Investor Presentaiton
Although the outcome of this annual vote is not binding on the company or the board, the Compensation Committee of the board
will consider it when setting future compensation for the executive officers.
The board of directors recommends a vote FOR the annual resolution approving the named executive officer
compensation for 2016, as disclosed in this proxy statement.
Proposal regarding advisory vote on future advisory votes on executive officer
compensation
The board asks shareholders to cast an advisory vote on whether future advisory votes on executive officer compensation should
be held every year, every two years or every three years.
The board requests that shareholders vote in favor of future advisory votes to be held annually. An annual advisory vote will allow
our shareholders to provide us with their direct and timely input on our compensation philosophy, policies and practices and is
consistent with our policy of seeking input from, and engaging in discussions with, our shareholders on corporate governance
matters and our executive compensation philosophy, policies and practices.
Although the outcome of the vote is not binding on the company, the board will consider the outcome when setting the frequency
of future advisory votes.
The board of directors recommends a vote of EVERY YEAR for future advisory votes on the compensation of the
company's executive officers.
Compensation Discussion and Analysis
This section describes TI's compensation program for executive officers. It will provide insight into the following:
•
The elements of the 2016 compensation program, why we selected them and how they relate to one another; and
How we determined the amount of compensation for 2016.
The executive officers of TI have the broadest job responsibilities and policy-making authority in the company. We hold them
accountable for the company's performance and for maintaining a culture of strong ethics. Details of compensation for our CEO,
CFO and the three other highest paid individuals who were executive officers in 2016 (collectively called the "named executive
officers") can be found in the tables following the Compensation Committee report.
Executive summary
•
TI's compensation program is structured to pay for performance and deliver rewards that encourage executives to
think and act in both the short- and long-term interests of our shareholders. The majority of total compensation for
our executives each year comes in the form of variable cash and equity compensation. Variable cash is tied to the
short-term performance of the company, and the value of equity is tied to the long-term performance of the
company. We believe our compensation program holds our executive officers accountable for the financial and
competitive performance of TI.
PROXY STATEMENT
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TEXAS INSTRUMENTS • 2017 PROXY STATEMENTView entire presentation