Hagop Kozanian
Senior Vice President, Analog Signal Chain at TXN
Executive
About Hagop Kozanian
Senior Vice President at Texas Instruments responsible for the analog signal chain product line within TI’s analog business; age 42 as of FY 2024 and an executive officer for more than five years . Company performance tied to bonus decisions for 2024: revenue growth -10.7% (absolute), operating profit margin 34.9% (absolute), and total shareholder return (TSR) 13.1% (absolute), each above/below median as noted relative to Semiconductor Peers; bonuses for NEOs down 5% year-over-year based on this holistic assessment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Instruments | Senior Vice President; responsible for analog signal chain product line | >5 years | Compensation committee noted the financial performance and strategic position of this product line |
External Roles
No external public company directorships disclosed in the latest 10-K executive officer listing or DEF 14A materials reviewed .
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (Actual) | $725,833 | $766,667 | $797,500 |
| Bonus (Actual) | $1,460,000 | $1,315,000 | $1,250,000 |
| Profit Sharing (Non-Equity Incentive) | $145,167 | $153,333 | $159,021 |
| All Other Compensation | $86,047 | $89,216 | $36,825 |
Notes:
- 2024 base salary annual rate was set at $800,000 (+3.9% vs. 2023) .
- Profit sharing formula is based on company operating profit margin; for 2024 TI delivered 34.9% OPM, resulting in 19.9% of base salary for all eligible employees (including executive officers) .
Performance Compensation
Bonus Framework and 2024 Outcome
| Element | Weighting | Target | Actual 2024 (Absolute) | 2024 Relative vs Semiconductor Peers | Payout Impact |
|---|---|---|---|---|---|
| Revenue Growth | Committee judgment (no formula) | None (no preset targets) | -10.7% | Below median | Part of holistic assessment; NEO bonuses down 5% YoY |
| Operating Profit Margin | Committee judgment | None | 34.9% | Above median | Supports payout |
| Total Shareholder Return (TSR) | Committee judgment | None | 13.1% | Above median | Supports payout |
| Hagop Kozanian Bonus (Paid Feb 2025 for 2024 perf.) | — | — | — | — | $1,250,000 |
Peer set used for bonus evaluation includes: AMD, Analog Devices, Broadcom, Infineon, Intel, Marvell, Microchip, NVIDIA, NXP, ON Semi, Qorvo, Qualcomm, Renesas, Skyworks, STMicroelectronics .
Equity Grants by Year (Grant Date Fair Value and Shares)
| Year | Grant Date Fair Value | Stock Options (Shares) | RSUs (Shares) |
|---|---|---|---|
| 2022 | $4,400,179 | 55,271 | 12,586 |
| 2023 | $5,100,044 | 55,063 | 14,647 |
| 2024 | $5,100,170 | 67,997 | 15,232 |
2024 grant details:
- Grant date: 1/25/2024; committee action on 1/18/2024 .
- Option exercise price: $167.42 (closing price on 1/25/2024) .
- RSUs under 2009 LTIP; options under 2009 LTIP; all grants done per established January grant policy .
2024 Option Exercises and RSU Vesting Value Realized
| Metric | 2024 |
|---|---|
| RSUs Vested (Shares) | 11,493 |
| Value Realized on RSU Vesting | $1,862,441 |
| Option Exercises (Shares) | — |
| Value Realized on Option Exercise | — |
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Shares Beneficially Owned | 183,012; less than 1% of class |
| Shares Obtainable within 60 Days | 117,078 |
| RSUs (Shares) Counted Toward Ownership | 53,693 |
| Pledging | No director or executive officer has pledged TI shares |
| Stock Ownership Guidelines | 3x base salary for executive officers; 5 years to comply; directly owned shares and RSUs count |
| Hedging Policy | Short sales and options/hedging on TI stock prohibited |
Outstanding Equity Awards and Vesting (as of Dec 31, 2024)
| Award Type | Shares/Units | Exercise Price | Expiration/Vest Date | Notes |
|---|---|---|---|---|
| Options (2034) Unexercisable | 67,997 | $167.42 | 1/25/2034 | 1/4 became exercisable 1/25/2025; remaining thirds on 1/25/2026, 1/25/2027, 1/25/2028 |
| Options (2033) Unexercisable | 41,298 | $174.10 | 1/26/2033 | 1/3 became exercisable 1/26/2025; 1/2 of remainder on 1/26/2026, 1/26/2027 |
| Options (2032) Unexercisable | 27,636 | $174.81 | 1/27/2032 | 1/2 became exercisable 1/27/2025; remaining 1/2 on 1/27/2026 |
| Options (2031) Unexercisable | 11,671 | $169.23 | 1/28/2031 | Became fully exercisable 1/28/2025 |
| Options (2030) Exercisable | 29,333 | $130.52 | 1/24/2030 | — |
| Options (2029) Exercisable | 11,332 | $104.41 | 1/25/2029 | — |
| RSUs (2024 grant) | 15,232 | — | Vests 1/31/2028 | RSUs include cash dividend equivalents |
| RSUs (2023 grant) | 14,647 | — | Vests 1/29/2027 | — |
| RSUs (2022 grant) | 12,586 | — | Vests 1/30/2026 | — |
| RSUs (older grant) | 11,228 | — | Vested 1/31/2025 | — |
RSU termination provisions: upon death/permanent disability or retirement eligibility, vesting continues and shares pay out on scheduled vesting date; for termination for cause, grants cancel; other terminations generally cancel; double-trigger vesting on involuntary termination within 24 months after change-in-control, to extent permitted by IRC 409A .
