TXN

0000097476DEF 14AFALSE00000974762022-01-012022-12-31iso4217:USD00000974762021-01-012021-12-3100000974762020-01-012020-12-310000097476txn:AdjustmentStockAwardsAndOptionAwardsMemberecd:PeoMember2022-01-012022-12-310000097476txn:AdjustmentEquityAwardGrantedInCurrentYearAndRemainOutstandingAndUnvestedMemberecd:PeoMember2022-01-012022-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsAndRemainOutstandingAndUnvestedMemberecd:PeoMember2022-01-012022-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsThatVestedInCurrentYearMemberecd:PeoMember2022-01-012022-12-310000097476txn:AdjustmentDividendEquivalentsMemberecd:PeoMember2022-01-012022-12-310000097476txn:AdjustmentStockAwardsAndOptionAwardsMemberecd:PeoMember2021-01-012021-12-310000097476txn:AdjustmentEquityAwardGrantedInCurrentYearAndRemainOutstandingAndUnvestedMemberecd:PeoMember2021-01-012021-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsAndRemainOutstandingAndUnvestedMemberecd:PeoMember2021-01-012021-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsThatVestedInCurrentYearMemberecd:PeoMember2021-01-012021-12-310000097476txn:AdjustmentDividendEquivalentsMemberecd:PeoMember2021-01-012021-12-310000097476txn:AdjustmentStockAwardsAndOptionAwardsMemberecd:PeoMember2020-01-012020-12-310000097476txn:AdjustmentEquityAwardGrantedInCurrentYearAndRemainOutstandingAndUnvestedMemberecd:PeoMember2020-01-012020-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsAndRemainOutstandingAndUnvestedMemberecd:PeoMember2020-01-012020-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsThatVestedInCurrentYearMemberecd:PeoMember2020-01-012020-12-310000097476txn:AdjustmentDividendEquivalentsMemberecd:PeoMember2020-01-012020-12-310000097476txn:AdjustmentChangeInActuarialPresentValuesMemberecd:PeoMember2020-01-012020-12-310000097476txn:AdjustmentStockAwardsAndOptionAwardsMemberecd:NonPeoNeoMember2022-01-012022-12-310000097476ecd:NonPeoNeoMembertxn:AdjustmentEquityAwardGrantedInCurrentYearAndRemainOutstandingAndUnvestedMember2022-01-012022-12-310000097476ecd:NonPeoNeoMembertxn:AdjustmentEquityAwardGrantedInPriorFiscalYearsAndRemainOutstandingAndUnvestedMember2022-01-012022-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsThatVestedInCurrentYearMemberecd:NonPeoNeoMember2022-01-012022-12-310000097476txn:AdjustmentDividendEquivalentsMemberecd:NonPeoNeoMember2022-01-012022-12-310000097476txn:AdjustmentStockAwardsAndOptionAwardsMemberecd:NonPeoNeoMember2021-01-012021-12-310000097476ecd:NonPeoNeoMembertxn:AdjustmentEquityAwardGrantedInCurrentYearAndRemainOutstandingAndUnvestedMember2021-01-012021-12-310000097476ecd:NonPeoNeoMembertxn:AdjustmentEquityAwardGrantedInPriorFiscalYearsAndRemainOutstandingAndUnvestedMember2021-01-012021-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsThatVestedInCurrentYearMemberecd:NonPeoNeoMember2021-01-012021-12-310000097476txn:AdjustmentDividendEquivalentsMemberecd:NonPeoNeoMember2021-01-012021-12-310000097476txn:AdjustmentStockAwardsAndOptionAwardsMemberecd:NonPeoNeoMember2020-01-012020-12-310000097476ecd:NonPeoNeoMembertxn:AdjustmentEquityAwardGrantedInCurrentYearAndRemainOutstandingAndUnvestedMember2020-01-012020-12-310000097476ecd:NonPeoNeoMembertxn:AdjustmentEquityAwardGrantedInPriorFiscalYearsAndRemainOutstandingAndUnvestedMember2020-01-012020-12-310000097476txn:AdjustmentEquityAwardGrantedInPriorFiscalYearsThatVestedInCurrentYearMemberecd:NonPeoNeoMember2020-01-012020-12-310000097476txn:AdjustmentDividendEquivalentsMemberecd:NonPeoNeoMember2020-01-012020-12-310000097476txn:AdjustmentChangeInActuarialPresentValuesMemberecd:NonPeoNeoMember2020-01-012020-12-31xbrli:pure00000974762021-01-012022-12-3100000974762020-01-012022-12-31000009747612022-01-012022-12-31000009747622022-01-012022-12-31000009747632022-01-012022-12-31000009747642022-01-012022-12-31

Filed by the Registrant ☒			Filed by a party other than the Registrant ☐

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14a-12

Texas Instruments Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 27, 2023

•the election of directors for the next year,

•approval of amendment and restatement of the TI Employees 2014 Stock Purchase Plan to extend the termination date,

•advisory vote on the frequency of future advisory votes on executive compensation,

•advisory approval of the company’s executive compensation,

•ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2023,

•two stockholder proposals, if properly presented, and

•such other matters as may properly come before the meeting.

			Sincerely,
			Cynthia Hoff Trochu Senior Vice President, Secretary and General Counsel
Dallas, Texas March 14, 2023

Matter			Required Vote for Election or Approval			Impact of Abstentions or Broker Non-Votes
Election of directors.			Majority of votes present in person or by proxy at the meeting and entitled to be cast in the election with respect to a nominee must be cast for that nominee.			Abstentions have the same effect as votes against. Broker non-votes are not counted as votes for or against.
Proposal to amend and restate the TI Employees 2014 Stock Purchase Plan to extend the termination date.			Majority of votes present in person or by proxy at the meeting must be cast for the proposal.			Abstentions and broker non-votes have the same effect as votes against.
Advisory vote on the frequency of future advisory votes on executive compensation.			Majority of votes present in person or by proxy at the meeting must be cast for the proposal.			Abstentions and broker non-votes have the same effect as votes against.
Advisory vote to approve named executive officer compensation.			Majority of votes present in person or by proxy at the meeting must be cast for the proposal.			Abstentions and broker non-votes have the same effect as votes against.
Proposal to ratify appointment of independent registered public accounting firm.			Majority of votes present in person or by proxy at the meeting must be cast for the proposal.			Abstentions have the same effect as votes against. (Brokers are permitted to exercise their discretion and vote without specific instruction on this matter. Accordingly, there are no broker non-votes.)
Stockholder proposal to permit a combined 10% of stockholders to call a special meeting.			Majority of votes present in person or by proxy at the meeting must be cast for the proposal.			Abstentions and broker non-votes have the same effect as votes against.
Stockholder proposal to report on due diligence efforts to trace end-user misuse of company products.			Majority of votes present in person or by proxy at the meeting must be cast for the proposal.			Abstentions and broker non-votes have the same effect as votes against.
Any other matter that may properly be submitted at the meeting.			Majority of votes present in person or by proxy at the meeting must be cast for the proposal.			Abstentions and broker non-votes have the same effect as votes against.

