (ii) compensation received for former service lasting no longer than one year as an interim chairman of the board, chief executive officer or other executive officer and (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation); 3.A family member of the director was employed as an executive officer by the company; 4.A family member of the director received more than $120,000 during any twelve-month period in compensation from the company (excluding compensation as a non-executive officer employee of the company); 5.He or she was (but is no longer) a partner or employee of the company’s independent auditors and worked on the company’s audit within that time; 6.A family member of the director was (but is no longer) a partner or employee of the company’s independent auditors and worked on the company’s audit within that time; 7.He or she was an executive officer of another entity at which any of the company’s current executive officers at any time during the past three years served on that entity’s compensation committee; or 8.A family member of the director was an executive officer of another entity at which any of the company’s current executive officers at any time during the past three years served on that entity’s compensation committee.

  11. Election of directors

    C.No member of the audit committee may accept directly or indirectly any consulting, advisory or other compensatory fee from the company, other than in his or her capacity as a member of the board or any board committee. Compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the company (provided that such compensation is not contingent in any way on continued service). In addition, no member of the audit committee may be an affiliated person of the company except in his or her capacity as a director. D.With respect to service on the compensation committee, the board will consider all factors that it deems relevant to determining whether a director has a relationship to the company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including but not limited to: 1.The source of compensation of the director, including any consulting, advisory or compensatory fee paid by the company to the director; and 2.Whether the director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company. E.For any other relationship, the determination of whether it would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities, and consequently whether the director involved is independent, will be made by directors who satisfy the independence criteria set forth in this section. For purposes of these independence determinations, “company” and “family member” will have the same meaning as under Nasdaq rules.

  12. Director compensation

    Director compensation The GSR committee has responsibility for reviewing and making recommendations to the board on compensation for non-employee directors, with the board making the final determination. The committee has no authority to delegate its responsibility regarding director compensation. In carrying out this responsibility, it is supported by TI’s Human Resources organization. The CEO, the senior vice president responsible for Human Resources and the Secretary review the recommendations made to the committee. The CEO also votes, as a member of the board, on the compensation of non-employee directors. The compensation arrangements in 2023 for the non-employee directors were: •Annual retainer of $110,000 for board and committee service. •Additional annual retainer of $40,000 for service as the lead director. •Additional annual retainer of $35,000 for service as chair of the audit committee; $25,000 for service as chair of the compensation committee; and $20,000 for service as chair of the GSR committee. •Annual grant of a 10-year option to purchase TI common stock pursuant to the terms of the Texas Instruments 2018 Director Compensation Plan (Director Plan), which was approved by stockholders in April 2018. The grant date value is approximately $100,000, determined using a Black-Scholes option-pricing model (subject to the board’s ability to adjust the grant downward). These non-qualified options become exercisable in four equal annual installments beginning on the first anniversary of the grant and also will become fully exercisable in the event of termination of service following a change in control (as defined in the Director Plan) of TI. If a director’s service terminates due to death, disability or ineligibility to stand for re-election under the company’s by-laws, or after the director has completed eight years of service, then all outstanding options held by the director shall continue to become exercisable in accordance with their terms. If a director’s service terminates for any other reason, all outstanding options held by the director shall be exercisable for 30 days after the date of termination, but only to the extent such options were exercisable on the date of termination. •Annual grant of restricted stock units pursuant to the Director Plan with a grant date value of $100,000 (subject to the board’s ability to adjust the grant downward). The restricted stock units vest on the fourth anniversary of their date of grant and upon a change in control as defined in the Director Plan. If a director is not a member of the board on the fourth anniversary of the grant, restricted stock units will nonetheless settle (i.e., the shares will issue) on such anniversary date if the director has completed eight years of service prior to termination or the director’s termination was due to death, disability or ineligibility to stand for re-election under the company’s by-laws. The director may defer settlement of the restricted stock units at his or her election. Upon settlement, the director will receive one share of TI common stock for each restricted stock unit. Dividend equivalents are paid on the restricted stock units at the same rate as dividends on TI common stock. The director may defer receipt of dividend equivalents. •$1,000 per day compensation for other activities designated by the chairman. •A one-time grant of restricted stock units with a grant date value of approximately $200,000 upon a director’s initial election to the board. The board has determined that annual grants of equity compensation to non-employee directors will be timed to occur in January when grants are made to our U.S. employees in connection with the annual compensation review process. See “Process for equity grants” for a discussion regarding the timing of equity compensation grants. It is against TI policy for any employee, including an executive officer, or director to engage in trading in “puts” (options to sell at a fixed price), “calls” (similar options to buy) or other options or hedging techniques on TI stock specifically designed to limit losses on TI stock or equity compensation held by the employee or director. It is also against TI policy for directors and executive officers to pledge TI stock. Directors are not paid a fee for meeting attendance, but we reimburse non-employee directors for their travel, lodging and related expenses incurred in connection with attending board, committee and stockholders meetings and other designated events. In addition, non-employee directors may travel on company aircraft to and from these meetings and other designated events. Under the Director Plan, some directors have chosen to defer all or part of their cash compensation. These deferred amounts are credited to either a cash account or stock unit account. Cash accounts earn interest from TI at a rate currently based on Moody’s Seasoned Aaa Corporate Bonds. For 2023, that rate was 4.91%. Stock unit accounts fluctuate in value with the underlying shares of TI common stock, which will be issued after the deferral period. Dividend equivalents are paid on these stock units. Directors may also defer settlement of the restricted stock units they receive. We have arrangements with certain customers whereby our employees may purchase consumer products containing TI components at discounted pricing. In addition, the TI Foundation has a matching gift program. In both cases, directors are entitled to participate on the same terms and conditions available to employees. Non-employee directors are not eligible to participate in any TI-sponsored pension plan. 2023 director compensation The following table shows the compensation of all persons who were non-employee members of the board during 2023 for services in all capacities to TI in 2023.

  13. Director compensation

    | Name (1) | Fees Earned or Paid in Cash (4) | Stock Awards (5) | Option Awards (6) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-qualified Deferred Compensation Earnings (7) | All Other Compensation (8) | Total | | Mark A. Blinn | $110,000 | $99,933 | $99,985 | — | — | $3,040 | $312,958 | | Todd M. Bluedorn | $123,333 | $99,933 | $99,985 | — | — | $20,040 | $343,291 | | Janet F. Clark | $145,000 | $99,933 | $99,985 | — | — | $30,040 | $374,958 | | Carrie S. Cox | $110,000 | $99,933 | $99,985 | — | $12,311 | $25,040 | $347,269 | | Martin S. Craighead | $126,667 | $99,933 | $99,985 | — | — | $25,040 | $351,625 | | Curtis C. Farmer (2) | $82,500 | $199,998 | — | — | — | $40 | $282,538 | | Jean M. Hobby | $110,000 | $99,933 | $99,985 | — | — | $40 | $309,958 | | Michael D. Hsu (3) | $36,667 | $99,933 | $99,985 | — | — | $40 | $236,625 | | Ronald Kirk | $116,667 | $99,933 | $99,985 | — | — | $40 | $316,625 | | Pamela H. Patsley | $158,333 | $99,933 | $99,985 | — | — | $30,040 | $388,291 | | Robert E. Sanchez | $110,000 | $99,933 | $99,985 | — | — | $30,040 | $339,958 |

  14. Director compensation

    (1)Dr. DesRoches was elected to the board effective March 1, 2024, and accordingly received no compensation for services as a TI director in 2023. (2)Mr. Farmer was elected to the board effective April 1, 2023. (3)Mr. Hsu served on the board until April 27, 2023. Upon his departure, the equity awards granted in 2023 were forfeited. (4)Includes amounts deferred at the director’s election. (5)Shown is the aggregate grant date fair value of restricted stock units granted in 2023 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification™ Topic 718, Compensation-Stock Compensation (ASC 718). The assumptions used for purposes of calculating the grant date fair value are described in Note 3 to the financial statements contained in Item 8 (“Note 3 to the 2023 financial statements”) in TI’s annual report on Form 10-K for the year ended December 31, 2023. Each restricted stock unit represents the right to receive one share of TI common stock. For restricted stock units granted prior to 2007, shares are issued at the time of mandatory retirement from the board (age 75) or upon the earlier of termination of service from the board after completing eight years of service or death or disability. For information regarding share issuances under restricted stock units granted after 2006, see the discussion on page 50. The table below shows the aggregate number of shares underlying outstanding restricted stock units held by the named individuals as of December 31, 2023.

  15. Director compensation

    | Name | RSUs (Shares) | | Mark A. Blinn | 11,773 | | Todd M. Bluedorn | 2,502 | | Janet F. Clark | 9,516 | | Carrie S. Cox | 32,662 | | Martin S. Craighead | 2,502 | | Curtis C. Farmer | 1,086 | | Jean M. Hobby | 2,502 | | Michael D. Hsu | — | | Ronald Kirk | 2,502 | | Pamela H. Patsley | 4,502 | | Robert E. Sanchez | 9,369 |

  16. Director compensation

    (6)Shown is the aggregate grant date fair value of options granted in 2023 calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of calculating the grant date fair value appears in Note 3 to the 2023 financial statements. The terms of these options are as set forth on page 25. The table below shows the aggregate number of shares underlying outstanding stock options held by the named individuals as of December 31, 2023.

  17. Director compensation

    | Name | Options (Shares) | | Mark A. Blinn | 8,106 | | Todd M. Bluedorn | 19,877 | | Janet F. Clark | 25,942 | | Carrie. S. Cox | 19,877 | | Martin S. Craighead | 15,571 | | Curtis C. Farmer | — | | Jean M. Hobby | 25,942 | | Michael D. Hsu | — | | Ronald Kirk | 46,471 | | Pamela H. Patsley | 35,932 | | Robert E. Sanchez | 46,471 |

  18. Director compensation

    (7)SEC rules require the disclosure of earnings on deferred compensation to the extent that the interest rate exceeds a specified rate (Federal Rate), which is 120% of the applicable federal long-term interest rate with compounding. Under the terms of the Director Plan, deferred compensation cash amounts earn interest at a rate based on Moody’s Seasoned Aaa Corporate Bonds. For 2023, this interest rate exceeded the Federal Rate by 1.20 percentage points. Shown is the amount of interest earned on the directors’ deferred compensation accounts that was in excess of the Federal Rate. (8)Consists of (i) the annual cost ($40 per director) of premiums for travel and accident insurance policies and (ii) contributions under the TI Foundation matching gift program of $3,000 for Mr. Blinn, $20,000 for Mr. Bluedorn, $30,000 for Ms. Clark, $25,000 for Ms. Cox, $25,000 for Mr. Craighead, $30,000 for Ms. Patsley and $30,000 for Mr. Sanchez.

