Haviv Ilan
TEXAS INSTRUMENTSAbout Haviv Ilan
Haviv Ilan is President & Chief Executive Officer of Texas Instruments (TI) and a member of TI’s board (director since 2021; CEO since 2023). He is 56 years old, with prior roles including EVP & COO (2020–2023) overseeing TI’s businesses, technology and manufacturing, and IT services . Under TI’s 2024 performance assessment, revenue declined 10.7%, operating profit margin was 34.9%, one-year TSR was 13.1%, and three-year TSR CAGR was 2.7%—with TSR and margin above median relative to semiconductor peers and strategic progress in 300mm manufacturing capacity expansion . TI returned $5.72B to shareholders in 2024 (dividend +5%; $929M buybacks, 4.7M shares), ending with $7.58B total cash .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Texas Instruments | President & Chief Executive Officer | 2023–present | Oversight of strategy and execution; 2024 TSR above median vs. peers amid expanded 300mm manufacturing investments . |
| Texas Instruments | EVP & Chief Operating Officer | 2020–2023 | Led business and sales organizations, technology and manufacturing operations, and IT services . |
| Texas Instruments | Senior leadership roles | 2014–2020 | Served at a senior level since 2014 (functions not further specified in proxy) . |
| Texas Instruments | Director (Board member) | 2021–present | Board-level oversight; not independent (management director) . |
External Roles
| Organization/Board | Role | Years | Notes |
|---|---|---|---|
| Public company boards | — | — | Other current public company directorships: None; Other public company directorships in last five years: None . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (annual rate) | $915,000 | $1,150,000 | $1,250,000 (up 8.7% YoY) |
| Profit Sharing (Cash) | $182,417 | $219,917 | $247,588 (19.9% of base, formulaic by OPM) |
| Perquisites (incl. aircraft) | $127,334 | $379,528 | $192,180; includes $45,855 personal aircraft, plus financial counseling and executive physical |
Notes:
- Profit sharing formula: 0% below 10% OPM; 2% at 10%; +0.5% per pt to 24%; +1% per pt above 24%; 2024 OPM 34.9% → 19.9% of base .
Performance Compensation
Annual Incentive (Bonus) – 2024 framework and outcome
| Metric considered | Definition/Assessment | 2024 Actual | Relative vs. peers | Payout impact |
|---|---|---|---|---|
| Revenue growth | One-year and three-year, absolute and relative | -10.7% (one-year) | Below median | Committee reduced exec bonuses 5% YoY; CEO bonus $2,380,000 . |
| Operating profit margin | Profit from operations as % of revenue | 34.9% | Above median | Positive factor within holistic assessment . |
| Total shareholder return (TSR) | One-year and three-year | 13.1% (one-year); 2.7% (3-yr CAGR) | Above median (one-year) | Positive factor . |
| Strategic progress | Manufacturing, customer reach, portfolio | Strengthened strategic position (300mm capacity ramp; direct channel) | — | Positive factor . |
- CEO 2024 bonus: $2,380,000; 2023 bonus: $2,500,000 .
Equity Awards – 2024 Grants (CEO)
| Grant type | Grant date | Shares/Options | Exercise price | Grant-date fair value | Vesting |
|---|---|---|---|---|---|
| Stock Options | 2024-01-25 | 199,989 | $167.42 | $7,500,003 | 25% on 2025-01-25; then one-third of remaining on each of 2026-01-25, 2027-01-25, 2028-01-25 . |
| RSUs | 2024-01-25 | 44,798 | — | $7,500,081 | Four-year cliff; vests 2028-01-31 . |
- Equity mix and design: TI targets median market value; 50/50 options and RSUs to balance performance orientation (options) and retention (RSUs); no formulas; options/RSUs double-trigger on change in control .