Qualifications and Experience

Mark A. Blinn

Todd M. Bluedorn

Janet F. Clark

Carrie S. Cox

Martin S. Craighead

Curtis C. Farmer

Jean M. Hobby

Haviv Ilan

Ronald Kirk

Pamela H. Patsley

Robert E. Sanchez

Richard K. Templeton

Independence

•

•

•

•

•

•

•

•

•

•

Multinational experience

•

•

•

•

•

•

•

•

•

•

•

•

Executive leadership (public or private)

•

•

•

•

•

•

•

•

•

•

•

•

Technology, research and development

•

•

•

•

•

•

•

•

•

•

•

Manufacturing

•

•

•

•

•

•

End-market knowledge

•

•

•

•

•

•

•

•

•

•

Regulatory, public policy or legal

•

•

•

•

•

•

Other public board service

•

•

•

•

•

•

•

•

•

•

Financial acumen

•

•

•

•

•

•

•

•

•

•

•

•

Auditing/Accounting

•

•

•

•

•

Sustainability

•

•

•

•

•

•

•

•

•

•

Demographic Background

Tenure (years)

10

6

8

19

5

*

7

1

10

19

12

20

Age (years)

61

59

68

65

63

60

62

54

68

66

57

64

Gender

M

M

F

F

M

M

F

M

M

F

M

M

Race/Ethnicity **

W

W

W

W

W

W

W

W

B

W

H

W

*    Elected to the board effective April 1, 2023

**    B = Black/African American; W = White; H = Hispanic/Latino

•Outstanding achievement in the individual’s personal career.

•Relevant commercial expertise.

•International operations experience.

•Financial acumen.

•Government experience.

•Standards of integrity and soundness of judgment.

•Ability to make independent, analytical inquiries.

•Ability to represent the total corporate interests of TI (a director will not be selected to, nor be expected to, represent the interests of any particular group).

•Board diversity (viewpoints, gender, ethnicity).

•Willingness and ability to devote the time required to perform board activities adequately. Directors should not serve on the boards of more than four other public companies.

Director nominees
Mark Blinn
Former chief executive officer of Flowserve Corporation
			Career highlights Mr. Blinn served in various positions at Flowserve, including as chief executive officer and president from 2009 to 2017 and chief financial officer from 2004 to 2009. Prior to Flowserve, Mr. Blinn held senior finance positions at several companies, including FedEx Kinko's Office and Print Services, Inc. and Centex Corporation. As an attorney, he represented financial institutions, foreign corporations and insurance companies.			Key skills and experience •Management responsibility of a large, multinational manufacturer operating in industrial markets •Responsibility for significant capital and R&D investments •Keen appreciation for audit and financial control matters Other current public company directorships •Emerson Electric Co. •Globe Life Inc. •Leggett & Platt, Incorporated Other public company directorships in the last five years •Flowserve Corporation     •Kraton Corporation
Todd Bluedorn
Former chairman and chief executive officer of Lennox International Inc.
			Career highlights Mr. Bluedorn has been vice chair of Madison Industries since 2022. Prior to Madison Industries, he served as chief executive officer of Lennox International from 2007 to 2022 and chairman of the board from 2012 to 2022. Prior to that, Mr. Bluedorn held several senior management positions at United Technologies Corporation, including leading Otis Elevator -- North & South America.			Key skills and experience •Management responsibility of a large, multinational manufacturer operating in industrial markets •Responsibility for significant capital and R&D investments Other current public company directorships •None Other public company directorships in the last five years •Eaton Corporation plc •Lennox International Inc.
Janet Clark
Former chief financial officer of Marathon Oil Corporation
			Career highlights Ms. Clark was chief financial officer and executive vice president of Marathon Oil Corporation from 2007 to 2013 and senior vice president and chief financial officer from 2004 to 2007. Prior to Marathon, she served as chief financial officer of Nuevo Energy Company and Santa Fe Snyder Corporation. Ms. Clark has served as a director of Dell Inc. and Exterran Holdings, Inc. She also serves as a director of environmental non-profit Resources for the Future.			Key skills and experience •Keen appreciation for audit and financial control matters •Oversight of large multinational companies, including one in the technology industry Other current public company directorships •EOG Resources, Inc. Other public company directorships in the last five years •Goldman Sachs BDC, Inc. •Goldman Sachs Private Middle Market Credit LLC

Carrie Cox
Former chairman and chief executive officer of Humacyte, Inc.
			Career highlights Ms. Cox was the executive chair of Humacyte, Inc. from 2018 to 2019, where she was also chairman and chief executive officer from 2010 to 2018. Prior to Humacyte, Ms. Cox held several senior management positions in the medical industry, including leading the global pharmaceuticals business at Schering-Plough Corporation and the global prescription business at Pharmacia Corporation.			Key skills and experience •Management responsibility of a large multinational company operating in a regulated industry •Responsibility for significant capital and R&D investments Other current public company directorships •Cardinal Health, Inc. •Organon & Co. •Selecta Biosciences, Inc. Other public company directorships in the last five years •Array BioPharma Inc. •Celgene Corporation •electroCore, Inc.
Martin Craighead
Former chairman and chief executive officer of Baker Hughes Inc.
			Career highlights At Baker Hughes Inc., Mr. Craighead served as chief executive officer from 2012 to 2017 and chairman of the board from 2013 until the company merged with GE in 2017. He then served as vice chair of Baker Hughes, a GE company, until 2019. Prior to leading the company, Mr. Craighead held several senior management roles at Baker Hughes, including as chief operating officer.			Key skills and experience •Management responsibility of a large, multinational company operating in industrial markets •Responsibility for significant capital and R&D investments Other current public company directorships •Emerson Electric Co. Other public company directorships in the last five years •Baker Hughes Company (f/k/a Baker Hughes, a GE company) •Ecovyst Inc.
Curtis C. Farmer
Chairman, president and chief executive officer of Comerica Incorporated
			Career highlights At Comerica, Mr. Farmer has served as chief executive officer since 2019, chairman since 2020 and president since 2015. Prior to those roles, he was executive vice president from 2008 to 2011, then vice chairman from 2011 to 2015. Mr. Farmer has also held senior leadership positions at Wachovia Corporation.			Key skills and experience •Management responsibility of a large, multinational financial institution •Responsibility for significant capital and R&D investment Other current public company directorships •Comerica Incorporated Other public company directorships in the last five years •None

Jean Hobby
Retired partner of PricewaterhouseCoopers LLP
			Career highlights Ms. Hobby was global strategy officer of PricewaterhouseCoopers from 2013 to 2015. Prior to that, she held several senior management positions at the firm, including as technology, media and telecom sector leader and chief financial officer.			Key skills and experience •Extensive audit knowledge and keen appreciation for audit, financial control and technology matters •Management responsibility at a large, multinational company •Strategic planning expertise Other current public company directorships •Hewlett Packard Enterprise Company •Integer Holdings Corporation Other public company directorships in the last five years •CA, Inc.
Haviv Ilan
Executive vice president and chief operating officer of Texas Instruments Incorporated
			Career highlights Mr. Ilan has been an employee of the company for over 20 years, serving since 2014 at a senior level at the company, including as director since 2021, executive vice president and chief operating officer since 2020 and senior vice president since 2014. As COO, Mr. Ilan is responsible for leading TI's business, sales, manufacturing and information technology organizations. On January 19, 2023, Mr. Ilan was elected by the board of directors to succeed Mr. Templeton as president and chief executive officer, effective April 1, 2023.			Key skills and experience •Management responsibility for the company's operations •Knowledge of the company and the semiconductor industry •Responsibility for significant capital investments Other current public company directorships •None Other public company directorships in the last five years •None
Ronald Kirk
Senior of counsel at Gibson, Dunn & Crutcher LLP
			Career highlights Mr. Kirk has been senior of counsel at Gibson, Dunn & Crutcher since 2013, and co-chairs the international trade and ESG practice groups. He served as the U.S. Trade Representative from 2009 to 2013, where he focused on the development and enforcement of U.S. intellectual property law. Mr. Kirk has been a director of Brinker International, Inc. and Dean Foods Company.			Key skills and experience •Management responsibility of a large, complex organization operating internationally •Keen insight into issues bearing on global economic activity and international trade policies Other current public company directorships •Mister Car Wash, Inc. Other public company directorships in the last five years •AMF Hawaii Investments, LLC (f/k/a Macquarie Infrastructure Holdings, LLC)

