Todd Bluedorn
Lead Director at TXN
Board
About Todd Bluedorn
Todd Bluedorn (age 61; TXN board tenure 8 years) is an independent director of Texas Instruments and serves as Lead Director and Chair of the Governance & Stockholder Relations (GSR) Committee. He is the former Chairman and CEO of Lennox International, with prior senior roles at United Technologies leading Otis Elevator North & South America; he also served as Vice Chair at Madison Industries in 2022–2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lennox International Inc. | Chief Executive Officer; Chairman of the Board | CEO 2007–2022; Chairman 2012–2022 | Led a large multinational manufacturer; oversight of significant capital and R&D investments |
| Madison Industries | Vice Chair | 2022–2023 | Senior leadership; industrial portfolio exposure |
| United Technologies Corp. (Otis Elevator – N & S America) | Senior Management Leader | Not disclosed | Managed large operations; manufacturing and end-market expertise |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Samsara Inc. | Director | Current | Public company directorship |
| Eaton Corporation plc | Director | Past 5 years | Public company directorship |
| Lennox International Inc. | Director | Past 5 years | Public company directorship |
Board Governance
- Independence: TXN’s board determined all directors are independent except Messrs. Templeton and Ilan; Bluedorn is independent .
- Roles: Lead Director (elected by independent directors); presides over executive sessions, approves board information/agendas/schedules, liaises with chair; can call meetings of independent directors .
- Committees: Chair of Governance & Stockholder Relations (GSR); not on Audit or Compensation .
- Committee composition changes: GSR members were Bluedorn (Chair), Patsley, Sanchez through April 24, 2024; since April 25, 2024, Bluedorn (Chair), Hobby, Patsley .
- Attendance: Board met 6 times; committees met 18 times; overall attendance ~93%. Each director attended ≥75% of combined meetings (except DesRoches at 70% due to conflicts), implying Bluedorn met the ≥75% threshold .
- Annual meeting attendance: All directors attended TXN’s 2024 annual meeting .
- Hedging/Pledging: Company policy prohibits directors from hedging or pledging TI stock .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | For board and committee service |
| Lead Director retainer | $40,000 | Additional annual retainer for Lead Director role |
| GSR Chair retainer | $20,000 | Additional annual retainer for GSR committee chair |
| Other designated activities | $1,000/day | As designated by the chairman |
| 2024 cash received (Bluedorn) | $156,667 | Reflects base + role-based retainers; may include deferrals |
Performance Compensation (Director)
| Grant Type | Grant Date Value | Vesting/Exercise | Change-in-Control Terms |
|---|---|---|---|
| Annual Stock Options | ~$115,000 | 10-year non-qualified options; exercisable in four equal annual installments starting 1st anniversary | Fully exercisable upon termination of service following a change in control under Director Plan |
| Annual RSUs | $115,000 | RSUs vest on the 4th anniversary; dividend equivalents paid; settlement may be deferred | RSUs vest upon change in control; settlement terms per Director Plan |
| One-time RSU (on initial election) | ~$200,000 | Granted upon initial election | Director Plan terms |
| 2024 equity received (Bluedorn) | RSUs $114,850; Options $114,981 | Aggregate grant date fair values (ASC 718) | Director Plan applies |
No specific performance metrics (e.g., revenue, TSR hurdles) are tied to non-employee director compensation; awards are time-based with standard governance provisions .
Other Directorships & Interlocks
- Current: Samsara Inc. .
- Prior 5 years: Eaton Corporation plc; Lennox International Inc. .
- TXN independence review assessed affiliations, family relationships, and transactions; directors (including Bluedorn) met independence standards with no transactions triggering non-independence .
Expertise & Qualifications
- Executive leadership of multinational manufacturer; capital and R&D investment oversight .
- Manufacturing and end-market knowledge relevant to TXN’s industrial and electronics base .
- Board leadership capabilities (Lead Director) with governance and shareholder engagement focus .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (12/31/2024) | 23,438 shares; <1% of class | Sole voting/investment power except as indicated; percent of class less than 1% |
| Shares obtainable within 60 days | 16,386 | Reflects option exercisability window |
| RSUs held (shares) | 2,422 | RSU holdings at year-end |
| Deferred compensation stock units | None indicated | Director-level deferrals permitted; not indicated for Bluedorn |
| Pledging/Hedging | None | No director/officer has pledged TI shares; hedging prohibited |
Governance Assessment
- Strengths: Independent Lead Director role enhances board oversight; active GSR chairmanship covering governance architecture, succession, conflicts policy, and shareholder outreach; robust attendance; explicit prohibitions on hedging/pledging; standard director equity with long vesting aligns interests .
- Investor sentiment signals: 2025 re-election support for Bluedorn at 702.6M “For” vs. 41.8M “Against” (with 0.97M abstentions; broker non-votes 65.6M), indicating strong but not unanimous support; say-on-pay 2025 garnered 648.4M “For” vs. 95.5M “Against” (abstentions 1.5M; broker non-votes 65.6M). 2024 say-on-pay support was ~85% per TXN’s disclosure, showing stable approval trends .
- Potential conflicts/red flags: None disclosed involving Bluedorn; board independence affirmed; no related-party transactions noted; no share pledging; attendance thresholds met .
- Committee oversight quality: GSR scope includes governance principles, board composition, compensation of board members, succession planning, conflict issues, and shareholder topics; annual board/committee evaluations reinforce effectiveness .
Director Compensation (Detail – 2024)
| Name | Fees Earned/Paid in Cash | Stock Awards (RSUs) | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| Todd Bluedorn | $156,667 | $114,850 | $114,981 | $40 | $386,538 |
Shareholder Votes (2025 Annual Meeting – Key Outcomes)
| Item | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Director election – Todd Bluedorn | 702,584,071 | 41,836,102 | 967,108 | 65,641,693 |
| Say-on-Pay (Advisory) | 648,369,929 | 95,514,709 | 1,502,643 | 65,641,693 |
Notes on Committee Consultant Independence
- TXN’s compensation committee retained Pearl Meyer; committee policy seeks consultant objectivity without other company engagements; in 2024 the consultant was determined independent with no conflicts .
Related Party Transactions
- Independence review encompassed director/business/charitable affiliations, family relationships, and transactions; no disqualifying payments/loans/contributions were identified for independent directors (including Bluedorn) under TXN standards .
Signals for Investors
- Governance: Lead Independent Director structure with routine executive sessions supports robust oversight and shareholder access .
- Alignment: Director equity is time-based with meaningful vesting; prohibitions on hedging/pledging strengthen alignment; no director pensions; ability to defer compensation under clear terms .
- Engagement: Strong vote support and attendance metrics underpin investor confidence; GSR remit actively manages governance quality and conflicts policy .
RED FLAGS: None disclosed for Bluedorn—no pledging/hedging, no related-party issues, meets attendance threshold; 2025 “Against” votes are notable but within typical ranges for large-cap boards .