Robert Sanchez
Director at TXN
Board
About Robert Sanchez
Robert Sanchez, age 59, has served on Texas Instruments’ board for 14 years and is currently an independent director. He is chairman and chief executive officer of Ryder System, Inc. (since 2013) and previously served as Ryder’s president, chief operating officer, chief information officer and chief financial officer, bringing deep operational and technology experience from a large, multinational transportation and logistics company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryder System, Inc. | Chairman & CEO | 2013–present | Led a large, multinational transportation/logistics company; significant capital investment oversight; technology expertise |
| Ryder System, Inc. | President; COO; CIO; CFO; President, Global Fleet Management Solutions | Not disclosed | Broad leadership across operations, IT, finance, and fleet businesses; technology and capital allocation experience |
External Roles
| Organization | Position | Committee Roles |
|---|---|---|
| Ryder System, Inc. | Director (as Chairman & CEO) | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member since April 25, 2024; previously served on the Governance & Stockholder Relations (GSR) Committee until April 24, 2024 .
- Independence: The board determined all directors other than Richard Templeton and Haviv Ilan are independent; Sanchez is independent .
- Attendance: Each director attended at least 75% of combined board and relevant committee meetings in 2024; overall attendance was ~93%. All directors attended the 2024 annual meeting of stockholders .
- Board leadership: Lead independent director is Todd Bluedorn; independent directors hold executive sessions at each board meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $110,000 | Standard retainer for board and committee service |
| Lead director fee | N/A | $40,000 applies only to lead director (not Sanchez) |
| Committee chair fees | N/A | $35,000 (Audit), $25,000 (Comp), $20,000 (GSR) for chairs; Sanchez not a chair |
| Meeting fees | None | TI does not pay meeting fees |
| Other compensation | $30,040 | Includes $40 travel accident insurance; TI Foundation matching gift of $30,000 to Sanchez |
Performance Compensation
| Component | 2024 Grant Date Fair Value | Key Terms |
|---|---|---|
| Restricted Stock Units (RSUs) | $114,850 | RSUs vest on the fourth anniversary; dividend equivalents accrue; double-trigger acceleration only upon involuntary termination within 24 months after change in control |
| Stock Options | $114,981 | 10-year term; exercisable in four equal annual installments starting first anniversary; double-trigger change-in-control vesting only upon involuntary termination within 24 months |
| Initial RSU (one-time at board entry) | ~$200,000 | Granted upon initial election to board |
TI prohibits directors from hedging or pledging TI stock .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Ryder System, Inc. | Chairman & CEO; Director | No compensation committee interlocks reported for TI in 2024; related-person transactions require formal approval under TI’s policy; none specific to Sanchez disclosed in proxy |
Expertise & Qualifications
- Management of a large, multinational transportation and logistics company; significant capital investment oversight; technology appreciation .
- Independent director with financial acumen emphasized in TI’s board skills matrix .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Shares beneficially owned | 54,236 | Less than 1% of class |
| Shares obtainable within 60 days (options) | 22,451 | Included in beneficial ownership |
| RSUs outstanding (shares) | 9,289 | Director RSUs outstanding as of 12/31/2024 |
| Stock options outstanding (shares) | 29,008 | Director options outstanding as of 12/31/2024 |
| Deferred compensation stock units (shares) | 11,324 | Credited to deferred compensation account |
| Pledging/Hedging | None | No director or executive officer has pledged TI shares; hedging/pledging prohibited by policy |
Governance Assessment
- Board effectiveness: Active Audit Committee oversight includes financial reporting, internal controls, compliance, risk management (including cybersecurity), and whistleblower policy; Sanchez’s Audit Committee role contributes to core investor protections .
- Independence and engagement: Independent status confirmed; attendance thresholds met; presence at annual meeting supports engagement and accountability .
- Alignment and incentives: Director pay mix includes cash retainer plus balanced equity (options and RSUs), with standard vesting and double-trigger change-in-control terms; no hedging/pledging, and optional deferral aligns with long-term ownership .
- Potential conflicts: Sanchez’s CEO role at Ryder warrants monitoring for related-party transactions; TI’s robust related-person transaction policy requires prior approval and independence assessment; the proxy discloses policy but no specific transactions regarding Sanchez .
- Shareholder signals: 2024 Say‑on‑Pay support of ~85% suggests broad shareholder confidence in TI’s compensation governance framework .