Pamela Patsley
Former chairman and chief executive officer of MoneyGram International, Inc.
			Career highlights At MoneyGram, Ms. Patsley was chair and chief executive officer from 2009 to 2015, then executive chair until 2018. Prior to that, she was senior executive vice president at First Data Corporation and chief executive officer of Paymentech, Inc. She also served as chief financial officer of First USA, Inc. and began her career as an auditor.			Key skills and experience •Management responsibility of a large, multinational company •Keen appreciation for audit, financial control and technology matters Other current public company directorships •Hilton Grand Vacations Inc. •Keurig Dr Pepper Inc. •Payoneer Global Inc. Other public company directorships in the last five years •ACI Worldwide, Inc. •MoneyGram International, Inc.
Robert Sanchez
Chairman and chief executive officer of Ryder System, Inc.
			Career highlights Mr. Sanchez has been chairman and executive officer of Ryder since 2013. During his career at Ryder, Mr. Sanchez has served as president, chief operating officer, chief information officer and chief financial officer. He has also had a broad range of leadership roles in Ryder’s business segments, including as president of its Global Fleet Management Solutions business.			Key skills and experience •Management responsibility of a large, multinational transportation and logistics company •Responsibility for significant capital investments •Keen appreciation for technology matters Other current public company directorships •Ryder System, Inc. Other public company directorships in the last five years •None
Rich Templeton
Chairman and chief executive officer of Texas Instruments Incorporated
			Career highlights Mr. Templeton is a 40-year veteran of the semiconductor industry, serving the last 28 years at a senior level at the company. He has been the company’s chairman since 2008, and chief executive officer and president from 2004 to June 2018 and July 2018 to present. On January 19, 2023, Mr. Ilan was elected by the board of directors to succeed Mr. Templeton as president and chief executive officer, effective April 1, 2023. Mr. Templeton will continue as chairman of the board.			Key skills and experience •Deep knowledge of all aspects of the company and the semiconductor industry •Management responsibility of the company •Responsibility for significant capital and R&D investments Other current public company directorships •None Other public company directorships in the last five years •None

A.In no event will a director be considered independent if:

1.He or she is a current partner of or is employed by the company’s independent auditors;

2.A family member of the director is (i) a current partner of the company’s independent auditors or (ii) currently employed by the company’s independent auditors and personally works on the company’s audit;

3.Within the current or preceding three fiscal years he or she was, and remains at the time of the determination, a partner in or a controlling shareholder, an executive officer or an employee of an organization that in the current year or any of the past three fiscal years (i) made payments to, or received payments from, the company for property or services, (ii) extended loans to or received loans from, the company, or (iii) received charitable contributions from the company in an amount or amounts which, in the aggregate in such fiscal year, exceeded the greater of $200,000 or 2% of the recipient’s consolidated gross revenues for that year (for purposes of this standard, “payments” excludes payments arising solely from investments in the company’s securities and payments under non-discretionary charitable contribution matching programs); or

4.Within the current or preceding three fiscal years a family member of the director was, and remains at the time of the determination, a partner in or a controlling shareholder or an executive officer of an organization that in the current year or any of the past three fiscal years (i) made payments to, or received payments from, the company for property or services, (ii) extended loans to or received loans from the company, or (iii) received charitable contributions from the company in an amount or amounts which, in the aggregate in such fiscal year, exceeded the greater of $200,000 or 2% of the recipient’s consolidated gross revenues for that year (for purposes of this standard, “payments” excludes payments arising solely from investments in the company’s securities and payments under non-discretionary charitable contribution matching programs).

B.In no event will a director be considered independent if, within the preceding three years:

1.He or she was employed by the company (except in the capacity of interim chairman of the board, chief executive officer or other executive officer, provided the interim employment did not last longer than one year);

2.He or she received more than $120,000 during any twelve-month period in compensation from the company (other than (i) compensation for board or board committee service, (ii) compensation received for former service lasting no longer than one year as an interim chairman of the board, chief executive officer or other executive officer and (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation);

3.A family member of the director was employed as an executive officer by the company;

4.A family member of the director received more than $120,000 during any twelve-month period in compensation from the company (excluding compensation as a non-executive officer employee of the company);

5.He or she was (but is no longer) a partner or employee of the company’s independent auditors and worked on the company’s audit within that time;

6.A family member of the director was (but is no longer) a partner or employee of the company’s independent auditors and worked on the company’s audit within that time;

7.He or she was an executive officer of another entity at which any of the company’s current executive officers at any time during the past three years served on that entity’s compensation committee; or

8.A family member of the director was an executive officer of another entity at which any of the company’s current executive officers at any time during the past three years served on that entity’s compensation committee.

C.No member of the Audit Committee may accept directly or indirectly any consulting, advisory or other compensatory fee from the company, other than in his or her capacity as a member of the board or any board committee. Compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the company (provided that such compensation is not contingent in any way on continued service). In addition, no member of the Audit Committee may be an affiliated person of the company except in his or her capacity as a director.

D.With respect to service on the Compensation Committee, the board will consider all factors that it deems relevant to determining whether a director has a relationship to the company that is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including but not limited to:

1.The source of compensation of the director, including any consulting, advisory or compensatory fee paid by the company to the director; and

2.Whether the director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

E.For any other relationship, the determination of whether it would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities, and consequently whether the director involved is independent, will be made by directors who satisfy the independence criteria set forth in this section.

Director			Audit Committee			Compensation Committee			Governance and Stockholder Relations Committee
Mark A. Blinn						•
Todd M. Bluedorn									•
Janet F. Clark			Chair
Carrie S. Cox						•
Martin S. Craighead						•
Curtis C. Farmer *			•
Jean M. Hobby			•
Michael D. Hsu **			•
Haviv Ilan
Ronald Kirk									Chair
Pamela H. Patsley ***						Chair
Robert E. Sanchez									•
Richard K. Templeton

*    Effective April 1, 2023

**    Serving until April 27, 2023

***    Lead director

•Reviewing:

◦The annual report of TI’s independent registered public accounting firm related to quality control.

◦TI’s annual and quarterly reports to the SEC, including the financial statements and the “Management’s Discussion and Analysis” portion of those reports, and recommending appropriate action to the board.

◦TI’s audit plans.

◦Before issuance, TI’s news releases regarding annual and interim financial results and discussing with management any related earnings guidance that may be provided to analysts and rating agencies.

◦Relationships between the independent registered public accounting firm and TI.

◦The adequacy of TI’s internal accounting controls and other factors affecting the integrity of TI’s financial reports, and discussing with management and with the independent registered public accounting firm.

◦TI’s risk assessment and risk management practices, including cybersecurity and environmental-related risks.

◦TI’s compliance and ethics program.

◦A report of compliance of management and operating personnel with TI’s code of conduct, including TI’s conflict of interest policy.

◦TI’s non-employee-related insurance programs.

