Katie Kane
Senior Vice President, Secretary and General Counsel at TXN
Executive
About Katie Kane
Katie Kane is Senior Vice President, Secretary and General Counsel of Texas Instruments (TI); she is 40 years old and was designated an executive officer in 2024. TI’s performance framework for executive pay assesses one- and three-year revenue growth, operating profit margin, total shareholder return (TSR), and strategic progress; for 2024, TI reported revenue down 10.7%, operating profit margin of 34.9%, and one-year TSR of 13.1% with bonuses reduced 5% year over year, reflecting holistic assessment versus peers and strategy execution . TI prohibits pledging and hedging of company stock by executive officers and requires pre-clearance of trades, aligning legal and governance oversight with ownership discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Instruments | Senior Vice President, Secretary & General Counsel | 2024–present | Principal corporate officer overseeing legal, governance, and corporate secretary functions; signs company SEC and proxy filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external directorships or public company board roles disclosed in TI’s 2025 proxy/10-K |
Fixed Compensation
- TI targets executive base salaries around market median considering role scope and tenure; no employment contracts and no guaranteed salary increases for executive officers .
- Profit sharing is broad-based and formulaic for all employees including executive officers; in 2024, operating margin of 34.9% produced profit sharing of 19.9% of base salary (paid shortly after year-end) .
- Benefits and perquisites for executives are largely the same as for U.S. employees; limited perquisites (e.g., executive physicals, financial counseling; personal aircraft use is limited to CEO for security reasons) with no tax gross-ups .
- TI’s recoupment (clawback) policy requires recovery of incentive-based compensation for restatements and allows discretionary recovery in cases of fraud or willful misconduct .
Profit Sharing Formula and 2024 Outcome
| Item | Formula/Policy | 2024 Outcome |
|---|---|---|
| Profit Sharing | Paid in cash; 0% if OP margin <10%; 2% at 10%; +0.5% per point up to 24%; +1% per point above 24%; max 20% of base | Operating margin 34.9% → 19.9% of base salary for all eligible employees, including executive officers |
Performance Compensation
TI’s annual executive bonuses are determined holistically (no fixed weights/formulas) based on one- and three-year performance versus Semiconductor Peers and absolute results, plus strategic progress.
| Metric | Approach | 2024 Actual | Payout Note |
|---|---|---|---|
| Revenue growth (YoY) | Relative and absolute vs peers | -10.7% | Part of holistic assessment; bonuses down 5% YoY across executive officers |
| Operating profit margin | Relative and absolute vs peers | 34.9% | Above-median vs peers; informs bonus judgment |
| Total Shareholder Return (TSR) | Relative and absolute vs peers | 13.1% | Above-median vs peers; bonuses still down 5% YoY |
| Strategic progress | Manufacturing, customer reach, portfolio; ESG | Strengthened position | Qualitative assessment supports long-term focus |
- Bonuses are determined and paid after fiscal year-end (February 2025 for 2024 performance) .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; other executive officers (including General Counsel) 3x base salary; five years to reach compliance; hedging and short sales prohibited; pledging of TI stock by executive officers is prohibited .
- Equity grant structure for executives: mix of non-qualified stock options and RSUs generally targeted at market median; RSUs have four-year cliff vesting; options have 10-year term and typically vest 25% per year starting first anniversary; no option repricing; double-trigger change-in-control applies (accelerated vesting only if involuntarily terminated within 24 months after a change-in-control) .
- Ownership disclosure: TI provides aggregate security ownership tables for directors and named executive officers; no individual beneficial ownership line for Ms. Kane in the 2025 proxy; TI publishes Forms 3/4/5 on its IR website (indicating ongoing disclosure), and prohibits pledging for executive officers .
