Investor Presentaiton
Director nominees
All nominees for directorship are currently directors of the company, including two new directors. Ms. Hobby was elected to the
board effective July 20, 2016, and Mr. Bluedorn was elected to the board effective March 1, 2017. They are the only director
nominees at the 2017 annual meeting of stockholders who are standing for election by the stockholders for the first time. A search
firm retained by the company to assist the G&SR Committee in identifying and evaluating potential nominees initially identified
Ms. Hobby and Mr. Bluedorn as potential director candidates. The search firm conducted research to identify a number of potential
candidates, based on qualifications and skills the G&SR Committee determined that candidates should possess. It then conducted
further research on the candidates in whom the G&SR Committee had the most interest.
The board believes its current size is within the desired range as stated in the board's corporate governance guidelines.
Board diversity and nominee qualifications
As indicated by the criteria above, 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. Maintaining a
balance of tenure among the directors is 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 70. 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.
As it considered director nominees for the 2017 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
multi-billion dollar, multinational corporate enterprises 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. Each has had exposure to effective leaders and has developed the ability to judge
leadership qualities. Eleven 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 Mr. Bluedorn who joined the board effective March 1, 2017), 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.
Mr. Babb
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As chairman and CEO of Comerica Incorporated and Comerica Bank (2002-present) and through a long career in banking,
has gained first-hand experience in managing large, complex institutions, as well as insight into financial markets.
As Audit Committee chair at the company (April 19, 2013-present), chief financial officer of Comerica Incorporated and
Comerica Bank (1995-2002), controller and later chief financial officer of Mercantile Bancorporation (1978-1995), and
auditor and later audit manager at the accounting firm of Peat Marwick Mitchell & Co. (1971-1978), has gained extensive
audit knowledge and experience in audit- and financial control-related matters.
Mr. Blinn
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As CEO and a director of Flowserve Corporation (2009-March 31, 2017), has gained first-hand experience in managing a
large, multinational corporation operating in global industrial markets, with ultimate management responsibility for the
organization's financial performance and significant capital and R&D investments.
TEXAS INSTRUMENTS
2017 PROXY STATEMENT
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PROXY STATEMENTView entire presentation