◦Changes, if any, in major accounting policies of the company.

◦Trends in accounting policy changes that are relevant to the company.

◦The company’s policy regarding investments and financial derivative products.

•Discussing TI’s audited financial statements with management and the independent registered public accounting firm, including a discussion with the firm regarding the matters required to be reviewed under applicable legal or regulatory requirements.

•Creating and periodically reviewing TI’s whistleblower policy.

•Appointing, compensating, retaining and overseeing TI’s independent registered public accounting firm.

•Reviewing the performance of the CEO and determining his compensation.

•Setting the compensation of the company’s other executive officers.

•Overseeing administration of employee benefit plans.

•Making recommendations to the board regarding:

◦Institution and termination of, revisions in and actions under employee benefit plans that (i) increase benefits only for officers of the company or disproportionately increase benefits for officers of the company more than other employees of the company, (ii) require or permit the issuance of the company’s stock or (iii) require board approval.

◦Reservation of company stock for use as awards of grants under plans or as contributions or sales to any trustee of any employee benefit plan.

•Taking action as appropriate regarding the institution and termination of, revisions in and actions under employee benefit plans that are not required to be approved by the board.

•Appointing, setting the compensation of, overseeing and considering the independence of any compensation consultant or other advisor.

•Making recommendations to the board regarding:

◦The development and revision of our corporate governance principles.

◦The size, composition and functioning of the board and board committees.

◦Candidates to fill board positions.

◦Nominees to be designated for election as directors.

◦Compensation of board members.

◦Organization and responsibilities of board committees.

◦Succession planning by the company.

◦Issues of potential conflicts of interest involving a board member raised under TI’s conflict of interest policy.

◦Election of executive officers of the company.

◦Topics affecting the relationship between the company and stockholders.

◦Public issues likely to affect the company.

◦Responses to proposals submitted by stockholders.

•Reviewing:

◦Contribution policies of the company and the TI Foundation.

◦Scope of activities of the company’s political action committee.

◦Revisions to TI’s code of conduct.

•Electing officers of the company other than the executive officers.

•Overseeing an annual evaluation of the board and the committee.

•Preside at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors;

•Serve as liaison between the chairman and the independent directors;

•Approve information sent to the board;

•Approve meeting agendas for the board;

•Approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; and

•If requested by major shareholders, ensure that he or she is available for consultation and direct communication.

As of March 1, 2023, 32 million of the 40 million shares initially authorized under the ESPP remained available for issuance, representing approximately 4% of our total shares outstanding as of such date. The board is not asking for any additional shares for the Restated ESPP. Extending the term of the ESPP will enable use of its remaining, previously approved shares.

No more than 40 million shares of TI common stock may be sold pursuant to the Restated ESPP, subject to adjustments as described below. The board is not asking for any additional shares for the Restated ESPP.

Name and Principal Position						Shares Purchased
Richard K. Templeton, Chairman, President & Chief Executive Officer						—
Rafael R. Lizardi, Senior Vice President & Chief Financial Officer						136
Haviv Ilan, Director, Executive Vice President & Chief Operating Officer						—
Hagop H. Kozanian, Senior Vice President						—
Kyle M. Flessner, Senior Vice President						136
Executive officers as a group						893
Non-employee directors as group (not eligible)						N/A
Non-executive officer employees as a group						578,013

•Annual retainer of $110,000 for board and committee service.

•Additional annual retainer of $40,000 for service as the lead director.

•Additional annual retainer of $35,000 for service as chair of the Audit Committee; $25,000 for service as chair of the Compensation Committee; and $20,000 for service as chair of the GSR Committee.

•Annual grant of a 10-year option to purchase TI common stock pursuant to the terms of the Texas Instruments 2018 Director Compensation Plan (Director Plan), which was approved by stockholders in April 2018. The grant date value is approximately $100,000, determined using a Black-Scholes option-pricing model (subject to the board’s ability to adjust the grant downward). These non-qualified options become exercisable in four equal annual installments beginning on the first anniversary of the grant and also will become fully exercisable in the event of termination of service following a change in control (as defined in the Director Plan) of TI. If a director’s service terminates due to death, disability or ineligibility to stand for re-election under the company’s by-laws, or after the director has completed eight years of service, then all outstanding options held by the director shall continue to become exercisable in accordance with their terms. If a director’s service terminates for any other reason, all outstanding options held by the director

shall be exercisable for 30 days after the date of termination, but only to the extent such options were exercisable on the date of termination.

•Annual grant of restricted stock units pursuant to the Director Plan with a grant date value of $100,000 (subject to the board’s ability to adjust the grant downward). The restricted stock units vest on the fourth anniversary of their date of grant and upon a change in control as defined in the Director Plan. If a director is not a member of the board on the fourth anniversary of the grant, restricted stock units will nonetheless settle (i.e., the shares will issue) on such anniversary date if the director has completed eight years of service prior to termination or the director’s termination was due to death, disability or ineligibility to stand for re-election under the company’s by-laws. The director may defer settlement of the restricted stock units at his or her election. Upon settlement, the director will receive one share of TI common stock for each restricted stock unit. Dividend equivalents are paid on the restricted stock units at the same rate as dividends on TI common stock. The director may defer receipt of dividend equivalents.

•$1,000 per day compensation for other activities designated by the chairman.

•A one-time grant of restricted stock units with a grant date value of approximately $200,000 upon a director’s initial election to the board.

Name (1)			Fees Earned or Paid in Cash (2)												Stock Awards (3)						Option Awards (4)			Non-Equity Incentive Plan Compensation			Change in Pension Value and Non-qualified Deferred Compensation Earnings (5)									All Other Compensation (6)									Total
Mark A. Blinn						$	110,000								$	99,991					$	99,988		—						—									$	40					$	310,019
Todd M. Bluedorn						$	110,000								$	99,991					$	99,988		—						—									$	40					$	310,019
Janet F. Clark						$	158,333								$	99,991					$	99,988		—						—									$	30,040					$	388,352
Carrie S. Cox						$	110,000								$	99,991					$	99,988		—						$	5,761								$	30,040					$	345,780
Martin S. Craighead						$	110,000								$	99,991					$	99,988		—						—									$	27,540					$	337,519
Jean M. Hobby						$	110,000								$	99,991					$	99,988		—						—									$	30,040					$	340,019
Michael D. Hsu *						$	110,000								$	99,991					$	99,988		—						—									$	40					$	310,019
Ronald Kirk						$	130,000								$	99,991					$	99,988		—						—									$	30,040					$	360,019
Pamela H. Patsley						$	161,667								$	99,991					$	99,988		—						—									$	30,040					$	391,686
Robert E. Sanchez						$	110,000								$	99,991					$	99,988		—						—									$	15,040					$	325,019

*    Serving until April 27, 2023

(1)Mr. Farmer was elected to the board effective April 1, 2023, and accordingly received no compensation for services as a TI director in 2022.

(2)Includes amounts deferred at the director’s election.

(3)Shown is the aggregate grant date fair value of restricted stock units granted in 2022 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification™ Topic 718, Compensation-Stock Compensation (ASC 718). The assumptions used for purposes of calculating the grant date fair value are described in Note 3 to the financial statements contained in Item 8 (“Note 3 to the 2022 financial statements”) in TI’s annual report on Form 10-K for the year ended December 31, 2022. Each restricted stock unit represents the right to receive one share of TI common stock. For restricted stock units granted prior to 2007, shares are issued at the time of mandatory retirement from the board (age 70) or upon the earlier of termination of service from the board after completing eight years of service or death or disability. For information regarding share issuances under restricted stock units granted after 2006, see the discussion on pages 45-46.

