Mark Blinn
Director at TXN
Board
About Mark Blinn
Independent director of Texas Instruments (TI) with 12 years of board tenure and age 63, bringing CEO/CFO experience in industrial manufacturing and a legal background emphasizing audit and financial control matters . Former CEO and President of Flowserve (2009–2017) and CFO (2004–2009), with prior senior finance roles at FedEx Kinko’s and Centex and prior practice as an attorney; current public boards include Emerson Electric Co., Globe Life Inc., and Leggett & Platt, Incorporated . The board has determined he is independent (Templeton and Ilan are the exceptions) and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flowserve Corporation | Chief Executive Officer & President | 2009–2017 | Led a large, multinational manufacturer; significant capital and R&D investments; audit/financial controls appreciation |
| Flowserve Corporation | Chief Financial Officer | 2004–2009 | Finance leadership and controls |
| FedEx Kinko’s Office and Print Services, Inc. | Senior finance positions | Not disclosed | Finance leadership |
| Centex Corporation | Senior finance positions | Not disclosed | Finance leadership |
| Legal practice | Attorney | Not disclosed | Represented financial institutions, foreign corporations, insurance companies |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Emerson Electric Co. | Director | Current | Not disclosed |
| Globe Life Inc. | Director | Current | Not disclosed |
| Leggett & Platt, Incorporated | Director | Current | Not disclosed |
| Kraton Corporation | Director | Prior (last five years) | Not disclosed |
Board Governance
- Committee assignments: Member, Compensation Committee; not a chair; compensation committee members (since Apr 27, 2023): Craighead (chair), Blinn, Cox, Kirk .
- Independence: Board determined Blinn is independent; independence standards and review of affiliations disclosed (Templeton and Ilan are non-independent) .
- Attendance: Board held 6 meetings and committees 18 in 2024; overall attendance ~93%; each director ≥75% except DesRoches (70% due to scheduling conflict) . Directors encouraged to attend annual meeting; all directors attended in 2024 .
- Engagement and process: Compensation committee met 5 times in 2024, retained Pearl Meyer as independent consultant; no conflicts identified .
- Lead Independent Director: Todd Bluedorn (not Blinn) .
Fixed Compensation
| Item (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Stock Awards (grant-date fair value, RSUs) | $114,850 |
| Option Awards (grant-date fair value) | $114,981 |
| Non-Equity Incentive Plan Compensation | — |
| Change in Pension Value & Non-qualified Deferred Comp Earnings | — |
| All Other Compensation | $40 |
| Total | $339,871 |
Compensation program terms for non-employee directors (2024):
- Annual retainer: $110,000; no meeting fees; reimbursement for travel/lodging; may travel on company aircraft to/from meetings .
- Additional retainers: $40,000 lead director; $35,000 audit chair; $25,000 compensation chair; $20,000 GSR chair .
- One-time RSU grant ~$200,000 upon initial election .
- $1,000 per day for designated activities by the chairman .
Performance Compensation
| Element | 2024 Grant-Date Value | Outstanding Shares (12/31/2024) | Vesting Schedule | Dividend Equivalents | Change-in-Control Terms |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | $114,850 | 11,693 | RSUs vest on 4th anniversary of grant; settle even if not on board at vest date if 8 years’ service or termination due to death/disability/ineligibility under by-laws; directors may elect to defer settlement | Paid at same rate as TI dividends; may be deferred | Vest upon a change in control as defined in Director Plan (single trigger) |
| Stock Options (Non-Qualified) | $114,981 | 10,194 | 10-year term; become exercisable in four equal annual installments beginning on first anniversary | Not applicable | Become fully exercisable upon termination of service following a change in control (double trigger) |
Additional notes:
- Annual grants timed to occur in January alongside U.S. employee grants .
- Directors are not paid meeting fees; reimbursements provided .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Emerson Electric Co.; Globe Life Inc.; Leggett & Platt, Incorporated |
| Prior public boards (last five years) | Kraton Corporation |
| Potential conflicts | Board’s independence review covers business/charitable affiliations and family; Blinn deemed independent; no related-party transactions disclosed specific to directors . |
| Hedging/Pledging policy | TI prohibits directors from hedging and pledging TI stock . |
Expertise & Qualifications
- Executive leadership of large, multinational manufacturer; responsibility for significant capital and R&D investments .
- Keen appreciation for audit and financial control matters; financial acumen and auditing/accounting expertise .
- Regulatory/legal experience from prior legal practice .
- Skills matrix indicates independence, multinational experience, executive leadership, technology/R&D, manufacturing, end-market knowledge, regulatory/legal, auditing/accounting, and sustainability competency; tenure 12 years; age 63 .
Equity Ownership
| Category | Shares | Percent of Class |
|---|---|---|
| Beneficially owned (12/31/2024) | 40,362 (includes 13,846 held in a trust with shared voting/investment power) | Less than 1% |
| Shares obtainable within 60 days | 3,637 | — |
| RSUs (shares) | 11,693 | — |
| Shares credited to deferred compensation accounts | 10,586 | — |
| Pledged shares | None; no director or executive officer has pledged TI stock |
Ownership alignment:
- RSUs and directly owned shares count toward director holdings; settlement deferral election available; dividend equivalents paid on RSUs .
Governance Assessment
- Strengths: Independent director with deep CEO/CFO industrial experience and legal background; active role on compensation committee (5 meetings in 2024) and co-signer of Compensation Committee report; board attendance robust (~93% overall) and directors encouraged/attending annual meeting .
- Alignment: Material equity mix (RSUs/options) with time-based vesting and dividend equivalents supports long-term alignment; no pledging or hedging permitted by policy .
- Pay structure signals: TI grants both RSUs and 10-year options to directors with balanced grant values (~$115k each in 2024); options vest over 4 years; RSUs vest at 4 years—providing sustained exposure to shareholder outcomes .
- Change-in-control terms: RSUs vest upon change in control (single trigger), while options require termination following change in control (double trigger)—a mixed protection structure for director equity .
- RED FLAGS: None disclosed regarding related-party transactions, pledging, or hedging; independence affirmed; attendance threshold met (≥75%) .