  19. Compensation discussion and analysis

    | Performance Bonus | | | Purpose | To motivate executives and reward them according to the company’s relative and absolute performance and the executive’s individual performance. | | Strategy | Determined primarily on the basis of one-year and three-year company performance on certain measures (revenue growth percent, operating profit margin and total shareholder return1) as compared with peer companies and on our strategic progress. These factors have been chosen to reflect our near-term financial performance as well as our progress in building long-term shareholder value. The committee aims to pay total cash compensation (base salary, profit sharing and bonus) appropriately above median if company performance is above that of peer companies, and pay total cash compensation appropriately below the median if company performance is below peer companies. The committee does not rely on formulas or performance targets or thresholds. Instead, it uses its judgment based on its assessment of the factors described above. | | Terms | Determined by the committee and paid in a single payment after the performance year. |

  20. Compensation discussion and analysis

    | Stock Options and Restricted Stock Units | | | Purpose | Alignment with shareholders; long-term focus; balance retention, particularly with respect to restricted stock units, and performance, particularly with respect to stock options which only have value when the value of the company increases (as measured by stock price). | | Strategy | We grant a combination of non-qualified stock options and restricted stock units, generally targeted at the median level of equity compensation awarded to executives in similar positions within the Comparator Group. The committee does not rely on formulas or performance targets or thresholds. Restricted stock units have a four-year cliff vest schedule in order to support retention of our executives. Stock options, which only have value when the value of the company increases (as measured by stock price), enhance the performance-orientation of our executive compensation program. Both of these equity awards align with shareholder interests to drive the long-term performance of the company. | | Terms | The terms and conditions of stock options and restricted stock units are summarized under “Outstanding equity awards at fiscal year-end 2023.” The committee’s grant procedures are described under “Process for equity grants.” |

  21. Compensation discussion and analysis

    Comparator group The compensation committee considers the market level of compensation when setting the salary, bonuses and equity compensation of the executive officers. To estimate the market level of pay, the committee uses information provided by its compensation consultant and TI’s Compensation and Benefits organization about compensation paid to executives in similar positions at a peer group of companies (the “Comparator Group”). The committee sets the Comparator Group and reviews it annually. In general, the Comparator Group companies (i) are U.S.-based, (ii) engage in the semiconductor business, other electronics or information technology activities or use sophisticated manufacturing processes, (iii) have executive positions comparable in complexity to those of TI and (iv) use forms of executive compensation comparable to TI’s. Shown in the table below is the Comparator Group used for the compensation decisions for 2023.

  22. Compensation discussion and analysis

    The committee set the Comparator Group in July 2022 for the base salary and equity compensation decisions it made in 2023. For a discussion of the factors considered by the committee in setting the Comparator Group in July 2022, please see “Comparator group” on page 29 of the company’s 2023 proxy statement. In July 2023, the committee conducted its regular review of the Comparator Group in terms of industry, revenue and market capitalization. With the advice of its compensation consultant, the committee decided to make no changes to the group. Accordingly, the committee used the same Comparator Group for the bonus decisions in January 2024 relating to 2023 performance. The table below compares the Comparator Group to TI in terms of revenue and market capitalization.

  23. Compensation discussion and analysis

    | Officer | Year | Grant Date Fair Value * | Stock Options (Shares) | | Restricted Stock Units (Shares) | | | Haviv Ilan | 2023 | $12,000,009 | | 129,560 | | 34,463 | | | 2022 | $9,000,162 | | 113,054 | | 25,743 | | | 2021 | $7,000,036 | | 85,996 | | 20,682 | | Richard K. Templeton | 2023 | $17,500,109 | | 188,942 | | 50,259 | | | 2022 | $15,000,082 | | 188,423 | | 42,904 | | | 2021 | $13,000,129 | | 159,706 | | 38,410 | | Rafael R. Lizardi | 2023 | $4,800,144 | | 51,824 | | 13,786 | | | 2022 | $3,800,025 | | 47,734 | | 10,869 | | | 2021 | $3,300,173 | | 40,541 | | 9,751 | | Hagop H. Kozanian | 2023 | $5,100,044 | | 55,063 | | 14,647 | | | 2022 | $4,400,179 | | 55,271 | | 12,586 | | | 2021 | $3,800,144 | | 46,684 | | 11,228 | | Kyle M. Flessner | 2023 | $4,900,125 | | 52,904 | | 14,073 | | | 2022 | $4,200,199 | | 52,759 | | 12,014 | | | 2021 | $3,600,131 | | 44,227 | | 10,637 | | Amichai Ron | 2023 | $4,800,144 | | 51,824 | | 13,786 |

  24. Compensation discussion and analysis

    *See Notes 2 and 3 to the summary compensation table for information on how grant date fair value was calculated. In January 2023, the committee awarded equity compensation to each of the named executive officers listed above. The committee’s general objective was to award to those officers equity compensation that had a grant date fair value at approximately the median market level of the most recently disclosed equity compensation granted by the Comparator Group. In assessing the market level, the committee considered information presented by TI’s Compensation and Benefits organization (prepared using data provided by the committee’s compensation consultant) on the estimated value of the awards expected to be granted to similarly situated executives (considering job scope and tenure) of companies within the Comparator Group. Recognizing an increase in equity values among the Comparator Group in 2022, the compensation committee approved an increase in the equity values granted to TI executives in January 2023. The award value was estimated using the same methodology used for financial accounting. For each officer, the committee set the desired grant value. The committee decided to allocate the value equally between restricted stock units and options for each officer, to give equal emphasis to promoting retention and performance, motivating the executive and aligning long-term interests with those of shareholders. Restricted stock units have a four-year cliff vest schedule in order to support retention of our executives. Stock options, which only have value when the value of the company increases (as measured by stock price), enhance the performance-orientation of our executive compensation program. Both of these equity awards align with shareholder interests to drive the long-term performance of the company. Before approving the grants, the committee reviewed the amount of unvested equity compensation held by the officers to assess its retention value. In making this assessment, the committee used its judgment and did not apply any formula, threshold or maximum. This review did not result in an increase or decrease of the awards. The exercise price of the options was the closing price of TI stock on January 26, 2023, the second trading day after TI released its annual and fourth-quarter financial results for 2022. All grants were made under the Texas Instruments 2009 Long-Term Incentive Plan, which shareholders approved in April 2009 and amended in 2016. All grants have the terms described under “Outstanding equity awards at fiscal year-end 2023.” The differences in the equity awards between the named executive officers were primarily the result of differences in the applicable estimated market level of equity compensation for their positions, and not the application of any formula designed to maintain differentials between the officers. Bonus In January 2024, the committee set the 2023 bonus compensation for executive officers based on its assessment of 2023 performance. In setting the bonuses, the committee used the following performance measures to assess the company: •The relative one-year and three-year performance of TI as compared with Semiconductor Peers, as measured by ◦revenue growth, ◦operating profit margin, ◦total shareholder return, and •The absolute one-year and three-year performance of TI on the above measures. •In addition, the committee considered strategic progress by reviewing company and strategic positioning (including ESG), operating performance, and revenue growth, including TI competitiveness in key markets with core products and technologies, and the strength of relationships with customers. The committee has consistently utilized these measures and believes its holistic approach to evaluation gives it the insight to most effectively and critically judge results and encourages executives to pursue strategies that serve the long-term interests of the company and its shareholders. In the comparison of relative performance, the committee used the following companies (the “Semiconductor Peers”):

  25. Compensation discussion and analysis

    * CAGR (compound annual growth rate) is calculated using the formula (Ending Value/ Beginning Value)1/number of years minus 1. ** One-year and three-year TSR percentages are obtained from a report generated using a subscription service to Equilar, an executive compensation and corporate governance data firm. Before setting the bonuses for the named executive officers, the committee considered the officers’ individual performance. The performance of both individuals serving as CEO in 2023 was judged according to the performance of the company. For the other officers, the committee considered the factors described below in assessing individual performance. In making this assessment, the committee did not apply any formula or performance targets. Mr. Ilan served as COO until transitioning to CEO, effective April 1, 2023. The committee determined Mr. Ilan’s bonus by assessing the competitive market range of bonuses for similarly situated CEOs in the Comparator Group, pro-rated for time served as CEO and reduced by 10% to reflect the company’s 2023 relative performance result. Mr. Templeton served as CEO until transitioning to chairman of the board, effective April 1, 2023. The committee noted Mr. Templeton’s contributions in first quarter 2023 as CEO, followed by his continuing contributions to the company’s strategic progress in his role as chairman of the board. Mr. Lizardi is the chief financial officer. The committee noted the financial management of the company. Mr. Kozanian is responsible for our analog signal chain product line within our analog business. The committee noted the financial performance and strategic position of this product line. Mr. Flessner was responsible for our semiconductor technology and manufacturing operations. The committee noted the performance of those operations, including their cost-competitiveness and inventory management. Mr. Ron is responsible for the company’s embedded processing business. The committee noted the financial performance and strategic position of the operations and product lines for which he was responsible. The bonuses awarded for 2023 performance are shown in the table below. The differences in the amounts awarded to the named executive officers were primarily the result of differences in the officers’ level of responsibility and related performance and the applicable market level of total cash compensation expected to be paid to similarly situated officers at companies within the Comparator Group.