Name			Restricted Stock Units (Shares)
Mark A. Blinn			12,156
Todd M. Bluedorn			2,885
Janet F. Clark			8,942
Carrie S. Cox			32,088
Martin S. Craighead			2,885
Jean M. Hobby			2,885
Michael D. Hsu			3,226
Ronald Kirk			2,885
Pamela H. Patsley			4,885
Robert E. Sanchez			8,795

(4)Shown is the aggregate grant date fair value of options granted in 2022 calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of calculating the grant date fair value appears in Note 3 to the 2022 financial statements. The terms of these options are as set forth on page 44. The table below shows the aggregate number of shares underlying outstanding stock options held by the named individuals as of December 31, 2022.

Name			Options (Shares)
Mark A. Blinn			8,058
Todd M. Bluedorn			17,718
Janet F. Clark			23,783
Carrie. S. Cox			33,773
Martin S. Craighead			13,412
Jean M. Hobby			23,783
Michael D. Hsu			4,969
Ronald Kirk			56,611
Pamela H. Patsley			44,312
Robert E. Sanchez			44,312

(5)SEC rules require the disclosure of earnings on deferred compensation to the extent that the interest rate exceeds a specified rate (Federal Rate), which is 120% of the applicable federal long-term interest rate with compounding. Under the terms of the Director Plan, deferred compensation cash amounts earn interest at a rate based on Moody’s Seasoned Aaa Corporate Bonds. For 2022, this interest rate exceeded the Federal Rate by 0.65 percentage points. Shown is the amount of interest earned on the directors’ deferred compensation accounts that was in excess of the Federal Rate.

(6)Consists of (i) the annual cost ($40 per director) of premiums for travel and accident insurance policies and (ii) contributions under the TI Foundation matching gift program of $30,000 for Ms. Clark, $30,000 for Ms. Cox, $27,500 for Mr. Craighead, $30,000 for Ms. Hobby, $30,000 for Mr. Kirk, $30,000 for Ms. Patsley and $15,000 for Mr. Sanchez.

•The elements of the 2022 compensation program, why we selected them and how they relate to one another; and

•How we determined the amount of compensation for 2022.

•TI’s compensation program is structured to pay for performance and deliver rewards that encourage executives to think and act in both the short- and long-term interests of our shareholders. The majority of total compensation for our executives each year comes in the form of variable cash and equity compensation. Variable cash is tied to the short-term performance of the company, and the value of equity is tied to the long-term performance of the company. We believe our compensation program holds our executive officers accountable for the financial and competitive performance of TI.

•2022 compensation decisions for the CEO:

◦Base salary was increased by 4.0% over 2021.

◦The grant date fair value of equity compensation awarded in 2022 increased by 15% from 2021, reflecting an effort to align with the projected market range for similarly situated CEOs in our Comparator Group (as defined below).

◦The bonus decision was based primarily on the following performance results in 2022:

			2022 Absolute Performance			2022 Relative Performance *
Revenue growth: Total TI			9.2%			Below median
Profit from Operations as a % of Revenue (operating profit margin)			50.6%			Above median
Total Shareholder Return (TSR)			-9.8%			Above median

Year-on-Year Change in CEO Bonus (2022 bonus compared with 2021)			10% increase

*Relative to semiconductor competitors as outlined below; includes estimates and projections of certain competitors’ financial results. See “Analysis of compensation determinations – Bonus – Assessment of 2022 performance” for details of the Compensation Committee’s assessment of TI’s performance. (It is important to note that the median growth rate of competitor companies includes the benefit of acquisitions, whereas TI’s growth rate is entirely organic.)

•Our executive compensation program is designed to encourage executive officers to pursue strategies that serve the interests of the company and shareholders, and not to promote excessive risk-taking by our executives. It is built on a foundation of sound corporate governance and includes:

◦Executive officers do not have employment contracts and are not guaranteed salary increases, bonus amounts or awards of equity compensation.

◦We have never repriced stock options. We do not grant reload options. We grant equity compensation with double-trigger change in control terms, which accelerate the vesting of grants only if the grantee has been terminated involuntarily within a limited time after a change in control of the company.

◦Bonus and equity compensation awards are subject to clawback as described under “Recoupment policy” below.

◦We do not provide excessive perquisites. We provide no tax gross-ups for perquisites.

◦We do not guarantee a return or provide above-market returns on compensation that has been deferred.

◦Pension benefits are calculated on salary and bonus only; the proceeds earned on equity or other performance awards are not part of the pension calculation.

Base Salary
Purpose			Basic, least variable form of compensation, designed to provide a stable source of income.
Strategy			Generally, target market median, giving appropriate consideration to job scope and tenure, to attract and retain highly qualified executives.
Terms			Paid twice monthly.

Profit Sharing
Purpose			Broad-based program designed to emphasize that each employee contributes to the company’s profitability and can share in it.
Strategy			Pay according to a formula that is the same for all employees to focus them on a company goal, and set pay-out potential at a level that will affect behavior. Profit sharing is paid in addition to any performance bonus awarded for the year. For the last 18 years, the formula has been based on company-level annual operating profit margin. The formula was set by the TI board. The committee’s practice has been not to adjust amounts earned under the formula.
Terms			Payable in a single cash payment shortly after the end of the performance year. As in recent years, the formula for 2022 was: •Below 10% company-level annual operating profit as a percentage of revenue (“operating profit margin”): no profit sharing •At 10% operating profit margin: profit sharing = 2% of base salary •At operating profit margin above 10%: profit sharing increases by 0.5% of base salary for each percentage point of operating profit margin between 10% and 24%, and 1% of base salary for each percentage point of operating profit margin above 24%. The maximum profit sharing is 20% of base salary. In 2022, TI delivered operating profit margin of 50.6%. As a result, all eligible employees, including executive officers, received profit sharing of 20% of base salary.

Performance Bonus
Purpose			To motivate executives and reward them according to the company’s relative and absolute performance and the executive’s individual performance.
Strategy			Determined primarily on the basis of one-year and three-year company performance on certain measures (revenue growth percent, operating profit margin and total shareholder return1) as compared with competitors and on our strategic progress in key markets and with customers. These factors have been chosen to reflect our near-term financial performance as well as our progress in building long-term shareholder value. The committee aims to pay total cash compensation (base salary, profit sharing and bonus) appropriately above median if company performance is above that of competitors, and pay total cash compensation appropriately below the median if company performance is below competitors. The committee does not rely on formulas or performance targets or thresholds. Instead, it uses its judgment based on its assessment of the factors described above..1
Terms			Determined by the committee and paid in a single payment after the performance year.

Stock Options and Restricted Stock Units
Purpose			Alignment with shareholders; long-term focus; balance retention, particularly with respect to restricted stock units, and performance.
Strategy			We grant a combination of non-qualified stock options and restricted stock units, generally targeted at the median level of equity compensation awarded to executives in similar positions within the Comparator Group. The committee does not rely on formulas or performance targets or thresholds.
Terms			The terms and conditions of stock options and restricted stock units are summarized under “Outstanding equity awards at fiscal year-end 2022.” The committee’s grant procedures are described under “Process for equity grants.”

1 Total shareholder return refers to the percentage change in the value of a shareholder’s investment in a company over the relevant time period, as determined by dividends paid and the change in the company’s share price during the period. See notes to the performance summary table under “Analysis of compensation determinations – Bonus.”

