Janet Clark
Director at TXN
Board
About Janet Clark
Janet F. Clark is an independent director at Texas Instruments and currently serves as Chair of the Audit Committee; she is designated by the board as the audit committee financial expert and has served on TI’s board for 10 years, age 70 . Her background includes CFO roles at Marathon Oil (SVP/CFO 2004–2007; EVP/CFO 2007–2013), and prior CFO roles at Nuevo Energy and Santa Fe Snyder; she previously served on the boards of Dell Inc. and Exterran Holdings and is currently a director of environmental nonprofit Resources for the Future and a current director of EOG Resources, Inc. . The board has determined she is independent under Nasdaq and TI’s guidelines; all directors attended TI’s annual meeting in 2024 and Clark attended at least 75% of combined board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Oil Corporation | SVP & CFO (2004–2007); EVP & CFO (2007–2013) | 2004–2013 | Led finance for large multinational; deep audit/control expertise |
| Nuevo Energy Company | Chief Financial Officer | Not disclosed | Energy sector CFO experience; financial controls |
| Santa Fe Snyder Corporation | Chief Financial Officer | Not disclosed | Energy sector CFO experience; financial controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EOG Resources, Inc. | Director (current) | Not disclosed | Public-company board experience |
| Dell Inc. | Director (prior) | Not disclosed | Technology industry board oversight |
| Exterran Holdings, Inc. | Director (prior) | Not disclosed | Energy services board oversight |
| Resources for the Future (nonprofit) | Director | Not disclosed | Environmental nonprofit governance |
Board Governance
- Committees and roles (2024):
- Audit Committee: Janet Clark (Chair); members Reginald DesRoches, Curtis Farmer, Robert Sanchez; 7 meetings in 2024 .
- Compensation Committee: Martin Craighead (Chair); members Mark Blinn, Carrie Cox, Ronald Kirk; 5 meetings in 2024 .
- Governance & Stockholder Relations (GSR) Committee: Todd Bluedorn (Chair); members Jean Hobby, Pamela Patsley; 6 meetings in 2024 .
- Board activity and attendance: Board held 6 meetings; overall attendance ~93%; Clark attended at least 75% of combined board and relevant committee meetings .
- Independence: Board determined all directors are independent except Messrs. Templeton and Ilan; independence standards detailed in proxy .
- Audit Committee report: Clark signed the committee’s report recommending inclusion of audited financial statements in TI’s 2024 Form 10-K and supporting EY’s auditor appointment .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual retainer (board/committee service) | $110,000 | Standard for non-employee directors |
| Audit Committee Chair retainer | $35,000 | Chair premium (Clark is Chair) |
| Lead Director retainer | $40,000 | Not applicable to Clark (Lead Director = Bluedorn) |
| Per diem for designated activities | $1,000/day | As designated by the Chairman |
| Fees earned or paid in cash (reported) | $145,000 | Reflects base + audit chair retainer |
| All Other Compensation (reported) | $30,040 | $40 travel accident premiums + $30,000 TI Foundation matching gift |
Performance Compensation
| Equity Component (2024) | Grant-Date Fair Value | Terms | Outstanding as of 12/31/2024 |
|---|---|---|---|
| Restricted Stock Units (RSUs) | $114,850 | RSUs vest on 4th anniversary; settle upon change in control; settlement still occurs at 4-year mark if ≥8 years’ service or due to death/disability/ineligibility; dividend equivalents paid | 10,202 RSUs |
| Stock Options (10-year) | $114,981 | Become exercisable in four equal annual installments beginning on first anniversary; fully exercisable upon change in control; if service ends after ≥8 years, options continue to become exercisable per terms | 29,008 options |
Detailed equity events (most recent):
- 2025 awards: 614 shares “Common Stock” (Form 4 type A, grant on 2025-01-27) ; Non-qualified stock option award of 2,551 options at $187.03 on 2025-01-27 .
- 2024 awards: 686 shares “Common Stock” (Form 4 type A, grant on 2024-01-25) ; Option award of 3,066 options at $167.42 on 2024-01-25 .
- 2023 awards: 574 shares “Common Stock” (Form 4 type A, grant on 2023-01-26) ; Option award of 2,159 options on 2023-01-26 .
Change-in-control provisions:
- Director equity is single-trigger upon change in control (options fully exercisable; RSUs vest) .
- Employee long-term incentive plan uses double-trigger (vesting upon involuntary termination within 24 months post-change in control) .