RSU Vesting Schedule (Outstanding as of 12/31/2024)
| RSU tranche | Shares | Vesting date | Market value at 12/31/2024 ($187.51) |
|---|---|---|---|
| 2021 grant | 20,682 | 2025-01-31 | $3,878,082 |
| 2022 grant | 25,743 | 2026-01-30 | $4,827,070 |
| 2023 grant | 34,463 | 2027-01-29 | $6,462,157 |
| 2024 grant | 44,798 | 2028-01-31 | $8,400,073 |
Option Grants and Terms (Selected recent)
| Grant date | Exercise price | Expiration | Exercisable | Unexercisable | Key vesting details |
|---|---|---|---|---|---|
| 2024-01-25 | $167.42 | 2034-01-25 | — | 199,989 | 25% on 2025-01-25; 1/3 of remaining on 2026-01-25, 2027-01-25, 2028-01-25 . |
| 2023-01-26 | $174.10 | 2033-01-26 | 32,390 | 97,170 | 1/3 vested 2025-01-26; 1/2 of remaining on 2026-01-26 and 2027-01-26 . |
| 2022-01-27 | $174.81 | 2032-01-27 | 56,527 | 56,527 | 1/2 on 2025-01-27; 1/2 on 2026-01-27 . |
| 2021-01-28 | $169.23 | 2031-01-28 | 64,497 | 21,499 | Became fully exercisable 2025-01-28 . |
- 2024 exercises/vests: Options exercised 38,151 shares (value realized $5,147,773); RSUs vested 17,239 shares (value realized $2,793,580) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 588,038 shares (Ilan) . |
| Ownership as % of outstanding | ~0.065% (588,038 ÷ 909,917,820 shares outstanding as of 2/20/2025) . |
| Within-60-days exercisables | 429,362 shares obtainable within 60 days (primarily options) . |
| Unvested RSUs (total) | 125,686 shares (sum of outstanding tranches) . |
| In-the-money options (ITM value) | $29,429,930 (as of 12/31/2024 method) . |
| Unvested RSU market value | $23,567,382 (as of 12/31/2024 at $187.51) . |
| Hedging/pledging | Hedging/derivative transactions prohibited; pledging prohibited; no pledges by directors or executive officers . |
| Ownership guidelines | CEO 6× base salary; 5 years to comply; short sales prohibited . |
Employment Terms
| Term | TI policy / Ilan specifics |
|---|---|
| Employment agreement | No employment contract; no guaranteed raises/bonuses/equity . |
| Severance | No disclosed cash severance multiples; separation agreements may include 12‑month paid leave for non‑compete/non‑solicit with continued vesting (and potential unpaid bridge to retirement) . |
| Change-in-control | Double-trigger: acceleration of options/RSUs only if involuntary termination within 24 months post-CIC (no single-trigger equity acceleration) . |
| Clawback | Dodd‑Frank compliant clawback for restatements; committee discretion for fraud/willful misconduct . |
| Non-compete/solicit | Post-termination restrictions; options may be canceled for competition/solicitation or disclosure within two years of termination . |
| Deferred compensation | 2024: Executive contributions $375,000; company contributions $113,964; year-end balance $2,971,884 . |
| Perquisites | 2024 perqs $64,416 including $45,855 for personal use of company aircraft; no tax gross-ups for perqs . |
Board Governance (Board service history, committee roles, dual-role implications)
- Board service: Director since 2021; not independent (as CEO) .
- Committee roles: No standing committee assignments; sole member of a special committee (delegated limited authority to grant certain employee equity awards; no authority over executive officer compensation) .
- Attendance: Directors (including Ilan) attended ≥75% of combined board/committee meetings in 2024 (exception noted for another director) .
- Board leadership and independence: Executive Chairman (Templeton) and Lead Director (Bluedorn) structure; independent directors hold executive sessions at each board meeting and the lead director sets/approves agendas/schedules/information flow .
- Dual-role implications: CEO + director (not Chair) with a Lead Director and independent committees mitigate independence/oversight concerns .
Performance & Track Record (context for incentive alignment)
| Measure | 2024 result | Commentary |
|---|---|---|
| Revenue growth (YoY) | -10.7% | Organic comparison vs. peers often includes their M&A; committee notes relative below median . |
| Operating profit margin | 34.9% | Above median vs. semiconductor peers . |
| One-year TSR | 13.1% | Above median vs. peers; three-year TSR CAGR 2.7% . |
| Capital return | $5.72B returned; dividend +5%; $929M repurchases (4.7M shares); total cash $7.58B | 21st consecutive annual dividend increase . |
| Strategic execution | Continued investments to extend 300mm capacity (RFAB2, LFAB1; equip SM1; build SM2, LFAB2); direct channel ~80% of revenue | Committee judged strategic position strengthened . |
Compensation Structure Analysis
- Mix and direction: CEO base salary up 8.7% YoY to $1.25M; 2024 bonus down 5% YoY to $2.38M; equity grant increased to $15.0M (first full-year CEO grant), split evenly between options and RSUs .
