Rafael Lizardi

About Rafael Lizardi

Rafael Lizardi is Senior Vice President and Chief Financial Officer of Texas Instruments; he is age 52 and has served as an executive officer for more than five years . TI’s 2024 performance under his finance leadership saw revenue decline 10.7% with operating margin at 34.9% and one-year TSR of 13.1%, above median vs Semiconductor Peers . Over 2020–2024, TI’s revenue and EBITDA trended down from the 2022 cycle peak, reflecting industry conditions and elevated depreciation from capacity investments (see table below; values from S&P Global). In committee assessment of 2024 bonuses, the board specifically noted Lizardi’s “financial management of the company” .

TXN multi-year fundamentals (USD millions) – Values retrieved from S&P Global

Metric	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Revenues	$14,461*	$18,344*	$20,028*	$17,519*	$15,641*
EBITDA	$6,658*	$9,919*	$11,277*	$8,490*	$6,858*

Disclaimer: Values retrieved from S&P Global*

Fixed Compensation

Multi-year cash compensation (named executive officer disclosures)

Component	2022	2023	2024
Salary ($)	$767,500	$806,667	$842,083
Bonus ($)	$1,210,000	$1,090,000	$1,035,000
Profit Sharing ($)	$153,500	$161,333	$167,911
Perquisites + Personal Benefits ($)	$124,280	$136,074	$18,289 (financial counseling, executive physical)

Program features and policies

Profit sharing formula common to all employees, based on company operating margin (19.9% of base salary paid for 2024 at 34.9% OPM) .
No employment contracts; no guaranteed raises/bonuses/equity; no tax gross-ups for perquisites .
Deferred compensation: 2024 executive contributions $67,367; company contributions $99,322; aggregate year-end balance $585,181 .

Performance Compensation

2024 annual incentive approach and outcomes (committee judgment; no formulaic weights)

Metric	Committee Framework	2024 Actual (Absolute)	2024 Relative vs Semi Peers	Payout Determination
Revenue Growth	1-yr and 3-yr absolute and relative	-10.7%	Below median	Holistic; NEO bonuses down 5% YoY
Operating Profit Margin	1-yr and 3-yr absolute and relative	34.9%	Above median	Supports payout despite revenue decline
Total Shareholder Return (TSR)	1-yr and 3-yr absolute and relative	13.1%	Above median	Supports payout
Strategic Progress (manufacturing, channels, portfolio)	Qualitative judgment	Strengthened strategic position (300mm capacity, direct channel reach ~80%)	Not rated	Supports payout

Resulting CFO bonus for 2024 performance: $1,035,000 (paid Feb 2025) .
Comparator Group methodology: equity targeted ~market median; broad group updated July 2024 (added AMD, Lam Research, NXP; removed Accenture, NVIDIA, Western Digital) .
Performance process: Committee uses hindsight assessment over 1- and 3-year windows; no preset targets or weights; clawback applies (Dodd-Frank, 3-year restatement window; fraud/misconduct at committee discretion) .

2024 equity grants (grant date Jan 25, 2024; equal split RSUs/options; CFO)

Type	Grant Date	Shares	Grant-Date Fair Value ($)	Exercise Price	Vesting	Expiration
Options	1/25/2024	63,997	$2,400,021	$167.42	25% on 1/25/2025; then 1/3 of remaining on 1/25/2026, 1/25/2027, 1/25/2028	1/25/2034
RSUs	1/25/2024	14,336	$2,400,133	n/a	Cliff vest 1/31/2028	n/a

Outstanding award schedules (as of 12/31/2024)

RSU vest dates: 1/31/2025 (9,751), 1/30/2026 (10,869), 1/29/2027 (13,786), 1/31/2028 (14,336) .
Options outstanding (selected grants): 2021 grant (30,405 exercisable; 10,136 unexercisable; $169.23; fully exercisable 1/28/2025) ; 2022 grant (23,867/23,867 at $174.81; half became exercisable 1/27/2025; remainder 1/27/2026) ; 2023 grant (12,956/38,868 at $174.10; 1/26/2025, 1/26/2026, 1/26/2027) ; 2024 grant as above.

