Carrie Cox
Director at TXN
Board
About Carrie Cox
Carrie Cox is an independent director of Texas Instruments (TI), age 67 with 21 years of board tenure as of the 2025 proxy filing. Her background includes senior leadership in pharmaceuticals and medical technology, notably as Chairman & CEO of Humacyte (2010–2018) and Executive Chair (2018–2019), with prior global leadership roles at Schering‑Plough and Pharmacia. The board has determined she is independent; only the Chairman (Templeton) and CEO (Ilan) are non‑independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humacyte, Inc. | Chairman & CEO | 2010–2018 | Led a regulated, R&D‑intensive company; capital allocation and R&D oversight |
| Humacyte, Inc. | Executive Chair | 2018–2019 | Strategic oversight and governance |
| Schering‑Plough Corporation | Head, Global Pharmaceuticals Business | Not disclosed | Large‑scale regulated industry leadership |
| Pharmacia Corporation | Head, Global Prescription Business | Not disclosed | Commercial and operational leadership |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Cartesian Therapeutics, Inc. (f/k/a Selecta Biosciences, Inc.) | Director | Current | Biopharma; not a TI supplier; potential downstream user of semiconductors in research/clinical gear |
| Organon & Co. | Director | Current | Pharma; limited direct overlap with TI’s supply chain |
| Solventum Corporation | Director | Current | Health‑tech devices; potential downstream user; not a TI direct governance conflict disclosed |
| Array BioPharma Inc. | Director | Prior 5 yrs | Ended prior to proxy period |
| Cardinal Health, Inc. | Director | Prior 5 yrs | Ended prior to proxy period |
| Celgene Corporation | Director | Prior 5 yrs | Ended prior to proxy period |
| electroCore, Inc. | Director | Prior 5 yrs | Ended prior to proxy period |
Board Governance
- Committee assignments: Compensation Committee member; committee chaired by Martin Craighead. Compensation Committee met five times in 2024; the committee’s report is signed by Craighead (Chair), Blinn, Cox, and Kirk .
- Committee matrix: Cox is listed on Compensation; not listed on Audit or Governance & Stockholder Relations (GSR) .
- Independence: The board determined all directors except Templeton and Ilan are independent; Cox is independent .
- Attendance: Board held 6 meetings; committees held 18; each director attended ≥75% of combined board and relevant committee meetings (except DesRoches at 70%). Overall attendance ≈93%. All directors attended the 2024 annual meeting .
- Board leadership and engagement: Executive sessions of independent directors are held at every board meeting; lead director elected by independent directors (Bluedorn) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $110,000 | Standard retainer for non‑employee directors |
| Committee chair fees | $0 | Not a chair; Chair fees: Audit $35,000; Comp $25,000; GSR $20,000 |
| Lead director premium | $0 | $40,000 applies to lead director (Bluedorn) |
| All other compensation | $27,540 | $27,500 TI Foundation matching gifts + $40 travel insurance |
| Deferred comp above Federal Rate | $5,130 | Excess interest from director deferrals (rate 5.36% vs Federal Rate) |
| Total 2024 compensation | $372,501 | Sum of cash, equity grant date values, other |
Performance Compensation
| Equity Element | 2024 Grant-Date Fair Value | Terms | Vesting/Exercise |
|---|---|---|---|
| RSUs (director) | $114,850 | Annual grant under 2018 Director Plan; dividend equivalents paid; settlement can be deferred | Cliff vest on 4th anniversary; vest upon change in control (single trigger) |
| Stock Options (director) | $114,981 | 10‑year non‑qualified options; Black‑Scholes valuation | Become exercisable in four equal annual installments; fully exercisable upon termination of service following a change in control |
No director performance metrics (e.g., TSR, EBITDA, revenue) are used to determine director pay; director equity awards are time‑based with specified vesting and change‑in‑control terms .
Other Directorships & Interlocks
- TI policy: Directors should not serve on >3 other public company boards. Cox serves on three current boards (Cartesian Therapeutics, Organon, Solventum), consistent with the guideline .
- Interlocks/conflicts: TI’s related‑person transaction policy requires GSR committee or CCO approval for director‑related transactions; no related‑party transactions involving directors are disclosed for 2024. No director or executive officer has pledged TI shares; hedging and pledging are prohibited for directors and executives .
Expertise & Qualifications
- Demonstrated leadership running regulated, R&D‑intensive enterprises (Humacyte, Schering‑Plough, Pharmacia), with capital and R&D oversight experience .
- Multinational executive leadership, end‑market knowledge in healthcare/pharma, and sustainability oversight among board’s skills matrix (Cox flagged in skills/demographics summary) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total shares beneficially owned | 56,946 | Less than 1% of shares outstanding |
| Shares obtainable within 60 days (options) | 16,386 | Director options becoming exercisable soon |
| RSUs (unsettled) | 33,348 | Director RSUs outstanding |
| Shares credited to deferred comp account | 4,073 | Issued after termination of service |
| Shares pledged | 0 | Pledging prohibited; none reported |
Governance Assessment
- Board effectiveness: Cox contributes domain expertise in regulated industries and capital/R&D decision‑making; she is active on the Compensation Committee (five meetings in 2024) and signed the committee report, indicating engagement in executive pay oversight and consultant independence (Pearl Meyer, determined independent) .
- Alignment: Cox holds a meaningful director equity position via RSUs and options; no hedging/pledging permitted; beneficial ownership and deferred stock units support long‑term alignment .
- Independence and attendance: Independent status affirmed; attendance ≥75% and annual meeting participation bolster investor confidence .
- Compensation committee practices: Uses holistic, non‑formulaic approach for executive pay; engages independent consultant; comparator group updated (removed Accenture, NVIDIA, Western Digital; added AMD, Lam Research, NXP); targets equity at market median—governance discipline supportive of pay‑for‑performance .
- Shareholder signals: Say‑on‑pay approval ~85% in April 2024 suggests broad investor support for compensation policies; executive sessions each board meeting reinforce independent oversight .
RED FLAGS
- None disclosed related to Carrie Cox: no pledging/hedging, no related‑party transactions, and satisfactory attendance. Note: Multiple outside boards reach TI’s guideline maximum (three), which warrants ongoing time‑commitment monitoring but remains compliant .
Appendix: Director Compensation Policy Context
- Standard 2024 director compensation: $110,000 cash retainer; option grant ($115,000 grant‑date value) with 10‑year term; RSU grant ($115,000) with 4‑year cliff vest; one‑time RSU grant ~$200,000 upon initial election; $1,000/day for designated activities; timing of grants in January; RSUs vest upon change in control under Director Plan .