- Pay-for-performance design: Annual cash bonus determined holistically (no formulas or preset thresholds); metrics include revenue growth, OPM, TSR vs. peers, plus strategic progress; profit sharing is formulaic and broad-based .
- Equity risk orientation: 50% options (performance leverage), 50% RSUs (retention); four-year cliff RSUs; 10-year options; no repricing; double-trigger CIC; clawback in place .
- Say-on-pay: 85% approval in April 2024; no material changes made based on feedback .
- Peer benchmarking: Targets set around market median using a comparator group adjusted in 2024 (add AMD, Lam, NXP; remove Accenture, NVIDIA, Western Digital) .
Insider Selling Pressure and Vesting Overhang
- 2024 realized: Option exercises of 38,151 shares ($5.15M value); RSUs vested 17,239 shares ($2.79M value) .
- Upcoming scheduled vests create known supply windows: RSUs vest on 2026-01-30 (25,743 shares), 2027-01-29 (34,463), 2028-01-31 (44,798); options from the 2024 grant vest 2025–2028 per schedule; 2023/2022 option tranches vest through 2027 .
- As of 12/31/2024: Unvested RSUs valued at $23.57M; ITM value of options $29.43M (price-based methodology) .
- Policy mitigants: Hedging and pledging prohibited; insider trading policy in place .
Compensation & Ownership Tables (multi-year summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (paid) | $912,083 | $1,099,583 | $1,241,667 |
| Bonus (annual incentive) | $2,070,000 | $2,500,000 | $2,380,000 |
| Profit Sharing (paid) | $182,417 | $219,917 | $247,588 |
| RSU grant-date value | $4,500,134 | $6,000,008 | $7,500,081 |
| Option grant-date value | $4,500,028 | $6,000,001 | $7,500,003 |
| Total (SEC S-CT) | $12,291,996 | $16,199,037 | $19,061,519 |
Compensation Committee & Peer Framework
- Compensation Committee: Martin Craighead (Chair), Mark Blinn, Carrie Cox, Ronald Kirk; all independent; five meetings in 2024; consultant: Pearl Meyer (independent) .
- Comparator Group (2024 review): 3M, ADI, AMD, AMAT, Broadcom, Cisco, Corning, Emerson, Honeywell, Intel, Lam, Medtronic, Micron, Motorola Solutions, NXP, Qualcomm, TE Connectivity, Thermo Fisher; TI targets equity around median; total cash up/down vs. peers based on relative performance .
- Semiconductor peers (for performance assessment): AMD, ADI, Broadcom, Infineon, Intel, Marvell, Microchip, NVIDIA, NXP, ON, Qorvo, Qualcomm, Renesas, Skyworks, STMicro; committee uses both absolute/relative one- and three-year comparisons .
Related Party Transactions and Governance Red Flags
- Related party policy is robust with GSR committee oversight; board-disfavored practices include hedging, pledging, single-trigger CIC acceleration (post-2009 grants), and option repricing; none of these apply to Ilan per disclosures .
- No related person transactions disclosed for Ilan in 2024; Section 16(a) late filings did not include Ilan .
External Roles and Interlocks
- Other current public company boards: None; other public boards in last five years: None .
- Lead Independent Director: Todd Bluedorn; Executive Chairman: Richard Templeton; independent executive sessions each board meeting .
Investment Implications
- Alignment: High long-term alignment via sizeable unvested RSUs ($23.6M) and ITM options ($29.4M) with multi-year vesting; hedging/pledging bans and 6× salary ownership guideline reinforce alignment .
- Incentive structure: No formulaic bonus reduces gaming risk but adds committee discretion; profit-sharing is formulaic on OPM, maintaining cash sensitivity to profitability .
- Overhang/selling pressure: Scheduled RSU vests through 2028 and annual option vest tranches create recurring potential supply windows; 2024 exercises evidence typical liquidity events .
- Retention risk: No employment contract or cash severance multiples, but large unvested equity and double-trigger CIC terms support retention; separation agreements with continued vesting are available if needed .
- Execution risk and strategy: 2024 revenue contraction vs. peers’ median, but OPM and TSR above median and continued 300mm capacity build should support long-term FCF/share; capital returns remain robust .
Data source: TI 2025 definitive proxy (DEF 14A) filed March 5, 2025. All figures and statements reflect disclosures as cited above.