Reginald DesRoches
Director at TXN
Board
About Reginald DesRoches
Reginald DesRoches is an independent director of Texas Instruments (TI), serving since March 1, 2024; he is 57 years old with 1 year of board tenure as of the proxy filing and is President of Rice University and a professor of engineering, bringing technology and large institution leadership expertise to TI’s board . In 2024 he attended 70% of board and relevant committee meetings due to a pre-existing scheduling conflict affecting two meeting days; overall board and committee attendance was ~93% . TI’s board determined all directors except the executive chairman and CEO are independent; DesRoches is independent under Nasdaq and TI’s guidelines, which also prohibit hedging and pledging of TI stock by directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rice University | President | Since 2022 | Led a large, globally recognized research university; responsible for significant capital and R&D investments; technology expertise |
| Rice University | Howard Hughes Provost | 2020–2022 | Senior academic and administrative leadership |
| Rice University | William and Stephanie Sick Dean of Engineering | 2017–2020 | Engineering leadership; technology focus |
| Georgia Tech | Chair, School of Civil and Environmental Engineering | Prior to 2017 (dates not disclosed) | Academic department leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Brandywine Realty Trust | Director | Current (as of proxy) | Public company directorship |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (board determined all directors are independent except Templeton and Ilan) |
| Years of Service | 1 year as of the filing; elected effective March 1, 2024 |
| Committee Assignments | Audit Committee member (since March 1, 2024; composition revised April 25, 2024: Clark (Chair), DesRoches, Farmer, Sanchez) |
| Committee Chair Roles | None (Audit Committee chair is Janet Clark) |
| Board Meeting Attendance | 70% in first year, due to a pre-existing scheduling conflict affecting two days of meetings; overall board/committee attendance ~93% |
| Board Leadership | Lead Director: Todd Bluedorn; independent directors hold executive sessions at each board meeting |
| Annual Meeting Attendance | All directors attended the 2024 annual meeting |
Fixed Compensation
| Component | TI Director Program Terms | DesRoches 2024 Actual |
|---|---|---|
| Annual Cash Retainer | $110,000 for board and committee service | $91,667 (partial year from March 1, 2024) |
| Lead Director Retainer | +$40,000 (if applicable) | N/A (not Lead Director) |
| Committee Chair Retainers | Audit Chair +$35,000; Compensation Chair +$25,000; GSR Chair +$20,000 | N/A (not a chair) |
| Meeting Fees | None; travel/lodging reimbursed; may travel on company aircraft to/from meetings | Not separately disclosed |
| Other Designated Activities | $1,000 per day for chairman-designated activities | Not disclosed |
| All Other Compensation | Insurance premiums ($40 per director) and TI Foundation matching gifts (variable by director) | $22,540 (includes $22,500 TI Foundation matching gifts) |
Performance Compensation
| Component | Detail | DesRoches 2024 |
|---|---|---|
| Annual Equity Grants | 10-year stock option ($115,000 grant-date value, Black-Scholes) + RSUs ($115,000 grant-date value); annual grants in January; options vest 25% annually over 4 years; RSUs cliff-vest after 4 years; double-trigger change-in-control acceleration (vesting only if terminated following a change in control) | Not granted options in 2024; RSU grant $199,957 (reflects one-time ~$200,000 RSU upon initial election) |
| Dividend Equivalents on RSUs | Paid at the same rate as TI’s common stock dividends; settlement may be deferred by director | Eligible per plan |
| Deferral Options | Directors may defer cash and RSU settlement; 2024 cash deferrals accrue at 5.36% interest; excess over federal rate was 0.43% | Not disclosed for DesRoches |
Other Directorships & Interlocks
| Company | Relationship to TI | Notes |
|---|---|---|
| Brandywine Realty Trust | No customer/supplier relationship disclosed | Board independence review covers business/charitable affiliations and transactions; TI applies materiality thresholds (greater of $200,000 or 2% of recipient’s revenues) in independence standards |
Expertise & Qualifications
- Management of a large, internationally recognized research university; responsible for significant capital and R&D investments; strong technology appreciation .
- Contributes technology, R&D and sustainability perspectives; board matrix confirms technology/R&D and sustainability experience .
Equity Ownership
| Category | Amount |
|---|---|
| RSUs Outstanding (Dec 31, 2024) | 1,169 shares |
| Options Outstanding (Dec 31, 2024) | None |
| Hedging/Pledging | Prohibited for directors and executive officers under TI policy |
Governance Assessment
- Audit Committee engagement: DesRoches joined the Audit Committee in 2024; the committee oversees financial reporting, internal controls, risk management including cybersecurity and environmental risks, compliance/ethics, and meets regularly (7 meetings in 2024) with designated financial experts and independence standards; this supports robust oversight but requires continued attendance and engagement from new members .
- Attendance RED FLAG (mitigated): 70% attendance in his first year due to a pre-existing conflict; while explained, it falls below TI’s 75% guideline and peers’ expectations—investors should monitor improvement in 2025 .
- Independence and conflicts: Board designated him independent and applies strict independence criteria, including thresholds on transactions/charitable contributions and prohibitions on hedging/pledging; the GSR committee monitors potential conflicts and director compensation .
- Director pay structure and alignment: Cash retainer with time-vested RSUs and options, initial RSU ~$200,000 at onboarding, no meeting fees, travel reimbursement, and available deferrals with market-based interest; equity is long-dated and double-trigger CIC, aligning with long-term shareholder interests and avoiding problematic practices (no option repricing; clawback policy exists) .
- Shareholder sentiment: Say-on-pay support was ~85% in April 2024, indicating generally favorable investor views of TI’s compensation governance framework; while focused on executives, it reflects overall pay governance .