Investor Presentaiton slide image

Investor Presentaiton

2016 director compensation The following table shows the compensation of all persons who were non-employee members of the board during 2016 for services in all capacities to TI in 2016. Fees Earned Name (1) or Paid in Cash ($) (2) Stock Awards Option Awards ($) (3) ($) (4) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) All Other Compensation ($) (6) Total ($) R. W. Babb, Jr. $ 123,333 $ 99,985 $ 99,991 M. A. Blinn $ 85,000 $ 99,985 $ 99,991 D. A. Carp J. F. Clark $ 85,000 $ 99,985 $ 99,991 SASS $ 40 $ 323,349 $ 6,540 $291,516 818 $285,794 $ 85.000 $ 99,985 $ 99,991 $ 20,040 $305,016 C. S. Cox $ 85,000 $ 99,985 $ 99,991 $ 7,324 $ 5,040 $297,340 J. M. Hobby $ 38,159 $ 130,900 $ 40 $ 169,099 R. Kirk P. H. Patsley R. E. Sanchez W. R. Sanders $ 85,000 $ 99,985 $ 99,991 40 $285,016 $ 85,000 $ 99,985 $ 99,991 $ 40 $285,016 R. J. Simmons C. T. Whitman $ 121,667 $ 99,985 $ 100,000 $ 99,985 $ 28,335 $ 99,985 $ 85,000 $ 99,985 $ 99,991 $ 10,040 $ 331,683 $ 99,991 $ 818 $ 300,794 $ 99,991 $ 831 $ 10,040 $ 239,182 $ 99,991 $ 1,040 $286,016 (1) Ms. Hobby was elected to the board effective July 20, 2016. Ms. Simmons, an independent director, reached the age of 70 by the date of the 2016 annual meeting and therefore was ineligible under the company's by-laws to stand for re-election at the meeting. Mr. Bluedorn was elected to the board effective March 1, 2017, and accordingly received no compensation for services as a TI director in 2016. (2) Includes amounts deferred at the director's election. (3) Shown is the aggregate grant date fair value of restricted stock units granted in 2016 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification TM Topic 718, Compensation-Stock Compensation (ASC 718). The discussion of the assumptions used for purposes of calculating the grant date fair value appears in Note 4 to the financial statements contained in Item 8 ("Note 4 to the Financial Statements") in TI's annual report on Form 10-K for the year ended December 31, 2016. 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 70) 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, please see the discussion on page 15. The table below shows the aggregate number of shares underlying outstanding restricted stock units held by the named individuals as of December 31, 2016. The value shown for Ms. Hobby represents the one-time restricted stock unit grant she received upon her initial election to the board. PROXY STATEMENT 16 Name R. W. Babb, Jr. M. A. Blinn D. A. Carp J. F. Clark C. S. Cox J. M. Hobby R. Kirk P. H. Patsley R. E. Sanchez W. R. Sanders R. J. Simmons C. T. Whitman TEXAS INSTRUMENTS • 2017 PROXY STATEMENT Restricted Stock Units (in Shares) 17,035 8,010 33,699 3,889 27,035 2,000 8,010 11,058 9,058 18,658 25,035 24,535
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