Other Directorships & Interlocks
| Company | Role | Current/Past | Notes |
|---|---|---|---|
| EOG Resources, Inc. | Director | Current | Energy sector |
| Dell Inc. | Director | Past | Technology sector |
| Exterran Holdings, Inc. | Director | Past | Energy services |
| Resources for the Future (nonprofit) | Director | Current | Environmental nonprofit |
- Compensation committee interlocks: None disclosed for TI’s compensation committee (Clark not a member) .
- Related party transactions policy and approvals are overseen by the GSR committee; specific approvals required for arrangements involving directors/executives; no pledging permitted .
Expertise & Qualifications
- Audit committee financial expert designated by TI’s board; three audit members meet Nasdaq financial sophistication .
- Keen audit and financial control acumen; oversight of large multinational companies, including one in technology; extensive executive leadership .
- Independence status: independent director under TI’s standards/Nasdaq .
Equity Ownership
| Metric (as of 12/31/2024 unless noted) | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 40,424; <1% of class | No pledging by any director/executive |
| Shares obtainable within 60 days | 22,451 | Typically from options becoming exercisable |
| RSUs (shares) | 10,202 | Settlement and vesting terms per director plan |
| Shares credited to deferred comp accounts | 7,771 | Issued following director’s termination of service |
| Options outstanding (shares) | 29,008 | 10-year options; 4-year vest schedule |
| TI shares outstanding (for context) | 909,917,820 | Voting securities at record date |
| Hedging/Pledging policy | Hedging and pledging prohibited for directors/officers | Alignment safeguard |
Insider Trades (Form 4, oldest → newest):
| Filing Date | Transaction Date | Type | Security | Quantity | Price ($) | Post-Transaction Common Shares Owned |
|---|---|---|---|---|---|---|
| 2023-01-30 | 2023-01-26 | A-Award | Common Stock | 574 | 0.00 | 9,516 |
| 2023-01-30 | 2023-01-26 | A-Award | NQ Stock Option (Right to Buy) | 2,159 | 0.00 | 2,159 options |
| 2024-01-29 | 2024-01-25 | A-Award | Common Stock | 686 | 0.00 | 10,202 |
| 2024-01-29 | 2024-01-25 | A-Award | NQ Stock Option (Right to Buy) | 3,066 | 167.42 | 3,066 options |
| 2025-01-29 | 2025-01-27 | A-Award | Common Stock | 614 | 0.00 | 10,816 |
| 2025-01-29 | 2025-01-27 | A-Award | NQ Stock Option (Right to Buy) | 2,551 | 187.03 | 2,551 options |
| 2025-02-25 | 2025-02-24 | M-Exempt (Option Exercise) | Common Stock | 6,065 | 79.26 | 16,881 |
| 2025-02-25 | 2025-02-24 | S-Sale | Common Stock | 6,065 | 203.6201 | 10,816 |
| 2025-02-25 | 2025-02-24 | M-Exempt (Option Exercise) | NQ Stock Option (Right to Buy) | 6,065 | 79.26 | 0 options (exercised) |
Governance Assessment
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Strengths
- Financial oversight: Clark chairs the Audit Committee, is designated the audit committee financial expert, and signed the audit committee report recommending EY for 2025, evidencing deep financial controls oversight .
- Independence and engagement: Board independence determination confirms her status; she met the ≥75% attendance threshold and all directors attended the annual meeting .
- Compensation structure for directors balances cash ($145,000 for Clark in 2024) and equity (RSUs $114,850; options $114,981), with vesting/settlement features that align with longer service tenures .
- Governance processes: Robust board/committee evaluation overseen by the GSR committee; independent compensation consultant (Pearl Meyer) with no conflicts supported the compensation committee in 2024 .
- Alignment safeguards: Prohibition on hedging/pledging by directors and officers; no director or executive officer has pledged TI shares .
-
Watch items and potential red flags
- Single-trigger change-in-control for director equity (options/RSUs vest upon change in control) contrasts with double-trigger for employee LTIP; some investors view single-trigger as less shareholder-friendly .
- Deferred compensation: Director deferred cash may earn interest above the “Federal Rate,” with excess reported (policy rate 5.36% in 2024 and 0.43 pp above Federal Rate); while common in director plans, above-market earnings can draw scrutiny; Clark’s “All Other Compensation” includes matching gifts and insurance, not excess interest for 2024 .
- Insider liquidity: February 2025 option exercise and same-day sale of 6,065 shares suggests routine cashless exercise; she retains common shares and significant RSUs/options, but investors may monitor ongoing sales for alignment trends .
-
Shareholder sentiment context
- Say-on-pay (executive compensation) received ~85% support in April 2024, indicating generally supportive investor sentiment toward TI’s pay practices, which the compensation committee maintained without material changes .