Amichai Ron
Senior Vice President, Embedded Processing at TXN
Executive
About Amichai Ron
Senior Vice President at Texas Instruments (TXN), responsible for the company’s embedded processing business; the compensation committee noted the financial performance and strategic position of the operations and product lines under his remit . TI performance context used by the committee for bonuses: one-year revenue growth -10.7%, operating profit margin 34.9%, and TSR 13.1% for 2024; three-year CAGR -5.2% and TSR 2.7% . TI applies judgment rather than formulaic targets for executive bonuses; RSUs and options are granted at approximately median market levels for peers, split 50/50 to balance retention and performance orientation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Instruments | Senior Vice President, Embedded Processing | Not disclosed | Committee noted financial performance and strategic position of operations/product lines under his responsibility |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (Annual Rate) | $740,000 | $780,000 |
| Profit Sharing | $147,333 | $154,867 |
| Bonus (Annual Performance Bonus) | $1,210,000 | $1,150,000 |
| Equity Compensation (Grant Date Fair Value) | $4,800,144 | $5,100,170 |
| Total (Committee supplemental view) | $6,897,477 | $7,185,037 |
| Summary Compensation (Paid) | 2023 | 2024 |
|---|---|---|
| Salary (Paid) | $736,667 | $776,667 |
| Bonus (Paid) | $1,210,000 | $1,150,000 |
| Stock Awards (RSUs, ASC 718 fair value) | $2,400,143 | $2,550,141 |
| Option Awards (ASC 718 fair value) | $2,400,001 | $2,550,029 |
| Non‑Equity Incentive (Profit Sharing) | $147,333 | $154,867 |
| All Other Compensation | $82,075 | $79,893 |
| Total | $6,976,219 | $7,261,597 |
Performance Compensation
| Component | Weighting | Target | Actual (Grants/Payout) | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | Not disclosed | $1,210,000 (2023); $1,150,000 (2024) | N/A |
| RSUs | 50% of equity value (committee decision) | Median market level (Comparator Group) | 13,786 RSUs (2023); 15,232 RSUs (2024) | Four‑year cliff; vest dates: 1/31/2025 (8,864 vested), 1/30/2026 (11,441), 1/29/2027 (13,786), 1/31/2028 (15,232) |
| Stock Options | 50% of equity value (committee decision) | Median market level (Comparator Group) | 51,824 options @ $174.10 exp. 1/26/2033 (2023); 67,997 options @ $167.42 exp. 1/25/2034 (2024) | 10‑year term; typical vest 25% per year; specific schedules: 2034 grant: 25% on 1/25/2025, then one‑third of remainder on 1/25/2026, 1/25/2027, 1/25/2028; 2033 grant: one‑third on 1/26/2025, then half of remainder on 1/26/2026 and 1/26/2027 |
| 2024 Exercises and Vesting | Shares | Value Realized |
|---|---|---|
| Options – Shares Acquired on Exercise | 12,921 | $1,338,224 |
| RSUs – Shares Acquired on Vesting | 7,662 | $1,241,627 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Shares Beneficially Owned | 183,998; Percent of Class: <1% |
| Shares Obtainable within 60 Days | 120,727 |
| RSUs (Outstanding) | 49,323 shares |
| Shares Pledged as Collateral | None; “No director or executive officer has pledged shares of TI common stock.” |
| Stock Ownership Guidelines | CEO: 6x salary; other executive officers: 3x salary; five years to comply; RSUs count |
| Hedging/Pledging Policy | Short sales, puts/calls or other hedging on TI stock prohibited; directors and executive officers may not pledge TI stock |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Contract | None; no executive employment contracts |
| Severance Multiples (Salary + Bonus) | Not specified; bonuses on termination are discretionary |
| Change‑of‑Control | Double‑trigger: acceleration of options/RSUs only if involuntarily terminated (not for cause) within 24 months after a change in control; no single‑trigger acceleration |
| Clawback/Cancellation | Options/RSUs contain cancellation and clawback provisions; options may be canceled if within two years after termination the grantee competes, solicits TI employees, or discloses trade secrets |
| Non‑Compete/Non‑Solicit | Enforced via option cancellation for competition/solicitation within two years after termination |
| Tax Gross‑Ups | Company provides no tax gross‑ups for perquisites; no excise tax reimbursements on change‑in‑control |
| Potential Payments (as of 12/31/2024) | Disability | Death | Resignation / Involuntary (not for Cause) |
|---|---|---|---|
| Deferred Compensation | $0 | $836,031 | $0 |
| RSUs | $9,248,556 | $9,248,556 | $0 |
| Stock Options | $6,920,189 | $6,920,189 | $4,545,415 (exercisable, in‑the‑money) |
| Total | $16,168,745 | $17,004,776 | $4,545,415 |
Compensation Committee & Governance
- Compensation committee (independent): Chair Martin Craighead; members Mark Blinn, Carrie Cox, Ronald Kirk; met five times in 2024; retained independent consultant Pearl Meyer; targets executive pay around market medians using a Comparator Group .
- Equity grant practices: Grants effective on the second trading day after Q4/year results; 2024 options priced at the 1/25/2024 close; RSUs carry dividend equivalents; 10‑year option term .
Investment Implications
- Pay mix is equity‑heavy and balanced between RSUs (4‑year cliff) and long‑dated options, aligning retention and performance with shareholder outcomes; options/RSUs accelerate only with double‑trigger change‑of‑control, limiting windfall risk .
- No pledging and strict anti‑hedging rules reduce misalignment risk; stock ownership guidelines (3x salary for officers) reinforce skin‑in‑the‑game, with RSUs counting toward compliance .
- Upcoming RSU vesting dates in 2026–2028 and option exercisability milestones (2032–2034 grants) create identifiable liquidity windows; 2024 exercises ($1.34M realized) and RSU vest ($1.24M realized) indicate periodic selling capacity around vest/exercise events .
- Termination provisions emphasize retention and protect IP (two‑year post‑termination competition/solicitation triggers option cancellation); bonuses are discretionary on termination, and no employment contracts or tax gross‑ups are provided, indicating disciplined governance .