Investor Presentaiton
**
The committee set the 2016 base-salary rate for each of the named executive officers in January 2016. In keeping with its
strategy, the committee set the annual base-salary rates to be below the estimated median level of salaries expected to be paid to
similarly situated executives (considering job scope and tenure) of companies within the Comparator Group in January 2016.
The salary differences between the named executive officers were driven primarily by the market rate of pay for each officer and
not the application of a formula designed to maintain a differential between the officers.
Equity compensation
In 2016, the committee awarded equity compensation to each of the named executive officers. The grants are shown in the table
under "Grants of plan-based awards in 2016." The grant date fair value of the awards is reflected in that table and in the "Stock
Awards" and "Option Awards" columns of the 2016 summary compensation table. The table below is provided to assist the reader
in comparing the grant date fair values and number of shares for each of the years shown in the summary compensation table.
Officer
R. K. Templeton
Year
Grant Date
Fair Value *
Stock Options
Restricted
Stock Units
(In Shares)
(In Shares)
2016
$9,800,055
489,557
92,576
2015
$ 9,800,023
516,440
90,842
2014
$ 9,800,034
602,692
111,137
K. P. March
2016
$ 2,700,035
134,878
25,506
2015
$2,700,017
142,285
25,028
2014
$2,700,039
166,048
30,620
B. T. Crutcher
2016
$ 5,500,031
274,751
51,956
2015
$ 5,500,029
289,839
50,983
2014
$ 4,500,008
276,747
51,032
K. J. Ritchie
2016
$ 4,000,014
199,819
37,786
2015
$ 4,000,045
210,792
37,079
2014
$ 4,000,015
245,997
45,362
S. A. Anderson
2016
$ 3,800,028
189,828
35,897
2015
$ 3,800,037
200,252
35,225
2014
$ 2,700,039
$2,000,003 **
166,048
30,620
**
41,745 **
* See notes 1 and 2 to the summary compensation table for information on how grant date fair value was calculated.
Retention grant made in June 2014, when Mr. Anderson assumed new responsibilities.
In January 2016, the committee awarded equity compensation to each of the named executive officers. 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, in this case the 40th to 60th percentile of the three-year average of equity compensation (including an estimate of amounts for
2016) 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. 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, motivating the executive and aligning his
interests with those of shareholders.
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.
TEXAS INSTRUMENTS • 2017 PROXY STATEMENT
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PROXY STATEMENTView entire presentation