  26. Compensation discussion and analysis

    | Officer | 2023 Bonus | 2022 Bonus | | Haviv Ilan | $2,500,000 | $2,070,000 | | Richard K. Templeton | $2,000,000 | $4,550,000 | | Rafael R. Lizardi | $1,090,000 | $1,210,000 | | Hagop H. Kozanian | $1,315,000 | $1,460,000 | | Kyle M. Flessner | $1,315,000 | $1,460,000 | | Amichai Ron | $1,210,000 | n/a (1) |

  27. Compensation discussion and analysis

    | Officer | Year | Salary (Annual Rate) | Profit Sharing | Bonus | Equity Compensation (Grant Date Fair Value) | Total | | Haviv Ilan | 2023 | $1,150,000 | $219,917 | $2,500,000 | $12,000,009 | $15,869,926 | | | 2022 | $915,000 | $182,417 | $2,070,000 | $9,000,162 | $12,167,579 | | | 2021 | $880,000 | $175,500 | $1,875,000 | $7,000,036 | $9,930,536 | | Richard K. Templeton | 2023 | $600,000 | $161,750 | $2,000,000 | $17,500,109 | $20,261,859 | | | 2022 | $1,435,000 | $286,083 | $4,550,000 | $15,000,082 | $21,271,165 | | | 2021 | $1,380,000 | $275,333 | $4,125,000 | $13,000,129 | $18,780,462 | | Rafael R. Lizardi | 2023 | $810,000 | $161,333 | $1,090,000 | $4,800,144 | $6,861,477 | | | 2022 | $770,000 | $153,500 | $1,210,000 | $3,800,025 | $5,933,525 | | | 2021 | $740,000 | $147,333 | $1,100,000 | $3,300,173 | $5,287,506 | | Hagop H. Kozanian | 2023 | $770,000 | $153,333 | $1,315,000 | $5,100,044 | $7,338,377 | | | 2022 | $730,000 | $145,167 | $1,460,000 | $4,400,179 | $6,735,346 | | | 2021 | $680,000 | $134,667 | $1,393,000* | $3,800,144 | $6,007,811 | | Kyle M. Flessner | 2023 | $770,000 | $153,333 | $1,315,000 | $4,900,125 | $7,138,458 | | | 2022 | $730,000 | $145,500 | $1,460,000 | $4,200,199 | $6,535,699 | | | 2021 | $700,000 | $139,333 | $1,395,000* | $3,600,131 | $5,834,464 | | Amichai Ron | 2023 | $740,000 | $147,333 | $1,210,000 | $4,800,144 | $6,897,477 |

  28. Compensation discussion and analysis

    * Consists of performance bonus awarded for 2021 in the amount of $1,325,000 for Mr. Kozanian and $1,325,000 for Mr. Flessner, and a one-time cash bonus of $68,000 for Mr. Kozanian and $70,000 for Mr. Flessner for extraordinary effort managing issues related to the semiconductor supply shortage. This table shows the annual rate of base salary for each named executive officer. In the summary compensation table, the “Salary” column shows the actual salary paid in the year. Please see Notes 2 and 3 to the summary compensation table for information about how grant date fair value was calculated. The “Total” for all named executive officers for 2023 was higher than 2022 primarily due to higher equity awards in January 2023, reflecting an effort to align with the projected market range for similarly situated executives in our Comparator Group. The compensation decisions shown above resulted in the following 2023 compensation mix for the named executive officers: * Average data for Messrs. Ilan and Templeton ** Average data for the named executive officers other than Messrs. Ilan and Templeton Equity dilution The compensation committee’s goal is to keep net annual dilution from equity compensation under 2%. “Net annual dilution” means the number of shares under equity awards granted by the committee each year to all employees (net of award forfeitures) as a percentage of the shares of the company’s outstanding common stock. Equity awards granted in 2023 resulted in 0.5% net annual dilution. Process for equity grants The compensation committee makes grant decisions for equity compensation at its January meeting each year. The dates on which these meetings occur are generally set three years in advance. The January meetings of the board and the committee generally occur in the week or two before we announce our financial results for the previous quarter and year. On occasion, the committee may grant stock options or restricted stock units to executives at times other than January. For example, it has done so in connection with job promotions and for purposes of retention. We do not backdate stock options or restricted stock units. We do not accelerate or delay the release of information due to plans for making equity grants. If the committee meeting falls in the same month as the release of the company’s financial results, the committee’s general practice is to make grants effective on the later to occur of (i) the second trading day after the results have been released or other information has been publicly disclosed or (ii) the meeting day. In other months, its practice is to make them effective on the day of committee action. The exercise price of stock options is the closing price of TI stock on the effective date of the grant. Recoupment policy The company has a policy concerning recoupment (“clawback”) of executive compensation in accordance with the regulations mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the policy, in the event the company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, the committee shall seek to recover incentive-based compensation received by any executive officer during the three fiscal years immediately preceding the date that such a restatement is required in excess of the amount of incentive-based compensation that otherwise would have been received by the executive officer had such compensation been determined based on the restated financial results. In addition, the committee may determine whether and to what extent additional recoupment of any executive compensation is appropriate, including with respect to fraud or willful misconduct. Most recent stockholder advisory vote on executive compensation In April 2023, our shareholders cast an advisory vote on the company’s executive compensation decisions and policies as disclosed in the proxy statement issued by the company in March 2023. Approximately 84% of the shares voted on the matter were cast in support of the compensation decisions and policies as disclosed. The committee considered this result and determined that it was not necessary at this time to make any material changes to the company’s compensation policies and practices in response to the advisory vote. Benefits Retirement plans The executive officers participate in our retirement plans under the same rules that apply to other U.S. employees. We maintain these plans to have a competitive benefits program and for retention. We have a U.S. qualified defined benefit pension plan that was closed to new participants in 1997. Then-current participants were given the choice to continue participating in the plan, or to have their plan benefits frozen (i.e., no benefit increase attributable to years of service or change in eligible earnings) and begin participating in an enhanced defined contribution plan. Messrs. Templeton and Flessner chose to have their benefits frozen. The other named executive officers joined the company after 1997 and are not eligible to participate in the defined benefit plan. The Internal Revenue Code (IRC) imposes certain limits on the retirement benefits that may be provided under a qualified plan. To maintain the desired level of benefits, we have non-qualified defined benefit pension plans for participants in the qualified pension plan. Under the non-qualified plans, participants receive benefits that would ordinarily be paid under the qualified pension plan but for the limitations under the IRC. For additional information about the defined benefit plans, please see “2023 pension benefits.” In general, if an employee who participates in the pension plan (including an employee whose benefits are frozen as described above) dies after having met the requirements for normal or early retirement, his or her beneficiary will receive a benefit equal to the lump-sum amount that the participant would have received if he or she had retired before death. Having already reached the age of 55 and at least 20 years of employment, Mr. Templeton is eligible for early retirement under the pension plans. All employees who are not accruing benefits in the qualified pension plan are eligible to participate in a defined contribution plan that provides employer matching contributions. All named executive officers participate. This plan provides for (i) a fixed employer contribution plus an employer matching contribution for employees hired on or before December 31, 2003, or (ii) an employer matching contribution for employees hired after December 31, 2003. The committee considers the potential effect on the executives’ retirement benefits when it sets salary and performance bonus levels. Deferred compensation Any U.S. employee whose base salary and management responsibility exceed a certain level may defer the receipt of a portion of his or her salary, bonus and profit sharing. Rules of the U.S. Department of Labor require that this plan be limited to a select group of management or highly compensated employees. The plan allows employees to defer the receipt of their compensation in a tax-efficient manner. Eligible employees include, but are not limited to, the executive officers. We have the plan to be competitive with the benefits packages offered by other companies.

  29. Compensation discussion and analysis

    The executive officers’ deferred compensation account balances are unsecured, and all amounts remain part of the company’s operating assets. The value of the deferred amounts tracks the performance of investment alternatives selected by the participant. These alternatives are identical to those offered to participants in the defined contribution plans described above. The company does not guarantee any minimum return on the amounts deferred. In accordance with SEC rules, no earnings on deferred compensation are shown in the summary compensation table for 2023 because no “above market” rates were earned on deferred amounts in that year. Employee stock purchase plan We have an employee stock purchase plan. Under the plan, which our shareholders approved, all employees in the U.S. and certain other countries may purchase a limited number of shares of the company’s common stock at a 15% discount. The plan is designed to offer the broad-based employee population an opportunity to acquire an equity interest in the company and thereby align their interests with those of shareholders. Consistent with our general approach to benefit programs, executive officers are also eligible to participate. Health-related benefits Executive officers are eligible under the same plans as all other U.S. employees for medical, dental, vision, disability and life insurance. These benefits are intended to be competitive with benefits offered in the semiconductor industry. Other benefits Executive officers receive only a few benefits that are not available to all other U.S. employees. They are eligible for a company-paid physical and financial counseling. In addition, the board of directors has determined that for security reasons, it is in the company’s interest to allow Mr. Ilan, at his option, to use company aircraft for personal air travel. Please see Note 6 to the summary compensation table for 2023 and “Potential payments upon termination or change in control – Termination – Perquisites” for further details. The company provides no tax gross-ups for perquisites to any of the executive officers. Compensation following employment termination or change in control None of the executive officers has an employment contract. Executive officers are eligible for benefits on the same terms as other U.S. employees upon termination of employment or a change in control of the company. The current programs are described under “Potential payments upon termination or change in control.” None of the few additional benefits that the executive officers receive continue after termination of employment, except that financial counseling is provided for a transition period following retirement. The committee reviews the potential impact of these programs before finalizing the annual compensation for the named executive officers. The committee did not raise or lower compensation for 2023 based on this review. The Texas Instruments 2009 Long-Term Incentive Plan generally establishes double-trigger change in control terms. Under those terms, options become fully exercisable and shares are issued under restricted stock unit awards (to the extent permitted by Section 409A of the IRC) if the grantee is involuntarily terminated within 24 months after a change in control of TI. These terms are intended to encourage employees to remain with the company through a transaction while reducing employee uncertainty and distraction in the period leading up to any such event. Stock ownership guidelines and policy against hedging Our board of directors has established stock ownership guidelines for executive officers. The guideline for the CEO is six times base salary, and the guideline for other executive officers is three times base salary. Executive officers have five years from their election as executive officers to reach these targets. Directly owned shares and restricted stock units count toward satisfying the guidelines. Short sales of TI stock by our executive officers are prohibited. It is against TI policy for any employee, including an executive officer, to engage in trading in “puts” (options to sell at a fixed price), “calls” (similar options to buy), or other options or hedging techniques on TI stock. Consideration of tax and accounting treatment of compensation Current tax law limits the tax deductibility of annual compensation paid to any publicly held corporation’s “covered employees,” which includes all of our named executive officers. The compensation committee considers the impact of this deductibility limit as one factor in its determination of compensation. When setting equity compensation, the committee considers the cost for financial reporting purposes of equity compensation it intends to grant. Its consideration of the cost of grants made in 2023 is discussed under “Analysis of compensation determinations – Equity compensation.”