2024 realizations (selling/vesting pressure signal)

Options exercised: 46,917 shares; value realized $5,215,523 .
RSUs vested: 12,642 shares; value realized $2,048,636 .
Late Section 16(a) report: one late filing for an option exercise and sale (administrative error) .

Equity Ownership & Alignment

Beneficial ownership and alignment policies

Item	Detail
Beneficial shares	239,845 shares (CFO)
Shares outstanding	909,917,820 (record date 2/20/2025)
Ownership %	~0.026% (computed from , )
Shares obtainable within 60 days	131,790 (options)
Unvested RSUs	48,742 shares (aggregate RSUs)
Hedging/short selling	Prohibited for all employees/directors
Pledging	Prohibited; none pledged by directors/executive officers
Stock ownership guideline	3× base salary for executive officers; 5 years to comply; RSUs count

Employment Terms

No employment contract; executives eligible for standard benefits and programs similar to other U.S. employees .
Change-in-control: Double-trigger for post-2009 equity awards (accelerates only if involuntarily terminated within 24 months of a change in control) .
Termination programs: Potential paid leave of up to 12 months under separation agreements in exchange for non-compete/non-solicit and release; “bridge to retirement” unpaid leave possible to age 55 for eligible executives; options continue to vest and RSUs remain in effect during such leave .
Severance multiples (salary+bonus): Not disclosed.
Pension/SERP: Not a participant in TI’s defined benefit plans (post-1997 hires); receives defined contribution benefits and may defer compensation .
Clawback: Mandatory recovery for restatements (3 fiscal years); committee discretion for fraud/misconduct .

Compensation Structure Context

Mix trends: Equity targeted at market median; RSUs with 4-year cliff vest for retention; options enhance performance orientation (value only if stock rises) .
Peer group and pay philosophy: Comparator Group reviewed annually; 2024 equity calibrated to market median; bonuses calibrated versus peer performance and strategic progress .
Say-on-pay: 85% approval in April 2024; committee made no material changes .
Consultant: Pearl Meyer; committee assessed independence/no conflicts .

Board Governance Linkages

Compensation Committee: Martin Craighead (Chair), Mark Blinn, Carrie Cox, Ronald Kirk; independent; five meetings in 2024 .
Policies: No hedging/pledging; insider-trading policy with pre-clearance for executive officers; robust governance and GSR oversight .

Performance & Track Record Signals

CFO capital allocation and FCF posture: Lizardi reiterated goal to return all free cash flow via dividends/buybacks, with buybacks moderated during peak CapEx; open to M&A if strategically sound; highlighted CHIPS Act benefits (ITC 35% update; ~$1.6B grants) .
Operational guidance: 2025 CapEx ~$5B; 2026 $2–$5B dependent on revenue growth; 2025 depreciation $1.8–$2.0B; 2026 $2.3–$2.7B, likely lower end .
Cycle posture: Inventory and utilization managed to support wide range of recovery scenarios; gross margins influenced by depreciation and utilization; emphasized long-term FCF/share narrative .
Certifications: SOX 302/906 certifications on 10-K and 10-Q filings (2024 10-K; Q2 and Q3 2025) .

Investment Implications

Alignment: Strong no-hedging/no-pledging rules, ownership guidelines (3× salary), and double-trigger equity terms limit misalignment or opportunistic acceleration risk .
Selling pressure: 2024 exercises and vesting were sizable ($7.26M value realized), typical for maturities; one late Form 4 filing appears administrative rather than systematic; monitor Form 4 cadence and scheduled vest events into 2025–2028 .
Pay-for-performance: Bonus down 5% YoY despite above-median OPM/TSR—committee judgment aligns payouts with mixed revenue trends and strategic progress, supporting pay discipline .
Retention/CoC: No employment contract or severance multiples, but separation programs (paid leave + covenants) and four-year cliff RSUs contribute to retention and staggered vesting; equity accelerates only on involuntary termination post-CoC, lowering immediate deal windfalls .
Capital strategy: Elevated CapEx/depreciation create near-term margin headwinds; CFO guidance and CHIPS incentives improve medium-term FCF leverage as projects ramp—key to the equity thesis .