Martin Craighead
Director at TXN
Board
About Martin Craighead
Martin S. Craighead, age 65, has served on Texas Instruments’ board for 7 years and is an independent director. He is the former chairman and CEO of Baker Hughes Inc. (2012–2017; chairman from 2013), later serving as vice chair of Baker Hughes, a GE company until 2019; prior roles include COO at Baker Hughes, with deep experience leading large industrial enterprises and capital/R&D decision-making .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Hughes Inc. | Chief Executive Officer; Chairman | CEO 2012–2017; Chairman 2013–2017 | Led large multinational industrial operations; significant capital and R&D investments |
| Baker Hughes, a GE company | Vice Chair | 2017–2019 | Post-merger leadership |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Emerson Electric Co. | Director | Current | Public company board experience |
| Ecovyst Inc. | Director | Within last 5 years (former) | Public company board experience |
Board Governance
- Independence: Board determined all directors except the executive chairman and CEO are independent; Craighead is independent .
- Committee assignments: Chair, Compensation Committee; not listed on Audit or GSR committees .
- Attendance: Board met 6 times; committees met 18 times; overall attendance ~93%. Each director attended ≥75% (except one new director at 70% due to conflicts); all directors attended the 2024 annual meeting .
- Lead Independent Director: Todd Bluedorn; duties include presiding over executive sessions and agenda approvals .
- Anti-hedging/pledging: TI policy forbids director hedging and pledging of TI stock .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual board retainer (cash) | $110,000 | Non-employee directors |
| Compensation Committee chair retainer | $25,000 | Chair fee |
| Total cash fees earned (Craighead) | $135,000 | Reported as “Fees Earned or Paid in Cash” |
| Other compensation (matching gifts + insurance) | $5,040 | $40 insurance + $5,000 TI Foundation matching gifts |
| Meeting fees | $0 | TI does not pay meeting fees |
Performance Compensation
| Award Type | Grant Year | Grant Date | Grant Date Fair Value | Shares/Units | Vest/Exercisability | Change-in-Control Terms |
|---|---|---|---|---|---|---|
| Director RSUs (annual) | 2024 | Jan 2024 (board-timed) | $114,850 | N/A (aggregate value) | RSUs vest on 4th anniversary; dividend equivalents paid; settlement deferrable | |
| Director Stock Options (annual) | 2024 | Jan 2024 (board-timed) | $114,981 | N/A (aggregate value) | Options exercisable in 4 equal annual installments starting 1st anniversary; 10-year term | |
| RSUs (Craighead outstanding) | As of 12/31/2024 | — | N/A | 2,422 RSUs | Vests per four-year schedule | |
| Options (Craighead outstanding) | As of 12/31/2024 | — | N/A | 18,637 options | Per director plan terms | |
| RSU Award (Form 4) | 2025 | 01/27/2025 | $0 (reported as award) | 614 RSUs | Standard director RSU terms per plan | |
| Option Award (Form 4) | 2025 | 01/27/2025 | $0 (reported as award) | 2,551 options | Exercisable in 4 equal annual installments beginning 01/27/2026; expires 01/27/2035 | |
| One-time RSU at initial election | Upon joining | — | ~$200,000 | N/A | Standard plan terms | One-time on initial board election |
| CIC Acceleration (Director awards) | — | — | — | — | Director RSUs vest and options become fully exercisable upon termination of service following a change in control (Director Plan) |
TI’s director equity program is tenure/retention-oriented; there are no disclosed performance metrics (e.g., TSR targets) tied to director awards .
Other Directorships & Interlocks
| Company | Relationship to TXN | Note |
|---|---|---|
| Emerson Electric Co. | Included in TXN’s 2024 Comparator Group for executive compensation benchmarking | Comparator group used for pay decisions; Craighead chairs TXN’s Compensation Committee; consultant independence affirmed |
| Ecovyst Inc. | No disclosed related-party exposure with TXN | Prior public board service |
Expertise & Qualifications
- Executive leadership of a large multinational industrial company; capital and R&D decision-making experience .
- Financial acumen and manufacturing/end-market knowledge; board service at other major corporations .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned (12/31/2024) | 35,300 | <1% of class; none pledged |
| Shares obtainable within 60 days (options) | 12,080 | Included in beneficial ownership |
| RSUs (shares) | 2,422 | Included in table of director RSUs |
| Deferred comp stock units | Not listed for Craighead | No entry for Craighead in deferred stock unit column |
| Anti-pledging | Not pledged | Company policy prohibits pledging; disclosure notes no pledges |
Insider Trades (Form 4)
| Date | Security | Action | Quantity | Price/Terms |
|---|---|---|---|---|
| 01/24/2024 | Common Stock | Award (RSUs) | 686 | $0; under Director Compensation Plan |
| 01/27/2025 | Common Stock | Award (RSUs) | 614 | $0; award of restricted stock units |
| 01/27/2025 | NQ Stock Option | Award | 2,551 | Exercise price $187.03; exercisable in 4 annual installments; expires 01/27/2035 |
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Composition | Craighead (Chair), Blinn, Cox, Kirk (since Apr 27, 2023) |
| Meetings | 5 meetings in 2024; reports activities to the board |
| Consultant | Pearl Meyer retained for 2024; committee policy on consultant independence; determined independent, no conflicts in 2024 |
| Process | Holistic, multi-step review; sets executive compensation; authority to retain advisors; considers clawback policy |
Say-on-Pay & Shareholder Feedback
- April 2024 advisory vote approval: ~85% support; committee did not make material changes based on the vote .
Governance Assessment
- Strengths:
- Independent director, chairs Compensation Committee; robust consultant independence process; clawback policy adopted; anti-hedging/anti-pledging policies apply to directors and executives .
- Consistent board/committee attendance; all directors attended the annual meeting; clear lead director structure supporting independent oversight .
- Director pay structured with modest cash retainers and time-based equity; no performance metric manipulation risk for directors; equity vests over four years and options spread vesting, encouraging long-term alignment .
- Potential watchpoints:
- Interlock consideration: Craighead serves on Emerson Electric’s board, and Emerson is in TXN’s executive compensation Comparator Group; as Comp Committee chair, oversight depends on consultant independence and committee judgment; 2024 consultant independence affirmed, mitigating risk .
- No disclosed related-party transactions or pledging; Section 16(a) delinquency disclosures did not identify Craighead, indicating timely compliance .
Overall signal: Craighead’s industrial leadership and Compensation Committee chair role support board effectiveness; consultant independence and strong governance policies reduce conflict risk; monitoring comparator group dynamics remains prudent .