  30. 2023 compensation tables

    | Name and Principal Position (1) | Year | Salary | Bonus | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings (5) | All Other Compensation (6) | Total | | Haviv Ilan | 2023 | $1,099,583 | $2,500,000 | $6,000,008 | $6,000,001 | $219,917 | — | $379,528 | $16,199,037 | | Director, President & | 2022 | $912,083 | $2,070,000 | $4,500,134 | $4,500,028 | $182,417 | — | $127,334 | $12,291,996 | | Chief Executive Officer | 2021 | $877,500 | $1,875,000 | $3,500,015 | $3,500,021 | $175,500 | — | $100,282 | $10,028,318 | | Richard K. Templeton | 2023 | $808,750 | $2,000,000 | $8,750,092 | $8,750,017 | $161,750 | — | $421,709 | $20,892,318 | | Chairman and Former | 2022 | $1,430,417 | $4,550,000 | $7,500,048 | $7,500,034 | $286,083 | — | $363,004 | $21,629,586 | | Chief Executive Officer | 2021 | $1,376,667 | $4,125,000 | $6,500,124 | $6,500,005 | $275,333 | — | $418,282 | $19,195,411 | | Rafael R. Lizardi | 2023 | $806,667 | $1,090,000 | $2,400,143 | $2,400,001 | $161,333 | — | $136,074 | $6,994,218 | | Senior Vice President & | 2022 | $767,500 | $1,210,000 | $1,900,010 | $1,900,015 | $153,500 | — | $124,280 | $6,055,305 | | Chief Financial Officer | 2021 | $736,667 | $1,100,000 | $1,650,162 | $1,650,011 | $147,333 | — | $112,797 | $5,396,970 | | Hagop H. Kozanian | 2023 | $766,667 | $1,315,000 | $2,550,043 | $2,550,001 | $153,333 | — | $89,216 | $7,424,260 | | Senior Vice President | 2022 | $725,833 | $1,460,000 | $2,200,159 | $2,200,020 | $145,167 | — | $86,047 | $6,817,226 | | | 2021 | $673,333 | $1,393,000 | $1,900,114 | $1,900,030 | $134,667 | — | $216,790 | $6,217,934 | | Kyle M. Flessner | 2023 | $766,667 | $1,315,000 | $2,450,109 | $2,450,016 | $153,333 | $1,223 | $127,903 | $7,264,251 | | Senior Vice President | 2022 | $727,500 | $1,460,000 | $2,100,167 | $2,100,032 | $145,500 | — | $139,176 | $6,672,375 | | | 2021 | $696,667 | $1,395,000 | $1,800,100 | $1,800,031 | $139,333 | — | $138,892 | $5,970,023 | | Amichai Ron | 2023 | $736,667 | $1,210,000 | $2,400,143 | $2,400,001 | $147,333 | — | $82,075 | $6,976,219 | | Senior Vice President | | | | | | | | | |

  31. 2023 compensation tables

    (1)Mr. Templeton was the company’s president and chief executive officer through March 31, 2023, and chairman for all of 2023. Mr. Ilan became the company’s president and chief executive officer on April 1, 2023. (2)Shown is the aggregate grant date fair value of restricted stock unit (RSU) awards calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2023 appears in Note 3 to the 2023 financial statements. For a description of the grant terms, see the discussion following the outstanding equity awards at fiscal year-end 2023 table. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2022 and 2021 appears in Note 3 to the financial statements in TI’s annual report on Form 10-K for the year ended December 31, 2022 (2022 financial statements), and the financial statements in TI’s annual report on Form 10-K for the year ended December 31, 2021 (2021 financial statements). (3)Shown is the aggregate grant date fair value of options calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of the valuation of options granted in 2023 appears in Note 3 to the 2023 financial statements. For a description of the grant terms, see the discussion following the outstanding equity awards at fiscal year-end 2023 table. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2022 and 2021 appears in Note 3 to the 2022 and 2021 financial statements. (4)Consists of the profit sharing amount paid to each of the named executive officers for 2023. (5)The company does not pay above-market earnings on deferred compensation. Therefore, no amounts are reported in this column for deferred compensation. The amounts in this column represent the change in the actuarial value of the named executive officers’ benefits under the qualified defined benefit pension plan (TI Employees Pension Plan) and the non-qualified defined benefit pension plans (TI Employees Non-Qualified Pension Plan and TI Employees Non-Qualified Pension Plan II) from December 31, 2022, through December 31, 2023. This “change in the actuarial value” is the difference between the 2022 and 2023 present value of the pension benefit accumulated as of year-end by the named executive officer, assuming that benefit is not paid until age 65. Mr. Templeton’s and Mr. Flessner’s benefits under the company’s pension plans were frozen as of December 31, 1997. Messrs. Lizardi, Ilan, Kozanian and Ron do not participate in any of the company’s defined benefit pension plans. (6)Consists of (i) the amounts in the table below, which result from programs available to all eligible U.S. employees, and (ii) perquisites and personal benefits that meet the disclosure thresholds established by the SEC and are detailed in the paragraph below.

  32. 2023 compensation tables

    | Name | 401(k) Contribution | Defined Contribution Retirement Plan (a) | | Haviv Ilan | $13,200 | $100,828 | | Richard K. Templeton | $13,200 | $316,155 | | Rafael R. Lizardi | $13,200 | $102,959 | | Hagop H. Kozanian | $13,200 | $59,180 | | Kyle M. Flessner | $13,200 | $114,703 | | Amichai Ron | $13,200 | $68,875 |

  33. 2023 compensation tables

    (a)Consists of (i) contributions under the company’s enhanced defined contribution retirement plan of $6,600 for Messrs. Templeton, Lizardi and Flessner and (ii) an additional amount of $309,555 for Mr. Templeton, $96,359 for Mr. Lizardi, $100,828 for Mr. Ilan, $59,180 for Mr. Kozanian, $108,103 for Mr. Flessner and $68,875 for Mr. Ron, applied by TI to offset IRC limitations on amounts that could be contributed to the enhanced defined contribution retirement plan, which amount is also shown in the 2023 non-qualified deferred compensation table. The perquisites and personal benefits for 2023 are $92,354 for Mr. Templeton, consisting of financial counseling, an executive physical, payment of a regulatory filing fee ($30,000), the taxable value of a gift from the company and personal use of company aircraft ($39,638), $19,915 for Mr. Lizardi, consisting of financial counseling and an executive physical, $265,500 for Mr. Ilan, consisting of financial counseling, the taxable value of a gift from the company, an executive physical and personal use of company aircraft ($246,380), and $16,836 for Mr. Kozanian, consisting of financial counseling and an executive physical. Financial counseling and an executive physical were made available to the other named executive officers, but the amounts attributable to those officers were below the disclosure thresholds. The aggregate incremental cost to the company for personal use of the company aircraft is calculated using a method that takes into account the cost of fuel, trip-related maintenance and crew travel expenses, as well as other variable costs. Because the aircraft is used primarily for business travel, the calculation does not include fixed costs. Grants of plan-based awards in 2023 The following table shows the grants of plan-based awards to the named executive officers in 2023.

  34. 2023 compensation tables

    | Name | Grant Date | Date of Committee Action | All Other Stock Awards: Number of Shares of Stock or Units (2) | | All Other Option Awards: Number of Securities Underlying Options (3) | | Exercise or Base Price of Option Awards ($/Sh) (4) | Grant Date Fair Value of Stock and Option Awards (5) | | Haviv Ilan | 1/26/2023(1) | 1/19/2023 | | | | 129,560 | $174.10 | $6,000,001 | | | 1/26/2023(1) | 1/19/2023 | | 34,463 | | | | $6,000,008 | | Richard K. Templeton | 1/26/2023(1) | 1/19/2023 | | | | 188,942 | $174.10 | $8,750,017 | | | 1/26/2023(1) | 1/19/2023 | | 50,259 | | | | $8,750,092 | | Rafael R. Lizardi | 1/26/2023(1) | 1/19/2023 | | | | 51,824 | $174.10 | $2,400,001 | | | 1/26/2023(1) | 1/19/2023 | | 13,786 | | | | $2,400,143 | | Hagop H. Kozanian | 1/26/2023(1) | 1/19/2023 | | | | 55,063 | $174.10 | $2,550,001 | | | 1/26/2023(1) | 1/19/2023 | | 14,647 | | | | $2,550,043 | | Kyle M. Flessner | 1/26/2023(1) | 1/19/2023 | | | | 52,904 | $174.10 | $2,450,016 | | | 1/26/2023(1) | 1/19/2023 | | 14,073 | | | | $2,450,109 | | Amichai Ron | 1/26/2023(1) | 1/19/2023 | | | | 51,824 | $174.10 | $2,400,001 | | | 1/26/2023(1) | 1/19/2023 | | 13,786 | | | | $2,400,143 |

  35. 2023 compensation tables

    (1)In accordance with the grant policy of the compensation committee of the board (described under “Process for equity grants”), the grants became effective on the second trading day after the company released its financial results for the fourth quarter and year 2022. The company released these results on January 24, 2023. (2)The stock awards granted to the named executive officers in 2023 were RSU awards. These awards were made under the company’s 2009 Long-Term Incentive Plan. For information on the terms and conditions of these RSU awards, see the discussion following the outstanding equity awards at fiscal year-end 2023 table. (3)The options were granted under the company’s 2009 Long-Term Incentive Plan. For information on the terms and conditions of these options, see the discussion following the outstanding equity awards at fiscal year-end 2023 table. (4)The exercise price of the options is the closing price of TI common stock on January 26, 2023. (5)Shown is the aggregate grant date fair value computed in accordance with ASC 718 for stock and option awards in 2023. The discussion of the assumptions used for purposes of the valuation appears in Note 3 to the 2023 financial statements. None of the options or other equity awards granted to the named executive officers was repriced or modified by the company. For additional information regarding TI’s equity compensation grant practices, see the Compensation Discussion and Analysis. Outstanding equity awards at fiscal year-end 2023 The following table shows the outstanding equity awards for each of the named executive officers as of December 31, 2023.

