Jean Hobby
Director at TXN
Board
About Jean Hobby
Independent director at Texas Instruments (TXN); retired partner at PricewaterhouseCoopers (PwC) with prior roles as Global Strategy Officer (2013–2015), Technology/Media/Telecom sector leader, and firm CFO. Age 64; TXN board tenure 9 years. Core credentials: auditing/accounting expertise, financial acumen, and strategic planning at a large multinational professional services firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Global Strategy Officer | 2013–2015 | Firmwide strategic planning leadership |
| PricewaterhouseCoopers (PwC) | CFO | Not disclosed | Senior finance leadership at global firm |
| PricewaterhouseCoopers (PwC) | Technology, Media & Telecom Sector Leader | Not disclosed | Sector leadership; audit/financial control exposure |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Hewlett Packard Enterprise Company | Director | Current | Not disclosed here |
| Integer Holdings Corporation | Director | Current | Not disclosed here |
Board Governance
- Independence: Board determined all directors except the Executive Chair (Templeton) and CEO (Ilan) are independent; Hobby is independent .
- Committee assignments (recent):
- Audit Committee member through April 24, 2024 (Chair: Janet Clark). Membership from Apr 27, 2023–Feb 29, 2024: Clark (Chair), Farmer, Hobby; Mar 1–Apr 24, 2024: Clark (Chair), DesRoches, Farmer, Hobby .
- Governance & Stockholder Relations (GSR) Committee member since April 25, 2024; current members: Bluedorn (Chair), Hobby, Patsley .
- Chair roles: None (Audit Chair: Clark; Compensation Chair: Craighead; GSR Chair: Bluedorn) .
- Attendance: In 2024, board held 6 meetings; standing committees held 18. Each director attended ≥75% of combined board/committee meetings except DesRoches (70% in first year). Overall board/committee attendance ~93% . All directors attended the 2024 annual meeting .
- Lead Independent Director: Todd Bluedorn; duties include presiding at executive sessions, approving agendas/materials/schedules, and shareholder availability .
- Conflicts oversight: GSR reviews board composition, succession, director compensation, and potential director conflicts under TI’s conflict of interest policy .
- Trading/pledging policy: Hedging and pledging of TI stock by directors are prohibited .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $110,000 |
| Committee/Chair retainers | None for Hobby (Audit Chair $35,000; Comp Chair $25,000; GSR Chair $20,000—Hobby not a chair) |
| Lead Director retainer | Not applicable ($40,000 applies to Lead Director only) |
| Meeting fees | None (no per-meeting fees) |
| Other | $40 (insurance premium cost) |
Program features (for all non-employee directors):
- $1,000/day for other activities designated by the chair; reimbursement for authorized travel (including company aircraft use) .
Performance Compensation (Equity; time-vested)
| Grant Type (Annual) | 2024 Grant-Date Fair Value | Key Terms |
|---|---|---|
| Restricted Stock Units (RSUs) | $114,850 | Vests on 4th anniversary; dividend equivalents; change-in-control vesting on double-trigger; settlement deferral optional |
| Stock Options | $114,981 | 10-year term; 25% vest annually over 4 years; double-trigger change-in-control acceleration; standard post-termination rules |
Additional equity program details:
- Annual equity grants timed in January with U.S. employee grants; options priced at grant-date close; no backdating; no repricing .
- One-time RSU grant (~$200,000) upon initial board election (historical; not in 2024) .
Performance metrics: None disclosed for director equity (time-based vesting, not performance-conditioned) .
Total 2024 Director Compensation for Hobby:
| Fees Earned (Cash) | Stock Awards (RSUs) | Option Awards | All Other | Total |
|---|---|---|---|---|
| $110,000 | $114,850 | $114,981 | $40 | $339,871 |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Note |
|---|---|---|
| Hewlett Packard Enterprise Company | Customer/IT hardware company | No specific related-party transactions disclosed in TXN proxy; independence determinations reviewed business/charitable affiliations and transactions . |
| Integer Holdings Corporation | Medical device components | Same as above . |
Board service load: TXN guideline indicates directors should not serve on more than three other public company boards; Hobby serves on two, which complies with the guideline .
Expertise & Qualifications
- Audit/accounting and financial control expertise; strategic planning experience; senior management at global firm .
- TXN board skills matrix flags financial acumen and auditing/accounting for Hobby .
Equity Ownership
| Measure | Value / Detail |
|---|---|
| Shares beneficially owned | 7,125; <1% of class |
| Shares obtainable within 60 days | 3,637 (typically includes options exercisable within 60 days) |
| RSUs outstanding (shares) | 2,422 |
| Stock options outstanding (shares) | 10,194 |
| Pledged shares | None; policy prohibits pledging |
| Hedging policy | Hedging (puts/calls/derivatives) prohibited for directors |
Governance Assessment
- Board effectiveness: Hobby’s deep audit background and prior Audit Committee service (through April 2024) strengthen oversight of financial reporting, controls, and risk; her current GSR role engages her in board composition, governance practices, and succession planning .
- Independence and engagement: Formally independent; attended at least the minimum attendance threshold with all directors attending the annual meeting, supporting engagement with shareholders .
- Alignment and incentives: Director pay balanced between cash and equity; equity grants are time-vested RSUs and options (no performance metrics), aligning longer-term through ownership but with lower performance contingency than PSU structures seen elsewhere; hedging/pledging bans mitigate misalignment risk .
- Conflicts/related-party exposure: Board’s independence review covers business/charitable affiliations and transactions; Hobby’s continued independence coupled with explicit anti-pledging/hedging policies and GSR oversight reduces conflict risk. No specific related-party transactions involving Hobby are disclosed in the proxy .
- Shareholder sentiment context: Company’s 2024 say-on-pay approval was ~85%, indicating generally supportive investor views on compensation governance; while NEO-focused, it informs overall governance confidence in the board’s oversight .
RED FLAGS: None identified for Hobby in the proxy regarding attendance, pledging/hedging, related-party transactions, or excessive board commitments. Note that director equity is time-based rather than performance-conditioned, which some investors may view as weaker pay-for-performance alignment for directors (common market practice) .