Curtis Farmer
Director at TXN
Board
About Curtis Farmer
Curtis C. Farmer is an independent director of Texas Instruments and serves as Chairman, President, and CEO of Comerica Incorporated; he joined the TI board effective April 1, 2023, is 62 years old, and has 2 years of board tenure as of the 2025 proxy filing . The board has determined he is independent (all directors except Templeton and Ilan), and he brings deep financial institution leadership and capital allocation experience to TI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comerica Incorporated | Executive Vice President; Vice Chairman; President; CEO; Chairman | EVP 2008–2011; Vice Chairman 2011–2015; President since 2015; CEO since 2019; Chairman since 2020 | Led a large financial institution with significant capital stewardship and strategic execution |
| Wachovia Corporation | Senior leadership positions | Not disclosed | Banking operations and management experience |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Comerica Incorporated | Chairman, President & CEO; Director | Chairman since 2020; CEO since 2019; President since 2015 | Not disclosed in TI proxy |
Board Governance
- Committee assignments: Audit Committee member (2024 composition: Clark [Chair], DesRoches, Farmer, Sanchez; Audit met 7 times in 2024) .
- Independence: Board determined Farmer is independent (Templeton and Ilan not independent) .
- Attendance: In 2024, each director attended at least 75% of board and relevant committee meetings (overall ~93%); in 2023, each director attended at least 90% (overall ~99%) .
- Annual meeting attendance: All directors attended the 2024 annual meeting .
- Lead independent director: Todd Bluedorn in 2024/2025 .
- Election support (stockholder votes):
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| For votes (Curtis C. Farmer) | 736,754,518 | 746,840,226 | 734,380,183 |
| Against | 5,907,694 | 4,348,191 | 10,085,471 |
| Abstentions | 1,162,704 | 1,355,207 | 921,627 |
Fixed Compensation
- Structure: Annual cash retainer $110,000; Lead Director $40,000; Committee Chair retainers: Audit $35,000, Compensation $25,000, GSR $20,000; $1,000/day for other designated activities; no meeting fees; travel reimbursed; directors may travel on company aircraft .
- Deferred compensation: Optional deferral of cash retainer to cash or stock unit accounts; 2024 cash deferral interest rate 5.36% (Moody’s Aaa-based); directors are not eligible for TI pension plans .
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $82,500 | $110,000 |
| Stock Awards (RSUs grant-date fair value) | $199,998 | $114,850 |
| Option Awards (grant-date fair value) | — | $114,981 |
| All Other Compensation | $40 | $40 |
| Total | $282,538 | $339,871 |
Performance Compensation
- Annual equity for directors: stock options ($115,000 grant-date value) and RSUs ($115,000) granted each January; RSUs vest on the 4th anniversary; options vest in 4 equal annual installments from first anniversary; RSUs vest on change-in-control; options become fully exercisable upon termination of service following a change-in-control; one-time ~$200,000 RSU grant at initial election .
| Equity Detail | 2023 | 2024 |
|---|---|---|
| RSUs outstanding (shares) | 1,086 | 1,772 |
| Options outstanding (shares) | — | 3,066 |
Other Directorships & Interlocks
- Current public company boards: Comerica Incorporated (Chairman, President & CEO) .
- Compensation committee interlocks: None; no Item 404 related person transaction relationships for compensation committee members; no TI executive served on any outside board/comp committee with reciprocal service at TI in 2024 .
Expertise & Qualifications
- Skills indicated in the board’s skills matrix: Financial acumen; executive leadership; sustainability; independence; multinational and end-market knowledge (as applicable to nominees) .
- TI nominee biography highlights: Management responsibility of a large financial institution and capital investment experience .
Equity Ownership
- Ownership alignment: Small but present skin-in-the-game; no pledging permitted and none reported for any director/executive .
| Metric | Value |
|---|---|
| Shares beneficially owned | 2,291 (less than 1% of class) |
| Shares obtainable within 60 days | 0 |
| RSUs (shares) | 1,772 |
| Shares credited to deferred compensation account | 519 |
| Hedging/pledging | Prohibited by policy; no pledged shares for any director/executive |
Governance Assessment
- Board effectiveness and engagement: Farmer’s role on the Audit Committee supports oversight of financial reporting, risk (including cybersecurity and environmental-related risks), compliance, and internal controls; the committee met 7 times in 2024 and includes designated financial sophistication, with Clark as SEC “financial expert” .
- Independence and attendance: Independent director with at least 75% meeting attendance in 2024 and at least 90% in 2023; all directors attended the 2024 annual meeting, supporting engagement with shareholders .
- Shareholder support signals: Strong re-election margins across 2023–2025; say-on-pay advisory approvals passed with 641,237,914 For vs 109,230,095 Against in 2024, and 648,369,929 For vs 95,514,709 Against in 2025, indicating generally supportive investor sentiment on governance/compensation frameworks .
- Director pay alignment: Mixed cash/equity structure with standardized annual option/RSU grants and no meeting fees; equity vests over longer horizons, aligning director incentives with long-term shareholder value; Farmer’s 2023 one-time onboarding RSU (~$200k) normalizes in 2024 to standard annual grants .
- Policies mitigating conflicts: Strict hedging/pledging prohibitions; board-level independence standards; GSR committee oversight of potential conflicts; compensation committee interlock check shows no interlocks in 2024 .
- Potential conflicts: Farmer’s executive leadership at Comerica (banking services) could represent theoretical counterparty exposure for TI, but no related-party transactions are disclosed in the proxy and the board affirmed his independence status after review .
RED FLAGS: None disclosed specific to Farmer in the proxy. No hedging/pledging, no delinquent Section 16(a) filings attributed to Farmer, and no related-party transactions requiring disclosure involving him; three other officers had late filings in 2024 due to administrative error .