  36. 2023 compensation tables

    | Name | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested (1) | | Haviv Ilan | — | | 129,560(2) | $174.10 | 1/26/2033 | | 34,463(6) | $5,874,563 | | | 28,263 | | 84,791(3) | $174.81 | 1/27/2032 | | 25,743(7) | $4,388,152 | | | 42,998 | | 42,998(4) | $169.23 | 1/28/2031 | | 20,682(8) | $3,525,454 | | | 65,998 | | 22,000(5) | $130.52 | 1/24/2030 | | 17,239(9) | $2,938,560 | | | 86,122 | | — | $104.41 | 1/25/2029 | | — | — | | | 81,828 | | — | $110.15 | 1/25/2028 | | — | — | | | 58,151 | | — | $79.26 | 1/26/2027 | | — | — | | Richard K. Templeton | — | | 188,942(2) | $174.10 | 1/26/2033 | | 50,259(6) | $8,567,149 | | | 47,105 | | 141,318(3) | $174.81 | 1/27/2032 | | 42,904(7) | $7,313,416 | | | 79,853 | | 79,853(4) | $169.23 | 1/28/2031 | | 38,410(8) | $6,547,369 | | | 190,662 | | 63,554(5) | $130.52 | 1/24/2030 | | 49,801(9) | $8,489,078 | | | 294,627 | | — | $104.41 | 1/25/2029 | | — | — | | | 258,403 | | — | $110.15 | 1/25/2028 | | — | — | | | 333,615 | | — | $79.26 | 1/26/2027 | | — | — | | | 489,557 | | — | $52.93 | 1/29/2026 | | — | — | | | 516,440 | | — | $53.94 | 1/28/2025 | | — | — | | Rafael R. Lizardi | — | | 51,824(2) | $174.10 | 1/26/2033 | | 13,786(6) | $2,349,962 | | | 11,933 | | 35,801(3) | $174.81 | 1/27/2032 | | 10,869(7) | $1,852,730 | | | 20,270 | | 20,271(4) | $169.23 | 1/28/2031 | | 9,751(8) | $1,662,155 | | | 48,399 | | 16,133(5) | $130.52 | 1/24/2030 | | 12,642(9) | $2,154,955 | | | 33,996 | | — | $104.41 | 1/25/2029 | | — | — | | | 12,921 | | — | $110.15 | 1/25/2028 | | — | — | | Hagop H. Kozanian | — | | 55,063(2) | $174.10 | 1/26/2033 | | 14,647(6) | $2,496,728 | | | 13,817 | | 41,454(3) | $174.81 | 1/27/2032 | | 12,586(7) | $2,145,410 | | | 23,342 | | 23,342(4) | $169.23 | 1/28/2031 | | 11,228(8) | $1,913,925 | | | 14,666 | | 14,667(5) | $130.52 | 1/24/2030 | | 11,493(9) | $1,959,097 | | | 11,332 | | — | $104.41 | 1/25/2029 | | — | — | | Kyle M. Flessner | — | | 52,904(2) | $174.10 | 1/26/2033 | | 14,073(6) | $2,398,884 | | | 13,189 | | 39,570(3) | $174.81 | 1/27/2032 | | 12,014(7) | $2,047,906 | | | 22,113 | | 22,114(4) | $169.23 | 1/28/2031 | | 10,637(8) | $1,813,183 | | | 52,799 | | 17,600(5) | $130.52 | 1/24/2030 | | 13,791(9) | $2,350,814 | | | 67,991 | | — | $104.41 | 1/25/2029 | | — | — | | Amichai Ron | — | | 51,824(2) | $174.10 | 1/26/2033 | | 13,786(6) | $2,349,962 | | | 12,561 | | 37,685(3) | $174.81 | 1/27/2032 | | 11,441(7) | $1,950,233 | | | 18,428 | | 18,428(4) | $169.23 | 1/28/2031 | | 8,864(8) | $1,510,957 | | | 29,333 | | 9,778(5) | $130.52 | 1/24/2030 | | 7,662(9) | $1,306,065 | | | 15,865 | | — | $104.41 | 1/25/2029 | | — | — | | | 12,921 | | — | $110.15 | 1/25/2028 | | — | — |

  37. 2023 compensation tables

    (1)Calculated by multiplying the number of RSUs by the closing price of TI common stock on December 29, 2023 ($170.46). (2)One-quarter of the shares became exercisable on January 26, 2024, and one-third of the remaining shares become exercisable on each of January 26, 2025 and January 26, 2026 and January 26, 2027. (3)One-third of the shares became exercisable on January 27, 2024, and one-half of the remaining shares become exercisable on each of January 27, 2025 and January 27, 2026. (4)One-half of the shares became exercisable on January 28, 2024, and the remaining one-half become exercisable on January 28, 2025. (5)Became fully exercisable on January 24, 2024. (6)Vesting date is January 29, 2027. (7)Vesting date is January 30, 2026. (8)Vesting date is January 31, 2025. (9)Vested on January 31, 2024. Option awards The “Option Awards” shown in the table above are non-qualified stock options, each of which represents the right to purchase shares of TI common stock at the stated exercise price. The exercise price is the closing price of TI common stock on the grant date. The term of each option is 10 years unless the option is terminated earlier pursuant to provisions summarized in the chart below and in the paragraph following the chart. Options become exercisable in increments of 25% per year beginning on the first anniversary of the date of the grant. The chart below shows the termination provisions relating to stock options outstanding as of December 31, 2023. The compensation committee of the board of directors established these termination provisions to promote employee retention while offering competitive terms.

  38. 2023 compensation tables

    | | Employment Termination due to Death or Permanent Disability or at Least 6 Months after Grant When Retirement Eligible * | Employment Termination for Cause | Other Circumstances of Employment Termination | | Unexercisable portion of option | Continues | Stops | Stops | | Exercisable portion of option | Remains exercisable to end of term | Terminates | Remains exercisable for 30 days |

  39. 2023 compensation tables

    * Retirement eligibility is defined for purposes of equity awards as at least age 55 with 10 or more years of TI service or at least age 65. Options may be canceled if, during the two years after employment termination, the grantee competes with TI or solicits TI employees to work for another company or if the grantee discloses TI trade secrets. In addition, for options received while the grantee was an executive officer, the company may reclaim (or “clawback”) profits earned under grants if the officer engages in such conduct. These provisions are intended to strengthen retention and provide a reasonable remedy to TI in case of competition, solicitation of our employees or disclosure of our confidential information. Options become fully vested if the grantee is involuntarily terminated from employment with TI (other than for cause) within 24 months after a change in control of TI. “Change in control” is defined as provided in the Texas Instruments 2009 Long-Term Incentive Plan and occurs upon (i) acquisition of more than 50% of the voting stock or at least 80% of the assets of TI or (ii) change of a majority of the board of directors in a 12-month period unless a majority of the directors then in office endorsed the appointment or election of the new directors (“Plan definition”). These terms are intended to reduce employee uncertainty and distraction in the period leading up to a change in control, if such an event were to occur. Stock awards The “Stock Awards” column in the table of outstanding equity awards at fiscal year-end 2023 are RSU awards. Each RSU represents the right to receive one share of TI common stock on a stated date (the “vesting date”) unless the award is terminated earlier under terms summarized below. In general, the vesting date is approximately four years after the grant date. Each RSU includes the right to receive dividend equivalents, which are paid annually in cash at a rate equal to the amount paid to stockholders in dividends. The table below shows the termination provisions of RSUs outstanding as of December 31, 2023.

  40. 2023 compensation tables

    | Employment Termination Due to Death or Permanent Disability or at Least Six Months after Grant When Retirement Eligible | Employment Termination For Cause | Other Circumstances of Employment Termination | | Vesting continues; shares are paid at the scheduled vesting date | Grant cancels; no shares are issued | Grant cancels; no shares are issued |

  41. 2023 compensation tables

    These termination provisions are intended to promote retention. All RSU awards contain cancellation and clawback provisions like those described above for stock options. The terms provide that, to the extent permitted by Section 409A of the IRC, the award vests upon involuntary termination of TI employment within 24 months after a change in control. Change in control is the Plan definition. These cancellation, clawback and change in control terms are intended to conform RSU terms with those of stock options (to the extent permitted by the IRC) and to achieve the objectives described above in the discussion of stock options. In addition to the “Stock Awards” shown in the outstanding equity awards at fiscal year-end 2023 table, Mr. Templeton holds an award of RSUs that was granted in 1995. The award, for 120,000 shares of TI common stock, vested in 2000. Under the award terms, the shares will be issued to Mr. Templeton in March of the year after his termination of employment for any reason. These terms were designed to provide a tax benefit to the company by postponing the related compensation expense until it was likely to be fully deductible. In accordance with SEC requirements, this award is reflected in the 2023 non-qualified deferred compensation table. 2023 option exercises and stock vested The following table lists the number of shares acquired and the value realized as a result of option exercises by the named executive officers in 2023 and the value of any RSUs that vested in 2023. For option exercises, the value realized is calculated by multiplying the number of shares acquired by the difference between the exercise price and the market price of TI common stock on the exercise date. For RSUs, the value realized is calculated by multiplying the number of RSUs that vested by the market price of TI common stock on the vesting date.

  42. 2023 compensation tables

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Haviv Ilan | — | — | 18,198 | $3,150,620 | | Richard K. Templeton | — | — | 62,255 | $10,778,208 | | Rafael R. Lizardi | — | — | 14,367 | $2,487,359 | | Hagop H. Kozanian | — | — | 9,578 | $1,658,239 | | Kyle M. Flessner | — | — | 14,367 | $2,487,359 | | Amichai Ron | — | — | 11,180 | $1,680,198 |

  43. 2023 compensation tables

    2023 pension benefits The following table shows the present value as of December 31, 2023, of the benefit of the named executive officers under our qualified defined benefit pension plan (TI Employees Pension Plan) and non-qualified defined benefit pension plans (TI Employees Non-Qualified Pension Plan (which governs amounts earned before 2005) and TI Employees Non-Qualified Pension Plan II (which governs amounts earned after 2004)). In accordance with SEC requirements, the amounts shown in the table do not reflect any named executive officer’s retirement eligibility or any increase in benefits that may result from the named executive officer’s continued employment after December 31, 2023.

  44. 2023 compensation tables

    | Name (1) | Plan Name | Number of Years Credited Service | | Present Value of Accumulated Benefit (5) | Payments During Last Fiscal Year | | Richard K. Templeton (2) | TI Employees Pension Plan | | 16 (3) | $866,873 | — | | | TI Employees Non-Qualified Pension Plan | | 16 (3) | $605,068 | — | | | TI Employees Non-Qualified Pension Plan II | | 16 (4) | $35,486 | — | | Kyle M. Flessner (2) | TI Employees Pension Plan | | 4 (3) | $13,535 | — | | | TI Employees Non-Qualified Pension Plan | | 4 (3) | — | — | | | TI Employees Non-Qualified Pension Plan II | | — | — | — |

