Pamela Patsley
Director at TXN
Board
About Pamela Patsley
Pamela H. Patsley is an independent director at Texas Instruments (TI), serving on the board for 21 years; she is 68 years old. Her background includes chair/CEO leadership at MoneyGram International, senior roles at First Data and Paymentech, CFO of First USA, and an early career as an auditor, giving her deep financial controls and payments industry expertise . She is independent under TI’s standards, with all directors except the CEO and Executive Chair deemed independent . In 2024, she met the board’s attendance threshold (≥75%) and attended the annual meeting (all directors did) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MoneyGram International, Inc. | Chairman & CEO (2009–2015); Executive Chair (2015–2018) | 2009–2018 | Led global payments firm; brings financial control and technology oversight to TI board |
| First Data Corporation | Senior Executive Vice President | N/D | Payments/processing leadership experience |
| Paymentech, Inc. | Chief Executive Officer | N/D | Operating leadership in payments |
| First USA, Inc. | Chief Financial Officer | N/D | Extensive finance/audit credentials |
| Public accounting | Auditor | Early career | Audit/accounting foundation |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Hilton Grand Vacations Inc. | Director | Current | Public company board |
| Keurig Dr Pepper Inc. | Director | Current | Public company board |
| Payoneer Global Inc. | Director | Current | Public company board |
| ACI Worldwide, Inc. | Director | Prior (last 5 years) | Public board experience |
Board Governance
- Committee assignments: Governance & Stockholder Relations (GSR) Committee member; not a chair. GSR members since Apr 25, 2024: Bluedorn (Chair), Hobby, Patsley; previously: Bluedorn (Chair), Patsley, Sanchez .
- Independence: Independent director (only Templeton and Ilan are not independent) .
- Attendance: Each director attended ≥75% of combined board and relevant committee meetings in 2024; overall attendance 93%; all directors attended the annual meeting .
- Tenure and age: 21-year tenure; age 68 .
- Lead Independent Director: Todd Bluedorn; presides over executive sessions and key agenda-setting duties .
Fixed Compensation (Non-Employee Director)
| Component | Policy / 2024 Rate | Pamela Patsley 2024 | Notes |
|---|---|---|---|
| Annual retainer (cash) | $110,000 | $123,333 | Retainers for chairs/lead director add-ons; no meeting fees |
| Lead director fee | $40,000 | — | Not applicable |
| Committee chair fees | Audit $35k; Comp $25k; GSR $20k | — | Not a chair |
| Equity – annual RSUs | ~$115,000 grant-date value | $114,850 | RSUs vest at 4-year cliff; dividend equivalents; deferrable |
| Equity – annual options | ~$115,000 grant-date value | $114,981 | 10-year term; vest 25% annually (4 years) |
| Other | $1,000/day for designated activities | — | As needed |
| All other comp | — | $30,040 | $40 travel insurance + $30,000 TI Foundation matching gifts |
Total 2024 director compensation: $383,204 (Fees $123,333; RSUs $114,850; Options $114,981; Other $30,040) .
Performance Compensation
Directors do not receive cash performance bonuses; equity is time-vested, not tied to performance metrics. Key equity grant details and terms:
| Grant date | Vehicle | Shares / Units | Exercise Price | Grant-date Fair Value | Vest/Term |
|---|---|---|---|---|---|
| 2024-01-25 | RSU (annual) | 686 shares | N/A | $114,850 | 4-year cliff; dividend equivalents; double-trigger CIC |
| 2024-01-25 | NQ Stock Options (annual) | 3,066 options | $167.42 | $114,981 | 10-year term; 25%/yr over 4 yrs; double-trigger CIC |
| 2025-01-27 | Common stock award | 614 shares | N/A | N/D (2025 Form 4 report) | As per Director Plan; RSU/stock unit programs |
| 2025-01-27 | NQ Stock Options (annual) | 2,551 options | $187.03 | N/D (2025 Form 4) | 10-year term; standard vesting |
Notes:
- Equity program for directors: annual option plus RSU grants (~$115k each), January timing; initial one-time RSU ($~200k) upon first election; options accelerate only with double-trigger change in control .
- Hedging and pledging prohibited for directors; policy bars options/hedges and pledging of TI stock .
Other Directorships & Interlocks
- Current public boards: Hilton Grand Vacations, Keurig Dr Pepper, Payoneer Global .
- No compensation committee interlocks: TI’s comp committee consisted of Craighead (Chair), Blinn, Cox, Kirk; no interlocks or related-person transactions under Item 404; Patsley is not on this committee .
Expertise & Qualifications
- Executive leadership of a large multinational (MoneyGram), with keen appreciation for audit, financial control, and technology matters .
- Board matrix shows financial acumen, technology exposure, and long tenure contributing to governance continuity; tenure 21 years; age 68 .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (12/31/2024) | 109,079 shares | As reported in proxy |
| Ownership as % of shares outstanding | ~0.012% | 109,079 / 909,917,820 shares outstanding (Feb 20, 2025) |
| Shares obtainable within 60 days (options) | 16,386 | Reflects near-term exercisable options |
| RSUs (unsettled) | 4,422 | Director RSUs; settlement per plan |
| Deferred compensation stock units | 59,345 | Issued after service termination |
| Pledging | None | Company states no director has pledged TI stock; hedging/pledging prohibited |
Insider Trades (2024–2025)
Note: “Stock Units” reflect quarterly dividend-equivalent accruals within the director deferral program; RSUs pay dividend equivalents at the common dividend rate .
Governance Assessment
- Board effectiveness and engagement: Patsley maintains strong attendance, long experience at TI, and relevant financial and technology oversight credentials. As a GSR member, she helps oversee governance policies, board composition, succession planning, conflicts oversight, and shareholder engagement—areas central to investor confidence .
- Independence and conflicts: Independent by TI’s standards; no pledging; hedging/pledging prohibited; no related-party transactions disclosed involving her –.
- Compensation alignment: Director pay mix is balanced between cash and long-term equity (options plus RSUs). Options introduce performance sensitivity to stock price, while 4-year cliff RSUs support retention; both are double-trigger on change in control, a shareholder-friendly term. Her 2024 total of $383k aligns with TI’s disclosed program and roles (not a chair/lead) .
- Ownership and signals: Beneficial holdings of 109,079 shares plus deferred stock units and RSUs indicate meaningful skin-in-the-game; no pledging. 2024 option exercises with same-day sales are common liquidity events for long-tenured directors and not inherently a red flag; ongoing quarterly stock unit accruals reflect standard dividend-equivalent accruals under the plan .
- Shareholder sentiment context: Company say-on-pay support ~85% in April 2024 suggests generally constructive investor engagement with TI’s compensation governance framework (note: executive compensation vote) .
RED FLAGS: None identified in filings—no related-party transactions, no hedging/pledging, and adequate attendance. Long tenure (21 years) can raise refreshment questions, but TI balances tenure across the board and enforces age-based retirement at 75; board conducts annual evaluations led by GSR .