Ronald Kirk
Director at TXN
Board
About Ronald Kirk
Ronald Kirk is an independent director of Texas Instruments (TXN), age 70 with approximately 12 years of board tenure at TXN. He is Senior of Counsel at Gibson, Dunn & Crutcher LLP, co-chairing international trade and ESG practice groups, and previously served as the U.S. Trade Representative (2009–2013), focusing on development and enforcement of U.S. intellectual property law. The board has determined that he is independent (all directors except the CEO and Chair are independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the U.S. Trade Representative | United States Trade Representative | 2009–2013 | Led global trade negotiations and IP enforcement; brings regulatory and international trade expertise to TXN’s board deliberations. |
| Brinker International, Inc. | Director | Not disclosed | Prior board experience; contributes public company governance perspective. |
| Dean Foods Company | Director | Not disclosed | Prior board experience; contributes public company governance perspective. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gibson, Dunn & Crutcher LLP | Senior of Counsel; Co-chair, International Trade & ESG | Since 2013 | Legal, public policy, ESG expertise. |
| Mister Car Wash, Inc. | Director | Current | Current public company directorship. |
| AMF Hawaii Investments, LLC (f/k/a Macquarie Infrastructure Holdings, LLC) | Director | Within last five years | Recent public company directorship. |
Board Governance
- Committee memberships: Compensation Committee member (since April 27, 2023; committee met 5 times in 2024). Not a chair.
- Attendance: Board held six meetings in 2024; overall attendance ~93%. Each director attended at least 75% of combined board/committee meetings, except DesRoches (70% due to scheduling conflict).
- Annual meeting engagement: All directors attended the 2024 annual meeting of stockholders.
- Independence: Board determined all directors are independent, except the CEO (Ilan) and Chair (Templeton).
- Board leadership: Lead Director is Todd Bluedorn; executive sessions of independent directors are held at each board meeting under lead director oversight.
- Insider trading/hedging policy: Directors may not engage in puts/calls or other hedging techniques and may not pledge TI stock.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Board/Committee Retainer (cash) | $110,000 |
| Committee Chair/Lead Director premiums | None (Kirk not a chair/lead director) |
| Meeting fees | Not paid (no per-meeting fees) |
| Other cash compensation | $1,000 per day for designated activities (if applicable) |
| All Other Compensation | $15,040 (includes $40 travel/accident insurance and $15,000 TI Foundation matching gifts) |
Performance Compensation
| Component (2024) | Grant Terms | Amount/Units |
|---|---|---|
| RSU annual grant | Vests on 4th anniversary; also vests upon change in control per Director Plan; dividend equivalents payable; deferral optional. | $114,850 grant-date fair value; outstanding RSUs: 2,422 shares |
| Stock option annual grant | 10-year term; becomes exercisable in four equal annual installments beginning on first anniversary; fully exercisable upon termination of service following a change in control. | $114,981 grant-date fair value; outstanding options: 38,998 shares |
| One-time RSU at initial election | RSUs valued ~ $200,000 at initial election. | As applicable at initial appointment |
| Deferred compensation | Directors may defer cash retainer and RSU settlement; cash accounts earn interest based on Moody’s Aaa (5.36% in 2024); dividend equivalents on RSUs. | As elected |
Note: TXN’s director compensation program is retainer plus equity grants; no performance formulas or targets apply to director pay.
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public company boards | Mister Car Wash, Inc. |
| Recent public company boards | AMF Hawaii Investments, LLC (Macquarie Infrastructure Holdings, LLC); prior boards include Brinker International, Inc. and Dean Foods Company. |
| Compensation Committee interlocks | None disclosed; compensation committee members (including Kirk) were not officers/employees and had no related-person transactions requiring disclosure. |
Expertise & Qualifications
- Regulatory/public policy and legal expertise; global economic/trade policy insight from role as USTR; ESG practice leadership at Gibson Dunn.
- Executive leadership and multinational experience; sustainability background; financial acumen. Age 70; TXN board tenure ~12 years.
- Independence affirmed by board and governed by robust corporate governance guidelines and related-person transaction policies.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 52,086 |
| Ownership as % of shares outstanding | ~0.0057% (52,086 of 909,917,820 shares) |
| Shares obtainable within 60 days (options) | 32,441 |
| RSUs (unsettled) | 2,422 shares |
| Shares credited to deferred compensation account | 5,322 shares |
| Outstanding director options (aggregate) | 38,998 shares |
| Pledged shares | None; policy prohibits pledging by directors/executives. |
| Hedging | Prohibited (no puts/calls/hedging). |
Governance Assessment
- Committee role and independence: Kirk serves on the Compensation Committee, a fully independent committee that retained Pearl Meyer as an independent consultant with no conflicts of interest; supports pay oversight credibility.
- Attendance and engagement: Met board expectations (≥75% attendance), and all directors attended the 2024 annual meeting—positive engagement signal.
- Alignment via equity: Annual RSU and option grants align director interests with shareholders; RSUs vest at four years and pay dividend equivalents; options have four-year vesting and 10-year term.
- Change-in-control terms: Director RSUs vest upon change in control (single trigger), while options require termination following change in control (double trigger); single-trigger RSU vesting can be viewed as a potential governance caution for investors.
- Related-party/conflicts: No related-person transactions or compensation interlocks disclosed involving Kirk; policy requires approval and monitoring of any such arrangements.
- Investor feedback context: 2024 say‑on‑pay support was ~85%, indicating broad shareholder acceptance of TXN’s executive compensation framework and governance environment.
RED FLAGS: Single‑trigger RSU vesting for directors upon change in control (vs. double‑trigger common among best practices); monitor for any future related‑party arrangements given outside legal role (none disclosed).