  45. 2023 compensation tables

    (1)Messrs. Lizardi, Ilan, Kozanian and Ron do not participate in any of the company’s defined benefit pension plans because they joined TI after these plans were closed to new participants. (2)In 1997, TI’s U.S. employees were given the choice between continuing to participate in the defined benefit pension plans or participating in a new enhanced defined contribution retirement plan. Mr. Templeton and Mr. Flessner chose to participate in the defined contribution plan. Accordingly, their accrued pension benefits under the qualified and non-qualified plans were frozen (i.e., they will experience no increase attributable to years of service or change in eligible earnings) as of December 31, 1997. Contributions to the defined contribution plan for Mr. Templeton’s and Mr. Flessner’s benefits are included in the 2023 summary compensation table. (3)Credited service began on the date the officer became eligible to participate in the plan. Eligibility to participate began on the earlier of 18 months of employment, or January 1 following the completion of one year of employment. Accordingly, Mr. Templeton and Mr. Flessner have been employed by TI for longer than the years of credited service shown in the preceding table. (4)Credited service began on the date the named executive officer became eligible to participate in the TI Employees Pension Plan as described in Note 3. (5)The assumptions and valuation methods used to calculate the present value of the accumulated pension benefits shown are the same as those used by TI for financial reporting purposes and are described in Note 7 to the 2023 financial statements, except that a named executive officer’s retirement is assumed (in accordance with SEC rules) for purposes of this table to occur at age 65 and no assumption for termination prior to that date is used. The amount of the lump-sum benefit earned as of December 31, 2023, is determined using either (i) the Pension Benefit Guaranty Corporation (PBGC) interest assumption of 2.50% in 2024; 2.55% 2025+ or (ii) the Pension Protection Act of 2006 (PPA) corporate bond yield interest assumption of 5.50% in 2024; and 5.55% in 2025+, whichever rates produce the higher lump-sum amount. A discount rate assumption of 5.20% for the TI Employees Pension Plan and 5.26% for the non-qualified pension plans was used to determine the present value of each lump sum. TI Employees Pension Plan The TI Employees Pension Plan is a qualified defined benefit pension plan. See “Benefits – Retirement plans” for a discussion of the origin and purpose of the plan. Employees who joined the U.S. payroll after November 30, 1997, are not eligible to participate in this plan. Plan participants are eligible for normal retirement under the terms of the plan at 65 years of age with one year of credited service. Participants are eligible for early retirement at 55 years of age with 20 years of employment or 60 years of age with five years of employment. As of December 31, 2023, Mr. Templeton was eligible for normal retirement. Participants may request payment of accrued benefits at termination or any time thereafter. Participants may choose a lump-sum payment or one of six forms of annuity. In order of largest to smallest periodic payment, the forms of annuity are (i) single life annuity, (ii) 5-year certain and life annuity, (iii) 10-year certain and life annuity, (iv) joint and 50% survivor annuity, (v) joint and 75% survivor annuity and (vi) joint and 100% survivor annuity. Participants who do not request payment will begin to receive benefits in April of the year after reaching the age of 72 in the form of annuity required under the IRC. The pension formula for the qualified plan is intended to provide a participant with an annual retirement benefit equal to 1.5% multiplied by the product of (i) years of credited service and (ii) the average of the five highest consecutive years of the participant’s base salary plus bonus up to a limit imposed by the IRS, less a percentage (based on the participant’s year of birth, when the participant elects to retire and the participant’s years of service with TI) of the amount of compensation on which the participant’s Social Security benefit is based. If an individual takes early retirement and chooses to begin receiving an annual retirement benefit at that time, such benefit is reduced by an early retirement factor. As a result, the annual benefit is lower than the one the participant would have received at age 65. Participants whose employment terminates due to disability may choose to receive their accrued benefits at any time prior to age 65. Alternatively, the participant may choose to defer receipt of the accrued benefit until reaching age 65 and then take a disability benefit. The disability benefit paid at age 65 is based on salary and bonus, years of credited service the participant would have accrued to age 65 had the participant not become disabled, and disabled status. The benefit payable in the event of death is based on salary and bonus, years of credited service and age at the time of death, and may be in the form of a lump sum or annuity at the election of the beneficiary. The earliest date of payment is the first day of the second calendar month following the month of death. TI employees non-qualified pension plans TI has two non-qualified pension plans: the TI Employees Non-Qualified Pension Plan (Plan I), which governs amounts earned before 2005; and the TI Employees Non-Qualified Pension Plan II (Plan II), which governs amounts earned after 2004. Each is a non-qualified defined benefit pension plan. See “Benefits – Retirement plans” for a discussion of the purpose of the plans. As with the qualified defined benefit pension plan, employees who joined the U.S. payroll after November 30, 1997, are not eligible to participate in Plan I or Plan II. Eligibility for normal and early retirement under these plans is the same as under the qualified plan (see above). Benefits are paid in a lump sum. A participant’s benefits under Plan I and Plan II are calculated using the same formula as described above for the TI Employees Pension Plan. However, the IRS limit on the amount of compensation on which a qualified pension benefit may be calculated does not apply. Additionally, the IRS limit on the amount of qualified benefit the participant may receive does not apply to these plans. Once this non-qualified benefit amount has been determined using the formula described above, the individual’s qualified benefit is subtracted from it. The resulting difference is multiplied by an age-based factor to obtain the amount of the lump-sum benefit payable to an individual under the non-qualified plans. Amounts under Plan I will be distributed when payment of the participant’s benefit under the qualified pension plan commences. Amounts under Plan II will be distributed subject to the requirements of Section 409A of the IRC. Because the named executive officers are among the 50 most highly compensated officers of the company, Section 409A of the IRC requires that they not receive any lump-sum distribution payment under Plan II before the first day of the seventh month following termination of employment. If a participant terminates due to disability, amounts under Plan I will be distributed when payment of the participant’s benefit under the qualified plan commences. For amounts under Plan II, distribution is governed by Section 409A of the IRC, and the disability benefit is reduced to reflect the payment of the benefit prior to age 65. In the event of death, payment under both plans is based on salary and bonus, years of credited service and age at the time of death and will be in the form of a lump sum. The earliest date of payment is the first day of the second calendar month following the month of death.

  46. 2023 compensation tables

    Balances in the plans are unsecured obligations of the company. For amounts under Plan I, in the event of a change in control, the present value of the individual’s benefit would be paid not later than the month following the month in which the change in control occurred. For such amounts, “change in control” is defined as (i) acquisition of 20% of TI common stock other than through a transaction approved by the board of directors or (ii) change of a majority of the board of directors in a 24-month period unless a majority of the directors then in office have elected or nominated the new directors. For all amounts accrued under this plan, if a sale of substantially all of the assets of the company occurred, the present value of the individual’s benefit would be distributed in a lump sum as soon as reasonably practicable following the sale of assets. For amounts under Plan II, no distribution of benefits is triggered by a change in control. TI Employees Survivor Benefit Plan TI’s qualified and non-qualified pension plans provide that upon the death of a retirement-eligible employee, the employee’s beneficiary receives a payment equal to half of the benefit to which the employee would have been entitled under the pension plans had the employee retired instead of died. We have a survivor benefit plan that pays the beneficiary a lump sum that, when added to the reduced amounts the beneficiary receives under the pension plans, equals the benefit the employee would have been entitled to receive had the employee retired instead of died. Because Mr. Templeton was eligible for retirement as of December 31, 2023, his beneficiaries would be eligible for benefits under the survivor benefit plan if he were to die. 2023 non-qualified deferred compensation The following table shows contributions to each named executive officer’s deferred compensation account in 2023 and the aggregate amount of his deferred compensation as of December 31, 2023.

  47. 2023 compensation tables

    | Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE (5) | | Haviv Ilan | $365,479 | $100,828 | $287,944 | $171,350 | $2,521,766 | | Richard K. Templeton | $182,000 | $309,555 | $1,298,817(3) | $1,070,629(4) | $21,829,626(6) | | Rafael R. Lizardi | $64,533 | $96,359 | $107,559 | $308,846 | $665,328 | | Hagop H. Kozanian | — | $59,180 | $35,642 | $26,928 | $243,321 | | Kyle M. Flessner | $73,000 | $108,103 | $59,188 | $145,246 | $473,039 | | Amichai Ron | $337,188 | $68,875 | $77,757 | $7,966 | $576,416 |

  48. 2023 compensation tables

    (1)Amounts shown for Mr. Ilan include a portion of his salary and bonus paid in 2023, for Mr. Lizardi a portion of his salary paid in 2023 and for Messrs. Templeton, Flessner and Ron a portion of their bonus paid in 2023. (2)Company matching contributions pursuant to the defined contribution plan. These amounts are included in the “All Other Compensation” column of the 2023 summary compensation table. (3)Consists of: (i) $602,400 in dividend equivalents paid under the 120,000-share 1995 RSU award previously discussed, settlement of which has been deferred until after termination of employment; (ii) a $628,800 increase in the value of the RSU award (calculated by subtracting the value of the award at year-end 2022 from the value of the award at year-end 2023 (in both cases, the number of RSUs is multiplied by the closing price of TI common stock on the last trading date of the year)); and (iii) a $67,617 gain in Mr. Templeton’s deferred compensation account in 2023. Dividend equivalents are paid at the same rate as dividends on TI common stock. (4)Consists of dividend equivalents paid on the RSU award discussed in Note 3 and a $468,229 deferred compensation plan account distribution. (5)All amounts contributed by a named executive officer and by the company in prior years have been reported in the summary compensation table in previously filed proxy statements in the year earned to the extent he was a named executive officer for purposes of the SEC’s executive compensation disclosure. (6)Of this amount, $20,455,200 is attributable to Mr. Templeton’s 1995 RSU award, calculated as described in Note 3. The remainder is the balance of his deferred compensation account. See “Benefits – Retirement plans” for a discussion of the purpose of the plan. An employee’s deferred compensation account contains eligible compensation the employee has elected to defer and contributions by the company that are in excess of the IRS limits on (i) contributions the company may make to the enhanced defined contribution plan and (ii) matching contributions the company may make related to compensation the executive officer deferred into his deferred compensation account. Participants in the deferred compensation plan may choose to defer up to (i) 25% of their base salary, (ii) 90% of their performance bonus and (iii) 90% of profit sharing. Elections to defer compensation must be made in the calendar year prior to the year in which the compensation will be earned. During 2023, participants could choose to have their deferred compensation mirror the performance of one or more of the following mutual funds, each of which is managed by a third party (these alternatives, which may be changed at any time, are the same as those offered to participants in the defined contribution plans): BlackRock MSCI ACWI ex-U.S. IMI Index Lendable Fund F, Northern Trust Short Term Investment Fund, Northern Trust Aggregate Bond Index Fund-Lending, Northern Trust Russell 1000 Value Index Fund-Lending, Northern Trust Russell 1000 Growth Index Fund-Lending, Northern Trust Russell 2000 Index Fund-Lending, Northern Trust MidCap 400 Index Fund-Lending, BlackRock Equity Index Fund F, BlackRock (EAFE) (Europe, Australia, Far East) Equity Index Fund F, BlackRock Lifepath Index 2030 Fund F, BlackRock Lifepath Index 2040 Fund F, BlackRock Lifepath Index 2050 Fund F, BlackRock Lifepath Index 2025 Fund F, BlackRock Lifepath Index 2035 Fund F, BlackRock Lifepath Index 2045 Fund F, BlackRock Lifepath Index 2055 Fund F, BlackRock Lifepath Index 2060 Fund F and BlackRock Lifepath Index Retirement Fund F. From among the available investment alternatives, participants may change their instructions relating to their deferred compensation daily. Earnings on a participant’s balance are determined solely by the performance of the investments that the participant has chosen. The company does not guarantee any minimum return on investments. A third party administers the company’s deferred compensation program. A participant may request distribution from the plan in the case of an unforeseeable emergency. To obtain an unforeseeable emergency withdrawal, a participant must meet the requirements of Section 409A of the IRC. Otherwise, balances are paid to participants pursuant to their distribution elections and are subject to applicable IRC limitations. Amounts contributed by the company and amounts earned and deferred by the participant for which there is a valid distribution election on file will be distributed in accordance with the participant’s election. Annually, participants may elect separate distribution dates for deferred compensation attributable to a participant’s (i) bonus and profit sharing and (ii) salary. Participants may elect that these distributions be in the form of a lump sum or annual installments to be paid out over a period of five or ten consecutive years. Amounts for which no valid distribution election is on file will be distributed three years from the date of deferral. In the event of the participant’s death, payment will be in the form of a lump sum, and the earliest date of payment is the first day of the second calendar month following the month of death. For any other circumstance resulting in termination of employment, payments are distributed in accordance with the participant’s valid distribution election. Like the balances under the non-qualified defined benefit pension plans, deferred compensation balances are unsecured obligations of the company. For amounts earned and deferred prior to 2010, a change in control does not trigger a distribution under the plan. For amounts earned and deferred after 2009, distribution occurs, to the extent permitted by Section 409A of the IRC, if the participant is involuntarily terminated within 24 months after a change in control. Change in control is the Plan definition. Potential payments upon termination or change in control None of the named executive officers has an employment contract with the company. They are eligible for benefits on generally the same terms as other U.S. employees upon termination of employment or change in control of the company. TI does not reimburse executive officers for any income or excise taxes that are payable by the executive as a result of payments relating to termination or change in control. For a discussion of the impact of these programs on the compensation decisions for 2023, see “Analysis of compensation determinations – Total compensation” and “Compensation following employment termination or change in control.” Termination The following programs may result in payments to a named executive officer whose employment terminates. Most of these programs have been discussed above. Bonus Our policies concerning bonus and the timing of payments are described under “Compensation philosophy and elements.” Whether a bonus would be awarded under other circumstances and in what amount would depend on the facts and circumstances of termination and is subject to the compensation committee’s discretion. If awarded, bonuses are paid by the company. Qualified and non-qualified defined benefit pension plans The purposes of these plans are described under “Benefits – Retirement plans.” The formula for determining benefits, the forms of benefit and the timing of payments are described under “2023 pension benefits.” The amounts disbursed under the qualified and non-qualified plans are paid, respectively, by the TI Employees Pension Trust and the company. Survivor benefit plan The purpose of this plan, along with the formula for determining the amount of benefit, the form of benefit and the timing of payments, are described under “2023 pension benefits – TI Employees Survivor Benefit Plan.” Amounts distributed are paid by the TI Employees Health Benefit Trust. Deferred compensation plan