Key Equity Terms (applies to executive officers)
| Component | Term | Notes |
|---|---|---|
| RSUs | Four-year cliff; dividend equivalents paid in cash; vest continues upon retirement eligibility (to scheduled date) | Aligns retention and shareholder returns; conforms to double-trigger CIC |
| Options | 10-year term; vest 25% annually from first anniversary; retirement/disability keeps unexercisable portion vesting; 30-day post-termination exercise window otherwise | Exercise price = closing price at grant date; no repricing |
| Change-in-control | Double-trigger (accelerates only on involuntary termination within 24 months post-CIC) | No single-trigger acceleration for post-2009 grants |
| Hedging/pledging | Prohibited for directors and executive officers | Enhances alignment and reduces risk |
Employment Terms
- No employment contracts for executive officers; compensation not guaranteed; executive officers receive separation benefits largely on same terms as other U.S. employees; separation agreements may include 12-month paid leave in exchange for non-compete/non-solicit and claims release, with equity continuing to vest; for certain cases, “bridge to retirement” unpaid leave until age 55 with continued service credit .
- Double-trigger change-in-control treatment for equity awards; pension and deferred compensation provisions follow company plans; TI does not reimburse excise taxes related to change-in-control payments .
- Insider trading policy imposes trading windows, special blackout periods for those with MNPI, and pre-clearance for executive officers .
Performance & Track Record (Company context relevant to compensation)
| Period | Revenue Growth | Operating Profit Margin | TSR |
|---|---|---|---|
| 2024 (YoY) | -10.7% | 34.9% | 13.1% |
| 2022–2024 (3-year) | -5.2% CAGR | 43.1% average | 2.7% CAGR |
- Strategic progress included continued investment in 300mm wafer fabs (RFAB2, LFAB1, SM1/SM2, LFAB2) and deeper direct customer relationships (~80% direct revenue), supporting long-term free cash flow per share growth .
Compensation Peer Group (Benchmarking)
TI uses a Comparator Group to set market medians for salary and equity and a Semiconductor Peers set for performance assessment.
- Comparator Group used for 2024 decisions (revised July 2024): 3M, Analog Devices, Applied Materials, Broadcom, Cisco, Corning, Emerson, Honeywell, Intel, Lam Research, Medtronic, Micron, Motorola Solutions, NXP, Qualcomm, TE Connectivity, Thermo Fisher, Advanced Micro Devices; TI comparison shown for revenue and market cap .
- Semiconductor Peers used to assess relative performance: AMD, Analog Devices, Broadcom, Infineon, Intel, Marvell, Microchip, NVIDIA, NXP, ON, Qorvo, Qualcomm, Renesas, Skyworks, STMicroelectronics .
Say‑on‑Pay & Shareholder Feedback
- April 2024 advisory vote on executive compensation received approximately 85% support; the compensation committee maintained policies and practices consistent with shareholder expectations .
- April 17, 2025 meeting: advisory vote results were 648,369,929 For, 95,514,709 Against, 1,502,643 Abstentions (broker non-votes 65,641,693), reflecting continued shareholder support for TI’s executive compensation program .
Equity Ownership & Pledging Policy (Alignment safeguards)
- TI’s corporate governance policies prohibit executive officers from hedging TI stock, short sales, and pledging TI shares; executive officers must pre-clear trades, reinforcing alignment with long-term shareholders .
Investment Implications
- Pay-for-performance architecture is judgment-based rather than formulaic, linking annual bonuses to multi-dimensional outcomes (revenue, margins, TSR, strategy), which reduces gaming of targets and aligns with long-term manufacturing investments and customer reach; 2024 executive bonuses decreased 5% YoY despite above-median margin/TSR, signaling discipline in cash pay relative to softer top-line conditions .
- Equity structure (four-year cliff RSUs; annual-vesting options; double-trigger CIC; clawbacks; no repricing; anti-hedging/pledging) supports retention and shareholder alignment, suggesting lower near-term insider selling pressure outside scheduled vesting/trading windows and mitigating change-in-control windfalls .
- Ownership guidelines (3x salary for non-CEO executive officers) and disclosure controls (pre-clearance, blackout periods) constrain opportunistic trading; absence of tax gross-ups and limited perquisites are shareholder-friendly features .
- Given Ms. Kane’s role as General Counsel and corporate secretary, adherence to TI’s stringent insider trading and governance policies is central; while her individual grant/ownership details are not disclosed in the 2025 proxy, the company-wide structures imply strong alignment and moderate retention risk under current conditions .