3M Company			Intel Corporation
Accenture plc			Medtronic plc
Analog Devices, Inc.			Micron Technology, Inc.
Applied Materials, Inc.			Motorola Solutions, Inc.
Broadcom Inc.			NVIDIA Corporation
Cisco Systems, Inc.			QUALCOMM Incorporated
Corning Incorporated			TE Connectivity Ltd.
Emerson Electric Co.			Thermo Fisher Scientific Inc.
Honeywell International Inc.			Western Digital Corporation

Company			Revenue ($ Billion) *												Market Cap ($ Billion) *
Intel Corporation						69.5												109.1
Accenture plc						62.4												175.7
Cisco Systems, Inc.						52.3												195.7
QUALCOMM Incorporated						44.2												123.2
Thermo Fisher Scientific Inc.						44.2												216.0
Honeywell International Inc.						34.9												144.1
3M Company						34.8												66.3
Broadcom Inc.						33.2												233.7
Medtronic plc						30.8												103.4
NVIDIA Corporation						28.6												359.5
Micron Technology, Inc.						27.2												54.5
Applied Materials, Inc.						25.8												82.2
Emerson Electric Co.						19.6												56.8
Western Digital Corporation						17.5												10.0
TE Connectivity Ltd.						16.3												36.4
Corning Incorporated						14.5												27.0
Analog Devices, Inc.						12.0												83.5
Motorola Solutions, Inc.						8.7												43.1
Median						29.7												93.5
Texas Instruments Incorporated						20.2												149.9

*Trailing four-quarter revenue and market capitalization is as reported by Thomson Reuters on January 4, 2023.

Officer			2022 Annual Rate									Change from 2021 Annual Rate
Richard K. Templeton						$	1,435,000								4.0		%
Rafael R. Lizardi						$	770,000								4.1		%
Haviv Ilan						$	915,000								4.0		%
Hagop H. Kozanian						$	730,000								7.4		%
Kyle M. Flessner						$	730,000								4.3		%

Officer			Year						Grant Date Fair Value *			Stock Options (Shares)									Restricted Stock Units (Shares)
Richard K. Templeton			2022						$	15,000,082					188,423									42,904
			2021						$	13,000,129					159,706									38,410
			2020						$	13,000,042					254,216									49,801
Rafael R. Lizardi			2022						$	3,800,025					47,734									10,869
			2021						$	3,300,173					40,541									9,751
			2020						$	3,300,044					64,532									12,642
Haviv Ilan			2022						$	9,000,162					113,054									25,743
			2021						$	7,000,036					85,996									20,682
			2020						$	4,500,043					87,998									17,239
Hagop H. Kozanian			2022						$	4,400,179					55,271									12,586
			2021						$	3,800,144					46,684									11,228
			2020						$	3,000,089					58,666									11,493
Kyle M. Flessner			2022						$	4,200,199					52,759									12,014
			2021						$	3,600,131					44,227									10,637
			2020						$	3,600,024					70,399									13,791

*See Notes 2 and 3 to the summary compensation table for information on how grant date fair value was calculated.

◦revenue growth,

◦operating profit margin,

◦total shareholder return, and

•The absolute one-year and three-year performance of TI on the above measures.

Advanced Micro Devices, Inc.			NXP Semiconductors N.V.
Analog Devices, Inc.			ON Semiconductor Corporation
Broadcom Inc.			Qorvo, Inc.
Infineon Technologies AG			QUALCOMM Incorporated
Intel Corporation			Renesas Electronics Corporation
Marvell Technology Group Ltd.			Skyworks Solutions, Inc.
Microchip Technology Incorporated			STMicroelectronics N.V.
NVIDIA Corporation

Assessment of 2022 performance

•Our primary objective is the long-term growth of free cash flow per share. To achieve this objective, the company’s strategy is comprised of having a great business model, a disciplined approach to capital allocation and a focus on efficiency.

•The company’s business model is designed around four sustainable competitive advantages that, in combination, provide tangible benefits and are difficult to replicate. These advantages include (i) a strong foundation of manufacturing and technology, (ii) a broad portfolio of analog and embedded processing products, (iii) the reach of our market channels, and (iv) diversity and longevity of our products, markets and customer positions. In 2022, the company continued investing to strengthen and leverage these advantages for the long term, despite ongoing global challenges and supply chain disruptions across the world.

•The company’s strategic focus is on analog and embedded processing products sold into six end markets: industrial, automotive, personal electronics, communications equipment, enterprise systems and other. In 2022, the company continued the disciplined allocation of R&D spending to strengthen its product portfolio, building on the existing foundation for near- and long-term results.

◦TI’s broad analog and embedded processing product portfolio includes tens of thousands of products, with more products added each year, offering strong differentiation and longevity. In 2022, greater than 90% of TI’s revenue came from analog and embedded processing semiconductors.

◦The company places additional strategic emphasis on designing and selling products into the industrial and automotive markets, which it believes represent the best growth opportunity because of the increasing semiconductor content in these markets. In 2022, approximately 65% of TI’s revenue came from industrial and automotive markets.

•TI’s revenue continues to come from a diverse base of thousands of applications. This is an intentional strategy that prevents dependence on a single market, customer or product.

•TI’s in-house capability to manufacture semiconductors remains a competitive advantage by providing lower costs and greater control of the supply chain. In 2022, TI continued to invest to strengthen its competitive advantage in manufacturing and technology as part of the company's long-term capacity planning. The company began production in its new 300-millimeter wafer fabrication facilities in Richardson, Texas (RFAB2), and Lehi, Utah (LFAB), and started construction on its next 300-millimeter wafer fabrication facilities in Sherman, Texas (SM1 and SM2).

•In 2022, the company continued to make progress in building closer direct relationships with its customers to further strengthen and extend its reach of market channels. The company continues to build on prior multiyear investments in its sales and marketing team, TI.com, business processes and logistics to build closer direct relationships with its customers. For example, in 2022 about 70% of the company’s revenue was direct. In addition, the company continues to invest in TI.com, delivering additional customer convenience for online sales. TI’s reach of market channels provides access to more customers and more of their design projects, leading to the opportunity to sell more TI products into each design, and also provides better insight and knowledge of customers’ needs and design trends.

•In total, the committee determined that TI’s strategic position was strengthened by management’s decisions and actions in 2022.

•Annual performance

◦TI’s revenue was higher in 2022 than in the prior year, increasing by 9.2%, and was below the median growth rate of competitor companies. It is important to note that the median growth rate of competitor companies includes the benefit of acquisitions, whereas TI’s growth rate is entirely organic.

◦Revenues for the company’s core businesses of analog and embedded processing increased 9.3% and 7.0%, respectively.

◦Operating profit margin was 50.6%, which was above both the prior year’s margin and the median comparison with competitors.

•Three-year performance

◦Compound annual revenue growth for 2020-2022 was 11.7%, which was below the median competitor comparison. It is important to note that the median growth rate of competitor companies includes the benefit of acquisitions, whereas TI’s growth rate is entirely organic.

◦Average operating profit margin for 2020-2022 was 47.3%, which was above the median competitor comparison.

•One-year TSR was down 9.8%, better than the median TSR as compared with competitor companies.

•The company again generated strong cash, with free cash flow at 29.6% of revenue.2 The company returned $7.91 billion to shareholders in 2022 through dividends and share repurchases. Dividends represented 72.5% of free cash flow, and the quarterly dividend rate increased 8%, marking 19 consecutive years of dividend increases. The company used $3.62 billion to repurchase 22.2 million shares of stock. Dividend increases and share repurchases are important elements of TI’s capital management.