  49. 2023 compensation tables

    The purpose of this plan is described under “Benefits – Deferred Compensation.” The amounts payable under this program depend solely on the performance of investments that the participant has chosen. The timing of payments is discussed under “2023 non-qualified deferred compensation” and except in the case of death, payments are made according to the participant’s distribution election. Amounts distributed are paid by the company. Equity compensation Depending on the circumstances of termination, grantees whose employment terminates may retain the right to exercise previously granted stock options and receive shares under outstanding RSU awards as described in the discussion following the outstanding equity awards at fiscal year-end 2023 table. RSU awards include a right to receive dividend equivalents. The dividend equivalents are paid annually by the company in a single cash payment after the last dividend payment of the year. Perquisites Financial counseling is provided to executive officers for a transition period following retirement. Otherwise, no perquisites continue after termination of employment. In the case of a resignation pursuant to a separation agreement, employees above a certain job grade level, including executive officers, might be offered a 12-month paid leave of absence before termination in exchange for a non-compete and non-solicitation commitment and a release of claims against the company. The leave period will be credited to years of service under the pension plans described above. During the leave, the executive officer’s stock options will continue to become exercisable and his or her RSUs will continue to vest. Amounts paid to an individual during a paid leave of absence are not counted when calculating benefits under the qualified and non-qualified pension plans. In the case of a separation agreement in which the executive officer will be at least 50 years old and have at least 10 years of employment with the company on his or her last day of active employment before beginning the paid leave of absence, the separation agreement will typically include an unpaid leave of absence, to commence at the end of the paid leave and end when the executive officer has reached age 55 (bridge to retirement). During the bridge to retirement, the executive officer will continue to accrue years of service under the qualified and non-qualified pension plans described above. Stock options will continue to become exercisable, and RSUs will remain in effect. Change in control Our only program, plan or arrangement providing benefits triggered by a change in control is the TI Employees Non-Qualified Pension Plan. A change in control at December 31, 2023, would have accelerated payment of the balance under that plan. See “2023 pension benefits – TI employees non-qualified pension plans” for a discussion of the purpose of change in control provisions of that plan as well as the circumstances and the timing of payment. Upon a change in control, there is no acceleration of vesting of stock options and RSUs granted after 2009. Only upon an involuntary termination (not for cause) within 24 months after a change in control of TI will the vesting of such stock options and RSUs accelerate. See the discussion following the outstanding equity awards at fiscal year-end 2023 table for further information concerning change in control provisions relating to stock options and RSUs. The table below shows as of December 31, 2023, the potential payments upon termination or change in control for each of the named executive officers.

  50. 2023 compensation tables

    | Form of Compensation | Disability | Death | Involuntary Termination for Cause | Resignation; Involuntary Termination (not for Cause) | Retirement | Change in Control | | Haviv Ilan | | | | | | | | Qualified Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan II | — | — | — | — | — | — | | Survivor Benefit Plan | — | — | — | — | — | — | | Deferred Compensation (6) | — | $2,521,766 | — | — | — | — | | RSUs | $16,726,728(8) | $16,726,728(8) | — | $16,726,728(10) | $16,726,728(10) | — | | Stock Options | $19,547,191(11) | $19,547,191(11) | — | $19,547,191(11) | $19,547,191(11) | — | | H. Ilan Total | $36,273,919 | $38,795,685 | — | $36,273,919 | $36,273,919 | — | | Richard K. Templeton (1) | | | | | | | | Qualified Defined Benefit Pension Plan | $867,532(2) | $439,334(3) | $867,532(4) | $842,983(4) | $867,532(4) | — | | Non-Qual. Defined Benefit Pension Plan | $609,677(2) | $306,652(3) | $609,677(4) | $622,905(4) | $609,677(4) | $609,677(4) | | Non-Qual. Defined Benefit Pension Plan II | $35,756(5) | $17,984(3) | $35,756(4) | — | $35,756(4) | — | | Survivor Benefit Plan | — | $748,995(6) | — | — | — | — | | Deferred Compensation (7) | — | $1,374,426 | — | — | — | — | | RSUs | $51,372,212(8) | $51,372,212(8) | $20,455,200(9) | $51,372,212(10) | $51,372,212(10) | $20,455,200(9) | | Stock Options | $193,533,135(11) | $193,533,135(11) | — | $193,533,135(11) | $193,533,135(11) | — | | R. K. Templeton Total | $246,418,312 | $247,792,738 | $21,968,165 | $246,371,235 | $246,418,312 | $21,064,877 | | Rafael R. Lizardi | | | | | | | | Qualified Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan II | — | — | — | — | — | — | | Survivor Benefit Plan | — | — | — | — | — | — | | Deferred Compensation (7) | — | $665,328 | — | — | — | — | | RSUs | $8,019,802(8) | $8,019,802(8) | — | — | — | — | | Stock Options | $5,651,975(11) | $5,651,975(11) | — | $4,982,689(12) | — | — | | R. R. Lizardi Total | $13,671,777 | $14,337,105 | — | $4,982,689 | — | — |

  51. 2023 compensation tables

    | Form of Compensation | Disability | Death | Involuntary Termination for Cause | Resignation; Involuntary Termination (not for Cause) | Retirement | Change in Control | | Hagop H. Kozanian | | | | | | | | Qualified Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan II | — | — | — | — | — | — | | Survivor Benefit Plan | — | — | — | — | — | — | | Deferred Compensation (7) | — | $243,321 | — | — | — | — | | RSUs | $8,515,159(8) | $8,515,159(8) | — | — | — | — | | Stock Options | $1,977,460(11) | $1,977,460(11) | — | $1,362,949(12) | — | — | | H. H. Kozanian Total | $10,492,619 | $10,735,940 | — | $1,362,949 | — | — | | Kyle M. Flessner | | | | | | | | Qualified Defined Benefit Pension Plan | $24,544(2) | $7,451(3) | $13,434(4) | $14,083(4) | $13,434(4) | — | | Non-Qual. Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan II | — | — | — | — | — | — | | Survivor Benefit Plan | — | — | — | — | — | — | | Deferred Compensation (7) | — | $473,039 | — | — | — | — | | RSUs | $8,610,787(8) | $8,610,787(8) | — | — | — | — | | Stock Options | $7,356,941(11) | $7,356,941(11) | — | $6,626,797(12) | — | — | | K. M. Flessner Total | $15,992,272 | $16,448,218 | $13,434 | $6,640,880 | $13,434 | — | | Amichai Ron | | | | | | | | Qualified Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan | — | — | — | — | — | — | | Non-Qual. Defined Benefit Pension Plan II | — | — | — | — | — | — | | Survivor Benefit Plan | — | — | — | — | — | — | | Deferred Compensation (7) | — | $576,416 | — | — | — | — | | RSUs | $7,117,216(8) | $7,117,216(8) | — | — | — | — | | Stock Options | $3,434,575(11) | $3,434,575(11) | — | $3,021,375(12) | — | — | | A. Ron Total | $10,551,791 | $11,128,207 | — | $3,021,375 | — | — |

