Texas Instruments management check
TXN · Information Technology · Semiconductors · CEO Haviv Ilan
Filings as of
3 good · 3 to watch · 1 flagged, across the seven questions below.
- Flag
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2021 grew to $122, against $258 for the peer group the company picked itself.
- Watch
Does pay follow performance?
Pay only loosely tracked returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.39 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Good
What does the CEO cost owners?
0.5% of net income$22.7m of reported pay in fiscal 2025, against $5.0bn of net income.
- Watch
Do they own the stock?
CEO stake ≈ 2.8 years of payThe CEO holds 224,339 shares, directly or through trusts (unvested awards not counted): about 2.8 years of pay. 17 insiders sold $90.7m in the last six months and none bought.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -0.2% a year over the last three fiscal years. Stock-based pay was 2.4% of revenue in the latest year.
- Watch
Is leadership stable?
2 CEOs in the pay tableCEOs in the pay table: Mr. Templeton, Mr. Ilan. 6 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Information Technology.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 0 | 33 | |
| Pay for performance | 70 | 87 | |
| CEO cost | 79 | 35 | |
| Skin in the game | 37 | 47 | |
| Dilution | 52 | 56 | |
| Stable leadership | 55 | 85 | |
| Clean books | 100 | 100 |
Closest peers
Others in Semiconductors, by management score. Texas Instruments is 50th of 73 in its sector.
- 20NVDANvidia86
- 101ONON Semiconductor76
- 112AVGOBroadcom75
- 117MUMicron Technology75
- 132FSLRFirst Solar73
- 235MRVLMarvell Technology66
- 236QCOMQualcomm65
- 314ADIAnalog Devices60
- 319MPWRMonolithic Power Systems60
- 373TXNTexas Instruments56
Pay versus performance
From the proxy statement filed March 4, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Mr. Ilan | $22.7m | $17.4m | $7.6m | $122 | $258 | $5.0bn |
| 2024 | Mr. Ilan | $19.1m | $25.0m | $7.8m | $127 | $208 | $4.8bn |
| 2023 | Mr. Ilan, Mr. Templeton | $20.9m | $23.2m | $7.2m | $113 | $152 | $6.5bn |
| 2022 | Mr. Templeton | $21.6m | $11.8m | $8.0m | $106 | $97 | $8.7bn |
| 2021 | Mr. Templeton | $19.2m | $37.4m | $6.9m | $118 | $135 | $7.8bn |
The board says pay is tied most to Operating profit. Its other key measures: Revenue growth: total TI, Operating profit margin, Total shareholder return.
Insiders and the CEO's stake
Haviv Ilan (Chairman, President & CEO) held 224,339 shares directly after their latest Form 4 on May 4, 2026, roughly $62.9m at that filing's price.
17 insiders sold $90.7m in the last six months and none bought.
- SoldRafael R LizardiSr. Vice President & CFO$25.8mMay 14, 2026
- SoldMohammad YunusSr. Vice President$13.8mApr 29, 2026
- SoldMark T. RobertsSr. Vice President$7.9mApr 30, 2026
- SoldShanon J LeonardSr. Vice President$6.5mMay 11, 2026
Leadership and governance on file
- Jun 2, 2026Leadership change8-K 5.02
- Mar 25, 2026Leadership change8-K 5.02
- Oct 16, 2025Leadership change8-K 5.02
- Apr 26, 2024Leadership change8-K 5.02
- Feb 20, 2024Leadership change8-K 5.02
- Jan 12, 2024Leadership change8-K 5.02
- Feb 16, 2023Leadership change8-K 5.02
- Jan 20, 2023Leadership change8-K 5.02
- Dec 7, 2021Leadership change8-K 5.02
Latest shareholder vote results: Apr 17, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $29.4bn returned to owners in buybacks and dividends, 89% of net income, and $1.7bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $18.3bn | $20.0bn | $17.5bn | $15.6bn | $17.7bn |
| Net income | $7.8bn | $8.7bn | $6.5bn | $4.8bn | $5.0bn |
| Stock-based pay | $230.0m | $289.0m | $362.0m | $387.0m | $419.0m |
| Buybacks | $527.0m | $3.6bn | $293.0m | $929.0m | $1.5bn |
| Dividends | $3.9bn | $4.3bn | $4.6bn | $4.8bn | $5.0bn |
| Diluted shares | 936m | 926m | 916m | 919m | 913m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.