•The balance sheet remained robust, ending the year with cash and short-term investments of $9.07 billion.

•The three-year compound annual growth rate for TSR was 11.5%, slightly below the median competitor comparison.

Performance summary

			1-Year						3-Year
Revenue growth: total TI			9.2%						11.7%			CAGR
Operating profit margin			50.6%						47.3%			average
Free cash flow as % of revenue			29.6%						33.5%			average
% of free cash flow returned to shareholders			133.6%						103.4%			average
Increase in quarterly dividend rate			8%						38%
Total shareholder return (TSR)			-9.8		%				11.5		%

CAGR (compound annual growth rate) is calculated using the formula (Ending Value/Beginning Value)1/number of years minus 1.

One-year and three-year TSR percentages are obtained from a report generated using a subscription service to Equilar, an executive compensation and corporate governance data firm.

2 Free cash flow was calculated by subtracting Capital expenditures from the GAAP-based Cash flows from operating activities. For a reconciliation to GAAP, see Appendix A to this proxy statement.

Officer			Year						Salary (Annual Rate)						Profit Sharing						Bonus						Equity Compensation (Grant Date Fair Value)						Total
Richard K. Templeton			2022						$	1,435,000					$	286,083					$	4,550,000					$	15,000,082					$	21,271,165
			2021						$	1,380,000					$	275,333					$	4,125,000					$	13,000,129					$	18,780,462
			2020						$	1,340,000					$	267,333					$	3,745,000					$	13,000,042					$	18,352,375
Rafael R. Lizardi			2022						$	770,000					$	153,500					$	1,210,000					$	3,800,025					$	5,933,525
			2021						$	740,000					$	147,333					$	1,100,000					$	3,300,173					$	5,287,506
			2020						$	700,000					$	139,333					$	1,000,000					$	3,300,044					$	5,139,377
Haviv Ilan			2022						$	915,000					$	182,417					$	2,070,000					$	9,000,162					$	12,167,579
			2021						$	880,000					$	175,500					$	1,875,000					$	7,000,036					$	9,930,536
			2020						$	850,000					$	155,833					$	1,700,000					$	4,500,043					$	7,205,876
Hagop H. Kozanian			2022						$	730,000					$	145,167					$	1,460,000					$	4,400,179					$	6,735,346
			2021						$	680,000					$	134,667					$	1,393,000		*			$	3,800,144					$	6,007,811
			2020						$	600,000					$	118,750					$	1,200,000					$	3,000,089					$	4,918,839
Kyle M. Flessner			2022						$	730,000					$	145,500					$	1,460,000					$	4,200,199					$	6,535,699
			2021						$	700,000					$	139,333					$	1,395,000		*			$	3,600,131					$	5,834,464
			2020						$	660,000					$	131,000					$	1,200,000					$	3,600,024					$	5,591,024

*    Consists of performance bonus awarded for 2021 in the amount of $1,325,000 for Mr. Kozanian and $1,325,000 for Mr. Flessner, and a one-time cash bonus of $68,000 for Mr. Kozanian and $70,000 for Mr. Flessner for extraordinary effort managing issues related to the semiconductor supply shortage.

*    Average data for the named executive officers other than Mr. Templeton

Pamela H. Patsley, Chair			Mark A. Blinn			Carrie S. Cox			Martin S. Craighead

Name and Principal Position (1)			Year			Salary			Bonus			Stock Awards (2)			Option Awards (3)			Non-Equity Incentive Plan Compen-sation (4)									Change in Pension Value and Non-qualified Deferred Compen-sation Earnings (5)									All Other Compen-sation (6)									Total
Richard K. Templeton			2022			$	1,430,417		$	4,550,000		$	7,500,048		$	7,500,034					$	286,083								—									$	363,004					$	21,629,586
Chairman, President &			2021			$	1,376,667		$	4,125,000		$	6,500,124		$	6,500,005					$	275,333								—									$	418,282					$	19,195,411
Chief Executive Officer			2020			$	1,336,667		$	3,745,000		$	6,500,027		$	6,500,015					$	267,333								$	199,431								$	508,179					$	19,056,652
Rafael R. Lizardi			2022			$	767,500		$	1,210,000		$	1,900,010		$	1,900,015					$	153,500								—									$	124,280					$	6,055,305
Senior Vice President &			2021			$	736,667		$	1,100,000		$	1,650,162		$	1,650,011					$	147,333								—									$	112,797					$	5,396,970
Chief Financial Officer			2020			$	696,667		$	1,000,000		$	1,650,034		$	1,650,010					$	139,333								—									$	116,989					$	5,253,033
Haviv Ilan, Director			2022			$	912,083		$	2,070,000		$	4,500,134		$	4,500,028					$	182,417								—									$	127,334					$	12,291,996
Executive Vice President			2021			$	877,500		$	1,875,000		$	3,500,015		$	3,500,021					$	175,500								—									$	100,282					$	10,028,318
& Chief Operating Officer			2020			$	779,167		$	1,700,000		$	2,250,034		$	2,250,009					$	155,833								—									$	87,458					$	7,222,501
Hagop H. Kozanian			2022			$	725,833		$	1,460,000		$	2,200,159		$	2,200,020					$	145,167								—									$	86,047					$	6,817,226
Senior Vice President			2021			$	673,333		$	1,393,000		$	1,900,114		$	1,900,030					$	134,667								—									$	216,790					$	6,217,934
			2020			$	593,750		$	1,200,000		$	1,500,066		$	1,500,023					$	118,750								—									$	47,905					$	4,960,494
Kyle M. Flessner			2022			$	727,500		$	1,460,000		$	2,100,167		$	2,100,032					$	145,500								—									$	139,176					$	6,672,375
Senior Vice President			2021			$	696,667		$	1,395,000		$	1,800,100		$	1,800,031					$	139,333								—									$	138,892					$	5,970,023
			2020			$	655,000		$	1,200,000		$	1,800,001		$	1,800,023					$	131,000								$	4,324								$	107,992					$	5,698,340

(1)Mr. Templeton will be the company’s president and chief executive officer through March 31, 2023. Mr. Ilan will become the company’s president and chief executive officer on April 1, 2023. Mr. Templeton will continue as the company’s chairman.

(2)Shown is the aggregate grant date fair value of restricted stock unit (RSU) awards calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2022 appears in Note 3 to the 2022 financial statements. For a description of the grant terms, see the discussion following the outstanding equity awards at fiscal year-end 2022 table. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2021 and 2020 appears in Note 3 to the financial statements in TI’s annual report on Form 10-K for the year ended December 31, 2021 (2021 financial statements), and the financial statements in TI’s annual report on Form 10-K for the year ended December 31, 2020 (2020 financial statements).

(3)Shown is the aggregate grant date fair value of options calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of the valuation of options granted in 2022 appears in Note 3 to the 2022 financial statements. For a description of the grant terms, see the discussion following the outstanding equity awards at fiscal year-end 2022 table. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2021 and 2020 appears in Note 3 to the 2021 and 2020 financial statements.

(4)Consists of the profit sharing amount paid to each of the named executive officers for 2022.