  52. 2023 compensation tables

    (1)Mr. Templeton was retirement eligible for purposes of TI’s defined benefit pension plans and under the terms of his equity compensation awards as of December 31, 2023. (2)The amount shown is the lump-sum benefit payable at age 65 to the named executive officer in the event of termination as of December 31, 2023, due to disability, assuming the named executive officer does not request payment of his disability benefit until age 65. The assumptions used in calculating these amounts are the same as the age-65 lump-sum assumptions used for financial reporting purposes for the company’s audited financial statements for 2023 and are described in Note 5 to the 2023 pension benefits table. (3)Value of the benefit payable in a lump sum to the executive officer’s beneficiary calculated as required by the terms of the plan assuming the earliest possible payment date. The plan provides that in the event of death, the beneficiary receives 50% of the participant’s accrued benefit, reduced by the age-applicable joint and 50% survivor factor. (4)Lump-sum value of the accrued benefit as of December 31, 2023, calculated as required by the terms of the plans assuming the earliest possible payment date. (5)The amount shown is the lump-sum benefit payable at age 65, in the case of the Non-Qualified Defined Benefit Pension Plan, or separation from service in the case of Plan II. The assumptions used are the same as those described in Note 2. (6)Calculated as required by the terms of the plan assuming the earliest possible payment date. (7)In the event of death, a participant’s deferred compensation balance becomes payable immediately. The amount shown in the column titled “Death” is the balance as of December 31, 2023, under the non-qualified deferred compensation plan. For all separation events other than death, balances are distributed in accordance with the participant’s distribution election as discussed in the narrative following the 2023 non-qualified deferred compensation table. (8)Calculated by multiplying the number of outstanding RSUs by the closing price of TI common stock as of December 29, 2023 ($170.46). In the event of termination due to disability or death, all outstanding awards will continue to vest according to their terms. See the first table under “Outstanding equity awards at fiscal year-end 2023” for the number of unvested RSUs as of December 31, 2023, and the related discussion following that table of an additional outstanding RSU award held by Mr. Templeton. (9)Calculated by multiplying the previously discussed 120,000 vested RSUs by the closing price of TI common stock as of December 29, 2023 ($170.46). (10)Due to retirement eligibility, calculated by multiplying the number of outstanding RSUs held at such termination by the closing price of TI common stock as of December 29, 2023 ($170.46). RSU awards stay in effect and pay out shares according to the vesting schedule. (11)Calculated as the difference between the grant price of all outstanding in-the-money options and the closing price of TI common stock as of December 29, 2023 ($170.46), multiplied by the number of shares under such options as of December 31, 2023. (12)Calculated as the difference between the grant price of all exercisable in-the-money options and the closing price of TI common stock as of December 29, 2023 ($170.46), multiplied by the number of shares under such options as of December 31, 2023.

  53. Pay ratio

    Pay ratio For 2023, the median of annual total compensation of all employees of our company (other than our CEO) was $79,577. The annual total compensation of our CEO was $21,629,000. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 272:1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” we used the following methodology and material assumptions, adjustments and estimates: •We selected October 1, 2023, as the date upon which we would identify the “median employee.” •As of this date, our employee population consisted of approximately 34,387 individuals working at the company and consolidated subsidiaries, excluding employees on leaves of absence who are not expected to return to work. •To identify the “median employee,” we used base salary and profit sharing information, each of which is paid to all employees. Salaries were annualized for all permanent employees who were employees for less than the full fiscal year or who were on an unpaid leave of absence during a portion of the year. •We identified and calculated the elements of the median employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, including the value of the employee’s health and welfare benefits (estimated for the employee and the employee’s eligible dependents) and retirement-related benefits. •We applied the exchange rate that we utilize in our payroll system, as of the identification date, to convert foreign currency to U.S. dollars. The company had two individuals in the role of CEO during 2023, with Mr. Ilan serving as CEO when the company identified the “median employee.” As permitted by Item 402(u) of Regulation S-K, the pay ratio was calculated using Mr. Ilan’s total compensation as reported in the 2023 summary compensation table, annualized according to his time as CEO, adding in the value of health and welfare benefits (estimated for our CEO and his eligible dependents) and retirement-related benefits. This resulted in annual total compensation for purposes of determining the ratio in the amount of $21,629,000.

  54. Pay versus performance

    Pay versus performance Set forth below are certain disclosures related to executive compensation and company performance using selected financial performance measures required by the SEC. For a discussion of the company’s executive compensation policies and programs and an explanation of how executive compensation decisions are made at TI, please refer to the Compensation Discussion and Analysis. The following table includes a new calculation of compensation, “compensation actually paid,” that differs significantly from the way in which the company views annual compensation decisions, as discussed in the Compensation Discussion and Analysis, and from the summary compensation table calculation of compensation.

  55. Pay versus performance

    | Year | Summary Compensation Table Total for PEO (Templeton) (1) | Summary Compensation Table Total for PEO (Ilan) (1) | Compensation Actually Paid to PEO (Templeton) (3) | Compensation Actually Paid to PEO (Ilan) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions) | Operating Profit (millions) | | | | | | | | | Total TSR (7) | S&P IT Index Total TSR (7) | | | | 2023 | $20,892,318 | $16,199,037 | $23,224,692(4) | $16,399,282(5) | $7,164,737 | $7,393,056(6) | $148.43 | $219.40 | $6,510 | $7,331 | | 2022 | $21,629,586 | — | $11,834,806 | — | $7,959,226 | $5,118,822 | $139.51 | $139.00 | $8,749 | $10,140 | | 2021 | $19,195,411 | — | $37,422,531 | — | $6,903,311 | $11,327,790 | $154.85 | $193.58 | $7,769 | $8,960 | | 2020 | $19,056,652 | — | $43,654,015 | — | $5,827,815 | $11,832,752 | $131.74 | $143.89 | $— | $— |

  56. Pay versus performance

    (1)During 2023, Messrs. Templeton and Ilan each served for a period of time as the company’s president and CEO (Principal Executive Officer or “PEO”), and Mr. Templeton was the company’s president and CEO for the entirety of 2022, 2021 and 2020. Compensation for the PEO reflects the amounts reported in the summary compensation table for Messrs. Templeton and Ilan for the corresponding years in which each served as the company’s president and CEO. (2)The remaining non-PEO named executive officers for the applicable period are Haviv Ilan (2020-2022), Rafael R. Lizardi (2020-2023), Hagop H. Kozanian (2020-2023), Kyle M. Flessner (2020-2023), Amichai Ron (2023) and Niels Anderskouv (2020). Compensation for our non-PEO named executive officers reflects the amounts reported in the summary compensation table for the respective years. (3)Reflects the value of equity calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown. We estimate the fair values for non-qualified stock options using the Black-Scholes-Merton option-pricing model. The assumptions used for purposes of calculating fair values of options as of the vest date or fiscal year-end date are the same as the assumptions used for purposes of calculating the grant date fair value of options, except that we determine expected lives of options based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest date or fiscal year-end date, and the risk-free interest rate is based on the Treasury Constant Maturity rate closest to the remaining expected life, as of the vest date or fiscal year-end date. (4)Adjustments to total compensation for 2023 as reported in the summary compensation table consist of (i) $17,500,109 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (ii) $15,839,289 increase based on the fair value of equity awards granted in 2023 that remained outstanding and unvested as of December 31, 2023; (iii) $14,551 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of December 31, 2023, determined based on the change in fair value of such awards from December 31, 2022, to December 31, 2023; (iv) $2,465,042 increase for awards granted in prior fiscal years that vested in 2023, determined based on the change in fair value of such awards from December 31, 2022, to the vest date; and (v) $1,542,703 increase based on dividend equivalents paid on unvested RSUs in 2023. (5)Adjustments to total compensation for 2023 as reported in the summary compensation table consist of (i) $12,000,009 deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (ii) $10,861,164 increase based on the fair value of equity awards granted in 2023 that remained outstanding and unvested as of December 31, 2023; (iii) $63,044 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of December 31, 2023, determined based on the change in fair value of such awards from December 31, 2022, to December 31, 2023; (iv) $901,550 increase for awards granted in prior fiscal years that vested in 2023, determined based on the change in fair value of such awards from December 31, 2022, to the vest date; and (v) $500,584 increase based on dividend equivalents paid on unvested RSUs in 2023. (6)Adjustments to the non-PEO named executive officers’ average total compensation for 2023 as reported in the summary compensation table consist of: (i) $4,900,114 deduction for the average amount reported under the “Stock Awards” and “Option Awards” columns in the summary compensation table; (ii) $4,435,083 increase based on the average fair value of equity awards granted in 2023 that remained outstanding and unvested as of December 31, 2023; (iii) $13,526 deduction for equity awards granted in prior fiscal years that remained outstanding and unvested as of December 31, 2023, determined based on the average change in fair value of such awards from December 31, 2022, to December 31, 2023; (iv) $456,801 increase for awards granted in prior fiscal years that vested in 2023, determined based on the average change in fair value of such awards from December 31, 2022, to the vest date; (v) $250,381 increase based on the average amount of dividend equivalents paid on unvested RSUs in 2023; and (vi) $306 deduction for the change in actuarial present values reported under the “Change in Pension Value and Nonqualifed Deferred Compensation Earnings” column in the summary compensation table. (7)TSR represents the cumulative TSR for the company and the S&P Information Technology index over a four-year period beginning December 31, 2019, as of the years ended 2023, 2022, 2021 and 2020. TSR data is obtained from Research Data Group, Inc. (RDG). Compensation actually paid compared to TSR, net income and operating profit Compensation actually paid to the PEO (Mr. Templeton) increased year over year by $11,389,886, or 96%, in 2023 and decreased year over year by $25,587,725, or 68%, and $6,231,484, or 14%, in 2022 and 2021, respectively. Compensation actually paid to the remaining non-PEO named executive officers increased year over year by $2,274,234, or 44%, in 2023 and decreased year over year by $6,208,968, or 55%, and $504,962, or 4%, in 2022 and 2021, respectively. During this period, the company’s cumulative TSR was 48.4%. Net income decreased year over year by $2.24 billion, or 26%, in 2023 and increased year over year by $980 million, or 13%, and $2.17 billion, or 39%, in 2022 and 2021, respectively. Operating profit decreased year over year by $2.81 billion, or 28%, in 2023 and increased year over year by $1.18 billion, or 13%, and $3.07 billion, or 52%, in 2022 and 2021, respectively. TSR, net income and operating profit are some indicators of the company’s overall performance that may impact the value of total compensation; however, other performance measures and factors are considered in setting named executive officers’ compensation. See the Compensation Discussion and Analysis for additional information. TI TSR compared to S&P IT Index TSR The company’s cumulative TSR of 48.4% for the four-year period ending December 31, 2023, was lower than the S&P Information Technology Index return for the same period of 119.4%. 2023 financial performance measures The four financial performance measures listed below represent an unranked list of the “most important” financial performance measures linking compensation actually paid to the named executive officers for 2023 and company performance. We do not consider any one of the following financial performance measures to be the most important measure for our company or executive compensation program. Additional financial performance measures, based on an absolute and relative basis, and other measures were used to link executive pay to company performance as further described in the Compensation Discussion and Analysis.

  57. Pay versus performance

    | Revenue growth: total TI | | Operating profit | | Operating profit margin | | Total shareholder return |