Employment Terms
- No employment contracts; executive officers are eligible for termination/change-in-control benefits on the same terms as other U.S. employees .
- Equity compensation features double-trigger change-in-control terms: options fully exercisable and RSUs issued if involuntarily terminated within 24 months after a change-in-control (subject to 409A) .
- Clawback policy applies to incentive-based compensation for three fiscal years preceding any required accounting restatement; committee may pursue additional recoupment for fraud or willful misconduct .
- Award agreements allow reduction/cancellation/recoupment for breaches of non-competition, non-solicitation, confidentiality or other detrimental conduct .
- Perquisites are limited; no tax gross-ups for perquisites; executive officers may receive company-paid physical and financial counseling .
- Stock ownership guidelines: 3x base salary for executive officers, 5-year compliance window; hedging/shorts/options trading prohibited .
Potential Payments upon Termination or Change-in-Control (Hagop Kozanian, as of Dec 31, 2024)
| Component | Disability | Death | Involuntary Termination (not for Cause) |
|---|---|---|---|
| Deferred Compensation Balance | — | $149,249 | — |
| RSUs (market value at $187.51) | $10,067,974 | $10,067,974 | — |
| Stock Options (in-the-money/exercisable basis) | $6,273,157 | $6,273,157 | $3,788,968 |
| Total | $16,341,131 | $16,490,380 | $3,788,968 |
Compensation Structure Analysis
- Mix shifts toward equity: 2022–2024 annual grants maintained at ~$4.4–$5.1M grant-date fair value split roughly evenly between RSUs and options, supporting both retention (four-year cliff RSUs) and performance orientation (options) .
- Bonus determinations are judgment-based without set targets or formulas; 2024 NEO bonuses were reduced 5% YoY despite above-median OPM and TSR, reflecting below-median revenue growth and holistic strategic assessment .
- No option repricing or reloads; dilution from equity compensation kept to 0.6% in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote support: approximately 85% of shares voted supported TI’s executive compensation decisions and policies; committee did not implement material changes in response .
Equity Ownership & Alignment (Additional Detail)
- Beneficial ownership for Hagop Kozanian: 183,012 shares; comprised in part of 117,078 shares obtainable within 60 days and 53,693 RSUs; no pledging across directors/executive officers .
- Dividend equivalents are paid on RSUs at the same rate as TI dividends; RSU vesting events delivered significant value in 2023–2024 (e.g., $1.86M in 2024) .
Expertise & Qualifications
- Executive scope: leads analog signal chain product line; committee highlighted its financial performance and strategic position when assessing individual performance .
- Senior leadership tenure: executive officer for more than five years at TI; age 42 as of FY 2024 .
Investment Implications
- Retention risk appears mitigated by meaningful unvested RSUs with staggered vesting through 2028 and substantial unexercised options with multi-year exercisability schedules; termination scenarios indicate material equity value continuation under death/disability and double-trigger protections under change-in-control .
- Pay-for-performance alignment: judgment-based bonus keyed to relative and absolute revenue growth, operating margins, TSR, and strategic progress; 2024 bonus reduction evidences discipline despite above-median margins/TSR, reducing risk of pay inflation .
- Trading signals to monitor: annual RSU cliff vesting dates (e.g., 1/30/2026, 1/29/2027, 1/31/2028) and option exercisability milestones (especially the 2031 grant fully exercisable since 1/28/2025), which can coincide with Form 4 tax-withholding dispositions or sales; track upcoming vesting/exercise windows for potential supply overhangs .
- Governance quality: no employment contracts, clawbacks in place, prohibition of hedging/pledging, no option repricing, and modest perquisites—collectively supportive of shareholder alignment and lower governance risk .