(5)The company does not pay above-market earnings on deferred compensation. Therefore, no amounts are reported in this column for deferred compensation. The amounts in this column represent the change in the actuarial value of the named executive officers’ benefits under the qualified defined benefit pension plan (TI Employees Pension Plan) and the non-qualified defined benefit pension plans (TI Employees Non-Qualified Pension Plan and TI Employees Non-Qualified Pension Plan II) from December 31, 2021, through December 31, 2022. This “change in the actuarial value” is the difference between the 2021 and 2022 present value of the pension benefit accumulated as of year-end by the named executive officer, assuming that benefit is not paid until age 65. Mr. Templeton’s and Mr. Flessner’s benefits under the company’s pension plans were frozen as of December 31, 1997. Messrs. Lizardi, Ilan and Kozanian do not participate in any of the company’s defined benefit pension plans.

(6)Consists of (i) the amounts in the table below, which result from programs available to all eligible U.S. employees, and (ii) perquisites and personal benefits that meet the disclosure thresholds established by the SEC and are detailed in the paragraph below.

Name			401(k) Contribution						Defined Contribution Retirement Plan (a)									Unused Vacation Time (b)
Richard K. Templeton			$	12,200								$	305,047					—
Rafael R. Lizardi			$	12,200								$	95,315					—
Haviv Ilan			$	12,200								$	92,619					—
Hagop H. Kozanian			$	12,200								$	61,732					—
Kyle M. Flessner			$	12,200								$	108,399					$	18,577

(a)Consists of (i) contributions under the company’s enhanced defined contribution retirement plan of $6,100 for Messrs. Templeton, Lizardi and Flessner and (ii) an additional amount of $298,947 for Mr. Templeton, $89,215 for Mr. Lizardi, $92,619 for Mr. Ilan, $61,732 for Mr. Kozanian and $102,299 for Mr. Flessner, applied by TI to offset IRC limitations on amounts that could be contributed to the enhanced defined contribution retirement plan, which amount is also shown in the 2022 non-qualified deferred compensation table.

(b)For Mr. Flessner, represents payment for unused vacation time that could not be carried forward.

The perquisites and personal benefits for 2022 are $45,756 for Mr. Templeton, consisting of financial counseling, an executive physical and personal use of company aircraft ($28,669), $16,765 for Mr. Lizardi and $22,515 for Mr. Ilan, consisting of financial counseling and an executive physical, and $12,115 for Mr. Kozanian consisting of financial counseling. Financial counseling and an executive physical were made available to the other named executive officers, but the amounts attributable to those officers were below the disclosure thresholds.

Name			Grant Date									Date of Committee Action			All Other Stock Awards: Number of Shares of Stock or Units (2)									All Other Option Awards: Number of Securities Underlying Options (3)												Exercise or Base Price of Option Awards ($/Sh) (4)						Grant Date Fair Value of Stock and Option Awards (5)
Richard K. Templeton			1/27/2022			(1)						1/20/2022															188,423									$	174.81					$	7,500,034
			1/27/2022			(1)						1/20/2022						42,904																								$	7,500,048
Rafael R. Lizardi			1/27/2022			(1)						1/20/2022															47,734									$	174.81					$	1,900,015
			1/27/2022			(1)						1/20/2022						10,869																								$	1,900,010
Haviv Ilan			1/27/2022			(1)						1/20/2022															113,054									$	174.81					$	4,500,028
			1/27/2022			(1)						1/20/2022						25,743																								$	4,500,134
Hagop H. Kozanian			1/27/2022			(1)						1/20/2022															55,271									$	174.81					$	2,200,020
			1/27/2022			(1)						1/20/2022						12,586																								$	2,200,159
Kyle M. Flessner			1/27/2022			(1)						1/20/2022															52,759									$	174.81					$	2,100,032
			1/27/2022			(1)						1/20/2022						12,014																								$	2,100,167

(1)In accordance with the grant policy of the Compensation Committee of the board (described under “Process for equity grants”), the grants became effective on the second trading day after the company released its financial results for the fourth quarter and year 2021. The company released these results on January 25, 2022.

(2)The stock awards granted to the named executive officers in 2022 were RSU awards. These awards were made under the company’s 2009 Long-Term Incentive Plan. For information on the terms and conditions of these RSU awards, see the discussion following the outstanding equity awards at fiscal year-end 2022 table.

(3)The options were granted under the company’s 2009 Long-Term Incentive Plan. For information on the terms and conditions of these options, see the discussion following the outstanding equity awards at fiscal year-end 2022 table.

(4)The exercise price of the options is the closing price of TI common stock on January 27, 2022.

(5)Shown is the aggregate grant date fair value computed in accordance with ASC 718 for stock and option awards in 2022. The discussion of the assumptions used for purposes of the valuation appears in Note 3 to the 2022 financial statements.

Outstanding equity awards at fiscal year-end 2022

The following table shows the outstanding equity awards for each of the named executive officers as of December 31, 2022.

Name			Option Awards																								Stock Awards
			Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable												Option Exercise Price						Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested									Market Value of Shares or Units of Stock That Have Not Vested (1)
Richard K. Templeton			—						188,423			(2)						$	174.81					1/27/2032						42,904			(6)			$	7,088,599
			39,926						119,780			(3)						$	169.23					1/28/2031						38,410			(7)			$	6,346,100
			127,108						127,108			(4)						$	130.52					1/24/2030						49,801			(8)			$	8,228,121
			220,970						73,657			(5)						$	104.41					1/25/2029						62,255			(9)			$	10,285,771
			258,403						—									$	110.15					1/25/2028						—						—
			333,615						—									$	79.26					1/26/2027						—						—
			489,557						—									$	52.93					1/29/2026						—						—
			516,440						—									$	53.94					1/28/2025						—						—
Rafael R. Lizardi			—						47,734			(2)						$	174.81					1/27/2032						10,869			(6)			$	1,795,776
			10,135						30,406			(3)						$	169.23					1/28/2031						9,751			(7)			$	1,611,060
			32,266						32,266			(4)						$	130.52					1/24/2030						12,642			(8)			$	2,088,711
			16,998						16,998			(5)						$	104.41					1/25/2029						14,367			(9)			$	2,373,716
			12,921						—									$	110.15					1/25/2028						—						—
Haviv Ilan			—						113,054			(2)						$	174.81					1/27/2032						25,743			(6)			$	4,253,258
			21,499						64,497			(3)						$	169.23					1/28/2031						20,682			(7)			$	3,417,080
			43,999						43,999			(4)						$	130.52					1/24/2030						17,239			(8)			$	2,848,228
			64,591						21,531			(5)						$	104.41					1/25/2029						18,198			(9)			$	3,006,674
			81,828						—									$	110.15					1/25/2028						—						—
			58,151						—									$	79.26					1/26/2027						—						—
Hagop H. Kozanian			—						55,271			(2)						$	174.81					1/27/2032						12,586			(6)			$	2,079,459
			11,671						35,031			(3)						$	169.23					1/28/2031						11,228			(7)			$	1,855,090
			—						29,333			(4)						$	130.52					1/24/2030						11,493			(8)			$	1,898,873
			—						11,332			(5)						$	104.41					1/25/2029						9,578			(9)			$	1,582,477
Kyle M. Flessner			—						52,759			(2)						$	174.81					1/27/2032						12,014			(6)			$	1,984,953
			11,056						33,171			(3)						$	169.23					1/28/2031						10,637			(7)			$	1,757,445
			35,199						35,200			(4)						$	130.52					1/24/2030						13,791			(8)			$	2,278,549
			50,993						16,998			(5)						$	104.41					1/25/2029						14,367			(9)			$	2,373,716